Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2022 | Jul. 28, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q2 | |
Title of 12(b) Security | Ordinary shares, nominal value $0.0001 per share | |
Trading Symbol | HZNP | |
Security Exchange Name | NASDAQ | |
Entity Registrant Name | HORIZON THERAPEUTICS PUBLIC LIMITED COMPANY | |
Entity Central Index Key | 0001492426 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 230,384,373 | |
Entity Shell Company | false | |
Entity File Number | 001-35238 | |
Entity Incorporation, State or Country Code | L2 | |
Entity Address, Address Line One | 70 St. Stephen’s Green | |
Entity Address, City or Town | Dublin 2 | |
Entity Address, Postal Zip Code | D02 E2X4 | |
Entity Address, Country | IE | |
City Area Code | 011 | |
Local Phone Number | 353 1 772 2100 | |
Document Quarterly Report | true | |
Document Transition Report | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 1,892,563 | $ 1,580,317 |
Restricted cash | 4,737 | 3,839 |
Accounts receivable, net | 673,307 | 632,775 |
Inventories, net | 203,680 | 225,730 |
Prepaid expenses and other current assets | 428,807 | 357,106 |
Total current assets | 3,203,094 | 2,799,767 |
Property, plant and equipment, net | 302,260 | 292,298 |
Developed technology and other intangible assets, net | 2,850,643 | 2,960,118 |
In-process research and development | 810,000 | 880,000 |
Goodwill | 1,010,538 | 1,066,709 |
Deferred tax assets, net | 516,317 | 538,098 |
Other long-term assets | 160,621 | 140,738 |
Total assets | 8,853,473 | 8,677,728 |
CURRENT LIABILITIES: | ||
Accounts payable | 18,538 | 30,125 |
Accrued expenses and other current liabilities | 419,036 | 523,015 |
Accrued trade discounts and rebates | 337,487 | 317,431 |
Long-term debt—current portion | 16,000 | 16,000 |
Total current liabilities | 791,061 | 886,571 |
LONG-TERM LIABILITIES: | ||
Long-term debt, net | 2,550,989 | 2,555,233 |
Deferred tax liabilities, net | 366,247 | 390,455 |
Other long-term liabilities | 199,645 | 173,076 |
Total long-term liabilities | 3,116,881 | 3,118,764 |
COMMITMENTS AND CONTINGENCIES | ||
SHAREHOLDERS’ EQUITY: | ||
Ordinary shares, $0.0001 nominal value; 600,000,000 shares authorized at June 30, 2022 and December 31, 2021; 230,716,793 and 227,760,936 shares issued at June 30, 2022 and December 31, 2021, respectively; and 230,332,427 and 227,376,570 shares outstanding at June 30, 2022 and December 31, 2021, respectively | 23 | 23 |
Treasury stock, 384,366 ordinary shares at June 30, 2022 and December 31, 2021 | (4,585) | (4,585) |
Additional paid-in capital | 4,381,344 | 4,373,337 |
Accumulated other comprehensive loss | (15,091) | (14,987) |
Retained earnings | 583,840 | 318,605 |
Total shareholders’ equity | 4,945,531 | 4,672,393 |
Total liabilities and shareholders’ equity | $ 8,853,473 | $ 8,677,728 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Statement Of Financial Position [Abstract] | ||
Ordinary shares, nominal value | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 600,000,000 | 600,000,000 |
Ordinary shares, shares issued | 230,716,793 | 227,760,936 |
Ordinary shares, shares outstanding | 230,332,427 | 227,376,570 |
Treasury stock, ordinary shares | 384,366 | 384,366 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||
Net sales | $ 876,411 | $ 832,548 | $ 1,761,656 | $ 1,174,954 |
Cost of goods sold | 230,216 | 200,995 | 445,278 | 301,363 |
Gross profit | 646,195 | 631,553 | 1,316,378 | 873,591 |
OPERATING EXPENSES: | ||||
Research and development | 103,246 | 139,834 | 206,378 | 197,527 |
Selling, general and administrative | 398,221 | 355,204 | 770,955 | 687,196 |
Impairment of goodwill | 56,171 | 56,171 | ||
Impairment of long-lived asset | 12,371 | |||
Gain on sale of asset | (2,000) | (2,000) | ||
Total operating expenses | 557,638 | 493,038 | 1,033,504 | 895,094 |
Operating income (loss) | 88,557 | 138,515 | 282,874 | (21,503) |
OTHER EXPENSE, NET: | ||||
Interest expense, net | (21,409) | (22,581) | (42,665) | (36,041) |
Foreign exchange gain (loss) | 28 | (39) | 448 | (887) |
Other (expense) income, net | (2,389) | (262) | (3,131) | 2,962 |
Total other expense, net | (23,770) | (22,882) | (45,348) | (33,966) |
Income (loss) before expense (benefit) for income taxes | 64,787 | 115,633 | 237,526 | (55,469) |
Expense (benefit) for income taxes | 3,813 | (42,484) | (27,709) | (90,235) |
Net income | $ 60,974 | $ 158,117 | $ 265,235 | $ 34,766 |
Net income per ordinary share—basic | $ 0.27 | $ 0.70 | $ 1.16 | $ 0.15 |
Weighted average ordinary shares outstanding—basic | 230,020,004 | 225,119,684 | 229,559,715 | 224,523,538 |
Net income per ordinary share—diluted | $ 0.26 | $ 0.67 | $ 1.12 | $ 0.15 |
Weighted average ordinary shares outstanding—diluted | 236,166,384 | 235,191,860 | 236,077,147 | 234,719,830 |
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX | ||||
Foreign currency translation adjustments | $ (1,433) | $ 235 | $ (1,893) | $ (586) |
Pension and other post-employment benefit plan remeasurements | (547) | (222) | (287) | |
Interest rate swap contracts designated as cash flow hedges | 2,011 | 2,011 | ||
Other comprehensive income (loss) | 31 | 235 | (104) | (873) |
Comprehensive income | $ 61,005 | $ 158,352 | $ 265,131 | $ 33,893 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Ordinary Shares [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Retained Earnings (Accumulated Deficit) [Member] |
Beginning balance at Dec. 31, 2020 | $ 4,025,351 | $ 22 | $ (4,585) | $ 4,245,945 | $ (145) | $ (215,886) |
Beginning balance, shares at Dec. 31, 2020 | 221,721,674 | 384,366 | ||||
Issuance of ordinary shares in conjunction with the exercise of stock options and the vesting of restricted stock units and performance stock units | 19,843 | 19,843 | ||||
Issuance of ordinary shares in conjunction with the exercise of stock options and the vesting of restricted stock units and performance stock units, shares | 3,305,947 | |||||
Ordinary shares withheld for payment of employees’ withholding tax liability | (128,261) | (128,261) | ||||
Share-based compensation | 62,296 | 62,296 | ||||
Pension and other post-employment benefit plan remeasurements | (287) | (287) | ||||
Foreign currency translation adjustments | (821) | (821) | ||||
Net income (loss) | (123,351) | (123,351) | ||||
Ending balance at Mar. 31, 2021 | 3,854,770 | $ 22 | $ (4,585) | 4,199,823 | (1,253) | (339,237) |
Ending balance, shares at Mar. 31, 2021 | 225,027,621 | 384,366 | ||||
Beginning balance at Dec. 31, 2020 | 4,025,351 | $ 22 | $ (4,585) | 4,245,945 | (145) | (215,886) |
Beginning balance, shares at Dec. 31, 2020 | 221,721,674 | 384,366 | ||||
Pension and other post-employment benefit plan remeasurements | (287) | |||||
Foreign currency translation adjustments | (586) | |||||
Net income (loss) | 34,766 | |||||
Ending balance at Jun. 30, 2021 | 4,073,636 | $ 22 | $ (4,585) | 4,260,337 | (1,018) | (181,120) |
Ending balance, shares at Jun. 30, 2021 | 226,099,787 | 384,366 | ||||
Beginning balance at Mar. 31, 2021 | 3,854,770 | $ 22 | $ (4,585) | 4,199,823 | (1,253) | (339,237) |
Beginning balance, shares at Mar. 31, 2021 | 225,027,621 | 384,366 | ||||
Issuance of ordinary shares in conjunction with the exercise of stock options and the vesting of restricted stock units and performance stock units | 7,996 | 7,996 | ||||
Issuance of ordinary shares in conjunction with the exercise of stock options and the vesting of restricted stock units and performance stock units, shares | 597,169 | |||||
Issuance of ordinary shares in conjunction with Employee Share Purchase Plan | 11,482 | 11,482 | ||||
Issuance of ordinary shares in conjunction with Employee Share Purchase Plan, Shares | 474,997 | |||||
Ordinary shares withheld for payment of employees’ withholding tax liability | (13,388) | (13,388) | ||||
Share-based compensation | 54,424 | 54,424 | ||||
Foreign currency translation adjustments | 235 | 235 | ||||
Net income (loss) | 158,117 | 158,117 | ||||
Ending balance at Jun. 30, 2021 | 4,073,636 | $ 22 | $ (4,585) | 4,260,337 | (1,018) | (181,120) |
Ending balance, shares at Jun. 30, 2021 | 226,099,787 | 384,366 | ||||
Beginning balance at Dec. 31, 2021 | 4,672,393 | $ 23 | $ (4,585) | 4,373,337 | (14,987) | 318,605 |
Beginning balance, shares at Dec. 31, 2021 | 227,760,936 | 384,366 | ||||
Issuance of ordinary shares in conjunction with the exercise of stock options and the vesting of restricted stock units and performance stock units | 9,071 | 9,071 | ||||
Issuance of ordinary shares in conjunction with the exercise of stock options and the vesting of restricted stock units and performance stock units, shares | 2,112,964 | |||||
Ordinary shares withheld for payment of employees’ withholding tax liability | (115,108) | (115,108) | ||||
Share-based compensation | 47,347 | 47,347 | ||||
Pension and other post-employment benefit plan remeasurements | 325 | 325 | ||||
Foreign currency translation adjustments | (460) | (460) | ||||
Net income (loss) | 204,261 | 204,261 | ||||
Ending balance at Mar. 31, 2022 | 4,817,829 | $ 23 | $ (4,585) | 4,314,647 | (15,122) | 522,866 |
Ending balance, shares at Mar. 31, 2022 | 229,873,900 | 384,366 | ||||
Beginning balance at Dec. 31, 2021 | 4,672,393 | $ 23 | $ (4,585) | 4,373,337 | (14,987) | 318,605 |
Beginning balance, shares at Dec. 31, 2021 | 227,760,936 | 384,366 | ||||
Pension and other post-employment benefit plan remeasurements | (222) | |||||
Foreign currency translation adjustments | (1,893) | |||||
Net income (loss) | 265,235 | |||||
Ending balance at Jun. 30, 2022 | 4,945,531 | $ 23 | $ (4,585) | 4,381,344 | (15,091) | 583,840 |
Ending balance, shares at Jun. 30, 2022 | 230,716,793 | 384,366 | ||||
Beginning balance at Mar. 31, 2022 | 4,817,829 | $ 23 | $ (4,585) | 4,314,647 | (15,122) | 522,866 |
Beginning balance, shares at Mar. 31, 2022 | 229,873,900 | 384,366 | ||||
Issuance of ordinary shares in conjunction with the exercise of stock options and the vesting of restricted stock units and performance stock units | 12,951 | 12,951 | ||||
Issuance of ordinary shares in conjunction with the exercise of stock options and the vesting of restricted stock units and performance stock units, shares | 660,784 | |||||
Issuance of ordinary shares in conjunction with Employee Share Purchase Plan | 13,884 | 13,884 | ||||
Issuance of ordinary shares in conjunction with Employee Share Purchase Plan, Shares | 182,109 | |||||
Ordinary shares withheld for payment of employees’ withholding tax liability | (5,419) | (5,419) | ||||
Share-based compensation | 45,281 | 45,281 | ||||
Pension and other post-employment benefit plan remeasurements | (547) | (547) | ||||
Foreign currency translation adjustments | (1,433) | (1,433) | ||||
Interest rate swap contracts designated as cash flow hedges | 2,011 | 2,011 | ||||
Net income (loss) | 60,974 | 60,974 | ||||
Ending balance at Jun. 30, 2022 | $ 4,945,531 | $ 23 | $ (4,585) | $ 4,381,344 | $ (15,091) | $ 583,840 |
Ending balance, shares at Jun. 30, 2022 | 230,716,793 | 384,366 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income | $ 265,235 | $ 34,766 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization expense | 192,538 | 162,736 |
Equity-settled share-based compensation | 92,449 | 115,590 |
Impairment of goodwill | 56,171 | |
Amortization of debt discount and deferred financing costs | 3,904 | 2,240 |
Acquired in-process research and development expense | 2,000 | 46,500 |
Impairment of long-lived asset | 12,371 | |
Gain on sale of asset | (2,000) | |
Deferred income taxes | (3,032) | (18,115) |
Foreign exchange and other adjustments | 8,566 | (3,452) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (40,513) | (68,014) |
Inventories | 22,033 | (31,713) |
Prepaid expenses and other current assets | (71,578) | (95,123) |
Accounts payable | (11,980) | 10,306 |
Accrued trade discounts and rebates | 20,232 | (48,013) |
Accrued expenses and other current liabilities | (76,901) | (24,641) |
Other non-current assets and liabilities | 5,863 | (7,764) |
Net cash provided by operating activities | 464,987 | 85,674 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Payments for acquisitions, net of cash acquired | (3,122) | (2,775,330) |
Purchases of property, plant and equipment | (24,352) | (32,255) |
Payments for long-term investments | (4,847) | (11,473) |
Receipts from long-term investments | 4,416 | 3,895 |
Payments related to license agreements | (25,000) | |
Net cash used in investing activities | (52,905) | (2,815,163) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Net proceeds from term loans | 1,574,993 | |
Repayment of term loans | (8,000) | (4,000) |
Proceeds from the issuance of ordinary shares in conjunction with Employee Share Purchase Plan | 13,884 | 11,482 |
Proceeds from the issuance of ordinary shares in connection with stock option exercises | 22,022 | 27,839 |
Payment of employee withholding taxes relating to share-based awards | (120,527) | (141,648) |
Net cash (used in) provided by financing activities | (92,621) | 1,468,666 |
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash | (6,317) | (6,498) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 313,144 | (1,267,321) |
Cash, cash equivalents and restricted cash, beginning of the period | 1,584,156 | 2,083,479 |
Cash, cash equivalents and restricted cash, end of the period | 1,897,300 | 816,158 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||
Cash paid for interest | 41,778 | 32,102 |
Cash paid for income taxes, net of refunds received | 13,216 | 13,435 |
Cash paid for amounts included in the measurement of operating lease liabilities | 4,312 | 5,218 |
SUPPLEMENTAL NON-CASH FLOW INFORMATION: | ||
Lease liabilities arising from obtaining right-of-use assets | 22,521 | 62,156 |
Purchases of property, plant and equipment included in accounts payable and accrued expenses and other current liabilities | $ 6,579 | $ 18,180 |
Basis of Presentation and Busin
Basis of Presentation and Business Overview | 6 Months Ended |
Jun. 30, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation and Business Overview | NOTE 1 – BASIS OF PRESENTATION AND BUSINESS OVERVIEW Basis of Presentation Unless otherwise indicated or the context otherwise requires, references to “Horizon”, the “Company”, “we”, “us” and “our” refer to Horizon Therapeutics plc and its consolidated subsidiaries. The unaudited condensed consolidated financial statements presented herein have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the financial statements do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments, including normal recurring adjustments, considered necessary for a fair statement of the financial statements have been included. Operating results for the three and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. The December 31, 2021 condensed consolidated balance sheet was derived from audited financial statements, but does not include all disclosures required by GAAP. Business Overview Horizon is a global biotechnology company focused on the discovery, development and commercialization of medicines that address critical needs for people impacted by rare, autoimmune and severe inflammatory 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 segment and the inflammation segment, and its commercial portfolio is currently composed of 12 medicines in the areas of rare diseases, gout, ophthalmology and inflammation. As of June 30, 2022, the Company’s commercial portfolio consisted of the following medicines: Orphan TEPEZZA ® KRYSTEXXA ® RAVICTI ® PROCYSBI ® UPLIZNA ® ACTIMMUNE ® BUPHENYL ® QUINSAIR™ (levofloxacin) solution for inhalation Inflammation PENNSAID ® RAYOS ® VIMOVO ® DUEXIS ® |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) Recent authoritative guidance issued by the FASB (including technical corrections to the Accounting Standards Codification (“ASC”)), 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 condensed consolidated financial statements and related disclosures. Significant Accounting Policies The Company’s significant accounting policies have not changed from those previously described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, with the exception of the addition to the accounting policy related to derivative instruments and hedging activities as described below. Derivative Instruments and Hedging Activities All derivative instruments are recognized as either assets or liabilities at fair value on the condensed consolidated balance sheets and are classified as current or non-current based on the scheduled maturity of the instrument. For derivatives designated as hedges, the Company assesses at inception and quarterly thereafter whether the hedging derivatives are highly effective in offsetting changes in the fair value or cash flows of the hedged item. The effective portions of changes in the fair value of a derivative designated as a cash flow hedge are reported in accumulated other comprehensive loss (“AOCL”) and are subsequently recognized in net income consistent with the underlying hedged item. If it is determined that a derivative is no longer highly effective as a hedge, the Company discontinues hedge accounting prospectively. If a hedged forecasted transaction becomes probable of not occurring, any gains or losses are reclassified from AOCL to net income. Derivatives that are not designated as hedges are adjusted to fair value through current net income. |
Net Income per Share
Net Income per Share | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Net Income per Share | NOTE 3 – NET INCOME PER SHARE The following table presents basic and diluted net income per share for the three and six months ended June 30, 2022 and 2021 (in thousands, except share and per share data): For the Three Months Ended June 30, For the Six Months Ended June 30, 2022 2021 2022 2021 Basic net income per share calculation: Numerator - net income $ 60,974 $ 158,117 $ 265,235 $ 34,766 Denominator - weighted average of ordinary shares outstanding 230,020,004 225,119,684 229,559,715 224,523,538 Basic net income per share $ 0.27 $ 0.70 $ 1.16 $ 0.15 For the Three Months Ended June 30, For the Six Months Ended June 30, 2022 2021 2022 2021 Diluted net income per share calculation: Numerator - net income $ 60,974 $ 158,117 $ 265,235 $ 34,766 Denominator - weighted average of ordinary shares outstanding 236,166,384 235,191,860 236,077,147 234,719,830 Diluted net income per share $ 0.26 $ 0.67 $ 1.12 $ 0.15 Basic net income per share is computed by dividing net income by the weighted-average number of ordinary shares outstanding during the period. Diluted net income 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 net income. During the three and six months ended June 30, 2022 and 2021, the difference between the basic and diluted weighted average ordinary shares outstanding primarily represents the effect of incremental shares from the Company’s share-based compensation programs. The computation of diluted net income per share for the three and six months ended June 30, 2022 excluded 1.2 million and 3.6 million shares subject to equity awards, respectively, because their inclusion would have had an anti-dilutive effect on diluted net income per share. The computation of diluted net income per share for the three and six months ended June 30, 2021 excluded 0.9 million and 2.9 million shares subject to equity awards respectively, because their inclusion would have had an anti-dilutive effect on diluted net income per share. |
Acquisitions, Divestitures and
Acquisitions, Divestitures and Other Arrangements | 6 Months Ended |
Jun. 30, 2022 | |
Business Combinations [Abstract] | |
Acquisitions, Divestitures and Other Arrangements | NOTE 4 – ACQUISITIONS, DIVESTITURES AND OTHER ARRANGEMENTS Acquisition of biologic drug product manufacturing facility In July 2021, the Company completed the purchase of a biologic drug product manufacturing facility from EirGen Pharma Limited (“EirGen”), a subsidiary of OPKO Health, Inc. in Waterford, Ireland for $67.9 million, which included an upfront cash payment of $64.8 million and $3.1 million of additional transaction costs, legal fees and liabilities assumed. The following table summarizes fair values of assets acquired as of the acquisition date (in thousands): Construction in process $ 22,736 Buildings 21,550 Furniture and fixtures 1,089 Definite-lived intangible assets 21,794 Other 775 Total consideration $ 67,944 Acquisition of Viela Bio, Inc. On March 15, 2021, the Company completed its acquisition of Viela Bio, Inc. (“Viela”) and acquired all of the issued and outstanding shares of Viela’s common stock for $53.00 per share. The acquisition added an additional rare disease medicine, UPLIZNA, to the Company’s commercial medicine portfolio. The Viela acquisition also provides multiple opportunities to drive long-term growth and solidify the Company’s future as an innovation-driven biotech company. Viela’s mid-stage biologics pipeline, research and development (“R&D”) team and on-market medicine UPLIZNA, made it a complementary strategic fit with the Company’s pipeline, commercial portfolio and therapeutic areas of focus. Following completion of the acquisition, Viela became a wholly-owned subsidiary of the Company. The Company financed the transaction through cash on hand and $1.6 billion of aggregate principal amount of term loans pursuant to the Company’s existing credit agreement, as described in Note 13. The total consideration for the acquisition was approximately $3.0 billion, including cash acquired of $342.3 million, and was composed of the following (in thousands): E quity value (54,988,820 shares at $53.00 per share) $ 2,914,407 Net settlements on the exercise of stock options 78,554 Consideration for exchange of Viela stock options 1,130 Total consideration $ 2,994,091 During the year ended December 31, 2021, the Company incurred $28.6 million in Viela transaction costs, including advisory, legal, accounting, valuation and other Pursuant to ASC 805, Business Combinations (“ASC 805”), the Company accounted for the Viela acquisition as a business combination using the acquisition method of accounting. Identifiable assets and liabilities of Viela, including identifiable intangible assets, were recorded based on their estimated fair values as of the date of the closing of the acquisition. The excess of the purchase price over the fair value of the net assets acquired was recorded as goodwill. While all amounts were subject to adjustments, the areas subject to the most significant potential adjustments were inventory, intangible assets, i n-process research and development During the year ended December 31, 2021 The following table summarizes the fair values assigned to the assets acquired and the liabilities assumed by the Company along with the resulting goodwill before and after the measurement period adjustments (in thousands): Before Adjustments After Deferred tax liabilities, net $ (457,928 ) $ 6,589 $ (451,339 ) Accrued expenses and other current liabilities (73,401 ) (335 ) (73,736 ) Other long-term liabilities (22,631 ) — (22,631 ) Accounts payable (4,768 ) — (4,768 ) Accrued trade discounts and rebates (1,492 ) (373 ) (1,865 ) Marketable securities 400 — 400 Property, plant and equipment 1,747 — 1,747 Other long-term assets 3,253 1,613 4,866 Accounts receivable 8,053 (267 ) 7,786 Prepaid expenses and other current assets 16,444 152 16,596 Inventories 149,348 2,300 151,648 Cash and cash equivalents 342,347 — 342,347 In-process research and development 910,000 — 910,000 Developed technology 1,460,000 — 1,460,000 (Liabilities assumed) and assets acquired 2,331,372 9,679 2,341,051 Goodwill 662,719 (9,679 ) 653,040 Fair value of consideration paid $ 2,994,091 $ — $ 2,994,091 Inventories acquired included raw materials, work in process and finished goods for UPLIZNA. Inventories were recorded at their estimated fair values. The fair value of finished goods was determined based on the estimated selling price, net of selling costs and a margin on the selling activities. The fair value of work in process was determined based on estimated selling price, net of selling costs and costs to complete the manufacturing, and a margin on the selling and manufacturing activities. The fair value of raw materials was estimated to equal the replacement cost. A step-up in the value of inventory of $149.3 million was originally recorded in connection with the acquisition, which was composed of $10.1 million for raw materials, $119.0 million for work-in-process and $20.2 million for finished goods. During the year ended December 31, 2021, the step-up in value of inventory was increased to $151.6 million following the recording of $2.3 million in measurement period adjustments which was composed of $1.9 million for work-in-process and $0.4 million for finished goods. During the three and six months ended June 30, 2022, the Company recorded inventory step-up expense of $17.4 million and $44.6 million, respectively, related to UPLIZNA based on the acquired units sold during the periods. During the three and six months ended June 30, 2021, the Company recorded inventory step-up expense of $7.1 million and $8.0 million, respectively, related to UPLIZNA based on the acquired units sold during the periods. Other tangible assets and liabilities were valued at their respective carrying amounts as management believes that these amounts approximated their acquisition-date fair values. Developed technology as of the acquisition date was an intangible asset that reflected the estimated fair value of the rights to UPLIZNA in the United States. The estimated fair values of the developed technology represent valuations performed with the assistance of an independent appraisal firm based on management’s estimates, forecasted financial information and reasonable and supportable assumptions. The fair value of developed technology was determined using an income approach. The income approach explicitly recognizes that the fair value of an asset is premised upon the expected receipt of future economic benefits such as earnings and cash inflows based on current sales projections and estimated direct costs for UPLIZNA. Indications of value were developed by discounting these benefits to their acquisition-date fair value at a discount rate of 11.5% that reflects the return requirements of the market. Some of the most significant assumptions inherent in the development of the asset valuation include the estimated net cash flows for each year (including net sales, cost of goods sold, sales and marketing costs and R&D costs) and the discount rate. The fair value of the UPLIZNA developed technology was capitalized as of the Viela acquisition date and is subsequently being amortized over approximately 14 years. IPR&D was related to R&D projects including: (i) Potential regulatory approval of UPLIZNA for neuromyelitis optica spectrum disorder (“NMOSD”) outside of the United States and certain other indications worldwide. As of the date of the acquisition, UPLIZNA had not been granted regulatory approval in any territory outside the United States or for any indications other than NMOSD in the United States. On March 23, 2021, the Company’s strategic partner, Mitsubishi Tanabe Pharma Corporation (“MTPC”) received manufacturing and marketing approval for UPLIZNA in Japan. In April 2022, the European Commission (“EC”) issued a legally binding decision based on the favorable recommendation of the Committee for Medicinal Products for Human Use (“CHMP”) of the European Medicines Agency (“EMA”) to grant a Centralised Marketing Authorization (“CMA”) for UPLIZNA for the treatment of adult patients with NMOSD in the European Union (“EU”). Refer to Note 8 for further details. (ii) Daxdilimab (HZN-7734), an investigational human monoclonal antibody designed to deplete plasmacytoid dendritic cells, a cell type believed to be critical to the pathogenesis of multiple autoimmune diseases. (iii) Dazodalibep (HZN-4920), an investigational fusion protein designed to block a key co-stimulatory pathway involved in many autoimmune and inflammatory diseases. Each IPR&D asset is considered separable from the business as each project could be sold to a third party. The fair value of each IPR&D asset was determined using an income approach. The income approach explicitly recognizes that the fair value of an asset is premised upon the expected receipt of future economic benefits such as earnings and cash inflows based on sales projections and estimated direct costs. Indications of value are developed by discounting these benefits to their present value at a discount rate of 12.5% that reflects the return requirements of the market. Some of the most significant assumptions inherent in the development of the asset valuations include the estimated net cash flows for each year (including net sales, cost of goods sold, sales and marketing costs and R&D costs), the discount rate, the assessment of each asset’s life cycle and the potential regulatory and commercial success risk. The fair value of the various IPR&D assets was recorded as an indefinite-lived intangible asset and will be tested for impairment until completion or abandonment of R&D efforts associated with the project. The Company reviews amounts capitalized as acquired IPR&D for impairment annually and whenever events or changes in circumstances indicate that the carrying value of the assets might not be recoverable. Deferred tax assets and liabilities arise from acquisition accounting adjustments where book values of certain assets and liabilities differ from their tax bases. Deferred tax assets and liabilities are recorded at the currently enacted rates which will be in effect at the time when the temporary differences are expected to reverse in the country where the underlying assets and liabilities are located. The developed technology, IPR&D assets and inventory acquired through the Viela acquisition were located in the United States as of the acquisition date, where a U.S. tax rate of 23.8% was utilized and a significant deferred tax liability of $451.3 million was recorded. Goodwill represents the excess of the total consideration over the estimated fair value of net assets acquired and was recorded in the consolidated balance sheet as of the acquisition date. The goodwill was primarily attributable to the establishment of a deferred tax liability for the developed technology intangible asset and the IPR&D intangible assets. Viela’s mid-stage biologics pipeline, R&D team and on-market medicine UPLIZNA, made it a complementary strategic fit with the Company’s pipeline, commercial portfolio and therapeutic areas of focus. The Company does not expect any portion of this goodwill to be deductible for tax purposes. The following table presents certain pro forma combined results of the Company and Viela for the six months ended June 30, 2021 as if the acquisition of Viela had occurred on January 1, 2020 (in thousands): For the Six Months Ended June 30, 2021, As reported Pro forma adjustments Pro forma Net sales $ 1,174,954 $ 10,588 $ 1,185,542 Net income 34,766 (30,804 ) 3,962 The pro forma combined financial information was prepared using the acquisition method of accounting and was based on the historical financial information of the Company and Viela. In order to reflect the pro forma information as if the acquisition occurred on January 1, 2020, the pro forma financial information includes adjustments to reflect incremental amortization expense to be incurred based on the current fair values of the identifiable intangible assets acquired; the incremental cost of medicines sold related to the fair value adjustments associated with acquisition-date inventory; the additional interest expense associated with the issuance of debt to finance the acquisition; and the reclassification of transaction costs incurred during the six months ended June 30, 2021 to the six months ended June 30, 2020. Significant non-recurring pro forma adjustments include transaction costs of $86.6 million which were assumed to have been incurred on January 1, 2020 and were recognized as if incurred in the first half of 2020. The pro forma financial information is not necessarily indicative of what the consolidated results of operations would have been had the acquisition actually been completed on January 1, 2020. In addition, the pro forma financial information is not a projection of future results of operations of the combined company nor does it reflect the expected realization of any synergies or cost savings associated with the acquisition. Other Arrangements Alpine Immune Sciences, Inc. On December 15, 2021, the Company entered into an exclusive license agreement with Alpine Immune Sciences, Inc. (“Alpine”) for the development and commercialization of up to four preclinical candidates generated from Alpine’s unique discovery platform. The agreement includes licensing of a lead, potential first-in-class preclinical candidate, as well as a research partnership to jointly generate additional novel candidates. These candidates include multi-specific fusion protein-based therapeutic candidates for autoimmune and inflammatory diseases. In connection with the execution of the license agreement, the Company entered into a stock purchase agreement with Alpine to purchase a minority stake of 951,980 shares of Alpine’s common stock in a private placement. Under the terms of the agreements, the Company paid Alpine $15.0 million in the fourth quarter of 2021 to purchase the shares of Alpine common stock and paid $25.0 million in the first quarter of 2022 as an upfront payment for the license. The shares of Alpine’s common stock were purchased at a premium to their fair value at the transaction closing date. The premium consisted of acquiring the shares at a price above the fair value based on a premium to the 30-day volume-weighted average share price prior to entering into the agreement. The Company recorded an asset of $11.9 million in other long-term assets in its consolidated balance sheet reflecting the fair value of the common stock. In addition, the Company recorded a charge of $28.1 million to R&D expense in its consolidated statement of comprehensive income for the year ended December 31, 2021, of which $25.0 million relates to the upfront payment and $3.1 million relates to the premium paid for shares of Alpine’s common stock. The $28.1 million was accounted for as the acquisition of an IPR&D asset during the year ended December 31, 2021. In addition, Alpine is eligible to receive up to $381.0 million per program, or approximately $1.52 billion in total, in future success-based payments related to development, regulatory and commercial milestones. Additionally, Alpine is eligible to receive tiered royalties from a mid-single digit percentage to a low double-digit percentage on worldwide net sales of licensed medicines. Alpine is required to advance candidate molecules to pre-defined preclinical milestones, and the Company will be responsible for the costs. The Company will then be required to assume responsibility for development and commercialization activities and costs. Arrowhead Pharmaceuticals, Inc. On June 18, 2021, the Company entered into a global agreement with Arrowhead Pharmaceuticals, Inc. (“Arrowhead”) for ARO-XDH, a discovery-stage investigational RNA interference (“RNAi”) therapeutic being developed by Arrowhead as a potential treatment for uncontrolled gout. Arrowhead granted the Company a worldwide exclusive license to develop, manufacture and commercialize medicines based on the RNAi therapeutic. Arrowhead is required to use commercially reasonable efforts to conduct research and preclinical development activities for the RNAi therapeutic products. The Company must use commercially reasonable efforts in, and will be responsible for, clinical development and commercialization of the RNAi therapeutic products. Under the terms of the agreement, the Company paid Arrowhead an upfront cash payment of $40.0 million in July 2021 and agreed to pay additional potential future milestone payments of up to $660.0 million contingent on the achievement of certain development, regulatory and commercial milestones, and low to mid-teens royalties on worldwide calendar year net sales of licensed medicines. The $40.0 million upfront payment was accounted for as the acquisition of an IPR&D asset and was recorded as a R&D expense in the consolidated statement of comprehensive income during the year ended December 31, 2021. |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | NOTE 5 – INVENTORIES Inventories are stated at the lower of cost or net realizable value. Inventories consist of raw materials, work-in-process and finished goods. The Company has entered into manufacturing and supply agreements for the manufacture of drug substance and finished goods inventories, and the 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 components of inventories as of June 30, 2022 and December 31, 2021 consisted of the following (in thousands): June 30, 2022 December 31, 2021 Raw materials $ 74,266 $ 43,366 Work-in-process 14,274 101,719 Finished goods 115,140 80,645 Inventories, net $ 203,680 $ 225,730 During the year ended December 31, 2021, as part of the Viela acquisition, a step-up in the value of inventory of $151.6 million was recorded, which was composed of $10.1 million for raw materials, $120.9 million for work-in-process and $20.6 million for finished goods. Refer to Note 4 for further details. Inventory step-up expense recorded in cost of goods sold relating to UPLIZNA was $17.4 million and $7.1 million for the three months ended June 30, 2022 and 2021, respectively, and was $44.6 million and $8.0 million for the six months ended June 30, 2022 and 2021, respectively. Because inventory step-up expense is related to an acquisition, will not continue indefinitely and has a significant effect on the Company’s gross profit, gross margin percentage and net income for all affected periods, the Company discloses balance sheet and income statement amounts related to inventory step-up within the Notes to the Condensed Consolidated Financial Statements. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 6 Months Ended |
Jun. 30, 2022 | |
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 June 30, 2022 and December 31, 2021 consisted of the following (in thousands): June 30, 2022 December 31, 2021 Advance payments for inventory $ 188,435 $ 160,103 Deferred charge for taxes on intercompany profit 121,549 66,175 Rabbi trust assets 25,590 26,519 Prepaid income taxes and income tax receivable 23,280 36,388 Other prepaid expenses and other current assets 69,953 67,921 Prepaid expenses and other current assets $ 428,807 $ 357,106 Advance payments for inventory as of June 30, 2022 and December 31, 2021, primarily represented payments made to the contract manufacturer of TEPEZZA drug substance. |
Property, Plant and Equipment
Property, Plant and Equipment | 6 Months Ended |
Jun. 30, 2022 | |
Property Plant And Equipment [Abstract] | |
Property, Plant and Equipment | NOTE 7 – PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment as of June 30, 2022 and December 31, 2021 consisted of the following (in thousands): June 30, 2022 December 31, 2021 Buildings $ 173,641 $ 174,209 Land and land improvements 44,010 40,468 Construction in process 41,745 28,210 Leasehold improvements 24,188 23,801 Machinery and equipment 21,009 18,390 Furniture and fixtures 20,105 19,318 Software 13,332 13,388 Other 11,778 10,418 349,808 328,202 Less accumulated depreciation (47,548 ) (35,904 ) Property, plant and equipment, net $ 302,260 $ 292,298 Depreciation expense was $6.1 million and $3.4 million for the three months ended June 30, 2022 and 2021, respectively, and was $11.9 million and $7.8 million for the six months ended June 30, 2022 and 2021, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2022 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | NOTE 8 – GOODWILL AND INTANGIBLE ASSETS Goodwill The table below presents goodwill for the Company’s reportable segments as of June 30, 2022 (in thousands): Orphan Inflammation Total Balance at December 31, 2021 $ 1,010,538 $ 56,171 $ 1,066,709 Goodwill impairment during the year — (56,171 ) (56,171 ) Balance at June 30, 2022 $ 1,010,538 $ — $ 1,010,538 In May 2022, Apotex Corp. and its affiliate, Apotex Inc. (collectively, “Apotex”), initiated an at-risk launch of a generic version of PENNSAID 2% in the United States. The Company subsequently initiated patent infringement litigation against Apotex and Apotex agreed to a voluntary injunction against further sales of the generic product pending the outcome of a motion for summary judgment. The injunction prevents further sales by Apotex but does not prevent wholesalers from continuing to resell the initial generic product inventory Apotex sold to them prior to the injunction. Even if the Company is successful in the motion for summary judgment, Apotex will still be able to pursue litigation to support its generic launch. Furthermore, the at-risk launch has created pressure on PENNSAID 2% sales The Company determined the fair value of the inflammation reporting unit as of June 30, 2022 using the income approach. The cash-flow projections were based on a financial forecast developed by management that included net sales projections, which are updated annually, or more frequently based on events that may significantly impact forecasts. The Company’s interim goodwill impairment test Intangible Assets As of June 30, 2022, the Company’s finite-lived intangible assets primarily consisted of developed technology related to ACTIMMUNE, KRYSTEXXA, PROCYSBI, RAVICTI, RAYOS, TEPEZZA and UPLIZNA. Intangible assets as of June 30, 2022 and December 31, 2021 consisted of the following (in thousands): June 30, 2022 December 31, 2021 Cost Accumulated Amortization Net Book Value Cost Basis Accumulated Amortization Net Book Value Developed technology (1) $ 4,650,292 $ (1,821,592 ) $ 2,828,700 $ 4,579,171 $ (1,642,427 ) $ 2,936,744 In-process research and development (1) 810,000 — 810,000 880,000 — 880,000 Other intangibles 29,894 (7,951 ) 21,943 29,894 (6,520 ) 23,374 Total intangible assets $ 5,490,186 $ (1,829,543 ) $ 3,660,643 $ 5,489,065 $ (1,648,947 ) $ 3,840,118 (1) In April 2022, the EC issued a legally binding decision based on the favorable recommendation of the CHMP of the EMA to grant a CMA for UPLIZNA for the treatment of adult patients with NMOSD in the EU. As a result, the Company transferred $70.0 million of IPR&D to developed technology in the second quarter of 2022. As of June 30, 2022, the remaining IPR&D relating to the Viela acquisition was $810.0 million. Amortization expense for the three months ended June 30, 2022 and 2021 was $91.3 million and $88.5 million, respectively, and was $180.6 million and $154.9 million for the six months ended June 30, 2022 and 2021, respectively. IPR&D is not amortized until successful regulatory approval of a project. As of June 30, 2022, estimated future amortization expense was as follows (in thousands): 2022 (July to December) $ 185,876 2023 359,377 2024 359,426 2025 359,377 2026 304,114 Thereafter 1,282,473 Total $ 2,850,643 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 6 Months Ended |
Jun. 30, 2022 | |
Payables And Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | NOTE 9 – ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities as of June 30, 2022 and December 31, 2021 consisted of the following (in thousands): June 30, 2022 December 31, 2021 Accrued royalties $ 86,821 $ 108,215 Payroll-related expenses 81,589 147,439 R&D and manufacturing programs 62,812 54,076 Advertising and marketing 31,529 16,930 Allowances for returns 28,101 33,881 Consulting and professional services 24,483 33,334 Pricing review liability 24,241 21,075 Accrued interest 14,511 14,989 Refund liability (1) 13,265 16,711 Accrued upfront and milestone payments — 35,100 Accrued other 51,684 41,265 Accrued expenses and other current liabilities $ 419,036 $ 523,015 (1) The refund liability represents the amount of consideration that the Company may need to refund to MTPC if it does not sell the product that was shipped to MTPC. The refund liability is remeasured at each reporting date to reflect changes in the estimate of variable consideration, with a corresponding adjustment to revenue. Amounts expected to be settled within the 12 months following the balance sheet date are classified as current liabilities in the accompanying balance sheets. Amounts not expected to be settled within the 12 months following the condensed consolidated balance sheet date are classified as long-term liabilities. The following represents the changes to the refund liability for the six months ended June 30, 2022 (in thousands): Refund liability at December 31, 2021 $ 16,711 Shipments during six months ended June 30, 2022 14,892 Remeasurement of refund liability recognized as revenue (10,147 ) Refund liability at June 30, 2022 $ 21,456 Less: current portion 13,265 Refund liability, net of current portion $ 8,191 |
Accrued Trade Discounts and Reb
Accrued Trade Discounts and Rebates | 6 Months Ended |
Jun. 30, 2022 | |
Valuation And Qualifying Accounts Disclosure [Line Items] | |
Accrued Expenses and Other Current Liabilities | NOTE 9 – ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities as of June 30, 2022 and December 31, 2021 consisted of the following (in thousands): June 30, 2022 December 31, 2021 Accrued royalties $ 86,821 $ 108,215 Payroll-related expenses 81,589 147,439 R&D and manufacturing programs 62,812 54,076 Advertising and marketing 31,529 16,930 Allowances for returns 28,101 33,881 Consulting and professional services 24,483 33,334 Pricing review liability 24,241 21,075 Accrued interest 14,511 14,989 Refund liability (1) 13,265 16,711 Accrued upfront and milestone payments — 35,100 Accrued other 51,684 41,265 Accrued expenses and other current liabilities $ 419,036 $ 523,015 (1) The refund liability represents the amount of consideration that the Company may need to refund to MTPC if it does not sell the product that was shipped to MTPC. The refund liability is remeasured at each reporting date to reflect changes in the estimate of variable consideration, with a corresponding adjustment to revenue. Amounts expected to be settled within the 12 months following the balance sheet date are classified as current liabilities in the accompanying balance sheets. Amounts not expected to be settled within the 12 months following the condensed consolidated balance sheet date are classified as long-term liabilities. The following represents the changes to the refund liability for the six months ended June 30, 2022 (in thousands): Refund liability at December 31, 2021 $ 16,711 Shipments during six months ended June 30, 2022 14,892 Remeasurement of refund liability recognized as revenue (10,147 ) Refund liability at June 30, 2022 $ 21,456 Less: current portion 13,265 Refund liability, net of current portion $ 8,191 |
Accrued Trade Discounts and Rebates [Member] | |
Valuation And Qualifying Accounts Disclosure [Line Items] | |
Accrued Expenses and Other Current Liabilities | NOTE 10 – ACCRUED TRADE DISCOUNTS AND REBATES Accrued trade discounts and rebates as of , 2021 (in thousands): June 30, 2022 December 31, 2021 Accrued government rebates and chargebacks $ 253,821 $ 222,632 Accrued commercial rebates and wholesaler fees 39,945 48,761 Accrued co-pay and other patient assistance 43,721 46,038 Accrued trade discounts and rebates $ 337,487 $ 317,431 Invoiced commercial rebates and wholesaler fees, co-pay and other patient assistance, and government rebates and chargebacks in accounts payable 297 — Total customer-related accruals and allowances $ 337,784 $ 317,431 The following table summarizes changes in the Company’s customer-related accruals and allowances from December 31, 2021 to June 30, 2022 (in thousands): Government Rebates and Chargebacks Commercial Rebates and Wholesaler Fees Co-Pay and Other Patient Assistance Total Balance at December 31, 2021 $ 222,632 $ 48,761 $ 46,038 $ 317,431 Current provisions relating to sales during the six months ended June 30, 2022 416,119 100,626 187,088 703,833 Adjustments relating to prior-year sales (23,551 ) 1,611 (3,439 ) (25,379 ) Payments relating to sales during the six months ended June 30, 2022 (174,232 ) (63,978 ) (143,459 ) (381,669 ) Payments relating to prior-year sales (187,147 ) (46,778 ) (42,507 ) (276,432 ) Balance at June 30, 2022 $ 253,821 $ 40,242 $ 43,721 $ 337,784 |
Segment and Other Information
Segment and Other Information | 6 Months Ended |
Jun. 30, 2022 | |
Segment Reporting [Abstract] | |
Segment and Other Information | NOTE 11 The Company has two reportable segments, the orphan segment and the inflammation segment, and the Company reports net sales and segment operating income (loss) for each segment. On March 15, 2021, the Company completed its acquisition of Viela. The acquisition expanded the Company’s commercial medicine portfolio by adding an additional rare disease medicine, UPLIZNA, to its orphan segment. The orphan segment includes the medicines TEPEZZA, KRYSTEXXA, RAVICTI, PROCYSBI, UPLIZNA, ACTIMMUNE, BUPHENYL and QUINSAIR as well as the Company’s R&D programs. The inflammation segment includes the medicines PENNSAID 2%, RAYOS, VIMOVO and DUEXIS. The Company’s chief operating decision maker (“CODM”) evaluates the financial performance of the Company’s segments based upon segment operating income (loss). Segment operating income (loss) is defined as income (loss) before expense (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 for the three and six months ended June 30, 2022 and 2021 (in thousands): For the Three Months Ended June 30, For the Six Months Ended June 30, 2022 2021 2022 2021 TEPEZZA $ 479,814 $ 453,255 $ 981,265 $ 455,320 KRYSTEXXA 167,755 130,317 308,459 237,074 RAVICTI 75,722 68,426 153,979 141,243 PROCYSBI 47,706 49,775 97,277 93,138 UPLIZNA (1) 38,598 14,475 69,075 16,348 ACTIMMUNE 29,989 27,777 61,424 56,540 BUPHENYL 1,387 2,262 3,548 3,922 QUINSAIR 335 222 631 431 Orphan segment net sales $ 841,306 $ 746,509 $ 1,675,658 $ 1,004,016 PENNSAID 2% 23,586 48,941 58,954 94,758 RAYOS 11,150 13,406 24,637 28,678 VIMOVO 299 1,582 1,214 5,927 DUEXIS 70 22,110 1,193 41,575 Inflammation segment net sales $ 35,105 $ 86,039 $ 85,998 $ 170,938 Total net sales $ 876,411 $ 832,548 $ 1,761,656 $ 1,174,954 (1) UPLIZNA revenue is affected each reporting period by the changes in the estimate of variable consideration included in the remeasurement of the refund liability for shipments to MTPC. During the three and six months ended June 30, 2022, the Company recognized $8.6 million and $10.1 million, respectively, of revenue as a result of the change in this estimate. The amount of variable consideration recognized is dependent on MTPC’s sales over which the Company has no direct control. The table below provides reconciliations of the Company’s segment operating income (loss) to the Company’s total income (loss) before expense (benefit) for income taxes for the three and six months ended June 30, 2022 and 2021 (in thousands): For the Three Months Ended June 30, For the Six Months Ended June 30, 2022 2021 2022 2021 Segment operating income (loss): Orphan $ 315,075 $ 321,235 $ 666,589 $ 322,289 Inflammation (6,552 ) 46,767 8,797 89,447 Reconciling items: Amortization and step-up: Intangible amortization expense (91,335 ) (88,523 ) (180,595 ) (154,892 ) Inventory step-up expense (17,362 ) (7,091 ) (44,563 ) (8,002 ) Impairment of goodwill (56,171 ) — (56,171 ) — Share-based compensation (45,149 ) (54,424 ) (92,449 ) (115,590 ) Interest expense, net (21,409 ) (22,581 ) (42,665 ) (36,041 ) Depreciation (6,091 ) (3,393 ) (11,943 ) (7,844 ) Manufacturing plant start-up costs (1,582 ) — (2,389 ) — Restructuring and realignment costs (1,253 ) (930 ) (1,790 ) (7,023 ) Acquisition/divestiture-related costs (1,023 ) (30,626 ) (2,612 ) (80,017 ) Upfront and milestone payments related to license and collaboration agreements — (46,500 ) — (49,500 ) Impairment of long-lived asset — — — (12,371 ) Gain on sale of asset — 2,000 — 2,000 Foreign exchange gain (loss) 28 (39 ) 448 (887 ) Other (expense) income, net (2,389 ) (262 ) (3,131 ) 2,962 Income (loss) before expense (benefit) for income taxes $ 64,787 $ 115,633 $ 237,526 $ (55,469 ) 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 for the three and six months ended June 30, 2022 and 2021 (in thousands, except percentages): For the Three Months Ended June 30, 2022 2021 Amount % of Amount % of Gross Sales Sales Customer A $ 315,484 25 % $ 342,149 26 % Customer B 275,528 22 % 410,436 31 % Customer C 305,531 25 % 240,290 18 % Customer D 226,459 18 % 212,820 16 % Other Customers 118,272 10 % 117,500 9 % Gross Sales $ 1,241,274 100 % $ 1,323,194 100 % For the Six Months Ended June 30, 2022 2021 Amount % of Amount % of Gross Sales Sales Customer A $ 648,857 26 % $ 526,835 25 % Customer B 576,738 23 % 659,176 32 % Customer C 553,150 22 % 358,327 17 % Customer D 460,585 19 % 303,439 15 % Other Customers 233,429 10 % 236,949 11 % Gross Sales $ 2,472,759 100 % $ 2,084,726 100 % 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 for the three and six months ended June 30, 2022 and 2021 (in thousands, except percentages): For the Three Months Ended June 30, 2022 For the Three Months Ended June 30, 2021 Amount % of Total Net Sales Amount % of Total Net Sales United States $ 863,371 99% $ 830,185 100% Rest of world 13,040 1% 2,363 * Net sales $ 876,411 $ 832,548 *Less than 1% For the Six Months Ended June 30, 2022 For the Six Months Ended June 30, 2021 Amount % of Total Net Sales Amount % of Total Net Sales United States $ 1,741,661 99% $ 1,170,515 100% Rest of world 19,995 1% 4,439 * Net sales $ 1,761,656 $ 1,174,954 *Less than 1% |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2022 | |
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. 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 June 30, 2022 and December 31, 2021 (in thousands): June 30, 2022 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 1,399,000 $ — $ — $ 1,399,000 Canadian government commercial paper 399,632 — — 399,632 U.S. Treasury securities 49,998 — — 49,998 Bank time deposits — 11,616 — 11,616 Equity securities (1) 8,101 — — 8,101 Interest rate swap contracts — 2,615 — 2,615 Foreign currency contracts — 68 — 68 Other current assets 25,590 — — 25,590 Total assets at fair value $ 1,882,321 $ 14,299 $ — $ 1,896,620 Liabilities: Foreign currency contracts — (2,197 ) — (2,197 ) Other long-term liabilities (25,590 ) — — (25,590 ) Total liabilities at fair value $ (25,590 ) $ (2,197 ) $ — $ (27,787 ) December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Bank time deposits $ — $ 11,867 $ — $ 11,867 Money market funds 1,367,500 1,367,500 Equity securities (1) 13,185 13,185 Other current assets 26,519 — — 26,519 Total assets at fair value $ 1,407,204 $ 11,867 $ — $ 1,419,071 Liabilities: Other long-term liabilities (26,519 ) — — (26,519 ) Total liabilities at fair value $ (26,519 ) $ — $ — $ (26,519 ) (1) The Company held investments in equity securities with readily determinable fair values of $8.1 million and $13.2 million as of June 30, 2022 and December 31, 2021, respectively, which are included in other long-term assets in the condensed consolidated balance sheets. During the three months and six months ended June 30, 2022, the Company recognized net unrealized losses of $0.4 million and $5.1 million, respectively, in the other (expense) income, net line item of the Company’s condensed consolidated statement of comprehensive income, due to the change in fair value of these securities. There were no sales of equity securities for the three and six months ended June 30, 2022. As of June 30, 2022, 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. The Company utilizes the market approach to measure fair value for its money market funds, Canadian government commercial paper and U.S. Treasury securities. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. The Company’s derivative assets and liabilities include interest rate swaps, which are carried at fair value. Interest rate swaps entered into by the Company are typically executed over-the-counter and are valued using discounted cash flows along with fair value models that primarily use observable market inputs. These models take into account a variety of factors including, where applicable, maturity, interest rate yield curves, and counterparty credit risks. Refer to Note 14 for further details. The Company’s derivative assets and liabilities also include foreign currency forward contracts, which all have maturities of one month or less. The Company estimates the fair values of these contracts by using observable market inputs including the forward and spot prices for foreign currencies. Refer to Note 14 for further details. 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. |
Debt Agreements
Debt Agreements | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt Agreements | NOTE 13 – DEBT AGREEMENTS The Company’s outstanding debt balances as of June 30, 2022 and December 31, 2021 consisted of the following (in thousands): June 30, 2022 December 31, 2021 Term Loan Facility due 2028 $ 1,580,000 1,588,000 Term Loan Facility due 2026 418,026 418,026 Senior Notes due 2027 600,000 600,000 Total face value 2,598,026 2,606,026 Debt discount (10,879 ) (12,164 ) Deferred financing fees (20,158 ) (22,629 ) Total long-term debt 2,566,989 2,571,233 Less: current maturities 16,000 16,000 Long-term debt, net of current maturities $ 2,550,989 $ 2,555,233 Term Loan Facility and Revolving Credit Facility On March 15, 2021, Horizon Therapeutics USA, Inc. (the “Borrower” or “HTUSA”), a wholly-owned subsidiary of the Company, borrowed approximately $1.6 billion aggregate principal amount of loans (the “2028 Term Loans”) pursuant to an amendment (the “March 2021 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, Amendment No. 6, dated May 22, 2019, Amendment No. 7, dated December 18, 2019 and the Incremental Amendment and Joinder Agreement, dated August 17, 2020 (the “Term Loan Facility”). Pursuant to Amendment No. 7, the Borrower borrowed approximately $418.0 million aggregate principal amount of loans (the “2026 Term Loans”). Pursuant to Amendment No. 5, the Borrower received $200.0 million aggregate principal amount of revolving commitments, which was increased to $275.0 million aggregate amount of revolving commitments (the “Incremental Revolving Commitments”) pursuant to the Incremental Amendment and Joinder Agreement. The Incremental Revolving Commitments were established pursuant to an incremental facility (the “Revolving Credit Facility”) that 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 June 30, 2022, 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 March 2021 Amendment. The 2028 Term Loans were incurred as a separate class of term loans under the Credit Agreement with substantially the same terms of the 2026 Term Loans. The Borrower used the proceeds of the 2028 Term Loans to fund a portion of the consideration payable in the acquisition of Viela. The 2028 Term Loans bear interest at a rate, at Borrower’s option, equal to the LIBOR, plus 2.00% per annum (subject to a 0.50% LIBOR floor) or the adjusted base rate plus 1.00% per annum, with a step-down to LIBOR plus 1.75% per annum or the adjusted base rate plus 0.75% 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 2026 Term 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 2026 Term Loans to repay the Refinanced Loans, which totaled approximately $418.0 million. The 2026 Term Loans bear interest at a rate, at the Borrower’s option, equal to 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 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 2028 Term Loans, (ii) the 2026 Term Loans, (iii) the Revolving Credit Facility, (iv) one or more uncommitted additional incremental loan facilities subject to the satisfaction of certain financial and other conditions, and (v) 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 2028 Term Loans, 2026 Term 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 2028 Term Loans, 2026 Term 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 Borrower is permitted to make voluntary prepayments of the loans under the Credit Agreement at any time without payment of a premium. 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 a 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 will amortize in equal quarterly installments in an aggregate annual amount equal to 1% of the original principal amount thereof, with any remaining balance payable on March 15, 2028, the final maturity date of the . is 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 2028 Term Loans is variable and, as of June 30, 2022 the interest rate on the 2028 Term Loans was 3.38% and the effective interest rate was 3.62%. The interest on the 2026 Term Loans is variable and as of June 30, 2022 the interest rate on the 2026 Term Loans was 3.63% and the effective interest rate was 3.91%. As of June 30, 2022, the fair value of the amounts outstanding under the 2028 Term Loans and the 2026 Term Loans were approximately $1,520.8 million and $403.4 million, respectively, categorized as a Level 2 instrument, as defined in Note 12. On April 25, 2022, the Company entered into two interest rate swap agreements with notional amounts totaling $800.0 million, effective June 24, 2022, to hedge or otherwise protect against interest rate fluctuations on a portion of its variable rate debt. Refer to Note 14 for further details. 2027 Senior Notes On July 16, 2019, 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. 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. 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 June 30, 2022, the interest rate on the 2027 Senior Notes was 5.50% and the effective interest rate was 5.76%. As of June 30, 2022, the fair value of the 2027 Senior Notes was approximately $573.0 million, categorized as a Level 2 instrument, as defined in Note 12. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 6 Months Ended |
Jun. 30, 2022 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | NOTE 14 – DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES Interest rate risk The Company is a party to interest rate swap agreements designated as cash flow hedges with notional amounts totaling $800.0 million as of June 30, 2022, which effectively fix LIBOR at approximately 2.8% through December 24, 2026. These agreements were designated as cash flow hedges on the exposure of the variability of future cash flows subject to the variable monthly interest rates on $800.0 million of the Company’s 2028 Term Loans and the 2026 Term Loans. The change in fair value is recorded as part of other comprehensive income (loss). Interest expense is adjusted to include the payments made or received under the swap agreements. Foreign currency risk The Company also enters into foreign currency forward contracts with durations of one month or less to mitigate the foreign currency risk related to certain balance sheet positions. The Company has not elected hedge accounting for these transactions and they are recorded at fair value. As of June 30, 2022, the Company had outstanding foreign currency forward contracts to sell $116.6 million and purchase €67.0 million, CHF36.5 million, and CAD8.0 million, all of which had settlement dates of less than one month. No amounts are excluded from the assessment of effectiveness for cash flow hedges. Refer to Note 12 for further details on the valuation methodologies for the Company’s derivative instruments. The following table summarizes the amounts and locations of the Company’s derivative instruments on the condensed consolidated balance sheet as of June 30, 2022 (in thousands): Fair value - Derivatives in asset position Fair value - Derivatives in liability position Balance sheet location June 30, 2022 Balance sheet location June 30, 2022 Interest rate swap contracts Designated as cash flow hedges Prepaid expenses and other current assets $ 2,142 Accrued expenses and other current liabilities $ — Designated as cash flow hedges Other long-term assets 473 Other long-term liabilities — Foreign currency forward contracts Not designated as hedges Prepaid expenses and other current assets 68 Accrued expenses and other current liabilities 2,197 Total derivatives $ 2,683 $ 2,197 While foreign currency forward contracts are subject to a master netting arrangement, the Company does not offset derivative assets and liabilities within the condensed consolidated balance sheet. The following table summarizes the pre-tax amount and locations of derivative instrument net gains (losses) recognized in the condensed consolidated statement of comprehensive income (in thousands): Location For the Three Months Ended June 30, 2022 Interest rate swap contracts designated as cash flow hedges Interest expense, net $ 157 Foreign currency forward contracts not designated as cash flow hedges Foreign exchange loss (3,248 ) The following table presents the pre-tax amounts of gains from derivative instruments recognized in other comprehensive income (loss) (in thousands): For the Three Months Ended June 30, 2022, Interest rate swap contracts designated as cash flow hedges $ 2,615 Assuming market rates remain constant through contract maturities, the Company expects to reclassify pre-tax net gains of $2.2 million into interest expense, net for interest rate swap cash flow hedges within the next 12 months. The cash flow effects of the Company’s derivative contracts in the condensed consolidated statement of cash flows are included in operating activities. |
Lease Obligations
Lease Obligations | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Lease Obligations | NOTE 15 – LEASE OBLIGATIONS As of June 30, 2022, the Company had the following office space lease agreements in place for real properties: Location Approximate Square Feet Lease Expiry Date Dublin, Ireland 63,000 May 4, 2041 Lake Forest, Illinois 160,000 March 31, 2031 South San Francisco, California 40,000 December 31, 2031 Rockville, Maryland 42,000 August 31, 2024 to May 31, 2026 Chicago, Illinois 9,200 December 31, 2028 Gaithersburg, Maryland 7,200 June 30, 2022 Washington, D.C. 6,000 September 30, 2024 Mannheim, Germany 4,800 December 31, 2022 The above table does not include details of an agreement to lease entered into in November 2021 relating to approximately 192,000 square feet of office and laboratory space under construction in Rockville, Maryland. Lease commencement will begin when construction of the building is completed by the lessor and the Company has access to begin the construction of leasehold improvements. As of June 30, 2022 and December 31, 2021, the Company had right-of-use lease assets included in other long-term assets of $94.8 million and $75.7 million, respectively; current lease liabilities included in accrued expenses and other current liabilities of $5.0 million and $3.6 million, respectively; and non-current lease liabilities included in other long-term liabilities of $108.7 million and $93.8 million, respectively, in its condensed consolidated balance sheets. In February 2021, the Company vacated the Lake Forest leased office building. As a result of the Company vacating the Lake Forest office, the Company recorded an impairment charge of $12.4 million during the six months ended June 30, 2021, using an income approach based on market prices for similar properties provided by a third-party. This charge was reported within impairment of long-lived asset in the condensed consolidated statement of comprehensive income. In January 2022, the Company entered a sublease agreement for the entire Lake Forest office building for the remaining term of the original lease through March 31, 2031. The Company recognizes rent expense on a monthly basis over the lease term based on a straight-line method. Rent expense was $3.1 million and $2.4 million for the three months ended June 30, 2022 and 2021, respectively, and $6.1 million and $4.0 million for the six months ended June 30, 2022 and 2021, respectively. The table below reconciles the undiscounted cash flows for each of the first five years and total of the remaining years to the lease liabilities recorded on the Company’s condensed consolidated balance sheet as of June 30, 2022 (in thousands): 2022 (July to December) $ 4,051 2023 12,032 2024 12,904 2025 12,210 2026 12,002 Thereafter 96,163 Total lease payments 149,362 Imputed interest (35,654 ) Total lease liabilities $ 113,708 The weighted-average discount rate and remaining lease term for leases as of June 30, 2022 was 4.53% and 13.89 years, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 16 – COMMITMENTS AND CONTINGENCIES Purchase Commitments Under the Company’s supply 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. At June 30, 2022, the Company had binding purchase commitments with AGC Biologics for TEPEZZA drug substance of €94.9 million ($99.3 million converted at a Euro-to-Dollar exchange rate as of June 30, 2022 of 1.0462), to be delivered through June 2024. Under the Company’s supply 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 June 30, 2022, the Company had binding purchase commitments with Catalent for TEPEZZA drug product of $9.3 million, to be delivered through December 2023. Pharmaceuticals Inc. (“ In December 2020, pursuant to the Defense Production Act of 1950 (“DPA”), Catalent was ordered to prioritize certain COVID-19 vaccine manufacturing, resulting in the cancellation of previously guaranteed and contracted TEPEZZA drug product manufacturing slots which were required to maintain TEPEZZA supply. To offset the reduced slots allowed by the DPA and Catalent, the Company accelerated plans to increase the production scale of TEPEZZA drug product. In March 2021, the FDA approved a prior approval supplement to the TEPEZZA biologics license application (which was previously approved in January 2020), giving the Company authorization to manufacture more TEPEZZA drug product in a batch resulting in an increased number of vials with each manufacturing slot. The Company commenced resupply of TEPEZZA to the market in April 2021. 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% of its annual worldwide bulk product requirements for KRYSTEXXA from BTG Israel. Under the agreement, i 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. Under an agreement with Boehringer Ingelheim Biopharmaceuticals GmbH (“Boehringer Ingelheim Biopharmaceuticals”), Boehringer Ingelheim Biopharmaceuticals is required to manufacture and supply ACTIMMUNE to the Company. The Company is required to purchase minimum quantities of finished medicine during the term of the agreement, which term extends to at least September 30, 2024. As of June 30, 2022, the minimum purchase commitment to Boehringer Ingelheim Biopharmaceuticals was €9.3 million ($9.7 million converted using a Euro-to-Dollar exchange rate of 1.0462 as of June 30, 2022) through September 2024. Excluding the above, additional purchase orders and other commitments relating to the manufacture of BUPHENYL, DUEXIS, PENNSAID 2%, PROCYSBI, QUINSAIR, RAVICTI, RAYOS, UPLIZNA and VIMOVO of $20.1 million were outstanding at June 30, 2022. 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. Disclosure of ongoing matters is considered at the time of each filing and matters may be removed if the statute of limitations has lapsed or circumstances have changed that reduce the risk of exposure. Royalty and Milestone Agreements TEPEZZA River Vision Acquisition Agreement and S.R. One/Lundbeckfond Agreements Under the acquisition agreement for River Vision Development Corp. (“River Vision”) in May 2017, the Company agreed 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 included a royalty payment of 3% of the portion of annual worldwide net sales exceeding $300.0 million. S.R. One, Limited (“S.R. One”) and Lundbeckfond Invest A/S (“Lundbeckfond”), as two of the former River Vision stockholders, both held rights to receive approximately 35.66% of any future TEPEZZA payments. As a result of the Company’s agreements with S.R. One and Lundbeckfond in April 2020, the Company’s remaining net obligations to make payments for TEPEZZA sales milestones and royalties to the former stockholders of River Vision was reduced by approximately 70.25%, after including payments to a third party. This resulted in milestone payments of $67.0 million to the other former River Vision stockholders during the year ended December 31, 2021. There are no further TEPEZZA net sales milestone obligations remaining to the former River Vision stockholders. In addition, as a result of the S.R. One and Lundbeckfond agreements, annual earnout payments of 0.893% are due on the portion of annual worldwide net sales exceeding $300.0 million. Roche License Agreement Under the Company’s license agreement with F. Hoffmann-La Roche Ltd and Hoffmann-La Roche Inc. (together referred to as “Roche”) The Company made a milestone payment of CHF5.0 million ($5.2 million when converted using a CHF-to-Dollar exchange rate at the date of payment of 1.0382) related to FDA approval during the first quarter of 2020. The agreement with Roche also includes tiered royalties on annual worldwide net sales between 9% and 12%. During the year ended December 31, 2021, the Company made a milestone payment of CHF50.0 million ($56.1 million when converted using a CHF-to-Dollar exchange rate at the date of payment of 1.1228) in relation to the attainment of TEPEZZA net sales milestones. The Company’s remaining obligation to Roche relating to the attainment of various TEPEZZA development and regulatory milestones is CHF43.0 million ($45.0 million when converted using a CHF-to-Dollar exchange rate at June 30, 2022 of 1.0467). Other Agreements Alpine Immune Science, Inc. On December 15, 2021, the Company entered into an exclusive license agreement with Alpine for the development and commercialization of up to four preclinical candidates generated from Alpine’s unique discovery platform. In connection with the execution of the license agreement, the Company entered into a stock purchase agreement with Alpine to purchase a minority stake of 951,980 shares of Alpine’s common stock in a private placement. Under the terms of the agreements, the Company paid Alpine $15.0 million in the fourth quarter of 2021 and paid $25.0 million in the first quarter of 2022. In addition, Alpine is eligible to receive up to $381.0 million per program, or approximately $1.52 billion in total, in future success-based payments related to development, regulatory and commercial milestones. Additionally, Alpine is eligible to receive tiered royalties from a mid-single digit percentage to a low double-digit percentage on worldwide net sales of licensed medicines. Alpine is required to advance candidate molecules to pre-defined preclinical milestones, and the Company will be responsible for the costs. The Company will then be required to assume responsibility for development and commercialization activities and costs. Arrowhead Pharmaceuticals, Inc. On June 18, 2021, the Company entered into a global agreement with Arrowhead for ARO-XDH, a discovery-stage investigational RNAi therapeutic being developed by Arrowhead as a potential treatment for uncontrolled gout. Arrowhead granted the Company a worldwide exclusive license to develop, manufacture and commercialize medicines based on the RNAi therapeutic. Arrowhead is required to use commercially reasonable efforts to conduct research and preclinical development activities for the RNAi therapeutic products. The Company must use commercially reasonable efforts in, and will be responsible for, clinical development and commercialization of the RNAi therapeutic products. Venture capital funds The Company is committed to invest as a strategic limited partner in four venture capital funds: Forbion Growth Opportunities Fund I C.V., Forbion Capital Fund V C.V., Aisling Capital V, L.P. and RiverVest Venture Fund V, L.P. As of June 30, 2022, the total carrying amount of the Company’s investments in these funds was $22.4 million, which is included in other long-term assets in the condensed consolidated balance sheet, and includes $2.2 million in net cash distributions for investments received during the first half of 2022. As of June 30, 2022, the Company’s total future commitments to these funds were $38.2 million. During the six months ended June 30, 2022 and 2021, the Company recorded investment income under the equity method of $2.4 million and $1.7 million, respectively, in the other (expense) income, net line item of the Company’s condensed consolidated statement of comprehensive income related to these funds. Non-cancellable advertising commitments As of June 30, 2022, the Company had $42.5 million of non-cancellable advertising commitments due within one year, primarily related to its U.S. commercial business. 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. |
Legal Proceedings
Legal Proceedings | 6 Months Ended |
Jun. 30, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Legal Proceedings | NOTE 1 7 - LEGAL PROCEEDINGS PENNSAID 2% On May 6, 2022, Apotex received FDA approval to market a generic diclofenac sodium topical solution 2% (“Apotex ANDA Product”), following the apparent forfeiture by Actavis Laboratories UT, Inc. (“Actavis”) of its first-filer exclusivity. On May 13, 2022, the Company filed a complaint against Apotex asserting that the manufacture, use, offer for sale, or sale of the Apotex ANDA Product would infringe U.S. Patent No. 9,066,913 (the “‘913 patent”) in the United States District Court for the District of Delaware. The Company previously successfully enforced the ‘913 patent against Actavis in the District of New Jersey and the Federal Circuit subsequently affirmed the District Court’s ruling. The Company purchased PENNSAID 2% from Nuvo Pharmaceuticals Inc. (“Nuvo”) in 2014. Apotex alleges that a settlement agreement entered into in January 2013 with Nuvo provides it with a license to the ‘913 patent. The Company disputes the scope of Apotex’s settlement and license with Nuvo, contending that it does not provide Apotex with a license to the ‘913 patent, which was issued to the Company after the Company’s purchase of PENNSAID 2% from Nuvo. On May 17, 2022, the Company moved for a preliminary injunction enjoining Apotex from engaging in the commercial manufacture, use, offer to sell, or sale of the Apotex ANDA Product. On May 27, 2022, the parties filed a stipulated preliminary injunction and a proposed expedited briefing schedule to present the underlying license dispute to the District Court by way of a motion for summary judgment. On May 31, 2022, the District Court entered the preliminary injunction. The District Court has scheduled a hearing on the motion for summary judgment for August 23, 2022. PROCYSBI On February 2, 2022 and February 16, 2022, the Company received notice from Teva Pharmaceuticals, Inc. (“Teva”) that it had filed Abbreviated New Drug Applications (“ANDA”) |
Share-Based and Long-Term Incen
Share-Based and Long-Term Incentive Plans | 6 Months Ended |
Jun. 30, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-Based and Long-Term Incentive Plans | NOTE 18 – SHARE-BASED AND LONG-TERM INCENTIVE PLANS The Company’s equity incentive plans at June 30, 2022 included its 2011 Equity Incentive Plan, as amended, Amended and Restated 2014 Equity Incentive Plan (“2014 EIP”), 2014 Non-Employee Equity Plan, as amended (“2014 Non-Employee Plan”), 2020 Employee Share Purchase Plan (“2020 ESPP”), Amended and Restated 2020 Equity Incentive Plan, as amended (“2020 EIP”) and Amended and Restated 2018 Equity Incentive Plan (“2018 EIP”). On February 23, 2022, the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) approved amending the 2020 EIP, subject to shareholder approval, to increase the aggregate number of ordinary shares available for the grant of equity awards to the Company’s employees by an additional 4,800,000 shares. On April 28, 2022, the shareholders of the Company approved the amendment to the 2020 EIP. As of June 30, 2022, an aggregate of 2,193,376 ordinary shares were authorized and available for future issuance under the 2020 ESPP, an aggregate of 18,864,292 ordinary shares were authorized and available for future grants under the 2020 EIP, an aggregate of 483,069 ordinary shares were authorized and available for future grants under the 2014 Non-Employee Plan and an aggregate of 1,858,117 ordinary shares were authorized and available for future grants under the 2018 EIP. Stock Options The following table summarizes stock option activity during the six months ended June 30, 2022: Options Weighted Average Exercise Price Weighted Average Contractual Term Remaining (in years) Aggregate Intrinsic Value (in thousands) Outstanding as of December 31, 2021 6,209,583 $ 23.91 3.95 $ 520,651 Exercised (945,232 ) 22.78 — — Forfeited (38,897 ) 52.90 — — Expired (256 ) 70.24 — — Outstanding as of June 30, 2022 5,225,198 $ 23.90 3.44 $ 291,878 Exercisable as of June 30, 2022 5,008,713 $ 22.85 3.26 $ 285,049 Stock options typically have a contractual term of ten years from grant date. Restricted Stock Units The following table summarizes restricted stock unit activity for the six months ended June 30, 2022: Number of Units Weighted Average Grant-Date Fair Value Per Unit Outstanding as of December 31, 2021 4,412,681 $ 52.67 Granted 1,702,579 102.50 Vested (2,106,338 ) 41.69 Forfeited (299,607 ) 77.41 Outstanding as of June 30, 2022 3,709,315 $ 79.83 The grant-date fair value of restricted stock units is the closing price of the Company’s ordinary shares on the date of grant. Performance Stock Unit Awards The following table summarizes performance stock unit awards (“PSUs”) activity for the six months ended June 30, 2022: Number of Units Weighted Average Grant-Date Fair Value Per Unit Average Illiquidity Discount Recorded Weighted Average Fair Value Per Unit Outstanding as of December 31, 2021 1,528,216 Granted 309,470 $ 138.41 4.65 % $ 131.98 Forfeited (53,233 ) 105.34 6.50 % 98.49 Vested (913,490 ) 33.20 6.15 % 31.16 Performance Based Adjustment (1) 190,529 31.54 6.60 % 29.46 Outstanding as of June 30, 2022 1,061,492 (1) Represents adjustment based on meeting total shareholder return (“TSR”) performance at 200% for the PSUs that were awarded to key executive participants on January 4, 2019. On January 4, 2022, the Company awarded PSUs to key executive participants (“2022 PSUs”). The 2022 PSUs are subject to both performance-based and service based vesting provisions. The 2022 PSUs utilize three long-term performance metrics, as follows: • 50% of the 2022 PSUs that may vest (such portion of the PSU award, the “2022 Relative TSR PSUs”) are determined by reference to the Company’s TSR over the three-year period ending December 31, 2024, as measured relative to the TSR of each company included in the Nasdaq Biotechnology Index during such three-year • 30% of the 2022 PSUs that may vest (such portion of the PSU award, the “2022 Strategic PSUs”) are determined by reference to the Company’s achievement of certain performance objectives related to R&D and technical operations during the three-year • 20% of the 2022 PSUs that may vest (such portion of the PSU award, the “2022 Financial PSUs”) are determined by reference to the Company’s achievement of certain financial milestones. Half of the 2022 Financial PSUs that may vest will be determined by reference to the Company’s net sales of infused medicines during the two-year the other half of the 2022 Financial PSUs that may vest will be determined by reference to the Company’s internally-calculated adjusted EBITDA during the same period. Generally, in order to vest in any portion of the 2022 Financial PSUs, the participant must also remain in continuous service with the Company through the earlier of (i) January 5, 2024 (with respect to 2/3rds of the 2022 Financial PSUs) and January 5, 2025 (with respect to 1/3rd of the 2022 Financial PSUs) or (ii) the date immediately prior to a change in control. If a change in control occurs prior to the completion of the defined performance period, a portion of the 2022 PSUs will vest as measured through the date of the change in control which will be determined by the Compensation Committee. In April 2021 and October 2021, the Company’s board of directors approved modifications of certain outstanding awards of two senior executives, one of whom retired in January 2022 and the other who’s employment was terminated in January 2022. The modifications provided for continued vesting of performance awards post termination of services that would have otherwise been forfeited. The modifications resulted in an incremental expense of $6.4 million accrued through the senior executives’ respective retirement and termination dates. All PSUs outstanding on June 30, 2022 may vest in a range of between 0% and 200%, with the exception of certain modified PSUs granted in 2020 and based on net sales which are capped at 150%. The Company accounts for all PSUs as equity-settled awards in accordance with ASC 718, Compensation-Stock Compensation Valuation date stock price $ 105.97 Expected volatility 45.01 % Risk free rate 1.01 % The value of the 2022 Strategic PSUs and 2022 Financial 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. Share-Based Compensation Expense The following table summarizes share-based compensation expense included in the Company’s condensed consolidated statements of operations for the six months ended June 30, 2022 and 2021 (in thousands): For the Six Months Ended June 30, 2022 2021 Share-based compensation expense Cost of goods sold $ 4,471 $ 5,080 Research and development 15,720 17,776 Selling, general and administrative 72,258 92,734 Total share-based compensation expense $ 92,449 $ 115,590 During the six months ended June 30, 2022 and 2021, the Company recognized $53.9 million and $60.9 million of tax benefit, respectively, related to share-based compensation resulting primarily from the fair value of equity awards at the time of the exercise of stock options and vesting of restricted stock units and PSUs. As of June 30, 2022, the Company estimated that pre-tax unrecognized compensation expense of $327.4 million for all unvested share-based awards, including stock options, restricted stock units and PSUs, will be recognized through the second quarter of 2023. 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 2020 EIP and the 2018 EIP. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 19 – 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 valuation allowances 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. Deferred tax assets and liabilities are recorded at the currently enacted rates which will be in effect at the time when the temporary differences are expected to reverse in the country where the underlying assets and liabilities are located. The impact of tax rate changes on deferred tax assets and liabilities is recognized in the period in which the change is enacted. The following table presents the expense (benefit) for income taxes for the three and six months ended June 30, 2022 and 2021 (in thousands): For For 2022 2021 2022 2021 Income (loss) before expense (benefit) for income taxes $ 64,787 $ 115,633 $ 237,526 $ (55,469 ) Expense (benefit) for income taxes 3,813 (42,484 ) (27,709 ) (90,235 ) Net income $ 60,974 $ 158,117 $ 265,235 $ 34,766 During the three and six months ended June 30, 2022, the Company recorded an expense for income taxes of $3.8 million and a benefit for income taxes of $27.7 million, respectively. During the three and six months ended June 30, 2021, the Company recorded a benefit for income taxes of $42.5 million and $90.2 million, respectively. The decrease in benefit for income taxes recorded during the six months ended June 30, 2022 compared to the six months ended June 30, 2021, resulted primarily from the mix of pre-tax income and losses incurred in various tax jurisdictions and a decrease in the tax benefits recognized on share-based compensation. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation Unless otherwise indicated or the context otherwise requires, references to “Horizon”, the “Company”, “we”, “us” and “our” refer to Horizon Therapeutics plc and its consolidated subsidiaries. The unaudited condensed consolidated financial statements presented herein have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the financial statements do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments, including normal recurring adjustments, considered necessary for a fair statement of the financial statements have been included. Operating results for the three and six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. The December 31, 2021 condensed consolidated balance sheet was derived from audited financial statements, but does not include all disclosures required by GAAP. |
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. In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848) Recent authoritative guidance issued by the FASB (including technical corrections to the Accounting Standards Codification (“ASC”)), 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 condensed consolidated financial statements and related disclosures. |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities All derivative instruments are recognized as either assets or liabilities at fair value on the condensed consolidated balance sheets and are classified as current or non-current based on the scheduled maturity of the instrument. For derivatives designated as hedges, the Company assesses at inception and quarterly thereafter whether the hedging derivatives are highly effective in offsetting changes in the fair value or cash flows of the hedged item. The effective portions of changes in the fair value of a derivative designated as a cash flow hedge are reported in accumulated other comprehensive loss (“AOCL”) and are subsequently recognized in net income consistent with the underlying hedged item. If it is determined that a derivative is no longer highly effective as a hedge, the Company discontinues hedge accounting prospectively. If a hedged forecasted transaction becomes probable of not occurring, any gains or losses are reclassified from AOCL to net income. Derivatives that are not designated as hedges are adjusted to fair value through current net income. |
Net Income per Share (Tables)
Net Income per Share (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Income per Share | The following table presents basic and diluted net income per share for the three and six months ended June 30, 2022 and 2021 (in thousands, except share and per share data): For the Three Months Ended June 30, For the Six Months Ended June 30, 2022 2021 2022 2021 Basic net income per share calculation: Numerator - net income $ 60,974 $ 158,117 $ 265,235 $ 34,766 Denominator - weighted average of ordinary shares outstanding 230,020,004 225,119,684 229,559,715 224,523,538 Basic net income per share $ 0.27 $ 0.70 $ 1.16 $ 0.15 For the Three Months Ended June 30, For the Six Months Ended June 30, 2022 2021 2022 2021 Diluted net income per share calculation: Numerator - net income $ 60,974 $ 158,117 $ 265,235 $ 34,766 Denominator - weighted average of ordinary shares outstanding 236,166,384 235,191,860 236,077,147 234,719,830 Diluted net income per share $ 0.26 $ 0.67 $ 1.12 $ 0.15 |
Acquisitions, Divestitures an_2
Acquisitions, Divestitures and Other Arrangements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
EirGen Pharma Limited [Member] | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes fair values of assets acquired as of the acquisition date (in thousands): Construction in process $ 22,736 Buildings 21,550 Furniture and fixtures 1,089 Definite-lived intangible assets 21,794 Other 775 Total consideration $ 67,944 |
Viela Bio, Inc [Member] | |
Business Acquisition [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table summarizes the fair values assigned to the assets acquired and the liabilities assumed by the Company along with the resulting goodwill before and after the measurement period adjustments (in thousands): Before Adjustments After Deferred tax liabilities, net $ (457,928 ) $ 6,589 $ (451,339 ) Accrued expenses and other current liabilities (73,401 ) (335 ) (73,736 ) Other long-term liabilities (22,631 ) — (22,631 ) Accounts payable (4,768 ) — (4,768 ) Accrued trade discounts and rebates (1,492 ) (373 ) (1,865 ) Marketable securities 400 — 400 Property, plant and equipment 1,747 — 1,747 Other long-term assets 3,253 1,613 4,866 Accounts receivable 8,053 (267 ) 7,786 Prepaid expenses and other current assets 16,444 152 16,596 Inventories 149,348 2,300 151,648 Cash and cash equivalents 342,347 — 342,347 In-process research and development 910,000 — 910,000 Developed technology 1,460,000 — 1,460,000 (Liabilities assumed) and assets acquired 2,331,372 9,679 2,341,051 Goodwill 662,719 (9,679 ) 653,040 Fair value of consideration paid $ 2,994,091 $ — $ 2,994,091 |
Schedule of Total Consideration for the Acquisitions | The total consideration for the acquisition was approximately $3.0 billion, including cash acquired of $342.3 million, and was composed of the following (in thousands): E quity value (54,988,820 shares at $53.00 per share) $ 2,914,407 Net settlements on the exercise of stock options 78,554 Consideration for exchange of Viela stock options 1,130 Total consideration $ 2,994,091 |
Gain (Loss) on Sale of Assets | The following table presents certain pro forma combined results of the Company and Viela for the six months ended June 30, 2021 as if the acquisition of Viela had occurred on January 1, 2020 (in thousands): For the Six Months Ended June 30, 2021, As reported Pro forma adjustments Pro forma Net sales $ 1,174,954 $ 10,588 $ 1,185,542 Net income 34,766 (30,804 ) 3,962 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Components of Inventories | The components of inventories as of June 30, 2022 and December 31, 2021 consisted of the following (in thousands): June 30, 2022 December 31, 2021 Raw materials $ 74,266 $ 43,366 Work-in-process 14,274 101,719 Finished goods 115,140 80,645 Inventories, net $ 203,680 $ 225,730 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets as of June 30, 2022 and December 31, 2021 consisted of the following (in thousands): June 30, 2022 December 31, 2021 Advance payments for inventory $ 188,435 $ 160,103 Deferred charge for taxes on intercompany profit 121,549 66,175 Rabbi trust assets 25,590 26,519 Prepaid income taxes and income tax receivable 23,280 36,388 Other prepaid expenses and other current assets 69,953 67,921 Prepaid expenses and other current assets $ 428,807 $ 357,106 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property Plant And Equipment [Abstract] | |
Property, Plant and Equipment | Property, plant and equipment as of June 30, 2022 and December 31, 2021 consisted of the following (in thousands): June 30, 2022 December 31, 2021 Buildings $ 173,641 $ 174,209 Land and land improvements 44,010 40,468 Construction in process 41,745 28,210 Leasehold improvements 24,188 23,801 Machinery and equipment 21,009 18,390 Furniture and fixtures 20,105 19,318 Software 13,332 13,388 Other 11,778 10,418 349,808 328,202 Less accumulated depreciation (47,548 ) (35,904 ) Property, plant and equipment, net $ 302,260 $ 292,298 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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 June 30, 2022 (in thousands): Orphan Inflammation Total Balance at December 31, 2021 $ 1,010,538 $ 56,171 $ 1,066,709 Goodwill impairment during the year — (56,171 ) (56,171 ) Balance at June 30, 2022 $ 1,010,538 $ — $ 1,010,538 |
Amortizable Intangible Assets | Intangible assets as of June 30, 2022 and December 31, 2021 consisted of the following (in thousands): June 30, 2022 December 31, 2021 Cost Accumulated Amortization Net Book Value Cost Basis Accumulated Amortization Net Book Value Developed technology (1) $ 4,650,292 $ (1,821,592 ) $ 2,828,700 $ 4,579,171 $ (1,642,427 ) $ 2,936,744 In-process research and development (1) 810,000 — 810,000 880,000 — 880,000 Other intangibles 29,894 (7,951 ) 21,943 29,894 (6,520 ) 23,374 Total intangible assets $ 5,490,186 $ (1,829,543 ) $ 3,660,643 $ 5,489,065 $ (1,648,947 ) $ 3,840,118 (1) In April 2022, the EC issued a legally binding decision based on the favorable recommendation of the CHMP of the EMA to grant a CMA for UPLIZNA for the treatment of adult patients with NMOSD in the EU. As a result, the Company transferred $70.0 million of IPR&D to developed technology in the second quarter of 2022. As of June 30, 2022, the remaining IPR&D relating to the Viela acquisition was $810.0 million. |
Estimated Future Amortization Expense | As of June 30, 2022, estimated future amortization expense was as follows (in thousands): 2022 (July to December) $ 185,876 2023 359,377 2024 359,426 2025 359,377 2026 304,114 Thereafter 1,282,473 Total $ 2,850,643 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities as of June 30, 2022 and December 31, 2021 consisted of the following (in thousands): June 30, 2022 December 31, 2021 Accrued royalties $ 86,821 $ 108,215 Payroll-related expenses 81,589 147,439 R&D and manufacturing programs 62,812 54,076 Advertising and marketing 31,529 16,930 Allowances for returns 28,101 33,881 Consulting and professional services 24,483 33,334 Pricing review liability 24,241 21,075 Accrued interest 14,511 14,989 Refund liability (1) 13,265 16,711 Accrued upfront and milestone payments — 35,100 Accrued other 51,684 41,265 Accrued expenses and other current liabilities $ 419,036 $ 523,015 (1) The refund liability represents the amount of consideration that the Company may need to refund to MTPC if it does not sell the product that was shipped to MTPC. The refund liability is remeasured at each reporting date to reflect changes in the estimate of variable consideration, with a corresponding adjustment to revenue. Amounts expected to be settled within the 12 months following the balance sheet date are classified as current liabilities in the accompanying balance sheets. Amounts not expected to be settled within the 12 months following the condensed consolidated balance sheet date are classified as long-term liabilities. The following represents the changes to the refund liability for the six months ended June 30, 2022 (in thousands): Refund liability at December 31, 2021 $ 16,711 Shipments during six months ended June 30, 2022 14,892 Remeasurement of refund liability recognized as revenue (10,147 ) Refund liability at June 30, 2022 $ 21,456 Less: current portion 13,265 Refund liability, net of current portion $ 8,191 |
Accrued Trade Discounts and R_2
Accrued Trade Discounts and Rebates (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Valuation And Qualifying Accounts Disclosure [Line Items] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities as of June 30, 2022 and December 31, 2021 consisted of the following (in thousands): June 30, 2022 December 31, 2021 Accrued royalties $ 86,821 $ 108,215 Payroll-related expenses 81,589 147,439 R&D and manufacturing programs 62,812 54,076 Advertising and marketing 31,529 16,930 Allowances for returns 28,101 33,881 Consulting and professional services 24,483 33,334 Pricing review liability 24,241 21,075 Accrued interest 14,511 14,989 Refund liability (1) 13,265 16,711 Accrued upfront and milestone payments — 35,100 Accrued other 51,684 41,265 Accrued expenses and other current liabilities $ 419,036 $ 523,015 (1) The refund liability represents the amount of consideration that the Company may need to refund to MTPC if it does not sell the product that was shipped to MTPC. The refund liability is remeasured at each reporting date to reflect changes in the estimate of variable consideration, with a corresponding adjustment to revenue. Amounts expected to be settled within the 12 months following the balance sheet date are classified as current liabilities in the accompanying balance sheets. Amounts not expected to be settled within the 12 months following the condensed consolidated balance sheet date are classified as long-term liabilities. The following represents the changes to the refund liability for the six months ended June 30, 2022 (in thousands): Refund liability at December 31, 2021 $ 16,711 Shipments during six months ended June 30, 2022 14,892 Remeasurement of refund liability recognized as revenue (10,147 ) Refund liability at June 30, 2022 $ 21,456 Less: current portion 13,265 Refund liability, net of current portion $ 8,191 |
Accrued Trade Discounts and Rebates [Member] | |
Valuation And Qualifying Accounts Disclosure [Line Items] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued trade discounts and rebates as of , 2021 (in thousands): June 30, 2022 December 31, 2021 Accrued government rebates and chargebacks $ 253,821 $ 222,632 Accrued commercial rebates and wholesaler fees 39,945 48,761 Accrued co-pay and other patient assistance 43,721 46,038 Accrued trade discounts and rebates $ 337,487 $ 317,431 Invoiced commercial rebates and wholesaler fees, co-pay and other patient assistance, and government rebates and chargebacks in accounts payable 297 — Total customer-related accruals and allowances $ 337,784 $ 317,431 |
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 from December 31, 2021 to June 30, 2022 (in thousands): Government Rebates and Chargebacks Commercial Rebates and Wholesaler Fees Co-Pay and Other Patient Assistance Total Balance at December 31, 2021 $ 222,632 $ 48,761 $ 46,038 $ 317,431 Current provisions relating to sales during the six months ended June 30, 2022 416,119 100,626 187,088 703,833 Adjustments relating to prior-year sales (23,551 ) 1,611 (3,439 ) (25,379 ) Payments relating to sales during the six months ended June 30, 2022 (174,232 ) (63,978 ) (143,459 ) (381,669 ) Payments relating to prior-year sales (187,147 ) (46,778 ) (42,507 ) (276,432 ) Balance at June 30, 2022 $ 253,821 $ 40,242 $ 43,721 $ 337,784 |
Segment and Other Information (
Segment and Other Information (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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 for the three and six months ended June 30, 2022 and 2021 (in thousands): For the Three Months Ended June 30, For the Six Months Ended June 30, 2022 2021 2022 2021 TEPEZZA $ 479,814 $ 453,255 $ 981,265 $ 455,320 KRYSTEXXA 167,755 130,317 308,459 237,074 RAVICTI 75,722 68,426 153,979 141,243 PROCYSBI 47,706 49,775 97,277 93,138 UPLIZNA (1) 38,598 14,475 69,075 16,348 ACTIMMUNE 29,989 27,777 61,424 56,540 BUPHENYL 1,387 2,262 3,548 3,922 QUINSAIR 335 222 631 431 Orphan segment net sales $ 841,306 $ 746,509 $ 1,675,658 $ 1,004,016 PENNSAID 2% 23,586 48,941 58,954 94,758 RAYOS 11,150 13,406 24,637 28,678 VIMOVO 299 1,582 1,214 5,927 DUEXIS 70 22,110 1,193 41,575 Inflammation segment net sales $ 35,105 $ 86,039 $ 85,998 $ 170,938 Total net sales $ 876,411 $ 832,548 $ 1,761,656 $ 1,174,954 (1) UPLIZNA revenue is affected each reporting period by the changes in the estimate of variable consideration included in the remeasurement of the refund liability for shipments to MTPC. During the three and six months ended June 30, 2022, the Company recognized $8.6 million and $10.1 million, respectively, of revenue as a result of the change in this estimate. The amount of variable consideration recognized is dependent on MTPC’s sales over which the Company has no direct control. |
Summary of Reconciliations of Segment Operating Income (Loss) | The table below provides reconciliations of the Company’s segment operating income (loss) to the Company’s total income (loss) before expense (benefit) for income taxes for the three and six months ended June 30, 2022 and 2021 (in thousands): For the Three Months Ended June 30, For the Six Months Ended June 30, 2022 2021 2022 2021 Segment operating income (loss): Orphan $ 315,075 $ 321,235 $ 666,589 $ 322,289 Inflammation (6,552 ) 46,767 8,797 89,447 Reconciling items: Amortization and step-up: Intangible amortization expense (91,335 ) (88,523 ) (180,595 ) (154,892 ) Inventory step-up expense (17,362 ) (7,091 ) (44,563 ) (8,002 ) Impairment of goodwill (56,171 ) — (56,171 ) — Share-based compensation (45,149 ) (54,424 ) (92,449 ) (115,590 ) Interest expense, net (21,409 ) (22,581 ) (42,665 ) (36,041 ) Depreciation (6,091 ) (3,393 ) (11,943 ) (7,844 ) Manufacturing plant start-up costs (1,582 ) — (2,389 ) — Restructuring and realignment costs (1,253 ) (930 ) (1,790 ) (7,023 ) Acquisition/divestiture-related costs (1,023 ) (30,626 ) (2,612 ) (80,017 ) Upfront and milestone payments related to license and collaboration agreements — (46,500 ) — (49,500 ) Impairment of long-lived asset — — — (12,371 ) Gain on sale of asset — 2,000 — 2,000 Foreign exchange gain (loss) 28 (39 ) 448 (887 ) Other (expense) income, net (2,389 ) (262 ) (3,131 ) 2,962 Income (loss) before expense (benefit) for income taxes $ 64,787 $ 115,633 $ 237,526 $ (55,469 ) |
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 for the three and six months ended June 30, 2022 and 2021 (in thousands, except percentages): For the Three Months Ended June 30, 2022 2021 Amount % of Amount % of Gross Sales Sales Customer A $ 315,484 25 % $ 342,149 26 % Customer B 275,528 22 % 410,436 31 % Customer C 305,531 25 % 240,290 18 % Customer D 226,459 18 % 212,820 16 % Other Customers 118,272 10 % 117,500 9 % Gross Sales $ 1,241,274 100 % $ 1,323,194 100 % For the Six Months Ended June 30, 2022 2021 Amount % of Amount % of Gross Sales Sales Customer A $ 648,857 26 % $ 526,835 25 % Customer B 576,738 23 % 659,176 32 % Customer C 553,150 22 % 358,327 17 % Customer D 460,585 19 % 303,439 15 % Other Customers 233,429 10 % 236,949 11 % Gross Sales $ 2,472,759 100 % $ 2,084,726 100 % |
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 for the three and six months ended June 30, 2022 and 2021 (in thousands, except percentages): For the Three Months Ended June 30, 2022 For the Three Months Ended June 30, 2021 Amount % of Total Net Sales Amount % of Total Net Sales United States $ 863,371 99% $ 830,185 100% Rest of world 13,040 1% 2,363 * Net sales $ 876,411 $ 832,548 *Less than 1% For the Six Months Ended June 30, 2022 For the Six Months Ended June 30, 2021 Amount % of Total Net Sales Amount % of Total Net Sales United States $ 1,741,661 99% $ 1,170,515 100% Rest of world 19,995 1% 4,439 * Net sales $ 1,761,656 $ 1,174,954 *Less than 1% |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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 June 30, 2022 and December 31, 2021 (in thousands): June 30, 2022 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 1,399,000 $ — $ — $ 1,399,000 Canadian government commercial paper 399,632 — — 399,632 U.S. Treasury securities 49,998 — — 49,998 Bank time deposits — 11,616 — 11,616 Equity securities (1) 8,101 — — 8,101 Interest rate swap contracts — 2,615 — 2,615 Foreign currency contracts — 68 — 68 Other current assets 25,590 — — 25,590 Total assets at fair value $ 1,882,321 $ 14,299 $ — $ 1,896,620 Liabilities: Foreign currency contracts — (2,197 ) — (2,197 ) Other long-term liabilities (25,590 ) — — (25,590 ) Total liabilities at fair value $ (25,590 ) $ (2,197 ) $ — $ (27,787 ) December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Bank time deposits $ — $ 11,867 $ — $ 11,867 Money market funds 1,367,500 1,367,500 Equity securities (1) 13,185 13,185 Other current assets 26,519 — — 26,519 Total assets at fair value $ 1,407,204 $ 11,867 $ — $ 1,419,071 Liabilities: Other long-term liabilities (26,519 ) — — (26,519 ) Total liabilities at fair value $ (26,519 ) $ — $ — $ (26,519 ) (1) The Company held investments in equity securities with readily determinable fair values of $8.1 million and $13.2 million as of June 30, 2022 and December 31, 2021, respectively, which are included in other long-term assets in the condensed consolidated balance sheets. During the three months and six months ended June 30, 2022, the Company recognized net unrealized losses of $0.4 million and $5.1 million, respectively, in the other (expense) income, net line item of the Company’s condensed consolidated statement of comprehensive income, due to the change in fair value of these securities. There were no sales of equity securities for the three and six months ended June 30, 2022. |
Debt Agreements (Tables)
Debt Agreements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Outstanding Debt Balances | The Company’s outstanding debt balances as of June 30, 2022 and December 31, 2021 consisted of the following (in thousands): June 30, 2022 December 31, 2021 Term Loan Facility due 2028 $ 1,580,000 1,588,000 Term Loan Facility due 2026 418,026 418,026 Senior Notes due 2027 600,000 600,000 Total face value 2,598,026 2,606,026 Debt discount (10,879 ) (12,164 ) Deferred financing fees (20,158 ) (22,629 ) Total long-term debt 2,566,989 2,571,233 Less: current maturities 16,000 16,000 Long-term debt, net of current maturities $ 2,550,989 $ 2,555,233 |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Derivative Instruments And Hedging Activities Disclosure [Abstract] | |
Summery of Amounts and Locations of Derivative Instruments on Condensed Consolidated Balance Sheet | The following table summarizes the amounts and locations of the Company’s derivative instruments on the condensed consolidated balance sheet as of June 30, 2022 (in thousands): Fair value - Derivatives in asset position Fair value - Derivatives in liability position Balance sheet location June 30, 2022 Balance sheet location June 30, 2022 Interest rate swap contracts Designated as cash flow hedges Prepaid expenses and other current assets $ 2,142 Accrued expenses and other current liabilities $ — Designated as cash flow hedges Other long-term assets 473 Other long-term liabilities — Foreign currency forward contracts Not designated as hedges Prepaid expenses and other current assets 68 Accrued expenses and other current liabilities 2,197 Total derivatives $ 2,683 $ 2,197 |
Summery of Pre-tax Amount and Locations of Derivative Instrument Net Gains (Losses) Recognized in the Condensed Consolidated Statement of Comprehensive Income | The following table summarizes the pre-tax amount and locations of derivative instrument net gains (losses) recognized in the condensed consolidated statement of comprehensive income (in thousands): Location For the Three Months Ended June 30, 2022 Interest rate swap contracts designated as cash flow hedges Interest expense, net $ 157 Foreign currency forward contracts not designated as cash flow hedges Foreign exchange loss (3,248 ) |
Summery of Pre-tax Amounts of Gains From Derivative Instruments Recognized in Other Comprehensive Income (Loss) | The following table presents the pre-tax amounts of gains from derivative instruments recognized in other comprehensive income (loss) (in thousands): For the Three Months Ended June 30, 2022, Interest rate swap contracts designated as cash flow hedges $ 2,615 |
Lease Obligations (Tables)
Lease Obligations (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Leases [Abstract] | |
Schedule of Office Space Lease Agreements in Place for Real Properties | As of June 30, 2022, the Company had the following office space lease agreements in place for real properties: Location Approximate Square Feet Lease Expiry Date Dublin, Ireland 63,000 May 4, 2041 Lake Forest, Illinois 160,000 March 31, 2031 South San Francisco, California 40,000 December 31, 2031 Rockville, Maryland 42,000 August 31, 2024 to May 31, 2026 Chicago, Illinois 9,200 December 31, 2028 Gaithersburg, Maryland 7,200 June 30, 2022 Washington, D.C. 6,000 September 30, 2024 Mannheim, Germany 4,800 December 31, 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 lease liabilities recorded on the Company’s condensed consolidated balance sheet as of June 30, 2022 (in thousands): 2022 (July to December) $ 4,051 2023 12,032 2024 12,904 2025 12,210 2026 12,002 Thereafter 96,163 Total lease payments 149,362 Imputed interest (35,654 ) Total lease liabilities $ 113,708 |
Share-Based and Long-Term Inc_2
Share-Based and Long-Term Incentive Plans (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock Option Activity | The following table summarizes stock option activity during the six months ended June 30, 2022: Options Weighted Average Exercise Price Weighted Average Contractual Term Remaining (in years) Aggregate Intrinsic Value (in thousands) Outstanding as of December 31, 2021 6,209,583 $ 23.91 3.95 $ 520,651 Exercised (945,232 ) 22.78 — — Forfeited (38,897 ) 52.90 — — Expired (256 ) 70.24 — — Outstanding as of June 30, 2022 5,225,198 $ 23.90 3.44 $ 291,878 Exercisable as of June 30, 2022 5,008,713 $ 22.85 3.26 $ 285,049 |
Summary of Restricted Stock Unit Activity | The following table summarizes restricted stock unit activity for the six months ended June 30, 2022: Number of Units Weighted Average Grant-Date Fair Value Per Unit Outstanding as of December 31, 2021 4,412,681 $ 52.67 Granted 1,702,579 102.50 Vested (2,106,338 ) 41.69 Forfeited (299,607 ) 77.41 Outstanding as of June 30, 2022 3,709,315 $ 79.83 |
Summary of Performance Stock Unit Awards (PSUs) Activity | The following table summarizes performance stock unit awards (“PSUs”) activity for the six months ended June 30, 2022: Number of Units Weighted Average Grant-Date Fair Value Per Unit Average Illiquidity Discount Recorded Weighted Average Fair Value Per Unit Outstanding as of December 31, 2021 1,528,216 Granted 309,470 $ 138.41 4.65 % $ 131.98 Forfeited (53,233 ) 105.34 6.50 % 98.49 Vested (913,490 ) 33.20 6.15 % 31.16 Performance Based Adjustment (1) 190,529 31.54 6.60 % 29.46 Outstanding as of June 30, 2022 1,061,492 (1) Represents adjustment based on meeting total shareholder return (“TSR”) performance at 200% for the PSUs that were awarded to key executive participants on January 4, 2019. |
Summary of Significant Valuation Assumptions Related to 2022 Relative TSR PSUs | All PSUs outstanding on June 30, 2022 may vest in a range of between 0% and 200%, with the exception of certain modified PSUs granted in 2020 and based on net sales which are capped at 150%. The Company accounts for all PSUs as equity-settled awards in accordance with ASC 718, Compensation-Stock Compensation Valuation date stock price $ 105.97 Expected volatility 45.01 % Risk free rate 1.01 % |
Summary of Share-Based Compensation Expense | The following table summarizes share-based compensation expense included in the Company’s condensed consolidated statements of operations for the six months ended June 30, 2022 and 2021 (in thousands): For the Six Months Ended June 30, 2022 2021 Share-based compensation expense Cost of goods sold $ 4,471 $ 5,080 Research and development 15,720 17,776 Selling, general and administrative 72,258 92,734 Total share-based compensation expense $ 92,449 $ 115,590 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Expense (Benefit) for Income Taxes | The following table presents the expense (benefit) for income taxes for the three and six months ended June 30, 2022 and 2021 (in thousands): For For 2022 2021 2022 2021 Income (loss) before expense (benefit) for income taxes $ 64,787 $ 115,633 $ 237,526 $ (55,469 ) Expense (benefit) for income taxes 3,813 (42,484 ) (27,709 ) (90,235 ) Net income $ 60,974 $ 158,117 $ 265,235 $ 34,766 |
Basis of Presentation and Bus_2
Basis of Presentation and Business Overview - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2022 Segment | |
Accounting Policies [Abstract] | |
Number of reportable segments | 2 |
Net Income per Share - Basic an
Net Income per Share - Basic and Diluted Net Income per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Basic net income per share calculation: | ||||||
Numerator - net income | $ 60,974 | $ 204,261 | $ 158,117 | $ (123,351) | $ 265,235 | $ 34,766 |
Denominator - weighted average of ordinary shares outstanding | 230,020,004 | 225,119,684 | 229,559,715 | 224,523,538 | ||
Basic net income per share | $ 0.27 | $ 0.70 | $ 1.16 | $ 0.15 | ||
Diluted net income per share calculation: | ||||||
Numerator - net income | $ 60,974 | $ 204,261 | $ 158,117 | $ (123,351) | $ 265,235 | $ 34,766 |
Denominator - weighted average of ordinary shares outstanding | 236,166,384 | 235,191,860 | 236,077,147 | 234,719,830 | ||
Diluted net income per share | $ 0.26 | $ 0.67 | $ 1.12 | $ 0.15 |
Net Income per Share - Addition
Net Income per Share - Additional Information (Detail) - shares shares in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Equity Awards [Member] | ||||
Earnings Per Share [Line Items] | ||||
Securities excluded from computation of diluted net income per share | 1.2 | 0.9 | 3.6 | 2.9 |
Acquisitions, Divestitures an_3
Acquisitions, Divestitures and Other Arrangements - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Dec. 15, 2021 | Mar. 15, 2021 | Jan. 02, 2020 | Jul. 31, 2021 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Jul. 16, 2019 | |
Business Acquisition [Line Items] | ||||||||||||
Total consideration | $ 349,808,000 | $ 328,202,000 | $ 349,808,000 | $ 328,202,000 | ||||||||
Upfront cash payments | 24,352,000 | $ 32,255,000 | ||||||||||
Outstanding principal amount | 2,598,026,000 | 2,606,026,000 | 2,598,026,000 | 2,606,026,000 | $ 625,000,000 | |||||||
Acquisition-related costs | 1,023,000 | $ 30,626,000 | 2,612,000 | 80,017,000 | ||||||||
UPLIZNA [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Inventory, raw materials | 10,100,000 | 2,300,000 | 10,100,000 | 2,300,000 | ||||||||
Inventory, work in Process, gross | 119,000,000 | 1,900,000 | 119,000,000 | 1,900,000 | ||||||||
Inventories, net | 149,300,000 | 151,600,000 | 149,300,000 | 151,600,000 | ||||||||
Inventory, finished goods, gross | 20,200,000 | 400,000 | 20,200,000 | 400,000 | ||||||||
Inventory step-up expense | $ 17,400,000 | $ 7,100,000 | $ 44,600,000 | $ 8,000,000 | ||||||||
Viela Bio, Inc [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business Acquisition, Date of Acquisition Agreement | Mar. 15, 2021 | |||||||||||
Share price | $ 53 | $ 53 | ||||||||||
Outstanding principal amount | $ 1,600,000,000 | |||||||||||
Total consideration for acquisition | $ 2,994,091,000 | |||||||||||
Cash acquired from acquisition | $ 342,300,000 | |||||||||||
Acquisition-related costs | 28,600,000 | |||||||||||
Net reduction in goodwill | 9,700,000 | |||||||||||
Acquisition-date fair value at a discount rate | 11.50% | |||||||||||
Finite-lived intangible assets, remaining amortization period | 14 years | |||||||||||
Acquisition-date fair value at a discount rate | 23.80% | |||||||||||
Deferred tax liability | $ 451,300 | $ 451,300 | ||||||||||
Viela Bio, Inc [Member] | Acquisition Related Costs [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business Acquisition, Pro Forma Net Income (Loss) | $ (86,600,000) | |||||||||||
Viela Bio, Inc [Member] | Research and Development Expense | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Acquisition-date fair value at a discount rate | 12.50% | |||||||||||
Alpine [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Upfront cash payments | $ 25,000,000 | 15,000,000 | ||||||||||
Payment for acquisition of IPR&D asset | 28,100,000 | |||||||||||
Maximum amount eligible to receive per program | $ 381,000,000 | |||||||||||
Total future success-based payments related to development, regulatory and commercial milestones | $ 1,520,000,000 | |||||||||||
Alpine [Member] | Upfront Payment | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business acquisition, costs | 25,000,000 | |||||||||||
Alpine [Member] | Premium Paid For Common Stock | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business acquisition, costs | 3,100,000 | |||||||||||
Alpine [Member] | Other Long-Term Assets [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business acquisition, asset | 11,900,000 | 11,900,000 | ||||||||||
Alpine [Member] | Private Placement [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Purchase of common stock shares | 951,980 | |||||||||||
Alpine [Member] | Research and Development Expense | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business acquisition, costs | $ 28,100,000 | |||||||||||
Arrowhead Pharmaceuticals [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Upfront cash payments | $ 40,000,000 | |||||||||||
Potential additional contingent consideration payment | 660,000,000 | |||||||||||
Upfront cash payment | $ 40,000,000 | |||||||||||
Ordinary Shares [Member] | Viela Bio, Inc [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Share price | $ 53 | |||||||||||
EirGen Pharma Limited [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Total consideration | 67,900,000 | |||||||||||
Upfront cash payments | 64,800,000 | |||||||||||
Additional transaction cost | $ 3,100,000 |
Acquisitions, Divestitures an_4
Acquisitions, Divestitures and Other Arrangements - Summary of Fair Values of Assets Acquired (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Jul. 31, 2021 |
Business Acquisition [Line Items] | |||
Total consideration | $ 349,808 | $ 328,202 | |
Construction In Progress [Member] | |||
Business Acquisition [Line Items] | |||
Total consideration | 41,745 | 28,210 | |
Building [Member] | |||
Business Acquisition [Line Items] | |||
Total consideration | 173,641 | 174,209 | |
Furniture And Fixtures [Member] | |||
Business Acquisition [Line Items] | |||
Total consideration | $ 20,105 | $ 19,318 | |
EirGen Pharma Limited [Member] | |||
Business Acquisition [Line Items] | |||
Total consideration | $ 67,944 | ||
EirGen Pharma Limited [Member] | Construction In Progress [Member] | |||
Business Acquisition [Line Items] | |||
Total consideration | 22,736 | ||
EirGen Pharma Limited [Member] | Building [Member] | |||
Business Acquisition [Line Items] | |||
Total consideration | 21,550 | ||
EirGen Pharma Limited [Member] | Furniture And Fixtures [Member] | |||
Business Acquisition [Line Items] | |||
Total consideration | 1,089 | ||
EirGen Pharma Limited [Member] | Other [Member] | |||
Business Acquisition [Line Items] | |||
Total consideration | 775 | ||
EirGen Pharma Limited [Member] | Finite Lived Intangible Assets [Member] | |||
Business Acquisition [Line Items] | |||
Total consideration | $ 21,794 |
Acquisitions, Divestitures an_5
Acquisitions, Divestitures and Other Arrangements - Schedule of Total Consideration for the Acquisitions (Detail) - Viela Bio, Inc [Member] $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |
Equity value (54,988,820 shares at $53.00 per share) | $ 2,914,407 |
Net settlements on the exercise of stock options | 78,554 |
Consideration for exchange of Viela stock options | 1,130 |
Total consideration | $ 2,994,091 |
Acquisitions, Divestitures an_6
Acquisitions, Divestitures and Other Arrangements - Schedule of Total Consideration for the Acquisitions ((Parenthetical) (Detail) - Viela Bio, Inc [Member] | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |
Equity value, shares | shares | 54,988,820 |
Share price | $ / shares | $ 53 |
Acquisitions, Divestitures an_7
Acquisitions, Divestitures and Other Arrangements - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed (Detail) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||
Goodwill | $ 1,010,538,000 | $ 1,066,709,000 |
Viela Bio, Inc [Member] | ||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||
Deferred tax liabilities, net | (451,300) | |
Viela Bio, Inc [Member] | Before [Member] | ||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||
Deferred tax liabilities, net | (457,928,000) | |
Accrued expenses and other current liabilities | (73,401,000) | |
Other long-term liabilities | (22,631,000) | |
Accounts payable | (4,768,000) | |
Accrued trade discounts and rebates | (1,492,000) | |
Marketable securities | 400,000 | |
Property, plant and equipment | 1,747,000 | |
Other long-term assets | 3,253,000 | |
Accounts receivable | 8,053,000 | |
Prepaid expenses and other current assets | 16,444,000 | |
Inventories | 149,348,000 | |
Cash and cash equivalents | 342,347,000 | |
In-process research and development | 910,000,000 | |
Developed technology | 1,460,000,000 | |
(Liabilities assumed) and assets acquired | 2,331,372,000 | |
Goodwill | 662,719,000 | |
Fair value of consideration paid | 2,994,091,000 | |
Viela Bio, Inc [Member] | Adjustments [Member] | ||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||
Deferred tax liabilities, net | 6,589,000 | |
Accrued expenses and other current liabilities | (335,000) | |
Accrued trade discounts and rebates | (373,000) | |
Other long-term assets | 1,613,000 | |
Accounts receivable | (267,000) | |
Prepaid expenses and other current assets | 152,000 | |
Inventories | 2,300,000 | |
(Liabilities assumed) and assets acquired | 9,679,000 | |
Goodwill | (9,679,000) | |
Viela Bio, Inc [Member] | After [Member] | ||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||
Deferred tax liabilities, net | (451,339,000) | |
Accrued expenses and other current liabilities | (73,736,000) | |
Other long-term liabilities | (22,631,000) | |
Accounts payable | (4,768,000) | |
Accrued trade discounts and rebates | (1,865,000) | |
Marketable securities | 400,000 | |
Property, plant and equipment | 1,747,000 | |
Other long-term assets | 4,866,000 | |
Accounts receivable | 7,786,000 | |
Prepaid expenses and other current assets | 16,596,000 | |
Inventories | 151,648,000 | |
Cash and cash equivalents | 342,347,000 | |
In-process research and development | 910,000,000 | |
Developed technology | 1,460,000,000 | |
(Liabilities assumed) and assets acquired | 2,341,051,000 | |
Goodwill | 653,040,000 | |
Fair value of consideration paid | $ 2,994,091,000 |
Acquisitions, Divestitures an_8
Acquisitions, Divestitures and Other Arrangements - Gain (Loss) on Sale of Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Net sales | $ 876,411 | $ 832,548 | $ 1,761,656 | $ 1,174,954 |
Net income (loss) | $ 2,000 | 2,000 | ||
As reported [Member] | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Net sales | 1,174,954 | |||
Net income (loss) | 34,766 | |||
Pro forma adjustments [Member] | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Net sales | 10,588 | |||
Net income (loss) | (30,804) | |||
Pro forma [Member] | ||||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||||
Net sales | 1,185,542 | |||
Net income (loss) | $ 3,962 |
Inventories - Components of Inv
Inventories - Components of Inventories (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 74,266 | $ 43,366 |
Work-in-process | 14,274 | 101,719 |
Finished goods | 115,140 | 80,645 |
Inventories, net | $ 203,680 | $ 225,730 |
Inventories - Additional Inform
Inventories - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Inventory [Line Items] | |||||
Inventories, net | $ 203,680 | $ 203,680 | $ 225,730 | ||
Inventory, raw materials | 74,266 | 74,266 | 43,366 | ||
Inventory, work in Process, gross | 14,274 | 14,274 | 101,719 | ||
Inventory, finished goods, gross | 115,140 | 115,140 | 80,645 | ||
Viela Bio, Inc [Member] | |||||
Inventory [Line Items] | |||||
Inventories, net | 151,600 | ||||
Inventory, raw materials | 10,100 | ||||
Inventory, work in Process, gross | 120,900 | ||||
Inventory, finished goods, gross | $ 20,600 | ||||
UPLIZNA [Member] | |||||
Inventory [Line Items] | |||||
Inventory set-up expense | $ 17,400 | $ 7,100 | $ 44,600 | $ 8,000 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | ||
Advance payments for inventory | $ 188,435 | $ 160,103 |
Deferred charge for taxes on intercompany profit | 121,549 | 66,175 |
Rabbi trust assets | 25,590 | 26,519 |
Prepaid income taxes and income tax receivable | 23,280 | 36,388 |
Other prepaid expenses and other current assets | 69,953 | 67,921 |
Prepaid expenses and other current assets | $ 428,807 | $ 357,106 |
Property, Plant and Equipment -
Property, Plant and Equipment - Property, Plant and Equipment (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Total consideration | $ 349,808 | $ 328,202 |
Less accumulated depreciation | (47,548) | (35,904) |
Property, plant and equipment, net | 302,260 | 292,298 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total consideration | 173,641 | 174,209 |
Land and Land Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total consideration | 44,010 | 40,468 |
Construction In Progress [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total consideration | 41,745 | 28,210 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total consideration | 24,188 | 23,801 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total consideration | 21,009 | 18,390 |
Furniture And Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total consideration | 20,105 | 19,318 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total consideration | 13,332 | 13,388 |
Other [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Total consideration | $ 11,778 | $ 10,418 |
Property, Plant and Equipment_2
Property, Plant and Equipment - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Property, Plant and Equipment [Line Items] | ||||
Depreciation expense | $ 6,091 | $ 3,393 | $ 11,943 | $ 7,844 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill for Reportable Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Goodwill [Line Items] | ||
Goodwill beginning balance | $ 1,066,709 | |
Goodwill impairment during the year | $ (56,171) | (56,171) |
Goodwill ending balance | 1,010,538 | 1,010,538 |
Orphan [Member] | ||
Goodwill [Line Items] | ||
Goodwill beginning balance | 1,010,538 | |
Goodwill ending balance | $ 1,010,538 | 1,010,538 |
Inflammation [Member] | ||
Goodwill [Line Items] | ||
Goodwill beginning balance | 56,171 | |
Goodwill impairment during the year | $ (56,171) |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Finite Lived Intangible Assets [Line Items] | ||||
Impairment of goodwill | $ 56,171 | $ 56,171 | ||
Amortization expense of developed technology | $ 91,335 | $ 88,523 | 180,595 | $ 154,892 |
Inflammation Reporting Unit | ||||
Finite Lived Intangible Assets [Line Items] | ||||
Impairment of goodwill | $ 56,200 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Amortizable Intangible Assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | |
Finite Lived Intangible Assets [Line Items] | |||
Cost Basis | $ 5,490,186 | $ 5,489,065 | |
Accumulated Amortization | (1,829,543) | (1,648,947) | |
Net Book Value | 3,660,643 | 3,840,118 | |
Developed Technology [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Cost Basis | [1] | 4,650,292 | 4,579,171 |
Accumulated Amortization | [1] | (1,821,592) | (1,642,427) |
Net Book Value | [1] | 2,828,700 | 2,936,744 |
In Process Research and Development [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Cost Basis | [1] | 810,000 | 880,000 |
Net Book Value | [1] | 810,000 | 880,000 |
Other Intangibles [Member] | |||
Finite Lived Intangible Assets [Line Items] | |||
Cost Basis | 29,894 | 29,894 | |
Accumulated Amortization | (7,951) | (6,520) | |
Net Book Value | $ 21,943 | $ 23,374 | |
[1]In April 2022, the EC issued a legally binding decision based on the favorable recommendation of the CHMP of the EMA to grant a CMA for UPLIZNA for the treatment of adult patients with NMOSD in the EU. As a result, the Company transferred $70.0 million of IPR&D to developed technology in the second quarter of 2022. As of June 30, 2022, the remaining IPR&D relating to the Viela acquisition was $810.0 million. |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Amortizable Intangible Assets - (Parenthetical) (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
Viela Acquisition | ||
Finite Lived Intangible Assets [Line Items] | ||
Intangible assets acquired | $ 810 | |
Developed Technology [Member] | UPLIZNA [Member] | ||
Finite Lived Intangible Assets [Line Items] | ||
Total consideration for acquisition | $ 70 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets - Estimated Future Amortization Expense (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2022 (July to December) | $ 185,876 | |
2023 | 359,377 | |
2024 | 359,426 | |
2025 | 359,377 | |
2026 | 304,114 | |
Thereafter | 1,282,473 | |
Total | $ 2,850,643 | $ 2,960,118 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilites - Schedule of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Payables And Accruals [Abstract] | ||
Accrued royalties | $ 86,821 | $ 108,215 |
Payroll-related expenses | 81,589 | 147,439 |
R&D and manufacturing programs | 62,812 | 54,076 |
Advertising and marketing | 31,529 | 16,930 |
Allowances for returns | 28,101 | 33,881 |
Consulting and professional services | 24,483 | 33,334 |
Pricing review liability | 24,241 | 21,075 |
Accrued interest | 14,511 | 14,989 |
Refund liability | 13,265 | 16,711 |
Accrued upfront and milestone payments | 35,100 | |
Accrued other | 51,684 | 41,265 |
Accrued expenses and other current liabilities | $ 419,036 | $ 523,015 |
Accrued Expenses and Other Cu_4
Accrued Expenses and Other Current Liabilites - Schedule of Changes to Refund Liability (Detail) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Payables And Accruals [Abstract] | |
Refund liability | $ 16,711 |
Shipments during six months ended June 30, 2022 | 14,892 |
Remeasurement of refund liability recognized as revenue | (10,147) |
Refund liability | 21,456 |
Less: current portion | 13,265 |
Refund liability, net of current portion | $ 8,191 |
Accrued Trade Discounts and R_3
Accrued Trade Discounts and Rebates - Schedule of Accrued Trade Discounts and Rebates (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Accrued Government Rebates and Chargebacks [Member] | ||
Valuation And Qualifying Accounts Disclosure [Line Items] | ||
Total customer-related accruals and allowances | $ 253,821 | $ 222,632 |
Accrued Commercial Rebates and Wholesaler Fees [Member] | ||
Valuation And Qualifying Accounts Disclosure [Line Items] | ||
Total customer-related accruals and allowances | 39,945 | 48,761 |
Accrued Co-Pay and Other Patient Assistance [Member] | ||
Valuation And Qualifying Accounts Disclosure [Line Items] | ||
Total customer-related accruals and allowances | 43,721 | 46,038 |
Accrued Trade Discounts and Rebates [Member] | ||
Valuation And Qualifying Accounts Disclosure [Line Items] | ||
Total customer-related accruals and allowances | 337,487 | 317,431 |
Invoiced Commercial Rebates and Wholesaler Fees, Co-Pay and Other Patient Assistance, and Government Rebates and Chargebacks in Accounts Payable [Member] | ||
Valuation And Qualifying Accounts Disclosure [Line Items] | ||
Total customer-related accruals and allowances | 297 | |
Customer-related Accruals and Allowances [Member] | ||
Valuation And Qualifying Accounts Disclosure [Line Items] | ||
Total customer-related accruals and allowances | $ 337,784 | $ 317,431 |
Accrued Trade Discounts and R_4
Accrued Trade Discounts and Rebates - Schedule of Customer-Related Accruals and Allowances (Detail) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Government Rebates and Chargebacks [Member] | |
Valuation And Qualifying Accounts Disclosure [Line Items] | |
Beginning Balance | $ 222,632 |
Current provisions relating to sales | 416,119 |
Adjustments relating to prior-year sales | (23,551) |
Payments relating to sales | (174,232) |
Payments relating to prior-year sales | (187,147) |
Ending Balance | 253,821 |
Commercial Rebates and Wholesaler Fees [Member] | |
Valuation And Qualifying Accounts Disclosure [Line Items] | |
Beginning Balance | 48,761 |
Current provisions relating to sales | 100,626 |
Adjustments relating to prior-year sales | 1,611 |
Payments relating to sales | (63,978) |
Payments relating to prior-year sales | (46,778) |
Ending Balance | 40,242 |
Co-Pay and Other Patient Assistance [Member] | |
Valuation And Qualifying Accounts Disclosure [Line Items] | |
Beginning Balance | 46,038 |
Current provisions relating to sales | 187,088 |
Adjustments relating to prior-year sales | (3,439) |
Payments relating to sales | (143,459) |
Payments relating to prior-year sales | (42,507) |
Ending Balance | 43,721 |
Customer-related Accruals and Allowances [Member] | |
Valuation And Qualifying Accounts Disclosure [Line Items] | |
Beginning Balance | 317,431 |
Current provisions relating to sales | 703,833 |
Adjustments relating to prior-year sales | (25,379) |
Payments relating to sales | (381,669) |
Payments relating to prior-year sales | (276,432) |
Ending Balance | $ 337,784 |
Segment and Other Information -
Segment and Other Information - Additional Information (Detail) - Segment | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
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% | 100% | 100% | 100% |
Customer Concentration Risk [Member] | Sales Revenue [Member] | Minimum [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Consolidated receivable/sales percentage to major customers | 10% |
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 | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Total net sales | $ 876,411 | $ 832,548 | $ 1,761,656 | $ 1,174,954 |
TEPEZZA [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 479,814 | 453,255 | 981,265 | 455,320 |
KRYSTEXXA [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 167,755 | 130,317 | 308,459 | 237,074 |
RAVICTI [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 75,722 | 68,426 | 153,979 | 141,243 |
PROCYSBI [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 47,706 | 49,775 | 97,277 | 93,138 |
UPLIZNA [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 38,598 | 14,475 | 69,075 | 16,348 |
ACTIMMUNE [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 29,989 | 27,777 | 61,424 | 56,540 |
BUPHENYL [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 1,387 | 2,262 | 3,548 | 3,922 |
QUINSAIR [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 335 | 222 | 631 | 431 |
Orphan Segment Net Sales [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 841,306 | 746,509 | 1,675,658 | 1,004,016 |
PENNSAID 2% [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 23,586 | 48,941 | 58,954 | 94,758 |
RAYOS [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 11,150 | 13,406 | 24,637 | 28,678 |
VIMOVO [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 299 | 1,582 | 1,214 | 5,927 |
DUEXIS [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 70 | 22,110 | 1,193 | 41,575 |
Inflammation [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | $ 35,105 | $ 86,039 | $ 85,998 | $ 170,938 |
Segment and Other Information_3
Segment and Other Information - Summary of Net Sales by Medicine for Reportable Segments (Parenthetical) (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2022 | |
UPLIZNA [Member] | ||
Segment Reporting Information [Line Items] | ||
Revenues | $ 8.6 | $ 10.1 |
Segment and Other Information_4
Segment and Other Information - Summary of Reconciliations of Segment Operating Income (Loss) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Segment operating income (loss): | ||||
Operating income (loss) | $ 88,557 | $ 138,515 | $ 282,874 | $ (21,503) |
Amortization and step-up: | ||||
Intangible amortization expense | (91,335) | (88,523) | (180,595) | (154,892) |
Inventory step-up expense | (17,362) | (7,091) | (44,563) | (8,002) |
Goodwill impairment during the year | (56,171) | (56,171) | ||
Share-based compensation | (45,149) | (54,424) | (92,449) | (115,590) |
Interest expense, net | (21,409) | (22,581) | (42,665) | (36,041) |
Depreciation | (6,091) | (3,393) | (11,943) | (7,844) |
Manufacturing plant start-up costs | (1,582) | (2,389) | ||
Restructuring and realignment costs | (1,253) | (930) | (1,790) | (7,023) |
Acquisition/divestiture-related costs | (1,023) | (30,626) | (2,612) | (80,017) |
Upfront and milestone payments related to license and collaboration agreements | (46,500) | (49,500) | ||
Impairment of long-lived asset | (12,371) | |||
Gain on sale of asset | 2,000 | 2,000 | ||
Foreign exchange gain (loss) | 28 | (39) | 448 | (887) |
Other (expense) income, net | (2,389) | (262) | (3,131) | 2,962 |
Income (loss) before expense (benefit) for income taxes | 64,787 | 115,633 | 237,526 | (55,469) |
Orphan [Member] | ||||
Segment operating income (loss): | ||||
Operating income (loss) | 315,075 | 321,235 | 666,589 | 322,289 |
Inflammation [Member] | ||||
Segment operating income (loss): | ||||
Operating income (loss) | $ (6,552) | $ 46,767 | 8,797 | $ 89,447 |
Amortization and step-up: | ||||
Goodwill impairment during the year | $ (56,171) |
Segment and Other Information_5
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 | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Gross Sales, Amount | $ 1,241,274 | $ 1,323,194 | $ 2,472,759 | $ 2,084,726 |
Customer Concentration Risk [Member] | Sales Revenue [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Gross Sales, Percentage | 100% | 100% | 100% | 100% |
Customer A [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Gross Sales, Amount | $ 315,484 | $ 342,149 | $ 648,857 | $ 526,835 |
Customer A [Member] | Customer Concentration Risk [Member] | Sales Revenue [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Gross Sales, Percentage | 25% | 26% | 26% | 25% |
Customer B [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Gross Sales, Amount | $ 275,528 | $ 410,436 | $ 576,738 | $ 659,176 |
Customer B [Member] | Customer Concentration Risk [Member] | Sales Revenue [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Gross Sales, Percentage | 22% | 31% | 23% | 32% |
Customer C [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Gross Sales, Amount | $ 305,531 | $ 240,290 | $ 553,150 | $ 358,327 |
Customer C [Member] | Customer Concentration Risk [Member] | Sales Revenue [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Gross Sales, Percentage | 25% | 18% | 22% | 17% |
Customer D [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Gross Sales, Amount | $ 226,459 | $ 212,820 | $ 460,585 | $ 303,439 |
Customer D [Member] | Customer Concentration Risk [Member] | Sales Revenue [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Gross Sales, Percentage | 18% | 16% | 19% | 15% |
Other Customers [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Gross Sales, Amount | $ 118,272 | $ 117,500 | $ 233,429 | $ 236,949 |
Other Customers [Member] | Customer Concentration Risk [Member] | Sales Revenue [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Gross Sales, Percentage | 10% | 9% | 10% | 11% |
Segment and Other Information_6
Segment and Other Information - Summary of Net Sales Attributed to Geographic Sources (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Segment Reporting Information [Line Items] | ||||
Total net sales | $ 876,411 | $ 832,548 | $ 1,761,656 | $ 1,174,954 |
United States [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | $ 863,371 | $ 830,185 | $ 1,741,661 | $ 1,170,515 |
United States [Member] | Geographic Concentration Risk [Member] | Sales Revenue [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total Net Sales, Percentage | 99% | 100% | 99% | 100% |
Rest of World [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | $ 13,040 | $ 2,363 | $ 19,995 | $ 4,439 |
Rest of World [Member] | Geographic Concentration Risk [Member] | Sales Revenue [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total Net Sales, Percentage | 1% | 1% |
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 | Jun. 30, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | $ 1,896,620 | $ 1,419,071 |
Total liabilities at fair value | (27,787) | (26,519) |
Interest Rate Swap Contracts [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 2,615 | |
Foreign Currency Contracts [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 68 | |
Total liabilities at fair value | (2,197) | |
Bank Time Deposits [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 11,616 | 11,867 |
Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 1,399,000 | 1,367,500 |
U.S. Treasury Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 49,998 | |
Equity Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 8,101 | 13,185 |
Canadian Government Commercial Paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 399,632 | |
Other Current Assets [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 25,590 | 26,519 |
Other Long-term Liabilities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities at fair value | (25,590) | (26,519) |
Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 1,882,321 | 1,407,204 |
Total liabilities at fair value | (25,590) | (26,519) |
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 | 1,399,000 | 1,367,500 |
Level 1 [Member] | U.S. Treasury Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 49,998 | |
Level 1 [Member] | Equity Securities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 8,101 | 13,185 |
Level 1 [Member] | Canadian Government Commercial Paper [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 399,632 | |
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 | 25,590 | 26,519 |
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 | (25,590) | (26,519) |
Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 14,299 | 11,867 |
Total liabilities at fair value | (2,197) | |
Level 2 [Member] | Interest Rate Swap Contracts [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 2,615 | |
Level 2 [Member] | Foreign Currency Contracts [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 68 | |
Total liabilities at fair value | (2,197) | |
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 | $ 11,616 | $ 11,867 |
Fair Value Measurements - Ass_2
Fair Value Measurements - Assets and Liabilities at Fair Value on Recurring Basis (Parenthetical) (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Sales of equity securities | $ 0 | $ 0 | |
Other Long-Term Assets [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Investments in equity securities held in fair value | 8,100,000 | 8,100,000 | $ 13,200,000 |
Other Income Expense [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Net unrealized losses on equity securities | $ 400,000 | $ 5,100,000 |
Debt Agreements - Outstanding D
Debt Agreements - Outstanding Debt Balances (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Jul. 16, 2019 |
Debt Instrument [Line Items] | |||
Total face value | $ 2,598,026 | $ 2,606,026 | $ 625,000 |
Debt discount | (10,879) | (12,164) | |
Deferred financing fees | (20,158) | (22,629) | |
Total long-term debt | 2,566,989 | 2,571,233 | |
Less: current maturities | 16,000 | 16,000 | |
Long-term debt, net of current maturities | 2,550,989 | 2,555,233 | |
Term Loan Facility due 2028 [Member] | |||
Debt Instrument [Line Items] | |||
Total face value | 1,580,000 | 1,588,000 | |
Term Loan Facility due 2026 [Member] | |||
Debt Instrument [Line Items] | |||
Total face value | 418,026 | 418,026 | |
Senior Notes due 2027 [Member] | |||
Debt Instrument [Line Items] | |||
Total face value | $ 600,000 | $ 600,000 |
Debt Agreements - Term Loan Fac
Debt Agreements - Term Loan Facility and Revolving Credit Facility - Additional Information (Detail) - USD ($) | 6 Months Ended | |||||||
Mar. 15, 2021 | Dec. 18, 2019 | Mar. 11, 2019 | Jun. 30, 2022 | Apr. 25, 2022 | Dec. 31, 2021 | Sep. 15, 2021 | Jul. 16, 2019 | |
Debt Instrument [Line Items] | ||||||||
Outstanding principal amount | $ 2,598,026,000 | $ 2,606,026,000 | $ 625,000,000 | |||||
Percentage of debt instrument amortization of principal amount | 1% | |||||||
Derivative notional amount | $ 800,000,000 | |||||||
2028 Term Loans [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Outstanding principal amount | 1,580,000,000 | 1,588,000,000 | ||||||
Term Loan Facility due 2026 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Outstanding principal amount | $ 418,026,000 | $ 418,026,000 | ||||||
LIBOR floor rate | 0% | |||||||
Debt instrument variable rate | 2.25% | |||||||
Interest rate description | The 2026 Term 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 2026 Term Loans to repay the Refinanced Loans, which totaled approximately $418.0 million. The 2026 Term Loans bear interest at a rate, at the Borrower’s option, equal to 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. | |||||||
Maturity date of debt instrument | May 22, 2026 | |||||||
Term Loan Facility due 2026 [Member] | Scenario, Plan | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument variable rate | 2% | |||||||
Term Loan Facility due 2026 [Member] | Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument leverage ratio | 2% | |||||||
Term Loan Facility due 2026 [Member] | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument leverage ratio | 1% | |||||||
Term Loan Facility due 2026 [Member] | Base Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument variable rate | 1.25% | |||||||
Term Loan Facility due 2026 [Member] | Base Rate | Scenario, Plan | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument variable rate | 1% | |||||||
Refinancing Loans [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility borrowing capacity | $ 418,000,000 | |||||||
Refinancing Loans [Member] | 2028 Term Loans [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
LIBOR floor rate | 0.50% | |||||||
Debt instrument variable rate | 2% | |||||||
Interest rate description | The 2028 Term Loans were incurred as a separate class of term loans under the Credit Agreement with substantially the same terms of the 2026 Term Loans. The Borrower used the proceeds of the 2028 Term Loans to fund a portion of the consideration payable in the acquisition of Viela. The 2028 Term Loans bear interest at a rate, at Borrower’s option, equal to the LIBOR, plus 2.00% per annum (subject to a 0.50% LIBOR floor) or the adjusted base rate plus 1.00% per annum, with a step-down to LIBOR plus 1.75% per annum or the adjusted base rate plus 0.75% 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%. | |||||||
Refinancing Loans [Member] | 2028 Term Loans [Member] | Scenario, Plan | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument variable rate | 1.75% | |||||||
Refinancing Loans [Member] | 2028 Term Loans [Member] | Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument leverage ratio | 2% | |||||||
Refinancing Loans [Member] | 2028 Term Loans [Member] | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument leverage ratio | 1% | |||||||
Refinancing Loans [Member] | 2028 Term Loans [Member] | London Interbank Offered Rate (LIBOR) | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument variable rate | 1% | |||||||
Refinancing Loans [Member] | 2028 Term Loans [Member] | London Interbank Offered Rate (LIBOR) | Scenario, Plan | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument variable rate | 0.75% | |||||||
Revolving Credit Facility | ||||||||
Debt Instrument [Line Items] | ||||||||
LIBOR floor rate | 0% | |||||||
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% | |||||||
Revolving Credit Facility | Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Leverage ratio less than applicable margin | 1% | |||||||
Revolving Credit Facility | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Leverage ratio less than applicable margin | 2% | |||||||
Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument variable rate | 2.25% | |||||||
Revolving Credit Facility | London Interbank Offered Rate (LIBOR) | Scenario, Plan | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument variable rate | 2% | |||||||
Revolving Credit Facility | Base Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument variable rate | 1.25% | |||||||
Revolving Credit Facility | Base Rate | Scenario, Plan | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument variable rate | 1% | |||||||
Term Loan Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Proceeds from debt issuances, percentage on excess cash flow | 50% | |||||||
Proceeds from debt issuances, reduction percentage on excess cash flow | 25% | |||||||
Proceeds from debt issuances, percentage on first lien leverage ratio | 0% | |||||||
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. 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 a 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 2028 Term Loans will amortize in equal quarterly installments in an aggregate annual amount equal to 1% of the original principal amount thereof, with any remaining balance payable on March 15, 2028, the final maturity date of the 2028 Term Loans. The principal amount of the 2026 Term Loans is due and payable on May 22, 2026, the final maturity date of the 2026 Term Loans | |||||||
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% | |||||||
Term Loan Facility [Member] | Minimum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
First lien leverage ratio | 175% | |||||||
Term Loan Facility [Member] | Maximum [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
First lien leverage ratio | 225% | |||||||
2028 Term Loans [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, variable interest rate | 3.38% | |||||||
Debt instrument, effective interest rate | 3.62% | |||||||
Term Loan Facility due 2026 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, variable interest rate | 3.63% | |||||||
Debt instrument, effective interest rate | 3.91% | |||||||
Horizon Therapeutics USA Inc [Member] | 2028 Term Loans [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Outstanding principal amount | $ 1,600,000,000 | |||||||
Horizon Therapeutics USA Inc [Member] | Term Loan Facility due 2026 [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility borrowing capacity | $ 418,000,000 | |||||||
Horizon Therapeutics 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 | $ 275,000,000 | |||||||
Line of credit facility termination period | 2024-03 | |||||||
Horizon Therapeutics USA Inc [Member] | Letter of Credit Sub-facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility additional borrowing capacity | $ 50,000,000 | |||||||
Horizon Therapeutics USA Inc [Member] | 2028 Term Loans [Member] | Underwritten Public Offering | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, fair value | $ 1,520,800,000 | |||||||
Horizon Therapeutics USA Inc [Member] | Term Loan Facility due 2026 [Member] | Underwritten Public Offering | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument, fair value | $ 403,400,000 |
Debt Agreements - 2027 Senior N
Debt Agreements - 2027 Senior Notes - Additional Information (Detail) - USD ($) $ in Thousands | 6 Months Ended | ||
Jul. 16, 2019 | Jun. 30, 2022 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||
Senior notes | $ 2,550,989 | $ 2,555,233 | |
Outstanding principal amount | $ 625,000 | $ 2,598,026 | $ 2,606,026 |
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 | ||
Debt instrument redemption description | 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. 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 | $ 573,000 | ||
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% | ||
2023 Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 6.625% | ||
Outstanding principal amount | $ 225,000 | ||
2024 Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Interest rate | 8.75% | ||
Outstanding principal amount | $ 300,000 | ||
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. 01, 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% |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities - Additional Information (Detail) € in Millions, SFr in Millions, $ in Millions | 6 Months Ended | ||||
Jun. 30, 2022 USD ($) | Jun. 30, 2022 EUR (€) | Jun. 30, 2022 CHF (SFr) | Jun. 30, 2022 CAD ($) | Apr. 25, 2022 USD ($) | |
Derivative [Line Items] | |||||
Derivative notional amount | $ 800,000,000 | ||||
Amount excluded from assessment of effectiveness for cash flow hedges | $ 0 | ||||
Terms of cash flow hedge | net for interest rate swap cash flow hedges within the next 12 months | net for interest rate swap cash flow hedges within the next 12 months | net for interest rate swap cash flow hedges within the next 12 months | net for interest rate swap cash flow hedges within the next 12 months | |
Interest Rate Swap Contracts [Member] | Cash Flow Hedging [Member] | |||||
Derivative [Line Items] | |||||
Derivative notional amount | $ 800,000,000 | ||||
Net gains on pretax expected to reclassify in to interest expenses | $ 2,200,000 | ||||
Interest Rate Swap Contracts [Member] | Cash Flow Hedging [Member] | London Interbank Offered Rate (LIBOR) | |||||
Derivative [Line Items] | |||||
Debt instrument variable rate | 2.80% | 2.80% | 2.80% | 2.80% | |
Foreign Currency Contracts [Member] | |||||
Derivative [Line Items] | |||||
Derivative foreign currency forward contracts to sell | $ 116,600,000 | ||||
Derivative currency settlement date | less than one month | less than one month | less than one month | less than one month | |
Derivative liability, subject to master netting arrangement, asset offset | $ 0 | ||||
Derivative asset, subject to master netting arrangement, liability offset | $ 0 | ||||
Foreign Currency Contracts [Member] | EUR | |||||
Derivative [Line Items] | |||||
Derivative foreign currency forward contracts to purchase | € | € 67 | ||||
Foreign Currency Contracts [Member] | CHF | |||||
Derivative [Line Items] | |||||
Derivative foreign currency forward contracts to purchase | SFr | SFr 36.5 | ||||
Foreign Currency Contracts [Member] | CAD | |||||
Derivative [Line Items] | |||||
Derivative foreign currency forward contracts to purchase | $ 8 |
Derivative Instruments and He_4
Derivative Instruments and Hedging Activities - Summery of Amounts and Locations of Derivative Instruments on Condensed Consolidated Balance Sheet (Detail) $ in Thousands | Jun. 30, 2022 USD ($) |
Derivatives Fair Value [Line Items] | |
Fair value-Derivatives in asset position, Total derivatives | $ 2,683 |
Fair value-Derivatives in liability position, Total derivatives | 2,197 |
Prepaid Expenses and Other Current Assets [Member] | |
Derivatives Fair Value [Line Items] | |
Fair value-Derivatives in asset position, Designated as cash flow hedges | 2,142 |
Fair value-Derivatives in asset position, Not designated as hedges | 68 |
Fair value-Derivatives in liability position, Not designated as hedges | 2,197 |
Other Long-Term Assets [Member] | |
Derivatives Fair Value [Line Items] | |
Fair value-Derivatives in asset position, Designated as cash flow hedges | $ 473 |
Derivative Instruments and He_5
Derivative Instruments and Hedging Activities - Summery of Pre-tax Amount and Locations of Derivative Instrument Net Gains (Losses) Recognized in the Condensed Consolidated Statement of Comprehensive Income (Detail) $ in Thousands | 3 Months Ended |
Jun. 30, 2022 USD ($) | |
Interest Rate Swap Contracts [Member] | Interest Expense, Net [Member] | Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | |
Derivative Instruments Gain Loss [Line Items] | |
Gain (loss) on derivative instruments, net, pretax | $ 157 |
Foreign Currency Contracts [Member] | Foreign Exchange Gain (Loss) [Member] | Not Designated as Hedging Instrument [Member] | |
Derivative Instruments Gain Loss [Line Items] | |
Gain (loss) on derivative instruments, net, pretax | $ (3,248) |
Derivative Instruments and He_6
Derivative Instruments and Hedging Activities - Summery of Pre-tax Amounts of Gains From Derivative Instruments Recognized in Other Comprehensive Income (Loss) (Detail) $ in Thousands | 3 Months Ended |
Jun. 30, 2022 USD ($) | |
Interest Rate Swap Contracts [Member] | Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | |
Derivative Instruments Gain Loss [Line Items] | |
Interest rate swap contracts designated as cash flow hedges | $ 2,615 |
Lease Obligations - Schedule of
Lease Obligations - Schedule of Office Space Lease Agreements in Place for Real Properties (Detail) - ft² | 1 Months Ended | 6 Months Ended | |
Jan. 31, 2022 | Jun. 30, 2022 | Nov. 30, 2021 | |
Dublin Office [Member] | |||
Lessee Lease Description [Line Items] | |||
Approximate Square Feet | 63,000 | ||
Lease Expiry Date | May 04, 2041 | ||
Lake Forest Office [Member] | |||
Lessee Lease Description [Line Items] | |||
Approximate Square Feet | 160,000 | ||
Lease Expiry Date | Mar. 31, 2031 | Mar. 31, 2031 | |
South San Francisco Office [Member] | |||
Lessee Lease Description [Line Items] | |||
Approximate Square Feet | 40,000 | ||
Lease Expiry Date | Dec. 31, 2031 | ||
Rockville Maryland Office [Member] | |||
Lessee Lease Description [Line Items] | |||
Approximate Square Feet | 42,000 | 192,000 | |
Rockville Maryland Office [Member] | Minimum [Member] | |||
Lessee Lease Description [Line Items] | |||
Lease Expiry Date | Aug. 31, 2024 | ||
Rockville Maryland Office [Member] | Maximum [Member] | |||
Lessee Lease Description [Line Items] | |||
Lease Expiry Date | May 31, 2026 | ||
Chicago Office [Member] | |||
Lessee Lease Description [Line Items] | |||
Approximate Square Feet | 9,200 | ||
Lease Expiry Date | Dec. 31, 2028 | ||
Gaithersburg Maryland Office [Member] | |||
Lessee Lease Description [Line Items] | |||
Approximate Square Feet | 7,200 | ||
Lease Expiry Date | Jun. 30, 2022 | ||
Washington, D.C. Office [Member] | |||
Lessee Lease Description [Line Items] | |||
Approximate Square Feet | 6,000 | ||
Lease Expiry Date | Sep. 30, 2024 | ||
Mannheim Office [Member] | |||
Lessee Lease Description [Line Items] | |||
Approximate Square Feet | 4,800 | ||
Lease Expiry Date | Dec. 31, 2022 |
Lease Obligations - Additional
Lease Obligations - Additional Information (Detail) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jan. 31, 2022 | Jun. 30, 2022 USD ($) ft² | Jun. 30, 2021 USD ($) | Jun. 30, 2022 USD ($) ft² | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | Nov. 30, 2021 ft² | |
Lessee Lease Description [Line Items] | |||||||
Right-of-use assets | $ 94.8 | $ 94.8 | $ 75.7 | ||||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | Other long-term assets | Other long-term assets | Other long-term assets | ||||
Lease liability, current | $ 5 | $ 5 | $ 3.6 | ||||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | http://fasb.org/us-gaap/2022#AccruedLiabilitiesCurrent | http://fasb.org/us-gaap/2022#AccruedLiabilitiesCurrent | |||||
Lease liability, noncurrent | $ 108.7 | $ 108.7 | $ 93.8 | ||||
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | Other long-term liabilities | Other long-term liabilities | Other long-term liabilities | ||||
Rent expense | $ 3.1 | $ 2.4 | $ 6.1 | $ 4 | |||
Weighted-average discount rate | 4.53% | 4.53% | |||||
Weighted-average remaining lease term | 13 years 10 months 20 days | 13 years 10 months 20 days | |||||
Rockville Maryland Office [Member] | |||||||
Lessee Lease Description [Line Items] | |||||||
Approximate square feet of office space | ft² | 42,000 | 42,000 | 192,000 | ||||
Lake Forest Office [Member] | |||||||
Lessee Lease Description [Line Items] | |||||||
Approximate square feet of office space | ft² | 160,000 | 160,000 | |||||
Impairment charges | $ 12.4 | ||||||
Sublease agreement entered date | 2022-01 | ||||||
Lease Expiry Date | Mar. 31, 2031 | Mar. 31, 2031 |
Lease Obligations - Schedule _2
Lease Obligations - Schedule of Operating Lease Liabilities Recorded on the Balance Sheet (Detail) $ in Thousands | Jun. 30, 2022 USD ($) |
Leases [Abstract] | |
Operating Lease liabilities, 2022 (July to December) | $ 4,051 |
Operating Lease liabilities, 2023 | 12,032 |
Operating Lease liabilities, 2024 | 12,904 |
Operating Lease liabilities, 2025 | 12,210 |
Operating Lease liabilities, 2026 | 12,002 |
Operating Lease liabilities, Thereafter | 96,163 |
Operating Lease liabilities,Total lease payments | 149,362 |
Operating Lease liabilities, Imputed interest | (35,654) |
Total lease liabilities | $ 113,708 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) € in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||
Dec. 15, 2021 USD ($) shares | Jun. 18, 2021 USD ($) | Apr. 30, 2020 | May 31, 2017 USD ($) | Mar. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) $ / SFr | Mar. 31, 2020 USD ($) | Mar. 31, 2020 CHF (SFr) | Jun. 30, 2022 USD ($) $ / € $ / SFr | Jun. 30, 2022 EUR (€) | Jun. 30, 2022 CHF (SFr) | Jun. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) $ / SFr | Dec. 31, 2021 CHF (SFr) $ / SFr | Jun. 30, 2022 CHF (SFr) $ / € $ / SFr | |
Loss Contingencies [Line Items] | |||||||||||||||
Amount committed in investment | $ 38,200,000 | ||||||||||||||
Net cash distributions for investment | 2,200,000 | ||||||||||||||
Other (Expense) Income, Net [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Investment income | 2,400,000 | $ 1,700,000 | |||||||||||||
Other Long-Term Assets [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Amount committed in investment | 22,400,000 | ||||||||||||||
River Vision [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Maximum payment to be made upon attainment of milestones | $ 325,000,000 | ||||||||||||||
Maximum payment to be made upon attainment of milestones | 325,000,000 | ||||||||||||||
River Vision [Member] | FDA Approval [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Maximum payment to be made upon attainment of milestones | 100,000,000 | ||||||||||||||
Maximum payment to be made upon attainment of milestones | 100,000,000 | ||||||||||||||
Alpine [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Upfront cash payments | $ 25,000,000 | $ 15,000,000 | |||||||||||||
Maximum amount eligible to receive per program | $ 381,000,000 | ||||||||||||||
Total future success-based payments related to development, regulatory and commercial milestones | $ 1,520,000,000 | ||||||||||||||
Alpine [Member] | Private Placement [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Purchase of common stock shares | shares | 951,980 | ||||||||||||||
BUPHENYL, DUEXIS, PENNSAID 2%, PROCYSBI, QUINSAIR, RAVICTI, RAYOS, UPLIZNA and VIMOVO [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Purchase and other commitments outstanding purchase orders | 20,100,000 | ||||||||||||||
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 | ||||||||||||||
Maximum payment to be made upon attainment of milestones | $ 225,000,000 | ||||||||||||||
AGC Biologics A/S [Member] | TEPEZZA [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Minimum binding purchase commitment | $ 99,300,000 | € 94.9 | |||||||||||||
Currency exchange rate | $ / € | 1.0462 | 1.0462 | |||||||||||||
Catalent [Member] | TEPEZZA Drug Product [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Minimum binding purchase commitment | $ 9,300,000 | ||||||||||||||
Patheon Pharmaceuticals Inc. [Member] | TEPEZZA Drug Product [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Minimum binding purchase commitment | $ 7,100,000 | € 6.8 | |||||||||||||
Currency exchange rate | $ / € | 1.0462 | 1.0462 | |||||||||||||
Bio-Technology General (Israel) Ltd [Member] | KRYSTEXXA Developed Technology [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Minimum binding purchase commitment | $ 32,000,000 | ||||||||||||||
Bio-Technology General (Israel) Ltd [Member] | KRYSTEXXA Developed Technology [Member] | Minimum [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Purchase obligation percentage | 80% | 80% | 80% | ||||||||||||
Boehringer Ingelheim [Member] | ACTIMMUNE Developed Technology [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Minimum binding purchase commitment | $ 9,700,000 | € 9.3 | |||||||||||||
Currency exchange rate | $ / € | 1.0462 | 1.0462 | |||||||||||||
S R One And Lundbeckfond [Member] | River Vision [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Percentage of net sales in earn-out payment | 3% | 0.893% | 0.893% | ||||||||||||
Net sales minimum limit for royal payment | $ 300,000,000 | $ 300,000,000 | |||||||||||||
Percentage of right to receive payments | 35.66% | ||||||||||||||
Percentage of remaining net obligations payments | 70.25% | ||||||||||||||
Milestone incurred | $ 67,000,000 | ||||||||||||||
Roche [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Currency exchange rate | $ / SFr | 1.0467 | 1.0467 | |||||||||||||
Milestone incurred | $ 45,000,000 | SFr 43,000,000 | |||||||||||||
Roche [Member] | U.S. Food and Drug Administration (FDA) Approval [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Currency exchange rate | $ / SFr | 1.0382 | 1.0382 | |||||||||||||
Milestone incurred | $ 5,200,000 | SFr 5,000,000 | |||||||||||||
Roche [Member] | TEPEZZA [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Currency exchange rate | $ / SFr | 1.1228 | 1.1228 | 1.1228 | ||||||||||||
Milestone incurred | $ 56,100,000 | SFr 50,000,000 | |||||||||||||
Roche [Member] | River Vision [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Maximum payment to be made upon attainment of milestones | SFr | SFr 103,000,000 | ||||||||||||||
Maximum payment to be made upon attainment of milestones | SFr | SFr 103,000,000 | ||||||||||||||
Roche [Member] | Minimum [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Percentage of net sales in earn-out payment | 9% | 9% | 9% | ||||||||||||
Roche [Member] | Maximum [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Percentage of net sales in earn-out payment | 12% | 12% | 12% | ||||||||||||
AROXDH [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Upfront cash payment | $ 40,000,000 | ||||||||||||||
AROXDH [Member] | Maximum [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Maximum payment to be made upon attainment of milestones | $ 660,000,000 | ||||||||||||||
TEPEZZA And KRYSTEXXA [Member] | |||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||
Advertising commitments | $ 42,500,000 |
Share-Based and Long-Term Inc_3
Share-Based and Long-Term Incentive Plans - Additional Information (Detail) - USD ($) $ in Millions | 6 Months Ended | ||
Feb. 23, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Tax benefit (detriment) recognized from stock-based compensation expense | $ 53.9 | $ 60.9 | |
Pre-tax unrecognized compensation expense for all unvested share-based awards | $ 327.4 | ||
Stock options contractual term | 10 years | ||
Senior Executives [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Incremental expense | $ 6.4 | ||
Performance Stock Unit Awards [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Percentage of outstanding PSU award vesting amount range | 150% | ||
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% | ||
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% | ||
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 | 50% | ||
Vesting period | 3 years | ||
Performance Stock Unit Awards [Member] | Strategic PSUs [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Percentage of outstanding PSU award vesting amount range | 30% | ||
Vesting period | 3 years | ||
Performance Stock Unit Awards [Member] | Financial PSUs [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Percentage of outstanding PSU award vesting amount range | 20% | ||
Vesting period | 2 years | ||
2020 EIP [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Increase to number of ordinary shares authorized | 4,800,000 | ||
2020 ESPP [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Common stock shares authorized | 2,193,376 | ||
Common stock shares reserved for future issuance | 2,193,376 | ||
2020 EIP [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Common stock shares authorized | 18,864,292 | ||
Common stock shares available for grant | 18,864,292 | ||
2014 Non-Employee Plan [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Common stock shares authorized | 483,069 | ||
Common stock shares available for grant | 483,069 | ||
2018 EIP [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Common stock shares authorized | 1,858,117 | ||
Common stock shares available for grant | 1,858,117 |
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 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Options, Outstanding Beginning Balance | 6,209,583 | |
Options, Exercised | (945,232) | |
Options, Forfeited | (38,897) | |
Options, Expired | (256) | |
Options, Outstanding Ending Balance | 5,225,198 | 6,209,583 |
Options, Exercisable as of June 30, 2022 | 5,008,713 | |
Weighted Average Exercise Price, Outstanding Beginning Balance | $ 23.91 | |
Weighted Average Exercise Price, Exercised | 22.78 | |
Weighted Average Exercise Price, Forfeited | 52.90 | |
Weighted Average Exercise Price, Expired | 70.24 | |
Weighted Average Exercise Price, Outstanding Ending Balance | 23.90 | $ 23.91 |
Weighted Average Exercise Price, Exercisable as of June 30, 2022 | $ 22.85 | |
Weighted Average Contractual Term Remaining (in years) | 3 years 5 months 8 days | 3 years 11 months 12 days |
Weighted Average Contractual Term Remaining (in years) Exercisable as of June 30,2022 | 3 years 3 months 3 days | |
Aggregate Intrinsic Value | $ 291,878 | $ 520,651 |
Aggregate Intrinsic Value, Exercisable as of June 30, 2022 | $ 285,049 |
Share-Based and Long-Term Inc_5
Share-Based and Long-Term Incentive Plans - Summary of Restricted Stock Unit Activity (Detail) - Restricted Stock Units [Member] | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Units, Outstanding Beginning Balance | shares | 4,412,681 |
Number of Units, Granted | shares | 1,702,579 |
Number of Units, Vested | shares | (2,106,338) |
Number of Units, Forfeited | shares | (299,607) |
Number of Units, Outstanding Ending Balance | shares | 3,709,315 |
Weighted Average Grant-Date Fair Value Per Unit, Outstanding Beginning Balance | $ / shares | $ 52.67 |
Weighted Average Grant-Date Fair Value Per Unit, Granted | $ / shares | 102.50 |
Weighted Average Grant-Date Fair Value Per Unit, Vested | $ / shares | 41.69 |
Weighted Average Grant-Date Fair Value Per Unit, Forfeited | $ / shares | 77.41 |
Weighted Average Grant-Date Fair Value Per Unit, Outstanding Ending Balance | $ / shares | $ 79.83 |
Share-Based and Long-Term Inc_6
Share-Based and Long-Term Incentive Plans - Summary of Performance Stock Unit Awards Activity (Detail) - Performance Stock Unit Awards [Member] | 6 Months Ended | |
Jun. 30, 2022 $ / shares shares | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Units, Outstanding Beginning Balance | shares | 1,528,216 | |
Number of Units, Granted | shares | 309,470 | |
Number of Units, Forfeited | shares | (53,233) | |
Number of Units, Vested | shares | (913,490) | |
Number of Units, Performance Based Adjustment | shares | 190,529 | [1] |
Number of Units, Outstanding Ending Balance | shares | 1,061,492 | |
Weighted Average Grant-Date Fair Value Per Unit, Granted | $ 138.41 | |
Weighted Average Grant-Date Fair Value Per Unit, Forfeited | 105.34 | |
Weighted Average Grant-Date Fair Value Per Unit, Vested | 33.20 | |
Weighted Average Grant-Date Fair Value Per Unit, Performance Based Adjustment | $ 31.54 | [1] |
Average Illiquidity discount, Granted | 4.65% | |
Average Illiquidity discount, Forfeited | 6.50% | |
Average Illiquidity discount, Vested | 6.15% | |
Average Illiquidity discount, Performance Based Adjustment | 6.60% | [1] |
Recorded Weighted Average Fair Value Per Unit, Granted | $ 131.98 | |
Recorded Weighted Average Fair Value Per Unit, Forfeited | 98.49 | |
Recorded Weighted Average Fair Value Per Unit, Vested | 31.16 | |
Recorded Weighted Average Fair Value Per Unit, Performance Based Adjustment | $ 29.46 | [1] |
[1]Represents adjustment based on meeting total shareholder return (“TSR”) performance at 200% for the PSUs that were awarded to key executive participants on January 4, 2019. |
Share-Based and Long-Term Inc_7
Share-Based and Long-Term Incentive Plans - Summary of Performance Stock Unit Awards Activity - (Parenthetical) (Detail) | Jan. 04, 2019 |
Performance Stock Unit Awards [Member] | Key Executive PSUs [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Percentage of net sales performance criteria met | 200% |
Share-Based and Long-Term Inc_8
Share-Based and Long-Term Incentive Plans - Summary of Significant Valuation Assumptions Related to 2022 Relative TSR PSUs (Detail) - Performance Stock Unit Awards [Member] | 6 Months Ended |
Jun. 30, 2022 $ / shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Valuation date stock price | $ 105.97 |
Expected volatility | 45.01% |
Risk free rate | 1.01% |
Share-Based and Long-Term Inc_9
Share-Based and Long-Term Incentive Plans - Summary of Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total share-based compensation expense | $ 45,149 | $ 54,424 | $ 92,449 | $ 115,590 |
Cost of Goods Sold [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total share-based compensation expense | 4,471 | 5,080 | ||
Research and Development [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total share-based compensation expense | 15,720 | 17,776 | ||
Selling, General and Administrative Expenses [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total share-based compensation expense | $ 72,258 | $ 92,734 |
Income Taxes - Expense (Benefit
Income Taxes - Expense (Benefit) for Income Taxes (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||||
Income (loss) before expense (benefit) for income taxes | $ 64,787 | $ 115,633 | $ 237,526 | $ (55,469) | ||
Expense (benefit) for income taxes | 3,813 | (42,484) | (27,709) | (90,235) | ||
Net income | $ 60,974 | $ 204,261 | $ 158,117 | $ (123,351) | $ 265,235 | $ 34,766 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Expense (benefit) for income taxes | $ 3,813 | $ (42,484) | $ (27,709) | $ (90,235) |