Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | 4-May-14 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 31-Mar-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Trading Symbol | 'SLXP | ' |
Entity Registrant Name | 'SALIX PHARMACEUTICALS LTD | ' |
Entity Central Index Key | '0001009356 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 63,408,689 |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (unaudited) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $385,101 | $1,157,850 |
Restricted cash | ' | 750,000 |
Accounts receivable, net | 438,545 | 147,933 |
Inventory | 147,072 | 104,395 |
Deferred tax assets | 234,215 | 86,693 |
Prepaid expenses and other current assets | 110,993 | 51,241 |
Total current assets | 1,315,926 | 2,298,112 |
Property and equipment, net | 30,815 | 27,312 |
Goodwill | 1,310,704 | 180,909 |
Product rights and intangibles, net | 2,023,601 | 397,510 |
Other assets | 94,947 | 37,551 |
Total assets | 4,775,993 | 2,941,394 |
Current liabilities: | ' | ' |
Accounts payable | 43,318 | 32,632 |
Accrued liabilities | 170,453 | 97,661 |
Income taxes payable | ' | 43,354 |
Reserve for product returns, rebates and chargebacks | 307,749 | 246,838 |
Current portion of capital lease obligations | 41 | 47 |
Total current liabilities | 521,561 | 420,532 |
Long-term liabilities: | ' | ' |
Convertible senior notes | 891,638 | 882,050 |
Lease incentive obligation | 9,435 | 8,610 |
Acquisition-related contingent consideration | 118,339 | 87,300 |
Deferred tax liabilities | 575,436 | 42,371 |
Other long-term liabilities | 13,076 | 9,665 |
Total long-term liabilities | 3,542,924 | 1,779,996 |
Stockholders' equity: | ' | ' |
Preferred stock, $0.001 par value; 5,000,000 shares authorized, issuable in series, none outstanding | ' | ' |
Common stock, $0.001 par value; 150,000,000 shares authorized, 63,384,150 and 62,937,966 shares issued and outstanding at March 31, 2014 and December 31, 2013, respectively | 63 | 63 |
Additional paid-in-capital | 681,954 | 667,428 |
Accumulated other comprehensive income | 1,709 | 1,721 |
Retained earnings | 27,782 | 71,654 |
Total stockholders' equity | 711,508 | 740,866 |
Total liabilities and stockholders' equity | 4,775,993 | 2,941,394 |
Term Loan B Facility [Member] | ' | ' |
Long-term liabilities: | ' | ' |
Term Loan B credit facility | 1,185,000 | ' |
6.60% Senior Notes Due 2021 [Member] | ' | ' |
Long-term liabilities: | ' | ' |
2021 senior notes | $750,000 | $750,000 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (unaudited) (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Statement Of Financial Position [Abstract] | ' | ' |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares outstanding | ' | ' |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 63,384,150 | 62,937,966 |
Common stock, shares outstanding | 63,384,150 | 62,937,966 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited) (USD $) | 3 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Revenues: | ' | ' |
Net product revenues | $384,374 | $202,601 |
Costs and expenses: | ' | ' |
Cost of products sold (excluding $54,895 and $11,167 in amortization of product rights and intangible assets for the three-month periods ended March 31, 2014 and 2013, respectively) | 115,566 | 33,072 |
Amortization of product rights and intangible assets | 54,895 | 11,167 |
Research and development | 52,758 | 30,316 |
Selling, general and administrative | 195,205 | 76,272 |
Change in acquisition-related contingent consideration | 4,039 | 2,500 |
Total cost and expenses | 422,463 | 153,327 |
Income (loss) from operations | -38,089 | 49,274 |
Interest expense | -42,460 | -15,330 |
Interest and other income | 309 | 15 |
Income (loss) before provision for income tax | -80,240 | 33,959 |
Income tax benefit (expense) | 36,368 | -11,518 |
Net income (loss) | -43,872 | 22,441 |
Net income (loss) per share, basic | ($0.69) | $0.37 |
Net income (loss) per share, diluted | ($0.69) | $0.35 |
Shares used in computing net income/(loss) per share, basic | 63,321 | 61,145 |
Shares used in computing net income/(loss) per share, diluted | 63,321 | 63,420 |
Comprehensive income/(loss) | ($43,883) | $21,505 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited) (Parenthetical) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Income Statement [Abstract] | ' | ' |
Amortization of product rights and intangible assets | $54,895 | $11,167 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Cash Flows (unaudited) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Cash flows from operating activities | ' | ' |
Net income (loss) | ($43,872) | $22,441 |
Adjustments to reconcile net income (loss) to net cash provided (used) by operating activities: | ' | ' |
Depreciation and amortization | 57,066 | 12,929 |
Amortization of debt discount | 9,588 | 9,179 |
Loss (gain) on disposal of property and equipment | -2 | 111 |
Stock-based compensation expense | 7,324 | 5,036 |
Changes in operating assets and liabilities: | ' | ' |
Accounts receivable, inventory, prepaid expenses and other assets | -275,069 | 137,050 |
Accounts payable, accrued and other liabilities | 3,578 | 8,464 |
Reserve for product returns, rebates and chargebacks | 20,019 | 13,516 |
Change in acquisition-related contingent consideration | 4,039 | 2,500 |
Net cash provided (used) by operating activities | -190,329 | 211,226 |
Cash flows from investing activities | ' | ' |
Business acquisition, net of cash and cash equivalents acquired | -2,499,203 | ' |
Sale of short-term investments | 44,867 | ' |
Purchases of property and equipment | -4,608 | -1,211 |
Net cash used in investing activities | -2,458,944 | -1,211 |
Cash flows from financing activities | ' | ' |
Debt issuance costs | -65,682 | ' |
Excess tax benefit from stock-based compensation | 9,925 | 365 |
Payments related to net settlement of stock-based awards | -5,090 | -1,481 |
Proceeds from issuance of common stock upon exercise of stock options | 2,367 | 756 |
Net cash provided (used) by financing activities | 1,876,520 | -360 |
Effect of exchange rate changes on cash | 4 | -375 |
Net increase (decrease) in cash and cash equivalents | -772,749 | 209,280 |
Cash and cash equivalents at beginning of period | 1,157,850 | 751,006 |
Cash and cash equivalents at end of period | 385,101 | 960,286 |
Supplemental Disclosure of Cash Flow Information | ' | ' |
Cash paid for income taxes | 42,738 | 5,610 |
Cash paid for interest | 17,825 | 5,519 |
6.60% Senior Notes Due 2021 [Member] | ' | ' |
Cash flows from financing activities | ' | ' |
Proceeds from senior notes | 750,000 | ' |
Term Loan B Facility [Member] | ' | ' |
Cash flows from financing activities | ' | ' |
Proceeds from Term Loan B credit facility | 1,200,000 | ' |
Principal payments on Term Loan B credit facility | ($15,000) | ' |
Organization_and_Basis_of_Pres
Organization and Basis of Presentation | 3 Months Ended | |
Mar. 31, 2014 | ||
Accounting Policies [Abstract] | ' | |
Organization and Basis of Presentation | ' | |
1 | Organization and Basis of Presentation | |
Salix Pharmaceuticals, Ltd., a Delaware corporation referred to in this report as Salix or the Company, is a specialty pharmaceutical company dedicated to acquiring, developing and commercializing prescription drugs and medical devices used in the treatment of a variety of gastrointestinal diseases, which are those affecting the digestive tract. | ||
These condensed consolidated financial statements are stated in U.S. dollars and are prepared under accounting principles generally accepted in the United States. The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant inter-company balances and transactions have been eliminated in the consolidation. | ||
The accompanying condensed consolidated financial statements include all adjustments that, in the opinion of management, are necessary for a fair presentation of financial position, results of operations and cash flows. These financial statements should be read in conjunction with the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013 filed with the Securities and Exchange Commission. The results of operations for interim periods are not necessarily indicative of results to be expected for a full year or any future period. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted in accordance with the SEC’s rules and regulations for interim reporting. |
Business_Combination
Business Combination | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Business Combinations [Abstract] | ' | ||||||||||||
Business Combination | ' | ||||||||||||
2 | Business Combination | ||||||||||||
On January 2, 2014, the Company completed a tender offer for all outstanding shares of common stock par value $0.0001 per share, including the associated rights to purchase shares of Series A Junior Participating Preferred Stock, par value $0.0001 per share, of Santarus, at a purchase price of $32.00 per share. Following the tender offer, Salix completed the acquisition of Santarus through a merger under Section 251(h) of the Delaware General Corporation Law. The aggregate consideration for the acquisition of Santarus was approximately $2.7 billion. The Company financed the acquisition and transaction costs through a combination of (i) the term loan facility in the principal amount of $1.2 billion, or the Term Loan B Credit Facility, (ii) the net proceeds from the Company’s issuance of $750.0 million of 6.00% senior notes due 2021, or the 2021 Notes and (iii) cash on hand of approximately $848.1 million. | |||||||||||||
Among the reasons the Company acquired Santarus and the factors that contributed to the recognition of goodwill are the Company’s belief that the transaction will create a leader in the gastroenterology pharmaceuticals space in the United States, offering a complementary portfolio of well-known and profitable drugs, and will allow the Company to expand the size and reach of its sales force. The transaction has been accounted for as a business combination under the acquisition method of accounting. Accordingly, the tangible assets and identifiable intangible assets acquired and liabilities assumed were recorded at fair value as of the date of acquisition, with the remaining purchase price recorded as goodwill. | |||||||||||||
Because the transaction was completed on January 2, 2014, the final purchase price allocation remains subject to further adjustment based on purchase accounting adjustments. The specific accounts subject to ongoing purchase accounting adjustments include but are not limited to various income tax assets and liabilities, accrued expenses, and other current assets as well as goodwill. Therefore, the measurement date remains open as of March 31, 2014. The Company anticipates completing these purchase price adjustments during the fourth quarter of 2014. | |||||||||||||
The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition: | |||||||||||||
($ in thousands) | January 2, 2014 | ||||||||||||
Total consideration | $ | 2,671,212 | |||||||||||
Tangible assets acquired and liabilities assumed: | |||||||||||||
Cash and cash equivalents | $ | 171,259 | |||||||||||
Restricted cash | 750 | ||||||||||||
Investments | 44,867 | ||||||||||||
Account receivables, net | 50,634 | ||||||||||||
Inventory | 49,498 | ||||||||||||
Current deferred tax assets | 147,522 | ||||||||||||
Prepaid expenses and other current assets | 8,823 | ||||||||||||
Property and equipment, net | 1,064 | ||||||||||||
Other assets acquired | 731 | ||||||||||||
Accounts payable | (12,097 | ) | |||||||||||
Accrued expenses | (21,497 | ) | |||||||||||
Reserve for product returns, rebates and chargebacks | (40,892 | ) | |||||||||||
Long-term deferred tax liability | (533,065 | ) | |||||||||||
Other long-term liabilities | (7,180 | ) | |||||||||||
Total tangible assets acquired and liabilities assumed | (139,583 | ) | |||||||||||
Intangible assets acquired: | |||||||||||||
Currently marketed products (CMPs) | 1,554,000 | ||||||||||||
In-process research & development products (IPR&D) | 83,000 | ||||||||||||
Contractual agreements | 44,000 | ||||||||||||
Total intangible assets acquired | 1,681,000 | ||||||||||||
Total tangible and intangible assets acquired and liabilities assumed | 1,541,417 | ||||||||||||
Goodwill | $ | 1,129,795 | |||||||||||
Goodwill is calculated as the difference between the acquisition-date fair value of the consideration transferred and the fair values of the assets acquired and liabilities assumed. Consideration transferred includes $27 million of acquisition-related contingent consideration. The goodwill is not expected to be deductible for income tax purposes. Goodwill is recorded as an indefinite-lived asset and is not amortized but tested for impairment on an annual basis or when indications of impairment exist. | |||||||||||||
Inventories | |||||||||||||
The fair value of inventories acquired included a step-up in the value of inventories of $37.3 million. In the quarter ended March 31, 2014, the Company recognized $18.0 million as a component of cost of sales as the inventory acquired on January 2, 2014 was sold to the Company’s customers. | |||||||||||||
IPR&D and Intangible Assets | |||||||||||||
IPR&D intangible assets represent the value assigned to acquired R&D projects that, as of the acquisition date, had not established technological feasibility and had no alternative future use. The IPR&D intangible assets are capitalized and accounted for as indefinite-lived intangible assets and will be subject to impairment testing until completion or abandonment of the projects. Upon successful completion of each project and launch of the product, the Company will make a separate determination of the estimated useful life of the IPR&D intangible asset and the related amortization will be recorded as an expense over the estimated useful life. Intangible assets represent CMPs and have an estimated weighted average useful life of 15.7 years. | |||||||||||||
The estimated fair value of the IPR&D and identifiable intangible assets was determined using the “income approach,” which is a valuation technique that provides an estimate of the fair value of an asset based on market participant expectations of the cash flows an asset is expected to generate over its remaining useful life. Some of the more significant assumptions inherent in the development of those asset valuations include the estimated net cash flows for each year for each asset or product (including net revenues, cost of sales, R&D costs, selling and marketing costs and working capital/asset contributory asset charges), the appropriate discount rate to select in order to measure the risk inherent in each future cash flow stream, the assessment of each asset’s life cycle, the potential regulatory and commercial success risks, competitive trends impacting the asset and each cash flow stream as well as other factors. The discount rates used to arrive at the present value at the acquisition date of CMPs ranged from 9.0% to 9.5% and for IPR&D ranged from 10.0% to 11.0%, to reflect the internal rate of return and incremental commercial uncertainty in the cash flow projections. No assurances can be given that the underlying assumptions used to prepare the discounted cash flow analysis will remain unchanged. For these and other reasons, actual results may vary significantly from estimated results. | |||||||||||||
See table in Pro Forma Financial Information (unaudited) below for the summarized amounts recognized and the weighted average useful lives of intangible assets: | |||||||||||||
Deferred Tax | |||||||||||||
The deferred tax assets of $147.5 million are primarily related to acquired tax attributes and other reserves and accruals. The deferred tax liability of $533.1 million primarily relates to the temporary differences associated with acquired intangible assets, which are not deductible for tax purposes. | |||||||||||||
Acquiree Results | |||||||||||||
The operating results of Santarus for the period from January 2, 2014 to March 31, 2014, including net revenues of $246.8 million and operating income of $65.2 million, have been included in the Company’s condensed consolidated financial statements as of and for the three months ended March 31, 2014. | |||||||||||||
Acquisition-Related Expenses | |||||||||||||
The Company incurred a total of $86.4 million in transaction costs in connection with the acquisition. These transaction costs were included in selling, general and administrative expenses for the three months ended March 31, 2014. | |||||||||||||
Pro Forma Financial Information (unaudited): | |||||||||||||
The following unaudited pro forma information presents certain results of operations of the combined companies for the periods indicated as if the acquisition had been consummated on January 1, 2013, combining the respective historical results of Salix and Santarus for the three-month period ended March 31, 2013. Santarus’ results of operations have been included in Salix’s financial statements for periods subsequent to the completion of the acquisition on January 2, 2014. The pro forma results include amortization associated with the acquired intangible assets and interest on funds used for the acquisition. The unaudited pro forma financial information presented below does not reflect the impact of any actual or anticipated synergies expected to result from the acquisition. Accordingly, the unaudited pro forma financial information is not necessarily indicative of the results of operations as they would have been had the transaction been effected on the assumed date. | |||||||||||||
($ in thousands) | Three Month Ended | ||||||||||||
March 31, 2013 | |||||||||||||
Revenue | $ | 282,041 | |||||||||||
Net loss | (49,076 | ) | |||||||||||
Basic loss per share | (0.80 | ) | |||||||||||
Diluted loss per share | (0.80 | ) | |||||||||||
The unaudited supplemental pro forma data reflect the application of the following adjustments: | |||||||||||||
• | Non-recurring transaction expenses of $74.9 million reflected as if they were incurred in the corresponding 2013 period, due to the pro forma assumption of January 1, 2013 as the date of the acquisition consummation. | ||||||||||||
• | Incremental amortization expense of $42.3 million for the three months ended March 31, 2013 resulting from the fair value adjustment for purchase accounting for the acquisition of Santarus. | ||||||||||||
($ in thousands) | Weighted | Estimated | Amortization | ||||||||||
Average | Fair Value | Expense for the | |||||||||||
Useful Life | As of | Three | |||||||||||
(years) | Acquisition | Month Period Ended | |||||||||||
Date | March 31, 2013 | ||||||||||||
IPR&D | N/A | 83,000 | — | ||||||||||
Product rights on CMPs | 15.7 | 1,554,000 | 42,654 | ||||||||||
Licensing agreements | 10 | 44,000 | 1,100 | ||||||||||
Total pro forma amortization expense | 43,754 | ||||||||||||
Less: historical amortization expense | (1,501 | ) | |||||||||||
Net adjustment | 42,253 | ||||||||||||
Incremental interest expense of $26.5 for the three months ended March 31, 2013 related to the Company’s debt structure after the acquisition of Santarus, comprised of $750 million of 2021 Notes and $1.2 billion in principal amount of borrowings under the Term Loan B Facility as if the debt had been issued on January 1, 2013. | |||||||||||||
($ in thousands) | Three Month Ended | ||||||||||||
March 31, 2013 | |||||||||||||
Interest on Term Loan B Facility of $1.2 billion and $750 million of 2021 Notes at an assumed weighted average cash interest rate of approximately 5.02% | 23,859 | ||||||||||||
Commitment fees on senior revolving credit facility | 185 | ||||||||||||
Amortization of debt issue costs and original issue discount | 2,428 | ||||||||||||
Total adjustment | 26,472 | ||||||||||||
• | The income tax effect of the pro forma adjustments using a combined federal and state statutory income tax rate of 39.0%. The effective tax rate of the combined company could be significantly different (either higher or lower) depending on post-acquisition integration activities, cash needs and the geographical mix of income. |
Revenue_Recognition
Revenue Recognition | 3 Months Ended | |||
Mar. 31, 2014 | ||||
Text Block [Abstract] | ' | |||
Revenue Recognition | ' | |||
3 | Revenue Recognition | |||
The Company recognizes revenue when it is realized or realizable and earned. Revenue is realized or realizable and earned when all of the following criteria are met: (a) persuasive evidence of an arrangement exists; (b) delivery has occurred or services have been rendered; (c) the Company’s price to the buyer is fixed or determinable; and (d) collectability is reasonably assured. | ||||
The Company recognizes revenues for product sales at the time title and risk of loss are transferred to the customer, which is generally at the time products are shipped. The Company recognizes revenue from sales transactions where the buyer has the right to return the product at the time of sale only if (1) the Company’s price to the buyer is substantially fixed or determinable at the date of sale, (2) the buyer has paid the Company, or the buyer is obligated to pay the Company and the obligation is not contingent on resale of the product, (3) the buyer’s obligation to the Company would not be changed in the event of theft or physical destruction or damage of the product, (4) the buyer acquiring the product for resale has economic substance apart from any provided by the Company, (5) the Company does not have significant obligations for future performance to directly bring about resale of the product by the buyer, and (6) the amount of future returns can be reasonably estimated. The Company’s net product revenue represents the Company’s total revenues less allowances for customer credits, including estimated discounts, rebates, chargebacks and product returns. | ||||
The Company establishes allowances for estimated rebates, chargebacks and product returns based on numerous qualitative and quantitative factors, including: | ||||
• | the number of and specific contractual terms of agreements with customers; | |||
• | estimated levels of inventory in the distribution channel; | |||
• | historical rebates, chargebacks and returns of products; | |||
• | direct communication with customers; | |||
• | anticipated introduction of competitive products or generics; | |||
• | anticipated pricing strategy changes by the Company and/or its competitors; | |||
• | analysis of prescription data gathered by a third-party prescription data provider; | |||
• | the impact of changes in state and federal regulations; and | |||
• | estimated remaining shelf life of products. | |||
In its analyses, the Company uses prescription data purchased from a third-party data provider to develop estimates of historical inventory channel pull-through. The Company utilizes an internal analysis to compare historical net product shipments to estimated historical prescriptions written. Based on that analysis, management develops an estimate of the quantity of product in the channel which may be subject to various rebate, chargeback and product return exposures. At least quarterly for each product line, the Company prepares an internal estimate of ending inventory units in the distribution channel by adding estimated inventory in the channel at the beginning of the period, plus net product shipments for the period, less estimated prescriptions written for the period. Based on that analysis, the Company develops an estimate of the quantity of product in the channel that might be subject to various rebate, chargeback and product return exposures. This is done for each product line by applying a rate of historical activity for rebates, chargebacks and product returns, adjusted for relevant quantitative and qualitative factors discussed above, to the potential exposed product estimated to be in the distribution channel. The Company regularly adjusts internal forecasts that are utilized to calculate the estimated number of months in the channel based on input from members of the Company’s sales, marketing and operations groups. The adjusted forecasts take into account numerous factors including, but not limited to, new product introductions, direct communication with customers and potential product expiry issues. Adjustments to estimates are recorded in the period when significant events or changes in trends are identified. | ||||
The Company periodically offers promotional discounts to the Company’s existing customer base. These discounts are calculated as a percentage of the current published list price and are treated as off-invoice allowances. Accordingly, the discounts are recorded as a reduction of revenue in the period that the program is offered. In addition to promotional discounts, at the time that the Company implements a price increase, it generally offers its existing customer base an opportunity to purchase a limited quantity of product at the previous list price. Shipments resulting from these programs generally are not in excess of ordinary levels, therefore, the Company recognizes the related revenue upon shipment and includes the shipments in estimating various product related allowances. In the event the Company determines that these shipments represent purchases of inventory in excess of ordinary levels for a given wholesaler, the potential impact on product returns exposure would be specifically evaluated and reflected as a reduction in revenue at the time of such shipments. | ||||
Allowances for estimated rebates, chargebacks and promotional programs were $222.7 million and $186.4 million as of March 31, 2014 and December 31, 2013, respectively. These allowances reflect an estimate of the Company’s liability for items such as rebates due to various governmental organizations under the Medicare/Medicaid regulations, rebates due to managed care organizations under specific contracts and chargebacks due to various organizations purchasing products through federal contracts and/or group purchasing agreements. The Company estimates its liability for rebates and chargebacks at each reporting period based on a methodology of applying quantitative and qualitative assumptions discussed above. Due to the subjectivity of the Company’s accrual estimates for rebates and chargebacks, the Company prepares various sensitivity analyses to ensure the Company’s final estimate is within a reasonable range as well as reviews prior period activity to ensure that the Company’s methodology continues to be appropriate. | ||||
Allowances for product returns were $85.0 million and $60.4 million as of March 31, 2014 and December 31, 2013, respectively. These allowances reflect an estimate of the Company’s liability for products that may be returned by the original purchaser in accordance with the Company’s stated return policy. The Company estimates its liability for product returns at each reporting period based on historical return rates, estimated inventory in the channel and the other factors discussed above. Due to the subjectivity of the Company’s accrual estimates for product returns, the Company prepares various sensitivity analyses and also reviews prior period activity to ensure that the Company’s methodology is still reasonable. | ||||
The Company’s provision for revenue-reducing items such as rebates, chargebacks, and product returns as a percentage of gross product revenue in the three-month periods ended March 31, 2014 and 2013 was 16.9% and 15.3% for rebates, chargebacks and discounts and was 5.4% and 2.2% for product returns, respectively, |
Commitments
Commitments | 3 Months Ended | |
Mar. 31, 2014 | ||
Commitments And Contingencies Disclosure [Abstract] | ' | |
Commitments | ' | |
4 | Commitments | |
Purchase Order Commitments | ||
At March 31, 2014, the Company had binding purchase order commitments for inventory purchases expected to be delivered over the next three years aggregating approximately $222.3 million. | ||
Potential Milestone Payments | ||
The Company has entered into collaborative agreements with licensors, licensees and others. Pursuant to the terms of these collaborative agreements, the Company is obligated to make one or more payments upon the occurrence of certain milestones. The following is a summary of the material payments that the Company might be required to make under its collaborative agreements if certain milestones are satisfied. | ||
Amended and Restated License Agreement with Alfa Wassermann S.p.A.—In August 2012 the Company amended its 1996 License Agreement, or the 1996 Agreement, with Alfa Wassermann, S.p.A., or Alfa, to develop and commercialize rifaximin. The restated agreement provides the Company with an exclusive license to develop and commercialize rifaximin products for Crohn’s disease in the United States and Canada and a non-exclusive license to develop such products worldwide. The Company paid Alfa a non-refundable upfront fee of $10.0 million in August 2012, and is obligated to make a $25.0 million milestone payment upon receipt of marketing authorization in the United States for a delayed release formulation rifaximin product for Crohn’s disease, and additional milestone payments of up to $200.0 million based on net sales of delayed release formulation rifaximin products for Crohn’s disease. No milestone payment had been earned or made as of March 31, 2014. | ||
License Agreement with Dr. Falk Pharma GmbH for budesonide—In March 2008, the Company entered into a license agreement with Dr. Falk Pharma GmbH, or Dr. Falk Pharma, that provides the Company with an exclusive license to develop and commercialize Dr. Falk Pharma’s budesonide rectal foam product in the United States. This product has patent protection in the United States until 2015. Pursuant to the license agreement the Company is obligated to make an upfront payment and regulatory milestone payments that could total up to $9.5 million to Dr. Falk Pharma, with the majority contingent upon U.S. regulatory approval of a foam product. As of March 31, 2014, the Company had paid $2.0 million of these milestone payments. | ||
Development, Commercialization and License Agreement with Lupin Ltd.—In September 2009, the Company entered into a Development, Commercialization and License Agreement with Lupin Ltd, or Lupin, for Lupin’s proprietary drug delivery technology for rifaximin. The Company made an upfront payment of $5.0 million to Lupin upon execution of this agreement. | ||
In March 2011, the Company entered into an amendment and restatement of its Development, Commercialization and License Agreement with Lupin, and further amended it in February 2013, as so amended, the Amended License Agreement. The Amended License Agreement replaces in its entirety the September 2009 agreement. This agreement provides that the Company is obligated to pay Lupin an additional upfront payment of $10.0 million, milestone payments that could total up to $53.0 million over the term of the agreement and royalties in connection with the commercialization of relevant products. The milestone payments are contingent upon achievement of certain clinical and regulatory milestones. During the portion of the term of the Amended License Agreement ending September 30, 2019, the Company must pay Lupin a minimum quarterly payment unless specified payments by the Company to Lupin during that quarter exceed that amount. The Company is permitted to charge against such minimum quarterly payments as it makes in respect of quarters beginning on or after January 1, 2012, the purchase price for certain rifaximin to be supplied to it by Lupin pursuant to a Rifaximin Manufacturing and Supply Agreement into which the Company and Lupin entered in September 2009 and subsequently amended. In the event the Company should exercise its right to terminate the Amended License Agreement for convenience, it must pay Lupin as an early termination fee a specified portion of the minimum quarterly payments payable by it to Lupin through September 30, 2019, that have not been paid or otherwise satisfied as of the date of termination. As of March 31, 2014, the Company had paid the additional $10.0 million upfront payment. | ||
License Agreement with Napo Pharmaceuticals, Inc.—In December 2008 the Company entered into a collaboration agreement with NapoPharmaceuticals, Inc., or Napo. Pursuant to the agreement, the Company has an exclusive, royalty-bearing license to crofelemer (trade name Fulyzaq) for all human uses in North America and much of Europe and for all human uses other than the treatment of HIV-associated diarrhea, pediatric diarrhea and acute infectious diarrhea in other regions. The Company also has a non-exclusive, worldwide, royalty-bearing license to use Napo-controlled trademarks associated with crofelemer. The Company has made an initial payment of $5.0 million to Napo and agreed to make up to $50.0 million in milestone payments to Napo contingent on regulatory approvals and up to $250.0 million in milestone payments contingent on reaching certain sales thresholds. The Company is responsible for the development costs of crofelemer, but costs exceeding $12.0 million for development of crofelemer used for the HIV-associated diarrhea indication have been credited against regulatory milestones and thereafter against sales milestones. On December 31, 2012, the FDA granted marketing approval for this product, under the trade name Fulyzaq and as of that date, development costs exceeded $12.0 million by more than the amount of the milestone due upon FDA marketing approval; therefore there was no payment due to Napo at that time. Additionally, as of March 31, 2014, none of the sales thresholds that would potentially trigger other milestone payments had been satisfied. | ||
License and Supply Agreement with Norgine B.V.—In December 2005, the Company entered into a license and supply agreement with Norgine for the rights to sell NRL944, a bowel cleansing product the Company now markets in the United States under the trade name MoviPrep. Pursuant to the terms of this agreement, the Company is obligated to make upfront and milestone payments to Norgine that could total up to $37.0 million over the term of the agreement. As of March 31, 2014, the Company had paid $27.0 million of milestone payments. The remaining milestone payments are contingent upon reaching sales thresholds that have not been satisfied. | ||
License Agreement with Photocure ASA—In October 2010, the Company entered into a license agreement with Photocure ASA, or Photocure, for the worldwide exclusive rights, excluding the Nordic region, to develop and commercialize LumacanTM for diagnosing, staging or monitoring gastrointestinal dysplasia or cancer. The Company made an initial payment of $4.0 million to Photocure, and will be responsible for development costs of Lumacan, but Photocure will reimburse the Company up to $3.0 million for certain out-of-pocket costs. In December 2012 the Company made a $4.5 million milestone payment. In addition, the Company is obligated to make up to $72.0 million in milestone payments to Photocure contingent on development and regulatory milestones, and up to $50.0 million in milestone payments contingent on reaching certain sales thresholds over the term of the agreement. No additional milestone payments had been earned or made as of March 31, 2014. | ||
License Agreement with Progenics Pharmaceuticals, Inc.—In February 2011, the Company acquired an exclusive worldwide license to develop and commercialize the products containing methylnaltrexone bromide, or the MNTX Compound, marketed under the name Relistor®, from Progenics Pharmaceuticals, Inc., or Progenics (except in Japan, where Ono Pharmaceutical Co. Ltd. has previously licensed the subcutaneous formulation of the drug from Progenics). The Company paid Progenics an up-front license fee of $60.0 million. In addition, the Company is obligated to pay development milestone payments of up to $90.0 million contingent upon achieving specified regulatory approvals and commercialization milestone payments of up to $200.0 million contingent upon achieving specified targets for net sales over the term of the agreement. No milestone payments had been earned or made as of March 31, 2014. | ||
License Agreements and Stock Purchase Agreement with Q-Med AB—In connection with the Company’s acquisition of Oceana Therapeutics, Inc., or Oceana, in December 2011, the Company acquired two license agreements with Q-Med AB, or Q-Med, which provide it the worldwide right to commercialize Deflux and Solesta. Under a stock purchase agreement with Q-Med that was assumed in connection with the Oceana transaction, the Company is obligated to pay commercialization milestone payments of up to $45.0 million contingent upon achieving specified targets for net sales of Solesta over the term of the agreement. No milestone payments had been earned or made as of March 31, 2014. | ||
License Agreement with Cosmo Technologies Limited—In December 2008, Santarus entered into a strategic collaboration with Cosmo Technologies Limited, or Cosmo, including a license agreement, stock issuance agreement and registration rights agreement, under which Santarus was granted exclusive rights to develop and commercialize Uceris in the United States. In November 2013, Santarus, Cosmo, and Salix amended the original license agreement in connection with Salix’s acquisition of Santarus, and Cosmo consented to the development, promotion and marketing in the United States by Salix, Santarus and any of their subsidiaries of budesonide products, provided that Salix, Santarus and their subsidiaries would be prohibited from developing, promoting or marketing an oral formulation budesonide product other than Uceris for human use. In addition, the parties agreed to the termination of the stock issuance and registration rights agreements. To date, Santarus has made upfront licensing and milestone payments to Cosmo under the license agreement, as amended, consisting of $9.5 million in cash. Certain milestone payments under the original license agreement were paid in Santarus stock. In the future, Santarus may be required to pay Cosmo commercial milestones for Uceris of up to $22.5 million. These milestones are payable only in cash. | ||
License Agreement with University of Missouri—In January 2001, Santarus entered into an exclusive, worldwide license agreement with the University of Missouri for patents and pending patent applications relating to specific formulations of proton pump inhibitors with antacids and other buffering agents and methods of using these formulations. Under the terms of the license agreement, Santarus has paid to the University of Missouri $8.5 million in upfront licensing and milestone payments as of March 31, 2014. Santarus remains obligated to make additional commercialization milestone payments to the University of Missouri of up to $83.8 million, the next of which is a one-time $7.5 million milestone payment upon initial achievement of $250.0 million in annual calendar year net product sales of Zegerid. | ||
License Agreement and Supply Agreement with Pharming Group NV—In September 2010, Santarus entered into a license agreement and a supply agreement with Pharming Group NV, or Pharming, under which Santarus was granted certain non-exclusive rights to develop and manufacture, and certain exclusive rights to commercialize Ruconest in the U.S., Canada and Mexico for the treatment of hereditary angioedema, or HAE, and other future indications. In partial consideration of the licenses granted under the license agreement, Santarus paid Pharming a $15 million upfront fee. In addition, in November 2012, Santarus paid Pharming a $10 million milestone following successful achievement of the primary endpoint of the phase 3 clinical study. Santarus paid a $5 million milestone to Pharming in July 2013 upon FDA acceptance for review of a Biologics License Application, or BLA, for Ruconest. Santarus may also be required to pay Pharming additional success-based regulatory and commercial milestones totaling up to an aggregate of $25 million, including a $20 million milestone upon the earlier of first commercial sale of Ruconest in the U.S. or 90 days following receipt of FDA approval and commercialization milestone payments of up to $45.0 million contingent upon achieving specified targets for net sales of Ruconest over the term of the agreement. | ||
License Agreement and Supply Agreement with Biogen Idec MA—In September 2010, in connection with Santarus’s acquisition of Covella, Santarus acquired the exclusive worldwide rights to SAN-300, a product candidate and humanized anti-VLA-1 monoclonal antibody, or mAb, for the treatment of certain inflammatory and autoimmune diseases. Under the terms of an amended and restated license agreement entered into among Santarus, Covella and Biogen Idec MA, or Biogen, at the time of the acquisition, Biogen has granted to Santarus an exclusive, worldwide license to patents and certain know-how and other intellectual property owned and controlled by Biogen relating to SAN-300 and the anti-VLA-1 mAb development program. The amounts of the clinical and regulatory milestone payments that Santarus will be obligated to pay to Biogen vary depending on the type of product, the number of indications, and other specifically negotiated milestones. If SAN-300 is the first to achieve all applicable milestones for three indications, Santarus will be required to pay to Biogen maximum aggregate clinical and regulatory milestone payments of $97.2 million. The maximum aggregate commercialization milestone payments to Biogen total $105.5 million for SAN-300, assuming cumulative net sales of at least $5.0 billion of such product, and total $60.25 million for products containing certain other compositions as described in the amended and restated license agreement, assuming cumulative net sales of at least $5.0 billion of such products. | ||
License Agreement with RedHill Biopharma Ltd.—In February 2014, the Company entered into an agreement with RedHill Biopharma Ltd., or RedHill, whereby it licensed the worldwide exclusive rights to RedHill’s RHB-106 encapsulated formulation for bowel preparation and rights to other purgative developments. Concurrently the Company licensed additional related intellectual property from four individuals. In connection with these agreements, the Company made upfront payments of $11.5 million and is obligated to make development milestone payments of up to $12.5 million contingent upon achieving specified regulatory approvals and commercialization milestone payments of up to $15.0 million contingent upon achieving specified targets for net sales over the term of the agreement. No milestone payments had been earned or made as of March 31, 2014. |
Financial_Instruments_Recurrin
Financial Instruments, Recurring and Nonrecurring Fair Value Measurements | 3 Months Ended | |
Mar. 31, 2014 | ||
Fair Value Disclosures [Abstract] | ' | |
Financial Instruments, Recurring and Nonrecurring Fair Value Measurements | ' | |
5 | Financial Instruments, Recurring and Nonrecurring Fair Value Measurements | |
Recurring Fair Value Measurements | ||
The carrying amounts of the Company’s financial instruments, which include cash and cash equivalents, approximated their fair values as of March 31, 2014 and December 31, 2013 due to the short-term nature of these financial instruments and are considered Level 1 investments. Level 1 investments are investments where there are quoted prices in active markets available for identical assets or liabilities. Accounts receivable, accounts payable, accrued liabilities and capital lease obligations approximated their fair values at March 31, 2014 and December 31, 2013 due to the short-term nature of these financial instruments. | ||
The Company’s convertible senior notes and 2021 senior notes are considered Level 1 instruments. The fair values of the convertible senior notes and 2021 senior notes were estimated based on the most recent quoted prices for such notes. | ||
The fair value of the contingent consideration liability, consisting of future potential milestone payments related to the Oceana, Progenics, and Alfa delayed release acquisitions was $118.3 million and $87.3 million at March 31, 2014 and December 31, 2013, respectively. The Company considers this liability a Level 3 instrument in the fair value hierarchy, which is defined as one with significant unobservable inputs. The Company determined fair values based on the income approach using probability-weighted discounted cash flows that included probability assessments of occurrence of triggering events appropriately discounted considering the uncertainties associated with the obligation, calculated in accordance with the terms of the acquisition agreement based on management’s forecasts, and Monte-Carlo simulation models. The most significant unobservable inputs are the probability of receiving FDA approval for the relevant compounds and the subsequent commercial success of these compounds, if approved. The fair value of the related contingent consideration would be minimal if a compound does not receive FDA approval. The Company reviews the fair value of contingent consideration quarterly or whenever events or changes in circumstances occur that indicate there has been a change in the fair value. | ||
The change in the fair value of the contingent consideration liability during the three-month period ended March 31, 2014 was a result of the reduction of the discount period due to the passage of time. | ||
Nonrecurring Fair Value Measurements | ||
The Company’s non-financial assets, such as intangible assets and property and equipment, are measured at fair value when there is an indicator of impairment and recorded at fair value only when an impairment charge is recognized. In the event of an impairment, the Company determines the fair value of the indefinite lived intangible asset using a discounted cash flow approach, which contains significant unobservable inputs and therefore is considered a Level 3 fair value measurement. The unobservable inputs in the analysis generally include future cash flow projections and a discount rate. |
Cash_and_Cash_Equivalents
Cash and Cash Equivalents | 3 Months Ended | |
Mar. 31, 2014 | ||
Cash And Cash Equivalents [Abstract] | ' | |
Cash and Cash Equivalents | ' | |
6 | Cash and Cash Equivalents | |
The Company considers all highly liquid investments with maturities from date of purchase of three months or less to be cash equivalents. The Company maintains its cash and cash equivalents in several different financial instruments with various banks and brokerage houses. This diversification of risk is consistent with Company policy to maintain liquidity and ensure the safety of principal. At March 31, 2014 and December 31, 2013, cash and cash equivalents consisted primarily of demand deposits, overnight investments in Eurodollars, certificates of deposit and money market funds at reputable financial institutions and did not include any auction rate securities. Restricted cash of $750 million at December 31, 2013 represented the gross proceeds from the sale of our 2021 Notes on December 27, 2013, which was held in escrow to finance a portion of the consideration for our acquisition of Santarus, and was disbursed in connection with the closing on January 2, 2014. |
Inventory
Inventory | 3 Months Ended | |
Mar. 31, 2014 | ||
Inventory Disclosure [Abstract] | ' | |
Inventory | ' | |
7 | Inventory | |
The Company states raw materials, work-in-process and finished goods inventories at the lower of cost (which approximates actual cost on a first-in, first-out cost method) or market value. In evaluating whether inventory is stated at the lower of cost or market, management considers such factors as the amount of inventory on hand and in the distribution channel, estimated time required to sell such inventory, remaining shelf life, and current and expected market conditions, including levels of competition, and generic competition. The Company measures inventory adjustments as the difference between the cost of the inventory and estimated market value based upon assumptions about future demand and charged to the provision for inventory, which is a component of cost of sales. At the point of the loss recognition, the Company establishes a new, lower-cost basis for that inventory, and any subsequent improvements in facts and circumstances do not result in the restoration or increase in that newly established cost basis. | ||
The Company expenses pre-approval inventory unless the Company believes it is probable that the inventory will be saleable. The Company capitalizes inventory costs associated with marketed products and certain products prior to regulatory approval and product launch, based on management’s judgment of probable future commercial use and net realizable value. Capitalization of this inventory does not begin until the product candidate is considered to have a high probability of regulatory approval, which is generally after the Company has analyzed Phase 3 data or filed an NDA. If the Company is aware of any specific risks or contingencies that are likely to impact the expected regulatory approval process or if there are any specific issues identified during the research process relating to safety, efficacy, manufacturing, marketing or labeling of the product candidate, the Company does not capitalize the related inventory. Once the Company capitalizes inventory for a product candidate that is not yet approved, the Company monitors, on a quarterly basis, the status of this candidate within the regulatory approval process. The Company could be required to expense previously capitalized costs related to pre-approval inventory upon a change in its judgment of future commercial use and net realizable value, due to a denial or delay of approval by regulatory bodies, a delay in the timeline for commercialization or other potential factors. On a quarterly basis, the Company evaluates all inventory, including inventory capitalized for which regulatory approval has not yet been obtained, to determine if any lower of cost or market adjustment is required. As it relates to pre-approval inventory, the Company considers several factors including expected timing of FDA approval, projected sales volume and estimated selling price. At March 31, 2014 and December 31, 2013, there were no amounts included in inventory related to pre-approval inventory. | ||
Inventory at March 31, 2014 consisted of $74.9 million of raw materials, $13.2 million of work-in-process, and $59.0 million of finished goods, and the March 31, 2014 finished goods inventory balance includes a step-up in the value of inventories acquired in the acquisition of Santarus of $19.3 million. Inventory at December 31, 2013 consisted of $57.9 million of raw materials, $15.8 million of work-in-process, and $30.7 million of finished goods. |
Intangible_Assets_and_Goodwill
Intangible Assets and Goodwill | 3 Months Ended | ||||||||||||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||||||||||||||||||
Intangible Assets and Goodwill | ' | ||||||||||||||||||||||||||||||||
8 | Intangible Assets and Goodwill | ||||||||||||||||||||||||||||||||
The Company’s intangible assets consist of license agreements, product rights and other identifiable intangible assets, which result from product and business acquisitions. Goodwill represents the excess purchase price over the fair value of assets acquired and liabilities assumed in a business combination. | |||||||||||||||||||||||||||||||||
When the Company makes product acquisitions that include license agreements, product rights and other identifiable intangible assets, it records the purchase price of such intangibles, along with the value of the product related liabilities that it assumes, as intangible assets. The Company allocates the aggregate purchase price to the fair value of the various tangible and intangible assets in order to determine the appropriate carrying value of the acquired assets and then amortizes the cost of finite lived intangible assets as an expense in its consolidated statements of comprehensive income over the estimated economic useful life of the related assets. Finite lived intangible assets consist primarily of product rights for currently marketed products and are amortized over their expected economic life. The Company accounts for acquired in-process research and development as indefinite lived intangible assets until regulatory approval or discontinuation. The Company assesses the impairment of identifiable intangible assets whenever events or changes in circumstances indicate that the carrying value might not be recoverable. The Company believes that the following factors could trigger an impairment review: significant underperformance relative to expected historical or projected future operating results; significant changes in the manner of the Company’s use of the acquired assets or the strategy for the Company’s overall business; approval of generic products; and significant negative industry or economic trends. | |||||||||||||||||||||||||||||||||
In assessing the recoverability of its intangible assets, the Company must make assumptions regarding estimated future cash flows and other factors. If the estimated undiscounted future cash flows do not exceed the carrying value of the intangible assets, the Company must determine the fair value of the intangible assets. If the fair value of the intangible assets is less than the carrying value, the Company will recognize an impairment loss in an amount equal to the difference. The Company reviews goodwill and indefinite lived intangibles for impairment on an annual basis in the fourth quarter, and goodwill and other intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. As of March 31, 2013, management believed that the reporting unit was not at risk of failing step one of the goodwill impairment test. | |||||||||||||||||||||||||||||||||
The following table reflects the components of all specifically identifiable intangible assets as of March 31, 2014 and December 31, 2013 (in thousands): | |||||||||||||||||||||||||||||||||
March 31, 2014 | December 31, 2013 | ||||||||||||||||||||||||||||||||
Gross | Accumulated | Foreign | Net | Gross | Accumulated | Foreign | Net | ||||||||||||||||||||||||||
Amount | Amortization | Exchange | Carrying | Amount | Amortization | Exchange | Carrying | ||||||||||||||||||||||||||
Translation | Value | Translation | Value | ||||||||||||||||||||||||||||||
Goodwill | $ | 1,310,704 | $ | — | $ | — | $ | 1,310,704 | $ | 180,905 | $ | — | $ | 4 | $ | 180,909 | |||||||||||||||||
Finite lived intangible assets | 2,088,367 | 204,437 | 1,071 | 1,885,001 | 490,367 | 149,322 | 865 | 341,910 | |||||||||||||||||||||||||
Indefinite lived intangible assets | 138,600 | — | — | 138,600 | 55,600 | — | — | 55,600 | |||||||||||||||||||||||||
Total | $ | 3,537,671 | $ | 204,437 | $ | 1,071 | $ | 3,334,305 | $ | 726,872 | $ | 149,322 | $ | 869 | $ | 578,419 | |||||||||||||||||
The weighted-average remaining life of our finite lived intangible assets was thirteen years and eight years at March 31, 2014 and December 31, 2013, respectively. | |||||||||||||||||||||||||||||||||
The Company recorded goodwill of $95.7 million in connection with the Oceana acquisition in December 2011. | |||||||||||||||||||||||||||||||||
As described in Note 2, on January 2, 2014 the Company completed its acquisition of Santarus. Finite lived intangible assets valued at $1,598,000,000 infinite lived intangible assets valued at $83,000,000 and goodwill of $1,129,795,000 were recorded in connection with this acquisition. | |||||||||||||||||||||||||||||||||
Amortization expense is calculated on a straight-line basis over the estimated useful life of the asset. Amortization expense for the three-month periods ended March 31, 2014 and 2013 was $54.9 million and $11.2 million, respectively. | |||||||||||||||||||||||||||||||||
In February 2011, the Company acquired an exclusive worldwide license to develop and commercialize the products containing methylnaltrexone bromide, or the MNTX Compound, marketed under the name Relistor, from Progenics Pharmaceuticals, Inc. (except in Japan, where Ono Pharmaceutical Co. Ltd. has previously licensed the subcutaneous formulation of the drug from Progenics) and a non-exclusive license to manufacture the MNTX Compound and products containing that compound in the same territory. The Company paid Progenics an up-front license fee payment of $60.0 million. The Company also agreed to pay development milestone payments of up to $90.0 million contingent upon achieving specified regulatory approvals and commercialization milestone payments of up to $200.0 million contingent upon achieving specified targets for net sales. The Company must pay Progenics 60% of any revenue received from sublicensees in respect of any country outside the United States. The Company must pay Progenics royalties based on a percentage ranging from the mid- to high-teens of net sales by the Company and its affiliates of any product containing the MNTX Compound (excluding sales by ex-U.S. sublicensees). | |||||||||||||||||||||||||||||||||
The Company accounted for the Progenics transaction as a business combination under the acquisition method of accounting. Under the acquisition method of accounting, the Company recorded the assets acquired and liabilities assumed at their respective fair values as of the acquisition date in its consolidated financial statements. The determination of estimated fair value required management to make significant estimates and assumptions. As of the acquisition date, the estimated fair value of the assets acquired was $113.0 million. The Company estimated the fair value of the contingent consideration related to this transaction at $53.0 million, which was booked as a long-term liability on the consolidated balance sheet. The Company determined this liability amount using a probability-weighted discounted cash flow model based on the current regulatory status of the methylnaltrexone bromide development programs. The Company assesses the fair value of the contingent consideration quarterly, or whenever events or changes in circumstances indicate that the fair value may have changed, primarily as a result of clinical or regulatory results in the related in-process development programs. In December 2011, the Company announced positive Phase 3 data from the OIC Oral development program. Based on this information, the Company reassessed the fair value of the contingent consideration and recorded a $27.0 million increase in the contingent consideration and a corresponding charge to earnings in the fourth quarter of 2011. At March 31, 2014 and December 31, 2013, accumulated amortization for the intangible related to the currently approved indication for Relistor was $7.8 million and $7.2 million, respectively. | |||||||||||||||||||||||||||||||||
On July 27, 2012, the Company received a Complete Response Letter, or CRL, from the FDA following its review of a Supplemental New Drug Application, or sNDA for methylnaltrexone bromide injection for subcutaneous use for the treatment of OIC in adult patients with chronic, non-cancer pain. The CRL requested additional clinical data. In October 2012 the Company and Progenics held an End-of-Review meeting with the FDA’s Division of Gastroenterology and Inborn Errors Products to better understand the contents of the CRL. Based on the results of this meeting, the Company reassessed the value of the indefinite lived intangible asset related to methylnaltrexone bromide injection for subcutaneous use for the treatment of OIC in chronic non-cancer pain and recorded a non-cash charge to earnings of $41.6 million in the three-month period ended September 30, 2012. Based on these events, the Company reassessed the fair value of the contingent consideration related to the Progenics transaction and recorded a $33.0 million decrease in the contingent consideration and a corresponding non-cash benefit to earnings in the three-month period ended September 30, 2012. The Company is currently evaluating the Oral OIC development program and currently believes it will continue this program. However, additional information and additional guidance from the FDA could result in the termination of the oral OIC development program, which would result in impairment of the related intangible asset and a decrease in the related contingent consideration. | |||||||||||||||||||||||||||||||||
In December 2011, the Company completed its acquisition of Oceana for a purchase price of approximately $303 million. Oceana has license agreements with Q-Med that provide us the worldwide right to commercialize Deflux and Solesta. Under a stock purchase agreement with Q-Med that was assumed in connection with this transaction, the Company is obligated to pay commercialization milestone payments of up to $45.0 million contingent upon achieving specified targets for net sales of Solesta. Additionally, the Company must pay low double-digit royalties under these license agreements based on a percentage of net sales of both Deflux and Solesta by the Company and its affiliates in the U.S. and a fixed per-unit royalty of the products outside the U.S. | |||||||||||||||||||||||||||||||||
The Company accounted for the Oceana transaction as a business combination under the acquisition method of accounting. Under the acquisition method of accounting, the Company recorded the assets acquired and liabilities assumed at their respective fair values as of the acquisition date in its consolidated financial statements. The determination of estimated fair value required management to make significant estimates and assumptions. As of the acquisition date, the estimated fair value of the assets acquired was approximately $342.8 million. The Company estimated the fair value of the contingent consideration related to this transaction at $39.7 million, which was booked as a long-term liability on the consolidated balance sheet. The Company determined this liability amount using a probability-weighted discounted cash flow model. The Company assesses the fair value of the contingent consideration quarterly, or whenever events or changes in circumstances indicate that the fair value may have changed, primarily as a result of significant changes in our forecast of net sales for Solesta. At March 31, 2014 accumulated amortization for the Deflux intangible was $9.9 million and $65.4 million for the Solesta intangible. At December 31, 2013 accumulated amortization for the Deflux intangible was $9.3 million and $58.1 million for the Solesta intangible. | |||||||||||||||||||||||||||||||||
In August 2012, the Company amended its 1996 Agreement with Alfa. The Amended Agreement does not alter any of the terms for the traveler’s diarrhea, or TD, or HE indications developed under the 1996 Agreement or IBS. The Company remains obligated to pay Alfa royalties, at the same range of rates as under the 1996 Agreement, on net sales of such products. In addition, the Amended Agreement provides the Company with an exclusive license to develop and commercialize rifaximin products for Crohn’s disease in the United States and Canada and a non-exclusive license to develop such products worldwide. The Company paid Alfa a non-refundable upfront fee of $10.0 million in August 2012, and is obligated to make a $25.0 million milestone payment upon receipt of marketing authorization in the United States for a delayed release formulation product for Crohn’s disease, and additional milestones based on net sales of delayed release formulation products for Crohn’s disease of up to $200.0 million. In addition, the Company is required to pay Alfa royalties on sales of rifaximin products for Crohn’s at percentage rates ranging from the low to mid-double digits. | |||||||||||||||||||||||||||||||||
The Company accounted for the Alfa Wassermann transaction as a business combination under the acquisition method of accounting. Under the acquisition method of accounting, the Company recorded the assets acquired and liabilities assumed at their respective fair values as of the acquisition date in its consolidated financial statements. The determination of estimated fair value required management to make significant estimates and assumptions. As of the acquisition date, the estimated fair value of the assets acquired was $23.4 million which is included as an indefinite lived intangible asset on the consolidated balance sheet. The Company estimated the fair value of the contingent consideration related to this transaction at $13.4 million, which was booked as a long-term liability on the consolidated balance sheet. The Company determined this liability amount using a probability-weighted discounted cash flow model based on the current regulatory status of the rifaximin delayed release development program. The Company assesses the fair value of the contingent consideration quarterly, or whenever events or changes in circumstances indicate that the fair value may have changed, primarily as a result of clinical or regulatory results in the related in-process development programs. | |||||||||||||||||||||||||||||||||
From 2002 through 2007, the Company acquired the rights to several compounds and products from various pharmaceutical companies and recorded intangible assets with a gross value of $147.2 million. At March 31, 2014 and December 31, 2013, accumulated amortization for these assets was $76.3 million and $74.4 million, respectively, and their carrying value was $36.3 million and $38.2 million, respectively. |
Notes
Notes | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Notes | ' | ||||||||
9 | Notes | ||||||||
Convertible Senior Notes Due 2028 | |||||||||
On August 22, 2008 the Company closed an offering of $60.0 million in Convertible Senior Notes due 2028, or the 2028 Notes. Net proceeds from the offering were $57.3 million. The 2028 Notes were governed by an indenture, dated as of August 22, 2008, between the Company and U.S. Bank National Association, as trustee. | |||||||||
The 2028 Notes bore interest at a rate of 5.5% per year, payable semiannually in arrears on February 15 and August 15 of each year. The 2028 Notes were to mature on August 15, 2028, unless previously converted or repurchased in accordance with their terms prior to such date. | |||||||||
In March 2012, the Company entered into a note repurchase agreement with the holder of a majority in principal amount of the 2028 Notes. The Company used a portion of the proceeds from its offering of the 2019 Notes discussed below to purchase from this holder and another holder approximately 42.1% of the 2028 Notes for an aggregate purchase price of approximately $137.2 million. The Company incurred a loss on extinguishment of debt during the three-month period ended March 31, 2012 of $14.4 million, which primarily consists of $9.3 million in estimated fair market value of the put option granted to the majority holder, $2.5 million in estimated fair market value of the notes extinguished over their book value at the extinguishment date, and $2.0 million paid to the note holder for interest that the note holders would have received through August 2013, the first date the Company could call the debt under the original debt indenture. In December 2012 one of the holders of the 2028 Notes converted notes with a par value of $22.3 million under the terms of the note indenture, and received cash equal to the par value of the notes and interest on these notes through February 15, 2013, and 1.9 million shares of common stock. The Company incurred a loss on extinguishment of debt during the three-month period ended December 31, 2012 of $1.2 million, which primarily consists of $1.1 million in estimated fair market value of the notes extinguished over their book value at the extinguishment date, and $0.1 million paid to the note holder for interest that the note holders would have received through February 2013. | |||||||||
In connection with the issuance of the 2028 Notes, the Company incurred $2.7 million of issuance costs, which primarily consisted of investment banker, legal and other professional fees. These costs are being amortized and were recorded as additional interest expense through August 2013, the first scheduled date on which holders have the option to require the Company to repurchase the 2028 Notes. | |||||||||
The Company separately accounted for the liability and equity components of the convertible debt instrument by allocating the proceeds from issuance of the 2028 Notes between the liability component and the embedded conversion option, or equity component. This allocation was done by first estimating an interest rate at the time of issuance for similar notes that do not include the embedded conversion option. This interest rate of 12.5% was used to compute the initial fair value of the liability component of $44.1 million. | |||||||||
The excess of the initial proceeds received from the convertible 2028 Notes over the initial amount allocated to the liability component, of $15.9 million, is allocated to the embedded conversion option, or equity component. This excess is reported as a debt discount and subsequently amortized as interest cost, using the interest method, through August 2013, the first scheduled date on which the holders had the option to require the Company to repurchase the 2028 Notes. | |||||||||
The Company had the right to redeem the 2028 Notes, in whole or in part, at any time after August 15, 2013 for cash equal to the principal amount of the Notes to be redeemed, plus any accrued and unpaid interest. The Company called the 2028 Notes for redemption in September 2013, but before the redemption date, the holders elected to convert the remaining 2028 Notes with a par value of $12.5 million under the terms of the note indenture, and the holders received cash equal to the par value of the notes and interest on these notes through August 15, 2013, and 1.2 million shares of common stock. | |||||||||
The carrying value of the equity component at December 31, 2013 was $6.6 million. For the year ended December 31, 2013, the effective interest rate on the liability component was 12.6%, and total interest expense of $1.1 million was recognized, including $0.6 million of amortization of debt discount. | |||||||||
Convertible Senior Notes Due 2015 | |||||||||
On June 3, 2010 the Company closed an offering of $345.0 million in convertible senior notes due May 15, 2015, or the 2015 Notes. Net proceeds from the offering were approximately $334.2 million. The 2015 Notes are governed by an indenture, dated as of June 3, 2010 between the Company and U.S. Bank National Association, as trustee. | |||||||||
The 2015 Notes bear interest at a rate of 2.75% per year, payable semiannually in arrears on May 15 and November 15 of each year. The 2015 Notes will mature on May 15, 2015, unless earlier converted or repurchased in accordance with their terms prior to such date. | |||||||||
The 2015 Notes are senior unsecured obligations, and rank (i) equally to any of the Company’s existing and future unsecured senior debt, (ii) senior to any of the Company’s future indebtedness that is expressly subordinated to these 2015 Notes, and (iii) effectively junior to any secured indebtedness to the extent of the value of the assets securing such indebtedness. | |||||||||
The 2015 Notes are convertible into approximately 7,439,000 shares of the Company’s common stock under certain circumstances prior to maturity at a conversion rate of 21.5592 shares per $1,000 principal amount of 2015 Notes, which represents a conversion price of approximately $46.38 per share, subject to adjustment under certain conditions. Holders may submit convert their 2015 Notes for conversion at their option at specified times prior to the maturity date of May 15, 2015 only if: (1) during any fiscal quarter commencing after June 30, 2010, if the last reported sale price of the Company’s common stock for at least 20 trading days in the period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter is equal to or more than 130% of the conversion price of the 2015 Notes on the last day of such preceding fiscal quarter; (2) the trading price for the 2015 Notes, per $1,000 principal amount, for each such trading day was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate of the 2015 Notes on such date; or (3) the Company enters into specified corporate transactions. The first of these conditions had been met as of the fiscal quarter ended March 31, 2014. The 2015 Notes will be convertible, at the option of the noteholders, regardless of whether any of the foregoing conditions have been satisfied, on or after January 13, 2015 at any time prior to the close of business on the second scheduled trading day immediately preceding the stated maturity date of May 15, 2015. Upon conversion, the Company may pay cash, shares of the Company’s common stock or a combination of cash and stock, as determined by the Company in its discretion. | |||||||||
The Company is required to separately account for the liability and equity components of the convertible debt instrument by allocating the proceeds from issuance of the 2015 Notes between the liability component and the embedded conversion option, or equity component. This allocation was done by first estimating an interest rate at the time of issuance for similar notes that do not include the embedded conversion option. This interest rate of 8.35% was used to compute the initial fair value of the liability component of $265.6 million. The excess of the initial proceeds received from the convertible 2015 Notes over the initial amount allocated to the liability component, of $79.4 million, is allocated to the embedded conversion option, or equity component. This excess is reported as a debt discount and subsequently amortized as interest cost, using the interest method, through May 2015, the maturity date of the 2015 Notes. | |||||||||
In connection with the issuance of the 2015 Notes, the Company incurred $10.8 million of issuance costs, which primarily consisted of investment banker, legal and other professional fees. The portion of these costs related to the equity component of $2.5 million was charged to additional paid-in capital. The portion of these costs related to the debt component of $8.3 million is being amortized and are recorded as additional interest expense through May 2015, the maturity date of the 2015 Notes. | |||||||||
In connection with the issuance of the 2015 Notes, the Company entered into capped call transactions with certain counterparties covering approximately 7,439,000 shares of the Company’s common stock. The capped call transactions have a strike price of $46.38 and a cap price of $62.44, and are exercisable when and if the 2015 Notes are converted. If upon conversion of the 2015 Notes, the price of the Company’s common stock is above the strike price of the capped calls, the counterparties will deliver shares of the Company’s common stock and/or cash with an aggregate value approximately equal to the difference between the price of the Company’s common stock at the conversion date (as defined, with a maximum price for purposes of this calculation equal to the cap price) and the strike price, multiplied by the number of shares of the Company’s common stock related to the capped call transactions being exercised. The Company paid $44.3 million for these capped calls and charged this to additional paid-in capital. | |||||||||
The carrying value of the equity component related to the 2015 Notes at March 31, 2014 and December 31, 2013 was $79.4 million. The effective interest rate on the liability component for the three-month periods ended March 31, 2014 and 2013 was 8.35%. Total interest cost of $7.1 million and $6.8 million was recognized during the three-month periods ended March 31, 2014 and 2013, respectively, including $4.4 million and $4.0 million of amortization of debt discount, respectively. The fair value of the 2015 Notes was approximately $764.2 million at March 31, 2014. | |||||||||
Convertible Senior Notes Due 2019 | |||||||||
On March 16, 2012 the Company closed an offering of $690.0 million in convertible senior notes due March 15, 2019, or the 2019 Notes. Net proceeds from the offering were approximately $668.3 million. The 2019 Notes are governed by an indenture, dated as of March 16, 2012 between the Company and U.S. Bank National Association, as trustee. | |||||||||
The 2019 Notes bear interest at a rate of 1.50% per year, payable semiannually in arrears on March 15 and September 15 of each year. The 2019 Notes will mature on March 15, 2019, unless earlier converted or repurchased in accordance with their terms prior to such date. | |||||||||
The 2019 Notes are senior unsecured obligations, and rank (i) equally to any of the Company’s existing and future unsecured senior debt, (ii) senior to any of the Company’s future indebtedness that is expressly subordinated to these 2019 Notes, and (iii) effectively junior to any secured indebtedness to the extent of the value of the assets securing such indebtedness. | |||||||||
The 2019 Notes are convertible into approximately 10,484,000 shares of the Company’s common stock under certain circumstances prior to maturity at a conversion rate of 15.1947 shares per $1,000 principal amount of 2019 Notes, which represents a conversion price of approximately $65.81 per share, subject to adjustment under certain conditions. Holders may submit convert their 2019 Notes for conversion at their option at specified times prior to the maturity date of March 15, 2019 only if: (1) during any fiscal quarter commencing after June 30, 2012, if the last reported sale price of the Company’s common stock for at least 20 trading days in the period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter is equal to or more than 130% of the conversion price of the 2019 Notes on the last day of such preceding fiscal quarter; (2) the trading price for the 2019 Notes, per $1,000 principal amount, for each such trading day was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate of the 2019 Notes on such date; or (3) the Company enters into specified corporate transactions. The first of these conditions had been met as of the fiscal quarter ended March 31, 2014. The 2019 Notes will be convertible, at the option of the noteholders, regardless of whether any of the foregoing conditions have been satisfied, on or after November 9, 2018 at any time prior to the close of business on the second scheduled trading day immediately preceding the stated maturity date of March 15, 2019. Upon conversion, the Company may pay cash, shares of the Company’s common stock or a combination of cash and stock, as determined by the Company in its discretion. | |||||||||
The Company is required to separately account for the liability and equity components of the convertible debt instrument by allocating the proceeds from issuance of the 2019 Notes between the liability component and the embedded conversion option, or equity component. This allocation was done by first estimating an interest rate at the time of issuance for similar notes that do not include the embedded conversion option. This interest rate of 5.50% was used to compute the initial fair value of the liability component of $529.3 million. The excess of the initial proceeds received from the convertible 2019 Notes over the initial amount allocated to the liability component, of $160.7 million, is allocated to the embedded conversion option, or equity component. This excess is reported as a debt discount and subsequently amortized as interest cost, using the interest method, through March 2019, the maturity date of the 2019 Notes. | |||||||||
In connection with the issuance of the 2019 Notes, the Company incurred $21.7 million of issuance costs, which primarily consisted of investment banker, legal and other professional fees. The portion of these costs related to the equity component of $5.1 million was charged to additional paid-in capital. The portion of these costs related to the debt component of $16.6 million is being amortized and is recorded as additional interest expense through March 2019, the maturity date of the 2019 Notes. | |||||||||
In connection with the issuance of the 2019 Notes, the Company entered into convertible bond hedge transactions with certain counterparties covering approximately 10,484,000 shares of the Company’s common stock. The convertible bond hedge transactions have a strike price of $65.81 and are exercisable when and if the 2019 Notes are converted. If upon conversion of the 2019 Notes, the price of the Company’s common stock is above the strike price of the convertible bond hedge transactions, the counterparties will deliver shares of the Company’s common stock and/or cash with an aggregate value approximately equal to the difference between the price of the Company’s common stock at the conversion date and the strike price, multiplied by the number of shares of the Company’s common stock related to the convertible bond hedge transaction being exercised. The Company paid $167.0 million for these convertible bond hedge transactions and charged this to additional paid-in capital. | |||||||||
Simultaneously with entering into the convertible bond hedge transactions, the Company entered into privately negotiated warrant transactions whereby the Company sold the counterparties to these transactions warrants to acquire, subject to customary adjustments, approximately 10,484,000 shares of the Company’s common stock at a strike price of $85.31 per share, also subject to adjustment. The Company received $99.0 million for these warrants and credited this amount to additional paid-in capital. | |||||||||
The carrying value of the equity component related to the 2019 Notes at March 31, 2014 and December 31, 2013 was $160.7 million. The effective interest rate on the liability component for the three-month periods ended March 31, 2014 and 2013 was 5.50%. Total interest cost of $8.4 million and $8.1 million was recognized during the three-month periods ended March 31, 2014 and 2013, respectively, including $5.2 million and $5.0 million of amortization of debt discount, respectively. The fair value of the 2019 Notes was approximately $1,168.0 million at March 31, 2014. | |||||||||
The following table summarizes information on the convertible senior notes as of (in thousands): | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Convertible Senior Notes due 2015: | |||||||||
Principal amount of the liability component | $ | 345,000 | $ | 345,000 | |||||
Unamortized discount | (22,005 | ) | (26,356 | ) | |||||
Net carrying amount | $ | 322,995 | $ | 318,644 | |||||
Convertible Senior Notes due 2019: | |||||||||
Principal amount of the liability component | $ | 690,000 | $ | 690,000 | |||||
Unamortized discount | (121,357 | ) | (126,594 | ) | |||||
Net carrying amount | $ | 568,643 | $ | 563,406 | |||||
Total Convertible Senior Notes | |||||||||
Principal amount of the liability component | $ | 1,035,000 | $ | 1,035,000 | |||||
Unamortized discount | (143,362 | ) | (152,950 | ) | |||||
Net carrying amount | $ | 891,638 | $ | 882,050 | |||||
Notes Due 2021 | |||||||||
On December 27, 2013, the Company, completed the issuance and sale of $750.0 million in aggregate principal amount of 6.00% senior notes due 2021, or the 2021 Notes, in a private placement. The 2021 Notes will mature on January 15, 2021 and bear interest at a rate of 6.00% per annum, accruing from December 27, 2013. Interest is payable on the 2021 Notes on each January 15 and July 15, commencing July 15, 2014. The 2021 Notes were issued at 100% of face value and the net proceeds to the Company from the sale of the 2021 Notes were $723.0 million after deducting the initial purchasers’ discounts and offering expenses, which were recorded in 2014 upon the completion of our acquisition of Santarus. The 2021 Notes are governed by terms contained in an indenture, dated as of December 27, 2013, between the Company and U.S. Bank National Association, as trustee. | |||||||||
Upon closing, the Company placed the gross proceeds from the sale of the 2021 Notes into a secured escrow account, and they were recorded as restricted cash on the consolidated balance sheet at December 31, 2013. As discussed in Note 2, the Company completed its previously announced tender offer for all outstanding shares of common stock of Santarus, at a purchase price of $32.00 per share on January 2, 2014. Concurrently with completion of the tender offer, the proceeds in the escrow account were released to fund the acquisition. The 2021 Notes are unsecured obligations of the Company. Promptly following the acquisition of Santarus, Santarus and certain current subsidiaries of the Company became guarantors of the 2021 Notes on a senior unsecured basis. | |||||||||
At any time prior to January 15, 2017, the Company may, at its option, redeem some or all of the 2021 Notes at a redemption price of 100% of the principal amount thereof, plus a make-whole premium set forth in the indenture and accrued and unpaid interest, if any, to the redemption date. Beginning January 15, 2017, the Company may redeem the 2021 Notes, in whole or in part, at redemption prices (expressed as percentages of principal amount) equal to 104.5%, 103.0%, 101.5% and 100.0% for the 12-month periods beginning on January 15, 2017, January 15, 2018, January 15, 2019 and January 15, 2020, respectively, plus accrued and unpaid interest, if any. At any time prior to January 15, 2017, the Company also may redeem up to 35% of the principal amount of the 2021 Notes at a redemption price equal to 106.00% of the principal amount thereof plus accrued and unpaid interest, if any, with the net cash proceeds of certain equity offerings. | |||||||||
The indenture contains covenants that restrict the ability of the Company and certain of its subsidiaries to, among other things: (i) borrow money or issue preferred stock; (ii) pay dividends or make other payments or distributions on equity or purchase, redeem or otherwise acquire equity; (iii) make principal payments on, or purchase or redeem subordinated indebtedness prior to any scheduled principal payment or maturity; (iv) make certain investments; (v) create liens on their assets; (vi) sell their assets; (vii) enter into certain transactions with affiliates; (viii) engage in unrelated businesses and (ix) consolidate, merge or sell substantially all of the Company’s assets. These covenants are subject to a number of exceptions and qualifications, including the fall away of certain of these covenants if the 2021 Notes receive an investment grade credit rating in the future. The indenture also requires the Company to make an offer to repurchase the 2021 Notes upon the occurrence of certain events constituting either a change of control that reduces the Company’s credit rating or asset sales in specified circumstances. The fair value of the 2021 Notes was approximately $800.3 million at March 31, 2014. |
Credit_Agreement
Credit Agreement | 3 Months Ended | |
Mar. 31, 2014 | ||
Debt Disclosure [Abstract] | ' | |
Credit Agreement | ' | |
10 | Credit Agreement | |
On January 2, 2014, the Company entered into a credit agreement, or the Credit Agreement, with Jefferies Finance LLC, as collateral agent , or the Collateral Agent, and administrative agent, and the lenders party thereto, providing for (i) the $1.2 billion Term Loan B Facility”) and (ii) a $150.0 million five year senior secured revolving credit facility, or the Revolving Credit Facility, and together with the Term Loan B Facility, the Senior Secured Facilities. The proceeds of the Term Loan B Facility were used to fund a portion of the purchase price of the tender offer for Santarus. The proceeds of the Revolving Credit Facility can be used in the future for working capital and general corporate purposes, including permitted investments and acquisitions. | ||
In connection with the entry by the Company into the Credit Agreement, the Company and the Guarantors have entered into a Guarantee and Collateral Agreement, dated January 2, 2014, or the Guarantee and Collateral Agreement, with the Collateral Agent, pursuant to which (i) each of the Guarantors has guaranteed the obligations of the Company under the Credit Agreement and the obligations of each of the other Guarantors under the Guarantee and Collateral Agreement and (ii) the Company and each of the Guarantors has granted to the Collateral Agent, for the benefit of the lenders under the Credit Agreement, a first priority security interest in substantially all of its assets. | ||
The term loans under the Term Loan B Facility are subject to quarterly amortization equal to 1.25% of the original aggregate principal amount thereof and the remaining principal balance is due and payable on January 2, 2020 unless earlier prepaid. The Senior Secured Facilities bear interest at an annual rate of, at the Company’s option, either (i) Adjusted LIBOR (as defined by the Credit Agreement), with a floor of 1.00%, plus a margin of 3.25% or (ii) the highest of (A) the Wall Street Journal’s published “U.S. Prime Lending Rate,” (B) the Federal Funds Effective Rate (as defined by the Credit Agreement) in effect on such day plus 0.50%, (C) one-month Adjusted LIBOR plus 1.00% per annum and (D) 2.00%, in each case plus a margin of 2.25%. If the ratio of the Company’s consolidated total debt to consolidated EBITDA, or the Total Leverage Ratio, is less than 3.75 to 1.00, the margins will be reduced by 25 basis points. | ||
The Company is required to prepay term loans under the Term Loan B Facility with (i) 100% of the proceeds of asset sales not reinvested within generally one year, (ii) 100% of the proceeds from certain debt financings and (iii) 50% of Excess Cash Flow (as defined in the Credit Agreement). The percentage of Excess Cash Flow that must be used to prepay the Term Loan B Facility decreases to 25% if the Total Leverage Ratio is less than 3:50 to 1:00 and to zero if the Total Leverage Ratio is less than 2:50 to 1:00. | ||
The Credit Agreement includes customary affirmative and negative covenants, including restrictions on additional indebtedness, liens, investments, asset sales, stock buybacks and dividends, mergers, consolidations, and transactions with affiliates and capital expenditures. The negative covenants are generally subject to various exceptions. The Credit Agreement does not include any financial maintenance covenants, with the exception that if 25% or more of the Revolving Credit Facility is being utilized, a Total Leverage Ratio requirement (measured as of the last day of each quarter), which decreases over time, must be satisfied. The Company was in compliance with these covenants as of March 31, 2014. |
Research_and_Development
Research and Development | 3 Months Ended | |
Mar. 31, 2014 | ||
Research And Development [Abstract] | ' | |
Research and Development | ' | |
11 | Research and Development | |
The Company expenses research and development costs, both internal and externally contracted, as incurred. For nonrefundable advance payments for goods or services that will be used or rendered for future research and development activities, the Company initially capitalizes the advance payment. The Company then recognizes such amounts as an expense as the related goods are delivered or the related services are performed. At March 31, 2014 and December 31, 2013, the net liability related to on-going research and development activities was $18.2 million and $13.5 million, respectively. |
Comprehensive_Income
Comprehensive Income | 3 Months Ended | |
Mar. 31, 2014 | ||
Equity [Abstract] | ' | |
Comprehensive Income | ' | |
12 | Comprehensive Income | |
Other comprehensive income is composed entirely of adjustments resulting from the translation of the financial statements of the Company’s foreign subsidiary, Oceana Therapeutics, Limited into U.S. dollars. |
Stockholders_Equity
Stockholders' Equity | 3 Months Ended | ||||||||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||||||||||||||
Stockholders' Equity | ' | ||||||||||||||||||||||||||||
13 | Stockholders’ Equity | ||||||||||||||||||||||||||||
Additional Paid-In Capital | |||||||||||||||||||||||||||||
The following table summarizes the activity in additional paid-in-capital for the three-month periods ended March 31 (in thousands): | |||||||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||||||
Balance at December 31 | $ | 667,428 | $ | 631,364 | |||||||||||||||||||||||||
Issuance of common stock upon exercise of stock options | 2,367 | 756 | |||||||||||||||||||||||||||
Payments related to net settlement of stock-based awards | (5,090 | ) | (1,481 | ) | |||||||||||||||||||||||||
Income tax benefit from non-qualified stock option exercises | 9,925 | 365 | |||||||||||||||||||||||||||
Compensation expense related to restricted stock awards | 7,324 | 5,036 | |||||||||||||||||||||||||||
Balance at March 31 | $ | 681,954 | $ | 636,040 | |||||||||||||||||||||||||
Share-Based Compensation | |||||||||||||||||||||||||||||
At March 31, 2014, the Company had one active share-based compensation plan, the 2005 Stock Plan, allowing for the issuance of stock options and restricted stock. The Company estimates the fair value of share-based payment awards on the date of the grant. The Company recognizes cost over the period during which an employee is required to provide service in exchange for the award. | |||||||||||||||||||||||||||||
Starting in 2006, the Company began issuing restricted shares to employees, executives and directors of the Company. The restrictions on the restricted stock lapse according to one of two schedules. For employees and executives of the Company, restrictions lapse 25% annually over four years or 33% over 3 years. For Board members of the Company, restrictions lapse 100% after approximately one year. The fair value of the restricted stock was estimated using an assumed forfeiture rate of 9.5% and is being expensed on a straight-line basis over the period during which the restrictions lapse. For the three-month periods ended March 31, 2014 and 2013, the Company recognized $7.3 million and $5.0 million in share based compensation expense related to the restricted shares, respectively. As of March 31, 2014, the total amount of unrecognized compensation cost related to nonvested restricted stock awards, to be recognized as expense subsequent to March 31, 2014, was approximately $62.2 million, and the related weighted-average period over which it is expected to be recognized is approximately 3 years. | |||||||||||||||||||||||||||||
Aggregate stock plan activity is as follows: | |||||||||||||||||||||||||||||
Total Shares | Stock Options | Restricted Shares | Stock Options and | ||||||||||||||||||||||||||
Available | Restricted Shares | ||||||||||||||||||||||||||||
For Grant | Number | Weighted | Number | Weighted | Number | Weighted | |||||||||||||||||||||||
Average | Subject to | Average | Average | ||||||||||||||||||||||||||
Price | Issuance | Price | Price | ||||||||||||||||||||||||||
Balance at December 31, 2013 | 3,031,539 | 498,493 | $ | 18.23 | 1,472,255 | $ | 46.91 | 1,970,748 | $ | 39.66 | |||||||||||||||||||
Granted | (337,724 | ) | — | 337,724 | $ | 93.48 | 337,724 | $ | 93.48 | ||||||||||||||||||||
Exercised | — | (127,172 | ) | $ | 18.61 | — | — | (127,172 | ) | $ | 18.61 | ||||||||||||||||||
Vested | — | — | — | (319,012 | ) | $ | 37.64 | (319,012 | ) | $ | 37.64 | ||||||||||||||||||
Canceled | 68,334 | — | — | (68,334 | ) | $ | 86.26 | (68,334 | ) | $ | 86.26 | ||||||||||||||||||
Balance at March 31, 2014 | 2,762,149 | 371,321 | $ | 18.1 | 1,422,633 | $ | 58.15 | 1,793,954 | $ | 49.86 | |||||||||||||||||||
For the three-month period ended March 31, 2014, the Company issued 0.1 million shares of the Company’s outstanding stock with a market value of $12.1 million upon the exercise of stock options. For the three-month period ended March 31, 2013, the Company issued 0.1 million shares of the Company’s outstanding stock with a market value of $2.6 million upon the exercise of stock options. The Company recognized no share-based compensation expense related to stock options for the three-month periods ended March 31, 2014 or 2013, nor any income tax benefit. The total intrinsic value of options exercised for the three-month periods ended March 31, 2014 and 2013 was $9.7 million and $1.6 million, respectively. As of March 31, 2014, there was no unrecognized compensation cost for stock options because all stock options were fully vested. For the three-month periods ended March 31, 2014 and 2013 the Company received $2.4 million and $0.8 million in cash from stock option exercises, respectively. | |||||||||||||||||||||||||||||
The following table summarizes stock-based compensation expense incurred (in thousands): | |||||||||||||||||||||||||||||
Three months ended | |||||||||||||||||||||||||||||
March 31, | |||||||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||||||
Research and development | $ | 1,647 | $ | 1,144 | |||||||||||||||||||||||||
Selling, general and administrative | 5,677 | 3,892 | |||||||||||||||||||||||||||
Total | $ | 7,324 | $ | 5,036 | |||||||||||||||||||||||||
Income_Taxes
Income Taxes | 3 Months Ended | |
Mar. 31, 2014 | ||
Income Tax Disclosure [Abstract] | ' | |
Income Taxes | ' | |
14 | Income Taxes | |
The Company provides for income taxes under the liability method. This approach requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of differences between the tax basis of assets or liabilities and their carrying amounts in the consolidated financial statements. The Company provides a valuation allowance for deferred tax assets if it is more likely than not that these items will either expire before the Company is able to realize their benefit or if future deductibility is uncertain. | ||
The Company applies the provision of ASC 740-10 with respect to Accounting for Uncertainty in Income Taxes. As of March 31, 2014, the Company’s unrecognized tax benefits totaled $10.0 million. If recognized, the entire amount would impact the Company’s effective tax rate. The Company recognizes interest and penalties related to unrecognized tax benefits in income tax expense. The Company has recorded $0.7 million of interest expense and no penalties have been recorded by the Company through March 31, 2014. During the three months ended March 31, 2014, the Company recorded interest expense of $0.3 million to the Company’s unrecognized tax benefit. The Company’s net unrecognized tax benefits could change significantly due to tax benefits and liabilities that may be effectively settled within the next 12 months. The results and timing of the settlements is highly uncertain and the Company is unable to estimate the range of the possible changes to the balance of unrecognized tax benefits. | ||
The Company files a consolidated U.S. federal income tax return and consolidated and separate company income tax returns in many U.S. state jurisdictions. Generally, the Company is no longer subject to federal and state income tax examinations by U.S. tax authorities for years prior to 1994. During the three-month period ended March 31, 2014, the Internal Revenue Service commenced an audit for the 2011 tax year. At this time we are not aware of any potential audit adjustments that will materially impact the Company’s financial statements. | ||
The provision for income taxes reflects the Company’s estimate of the effective tax rate expected to be applicable for the full fiscal year. The Company’s effective tax rate for the three-month period ended March 31, 2014 and 2013 were 45.3% and 33.9%, respectively. The increase in our effective tax rate for the three-month period ended March 31, 2014, as compared to the same periods in 2013, is due primarily to non-deductible acquisition costs that occurred during the first quarter of 2014. The Company re-evaluates this estimate each quarter based on the Company’s estimated tax expense for the year. The Company’s effective tax rate might fluctuate throughout the year due to various items including, but not limited to, certain transactions the Company enters into, settlement of uncertain tax positions, the implementation of tax planning strategies, and changes in the tax law. The Company’s effective tax rates differ from the statutory rate of 35% primarily due to state income taxes and expenses and losses which are non-deductible for federal and state income tax purposes. |
Net_Income_Loss_per_Share
Net Income (Loss) per Share | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Earnings Per Share [Abstract] | ' | ||||||||
Net Income (Loss) per Share | ' | ||||||||
15 | Net Income (Loss) per Share | ||||||||
The Company computes basic net income (loss) per share by dividing net income (loss) by the weighted average number of common shares outstanding. The Company computes diluted net income (loss) per share by dividing net income (loss) by the weighted average number of common shares and dilutive common share equivalents then outstanding. Common share equivalents consist of the incremental common shares issuable upon the exercise of stock options and the impact of unvested restricted stock grants. The Company accounts for the effect of the convertible notes on diluted net income (loss) per share using the treasury stock method. As a result, the convertible notes have no effect on diluted net income per share until the Company’s stock price exceeds the conversion price of $9.25 per share for the 2028 Notes, $46.38 for the 2015 Notes, and $65.81 for the 2019 Notes. For the three-month period ended March 31, 2013, weighted average common shares, diluted, includes the effect of approximately 6,486,000 shares issuable upon conversion of the 2028 Notes calculated using the treasury stock method, taking into effect the repurchase in March and December 2012 of 2028 Notes convertible into approximately 2,730,000 and 2,405,000 shares, respectively, since the Company’s average stock price exceeded $9.25 during this period. For the three-month period ended March 31, 2013, weighted average common shares, diluted, includes the effect of approximately 7,439,000 share issuable upon conversion of the 2015 Notes calculated using the treasury stock method, since the Company’s average stock price exceeded $46.38 during this period. For the three-month period ended March 31, 2013, weighted average common shares, diluted, excludes the effect of the approximately 10,484,000 shares issuable upon conversion of the 2019 Notes calculated using the treasury stock method since the Company’s average stock price did not exceed $65.81 during this period. For the three-month period ended March 31, 2014, weighted average common shares, diluted, equaled weighted average common shares, basic, because inclusion of 1,010,364 shares of restricted stock and stock options, and 9,562,499 shares issuable upon conversion of the 2015 and 2019 Notes would have been anti-dilutive. | |||||||||
For the three-month period ended March 31, 2014 and 2013, there were 14,690 and 23,205, respectively, potential common shares outstanding that were excluded from the diluted net income per share calculation because their effect would have been anti-dilutive. | |||||||||
The following table reconciles the numerator and denominator used to calculate diluted net income per share (in thousands): | |||||||||
Three months ended | |||||||||
March 31, | |||||||||
2014 | 2013 | ||||||||
Numerator: | |||||||||
Net income (loss) | $ | (43,872 | ) | $ | 22,441 | ||||
Denominator: | |||||||||
Weighted average common shares, basic | 63,321 | 61,145 | |||||||
Dilutive effect of restricted stock | — | 455 | |||||||
Dilutive effect of convertible debt | — | 1,355 | |||||||
Dilutive effect of stock options | — | 465 | |||||||
Weighted average common shares, diluted | 63,321 | 63,420 | |||||||
Segment_Reporting
Segment Reporting | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Segment Reporting [Abstract] | ' | ||||||||
Segment Reporting | ' | ||||||||
16 | Segment Reporting | ||||||||
The Company operates in a single industry acquiring, developing and commercializing prescription drugs used in the treatment of a variety of gastrointestinal diseases. Accordingly, the Company’s business is classified as a single reportable segment. | |||||||||
The following table presents net product revenues by product category (in thousands): | |||||||||
Three months ended | |||||||||
March 31, | |||||||||
2014 | 2013 | ||||||||
Xifaxan | 114,260 | 153,315 | |||||||
Inflammatory Bowel Disease—Apriso/Uceris/Giazo/Colazal | 68,691 | 18,460 | |||||||
Diabetes—Glumetza and Cycloset | 140,371 | — | |||||||
Purgatives—OsmoPrep/MoviPrep | 7,135 | 14,062 | |||||||
Zegerid | 37,595 | — | |||||||
Other— Fenoglide/Anusol/Azasan/Diuril/Pepcid/Proctocort/Relistor/ Deflux/ Solesta/Fulyzaq/Metozolv | 16,322 | 16,764 | |||||||
Net product revenues | $ | 384,374 | $ | 202,601 | |||||
Legal_Proceedings
Legal Proceedings | 3 Months Ended | |
Mar. 31, 2014 | ||
Commitments And Contingencies Disclosure [Abstract] | ' | |
Legal Proceedings | ' | |
17 | Legal Proceedings | |
From time to time, the Company is involved in various litigation matters that are being defended and handled in the ordinary course of business. The assessment of whether a loss is probable or reasonably possible, and whether the loss or a range of loss is estimable, often involves a series of complex judgments about future events. Management maintains accruals for such losses that are probable of being incurred and subject to reasonable estimation. For current matters not specifically reported herein, management does not anticipate that the ultimate liabilities, if any, arising from the resolution of such current matters would have a material effect on the Company’s financial condition or results of operations. It is possible, however, that future results of operations for any particular period could be materially affected by changes in the Company’s assessment related to any of these matters. | ||
Product Liability Claims | ||
The Company is currently and might continue to be subject to product liability claims that arise through the testing, manufacturing, marketing and sale of its products. The Company is vigorously defending these claims and intends to continue to do so. The Company has product liability coverage for all of its products other than with regard to claims filed prior to August 31, 2010 relating to OsmoPrep and Visicol, a first generation purgative product that the company no longer markets, but it is possible that this coverage, and any future coverage, will be insufficient to satisfy any liabilities that arise. The Company would have to assume defense of the lawsuits and be responsible for damages, fees and expenses, if any, that are awarded against it or for amounts in excess of the Company’s product liability coverage. | ||
Napo Litigation | ||
On May 5, 2011, Napo filed a lawsuit against the Company in the Supreme Court of the State of New York, County of New York, alleging that the Company had engaged in fraudulent conduct, breached its collaboration agreement with Napo dated December 9, 2008, and breached its duty of good faith and fair dealing. Napo also sought a declaratory judgment that it had the right to terminate the collaboration agreement and sought unspecified damages in excess of $150 million. On or about December 28, 2011, Napo filed an amended complaint seeking an unspecified amount of damages for alleged breaches of the collaboration agreement by the Company. Napo’s amended complaint no longer sought a declaratory judgment that Napo had the right to terminate the collaboration agreement and rendered moot the need for the court to rule on the Company’s motion to dismiss the original complaint. Discovery concluded last year, and, on May 31, 2013 the Company filed a motion for partial summary judgment. The court heard oral arguments on the motion in August 2013. On December 24, 2013, the court entered a short-form order granting the Company’s motion for partial summary judgment, narrowing the issues in the case. Napo timely appealed that decision to the Appellate Division of the Supreme Court of the State of New York. On January 29, 2014 the Court vacated and replaced portions of the short-form order with an order continuing to grant the Company’s motion for partial summary judgment, narrowing the issues in the case. Napo appealed that decision. Trial on the claims remaining in the case commenced on February 10, 2014 and on February 25, 2014 the Jury rendered its verdict, concluding that Salix had complied with its contractual obligations in commercializing Fulyzaq in the United States, and thus did not breach the collaboration agreement. On May 1, 2014, Napo filed an appeal of the jury verdict. The Company continues to advance its development and commercialization plans for crofelemer in accordance with the collaboration agreement and continues to believe that Napo’s allegations are without merit and its lawsuit baseless. | ||
Lupin Litigation | ||
Currently, there are four patents that the Company believes provide coverage for Apriso, including for methods of production and use, until 2018 (U.S. Patent Nos. 6,551,620, or the ‘620 patent, 7,547,451, or the ‘451 patent, 8,337,886, or the ‘886 patent, and 8,496,965, or the ‘965 patent). On September 7, 2012, the Company and Dr. Falk Pharma filed a patent infringement complaint against Lupin Ltd. and Lupin Pharmaceuticals, Inc., collectively Lupin, in the U.S. District Court for the District of Delaware. The complaint alleges infringement of the ‘620 patent, based on Lupin’s filing of an Abbreviated New Drug Application, or ANDA, seeking approval to market and sell a generic version of Apriso before the expiration of the ‘620 patent. The filing of this suit within the 45 day response period provided by the Hatch-Waxman Act imposes a 30-month stay of approval of Lupin’s ANDA unless the court finds in Lupin’s favor prior to that time. On March 4, 2013, the Company and Dr. Falk Pharma filed an amended complaint to enforce the issued ‘886 patent in the pending suit. On July 30, 2013 the USPTO issued the ‘965 patent, which further protects the Apriso product. On August 19, 2013 the Company and Dr. Falk Pharma filed a second amended complaint to enforce the ‘965 patent and the ‘451 patent against Lupin. The court conducted a pretrial evidentiary hearing, known as a Markman hearing, on November, 21, 2013. The court adopted each of Salix’s claim construction positions in its order issued December 17, 2013. The trial is scheduled for September, 2014. The Company continues to evaluate its intellectual property protecting Apriso, in which the Company has full confidence. The Company intends to vigorously enforce its intellectual property rights. Currently, the Company cannot predict or determine the timing or outcome of this inquiry or its impact on financial condition or results of operations. | ||
Novel Litigation | ||
On February 18, 2014, the Company and Dr. Falk Pharma filed a patent infringement complaint against Novel Laboratories, Inc., or Novel, in the U.S. District Court for the District of Delaware. The complaint alleges infringement of the ‘620 patent, the ‘886 patent, and the ‘965 patent based on Novel’s filing of an ANDA seeking approval to market and sell a generic version of Apriso before the expiration of these patents. The filing of this suit within the 45-day response period provided by the Hatch-Waxman Act imposes a 30-month stay of approval of Novel’s ANDA unless the court finds in Novel’s favor prior to that time. The Company continues to evaluate its intellectual property protecting Apriso, in which the Company has full confidence. The Company intends to vigorously enforce its intellectual property rights. Currently, the Company cannot predict or determine the timing or outcome of this inquiry or its impact on financial condition or results of operations. | ||
DOJ Subpoena | ||
On February 1, 2013, the Company’s wholly owned subsidiary Salix Pharmaceuticals, Inc., or Salix, Inc., received a subpoena from the U.S. Attorney’s Office for the Southern District of New York requesting documents regarding our sales and promotional practices for Xifaxan, Relistor and Apriso. The Company is continuing to respond to the subpoena and intends to cooperate fully with the subpoena and related government investigation. Currently, the Company cannot predict or determine the timing or outcome of this inquiry or its impact on its financial condition or results of operations. | ||
Santarus Shareholder Litigation | ||
Beginning on November 12, 2013, eleven putative class action lawsuits were filed by shareholders of Santarus seeking to challenge our proposed acquisition of Santarus, which was announced on November 7, 2013. Nine of these actions were filed in the Delaware Court of Chancery, one was filed in California Superior Court (San Diego County) and one was filed in the U.S. District Court for the Southern District of California. These actions generally allege that the members of the Santarus board of directors breached their fiduciary duties to Santarus’s shareholders by failing to maximize the value of Santarus and by making inadequate or misleading disclosures regarding the proposed merger, and that Santarus, we and certain of our subsidiaries aided and abetted those breaches of fiduciary duty. The complaint in the action pending in California federal court also asserts causes of action on behalf of the individual plaintiff for alleged violations of certain sections of the Exchange Act. These actions generally sought, among other things, to enjoin the merger, unspecified damages and fees. On December 9, 2013, Santarus and its directors filed a motion to stay the action pending in California Superior Court. On December 11, 2013, the Delaware Court of Chancery consolidated the nine actions pending in that court, appointed lead counsel for the plaintiffs, and designated the amended complaint filed by plaintiff Imad Ahmad Khalil on December 9, 2013 as the operative complaint in the consolidated Delaware litigation. On December 20, 2013, the parties in the Delaware litigation reached an agreement in principle, subject to full documentation, to resolve the plaintiffs’ claims in that action in exchange for certain supplemental disclosures that Santarus included in an amended Schedule 14D-9 it filed on that date. The Company completed its merger with Santarus on January 2, 2014. The parties in the Delaware litigation executed a Memorandum of Understanding reflecting the terms of their agreement in principle on January 17, 2014 and are currently drafting full settlement documentation and engaging in confirmatory discovery. The settlement of the Delaware litigation will be subject to approval by the Delaware Court of Chancery. The plaintiffs’ counsel in the Delaware litigation has also indicated that the plaintiffs intend to request an award of an unspecified amount attorneys’ fees from the Delaware Court of Chancery. On January 22, 2014, Santarus and its directors filed a renewed motion to stay the action pending in California Superior Court, and we filed a separate motion to stay that action in favor of the Delaware litigation. On January 22, 2014, Santarus and its directors filed a motion to stay the action pending in the California federal court in favor of the Delaware litigation, and we filed a joinder in support of that motion on January 23, 2014. On February 12, 2014, the parties in the action pending in California federal court filed a joint motion to stay that action pending a decision by the Delaware Court of Chancery regarding final approval of the proposed settlement of the Delaware litigation, and the California federal court granted that motion on February 13, 2014. The Company is vigorously defending the action pending in California Superior Court and attempting to finalize the settlement of the consolidated Delaware litigation as described above. The Company believes that all of the claims asserted against it by Santarus shareholders lack merit. Currently, the Company cannot predict or determine the timing or outcome of this inquiry or its impact on financial condition or results of operations. | ||
Zegerid Rx and Zegerid OTC Patent Litigation | ||
Zegerid Rx Litigation | ||
In April 2010, the U.S. District Court for the District of Delaware ruled that five patents covering Zegerid capsules and Zegerid powder for oral suspension (U.S. Patent Nos. 6,489,346; 6,645,988; 6,699,885; 6,780,882; and 7,399,772) were invalid due to obviousness. These patents were the subject of lawsuits Santarus filed in 2007 against Par, in response to ANDAs filed by Par with the FDA. The University of Missouri, licensor of the patents, is joined in the litigation as a co-plaintiff. In May 2010, Santarus filed an appeal of the District Court’s ruling to the U.S. Court of Appeals for the Federal Circuit. Following the District Court’s decision, Par launched its generic version of Zegerid capsules in June 2010. | ||
In September 2012, the U.S. Court of Appeals for the Federal Circuit reversed in part the April 2010 decision of the District Court. The Federal Circuit found that certain claims of U.S. Patent Nos. 6,780,882 and 7,399,772, which Par had been found to infringe, were not invalid due to obviousness. The Federal Circuit affirmed the district court’s finding of invalidity for the asserted claims from the remaining three patents. Following the Federal Circuit’s decision, Par announced that it had ceased distribution of its generic Zegerid capsules product in September 2012. In December 2012, the Federal Circuit remanded the case to the district court for further proceedings pertaining to damages. In February 2013, Santarus filed an amended complaint with the district court for infringement of U.S. Patent Nos. 6,780,882 and 7,399,772 and requested a jury trial with respect to the issue of damages in connection with Par’s launch of its generic version of Zegerid capsules in June 2010. In March 2013, Par filed its amended answer, which alleges, among other things, failure to state a claim upon which relief can be granted and non-infringement based on purported invalidity of the two asserted patents. In addition, Par filed a motion for a judgment on the pleadings, alleging, among other things, that the two asserted patents are invalid because the Federal Circuit purportedly did not expressly address certain prior art references considered by the district court. The trial on Santarus’s damages claim against Par is currently scheduled for November 2014. Although the Company does not believe that Par has a meritorious basis upon which to further challenge validity of the asserted patents in this proceeding, currently, the Company cannot predict or determine the timing or outcome of this inquiry or its impact on financial condition or results of operations. | ||
In December 2011, Santarus filed a lawsuit in the U.S. District Court for the District of New Jersey against Zydus Pharmaceuticals USA, Inc., or Zydus, for infringement of the patents listed in the Orange Book for Zegerid capsules. The University of Missouri, licensor of the patents, is joined in the litigation as a co-plaintiff. Zydus had filed an ANDA with the FDA regarding its intent to market a generic version of Zegerid capsules prior to the expiration of the listed patents. In September 2012, Santarus amended its complaint to be limited to U.S. Patent No. 7,399,772, which patent was found not to be invalid in the September 2012 Federal Circuit decision. In October 2012, Zydus filed its answer, which alleged, among other things, failure to state a claim upon which relief can be granted. The lawsuit was commenced within the requisite 45-day time period, resulting in an FDA stay on the approval of Zydus’ proposed product for 30 months or until a decision is rendered by the district court, which is adverse to the asserted patent. In December 2013, the district court entered an order staying the case for 60 days, rescheduling the trial for April 2014, and extending the 30-month stay from May 2014 to July 2014. In February 2014, Santarus and MSD agreed to settle this case and the litigation with Zydus related to Zegerid over-the-counter, or OTC, medication which is discussed below. Zydus may begin selling a generic version of prescription Zegerid capsules upon expiration of the applicable patent in mid-2016 (or earlier under certain circumstances). The district court entered an order dismissing the case with prejudice in February 2014. | ||
Zegerid OTC Litigation | ||
In September 2010, MSD filed a lawsuit in the U.S. District Court for the District of New Jersey against Par for infringement of the patents listed in the Orange Book for Zegerid OTC. Santarus and the University of Missouri, licensors of the listed patents, are joined in the lawsuit as co-plaintiffs. Par had filed an ANDA with the FDA regarding its intent to market a generic version of Zegerid OTC prior to the expiration of the listed patents. In October 2012, MSD amended its complaint to be limited to U.S. Patent No. 7,399,772, which patent was found not to be invalid in the Federal Circuit’s September 2012 decision. Also in October 2012, Par filed its answer, which alleged, among other things, failure to state a claim upon which relief can be granted, non-infringement and invalidity. Par has received tentative approval of its proposed generic Zegerid OTC product. Although the 30-month stay expired in February 2013, the parties have agreed that Par will not launch its generic Zegerid OTC product unless there is a district court judgment favorable to Par or in certain other specified circumstances. The Markman hearing for this matter took place in July 2013, and the district court issued a Markman order in October 2013 in which the district court adopted MSD’s proposed construction of several claim terms that were consistent with those adopted by the U.S. District Court for the District of Delaware in the prescription Zegerid litigation. In February 2014, the case was settled, allowing Par to begin selling a generic version of Zegerid OTC capsules upon expiration of the applicable patent in mid-2016 (or earlier under certain circumstances). The Company expects the district court to enter an order dismissing this case soon. | ||
In December 2011, MSD filed a lawsuit in the U.S. District Court for the District of New Jersey against Zydus for infringement of the patents listed in the Orange Book for Zegerid OTC. Santarus and the University of Missouri, licensors of the listed patents, are joined in the litigation as co-plaintiffs. Zydus had filed an ANDA with the FDA regarding its intent to market a generic version of Zegerid OTC prior to the expiration of the listed patents. In September 2012, MSD amended its complaint to be limited to U.S. Patent No. 7,399,772, which patent was found not to be invalid in the Federal Circuit’s September 2012 decision. In October 2012, Zydus filed its answer, which alleges, among other things, failure to state a claim upon which relief can be granted. The lawsuit was commenced within the requisite 45-day time period, resulting in an FDA stay on the approval of Zydus’ proposed product for 30 months or until a decision is rendered by the District Court, which is adverse to the asserted patent. In December 2013, the District Court entered an order staying the case for 60 days, rescheduling the trial for April 2014, and extending the 30-month stay from May 2014 to July 2014. As discussed in connection with the lawsuit against Zydus for infringement of the patents covering prescription Zegerid, in February 2014, Santarus and MSD agreed to settle this case and the related prescription Zegerid litigation with Zydus. Zydus may begin selling a generic version of Zegerid OTC capsules upon expiration of the applicable patent in mid-2016 (or earlier under certain circumstances). The District Court entered an order dismissing the case with prejudice in February 2014. | ||
Fenoglide Patent Litigation | ||
In January 2013, Santarus filed a lawsuit in the U.S. District Court for the District of Delaware against Mylan Inc. and Mylan Pharmaceuticals Inc., collectively referred to herein as Mylan, for infringement of the patents listed in the Orange Book for Fenoglide 120 mg and 40 mg (U.S. Patent Nos. 7,658,944, and 8,124,125). Veloxis Pharmaceuticals A/S, or Veloxis, is joined in the lawsuit as a co-plaintiff. The lawsuit was filed in response to an ANDA filed with the FDA by Mylan regarding Mylan’s intent to market a generic version of Fenoglide 120 mg and 40 mg tablets prior to the expiration of the listed patents. Santarus commenced the lawsuit within the requisite 45-day time period, resulting in an FDA stay on the approval of Mylan’s proposed product for 30 months or until a decision is rendered by the district court, which is adverse to the asserted patents, whichever may occur earlier. Absent a court decision, the 30-month stay is expected to expire in June 2015. Mylan has filed an answer in the case that asserts, among other things, non-infringement, invalidity, and failure to state a claim, and it has also filed counterclaims. Currently, the Company cannot predict or determine the timing or outcome of this inquiry or its impact on financial condition or results of operations. |
Condensed_Consolidating_Financ
Condensed Consolidating Financial Information for Guarantors | 3 Months Ended | |
Mar. 31, 2014 | ||
Text Block [Abstract] | ' | |
Condensed Consolidating Financial Information for Guarantors | ' | |
18 | Condensed Consolidating Financial Information for Guarantors | |
Salix Pharmaceuticals, Inc., Oceana and Santarus, collectively referred to as the Guarantors, currently guarantee the 2021 Notes, the Senior Term B Loan Facility and the Revolving Credit Facility. The guarantees are full and unconditional and joint and several, and each of the Guarantors is wholly owned, either directly or indirectly, by the Company. The Company has no independent assets or operations and all Company subsidiaries other than the Guarantors are minor, as such term is defined in Rule 3-10(h)(6) of Regulation S-X. As a result, the Company is not required to present condensed consolidating financial information for the Guarantors pursuant to Rule 3-10(f) of Regulation S-X. |
Business_Combination_Tables
Business Combination (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Business Combinations [Abstract] | ' | ||||||||||||
Fair Values of Assets Acquired and Liabilities Assumed at Date of Acquisition | ' | ||||||||||||
The following table summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition: | |||||||||||||
($ in thousands) | January 2, 2014 | ||||||||||||
Total consideration | $ | 2,671,212 | |||||||||||
Tangible assets acquired and liabilities assumed: | |||||||||||||
Cash and cash equivalents | $ | 171,259 | |||||||||||
Restricted cash | 750 | ||||||||||||
Investments | 44,867 | ||||||||||||
Account receivables, net | 50,634 | ||||||||||||
Inventory | 49,498 | ||||||||||||
Current deferred tax assets | 147,522 | ||||||||||||
Prepaid expenses and other current assets | 8,823 | ||||||||||||
Property and equipment, net | 1,064 | ||||||||||||
Other assets acquired | 731 | ||||||||||||
Accounts payable | (12,097 | ) | |||||||||||
Accrued expenses | (21,497 | ) | |||||||||||
Reserve for product returns, rebates and chargebacks | (40,892 | ) | |||||||||||
Long-term deferred tax liability | (533,065 | ) | |||||||||||
Other long-term liabilities | (7,180 | ) | |||||||||||
Total tangible assets acquired and liabilities assumed | (139,583 | ) | |||||||||||
Intangible assets acquired: | |||||||||||||
Currently marketed products (CMPs) | 1,554,000 | ||||||||||||
In-process research & development products (IPR&D) | 83,000 | ||||||||||||
Contractual agreements | 44,000 | ||||||||||||
Total intangible assets acquired | 1,681,000 | ||||||||||||
Total tangible and intangible assets acquired and liabilities assumed | 1,541,417 | ||||||||||||
Goodwill | $ | 1,129,795 | |||||||||||
Unaudited ProForma Financial Information | ' | ||||||||||||
The unaudited pro forma financial information is not necessarily indicative of the results of operations as they would have been had the transaction been effected on the assumed date. | |||||||||||||
($ in thousands) | Three Month Ended | ||||||||||||
March 31, 2013 | |||||||||||||
Revenue | $ | 282,041 | |||||||||||
Net loss | (49,076 | ) | |||||||||||
Basic loss per share | (0.80 | ) | |||||||||||
Diluted loss per share | (0.80 | ) | |||||||||||
Fair Value Adjustment for Purchase Accounting for Merger | ' | ||||||||||||
($ in thousands) | Weighted | Estimated | Amortization | ||||||||||
Average | Fair Value | Expense for the | |||||||||||
Useful Life | As of | Three | |||||||||||
(years) | Acquisition | Month Period Ended | |||||||||||
Date | March 31, 2013 | ||||||||||||
IPR&D | N/A | 83,000 | — | ||||||||||
Product rights on CMPs | 15.7 | 1,554,000 | 42,654 | ||||||||||
Licensing agreements | 10 | 44,000 | 1,100 | ||||||||||
Total pro forma amortization expense | 43,754 | ||||||||||||
Less: historical amortization expense | (1,501 | ) | |||||||||||
Net adjustment | 42,253 | ||||||||||||
Schedule of Notes and Borrowings Under Term Loan Facility | ' | ||||||||||||
($ in thousands) | Three Month Ended | ||||||||||||
March 31, 2013 | |||||||||||||
Interest on Term Loan B Facility of $1.2 billion and $750 million of 2021 Notes at an assumed weighted average cash interest rate of approximately 5.02% | 23,859 | ||||||||||||
Commitment fees on senior revolving credit facility | 185 | ||||||||||||
Amortization of debt issue costs and original issue discount | 2,428 | ||||||||||||
Total adjustment | 26,472 | ||||||||||||
Intangible_Assets_and_Goodwill1
Intangible Assets and Goodwill (Tables) | 3 Months Ended | ||||||||||||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||||||||||||
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||||||||||||||||||
Components of All Specifically Identifiable Intangible Assets | ' | ||||||||||||||||||||||||||||||||
The following table reflects the components of all specifically identifiable intangible assets as of March 31, 2014 and December 31, 2013 (in thousands): | |||||||||||||||||||||||||||||||||
March 31, 2014 | December 31, 2013 | ||||||||||||||||||||||||||||||||
Gross | Accumulated | Foreign | Net | Gross | Accumulated | Foreign | Net | ||||||||||||||||||||||||||
Amount | Amortization | Exchange | Carrying | Amount | Amortization | Exchange | Carrying | ||||||||||||||||||||||||||
Translation | Value | Translation | Value | ||||||||||||||||||||||||||||||
Goodwill | $ | 1,310,704 | $ | — | $ | — | $ | 1,310,704 | $ | 180,905 | $ | — | $ | 4 | $ | 180,909 | |||||||||||||||||
Finite lived intangible assets | 2,088,367 | 204,437 | 1,071 | 1,885,001 | 490,367 | 149,322 | 865 | 341,910 | |||||||||||||||||||||||||
Indefinite lived intangible assets | 138,600 | — | — | 138,600 | 55,600 | — | — | 55,600 | |||||||||||||||||||||||||
Total | $ | 3,537,671 | $ | 204,437 | $ | 1,071 | $ | 3,334,305 | $ | 726,872 | $ | 149,322 | $ | 869 | $ | 578,419 | |||||||||||||||||
Notes_Tables
Notes (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Summary of Information on Convertible Senior Notes | ' | ||||||||
The following table summarizes information on the convertible senior notes as of (in thousands): | |||||||||
March 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Convertible Senior Notes due 2015: | |||||||||
Principal amount of the liability component | $ | 345,000 | $ | 345,000 | |||||
Unamortized discount | (22,005 | ) | (26,356 | ) | |||||
Net carrying amount | $ | 322,995 | $ | 318,644 | |||||
Convertible Senior Notes due 2019: | |||||||||
Principal amount of the liability component | $ | 690,000 | $ | 690,000 | |||||
Unamortized discount | (121,357 | ) | (126,594 | ) | |||||
Net carrying amount | $ | 568,643 | $ | 563,406 | |||||
Total Convertible Senior Notes | |||||||||
Principal amount of the liability component | $ | 1,035,000 | $ | 1,035,000 | |||||
Unamortized discount | (143,362 | ) | (152,950 | ) | |||||
Net carrying amount | $ | 891,638 | $ | 882,050 | |||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 3 Months Ended | ||||||||||||||||||||||||||||
Mar. 31, 2014 | |||||||||||||||||||||||||||||
Equity [Abstract] | ' | ||||||||||||||||||||||||||||
Summary of Activity in Additional Paid-In-Capital | ' | ||||||||||||||||||||||||||||
The following table summarizes the activity in additional paid-in-capital for the three-month periods ended March 31 (in thousands): | |||||||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||||||
Balance at December 31 | $ | 667,428 | $ | 631,364 | |||||||||||||||||||||||||
Issuance of common stock upon exercise of stock options | 2,367 | 756 | |||||||||||||||||||||||||||
Payments related to net settlement of stock-based awards | (5,090 | ) | (1,481 | ) | |||||||||||||||||||||||||
Income tax benefit from non-qualified stock option exercises | 9,925 | 365 | |||||||||||||||||||||||||||
Compensation expense related to restricted stock awards | 7,324 | 5,036 | |||||||||||||||||||||||||||
Balance at March 31 | $ | 681,954 | $ | 636,040 | |||||||||||||||||||||||||
Aggregate Stock Plan Activity | ' | ||||||||||||||||||||||||||||
Aggregate stock plan activity is as follows: | |||||||||||||||||||||||||||||
Total Shares | Stock Options | Restricted Shares | Stock Options and | ||||||||||||||||||||||||||
Available | Restricted Shares | ||||||||||||||||||||||||||||
For Grant | Number | Weighted | Number | Weighted | Number | Weighted | |||||||||||||||||||||||
Average | Subject to | Average | Average | ||||||||||||||||||||||||||
Price | Issuance | Price | Price | ||||||||||||||||||||||||||
Balance at December 31, 2013 | 3,031,539 | 498,493 | $ | 18.23 | 1,472,255 | $ | 46.91 | 1,970,748 | $ | 39.66 | |||||||||||||||||||
Granted | (337,724 | ) | — | 337,724 | $ | 93.48 | 337,724 | $ | 93.48 | ||||||||||||||||||||
Exercised | — | (127,172 | ) | $ | 18.61 | — | — | (127,172 | ) | $ | 18.61 | ||||||||||||||||||
Vested | — | — | — | (319,012 | ) | $ | 37.64 | (319,012 | ) | $ | 37.64 | ||||||||||||||||||
Canceled | 68,334 | — | — | (68,334 | ) | $ | 86.26 | (68,334 | ) | $ | 86.26 | ||||||||||||||||||
Balance at March 31, 2014 | 2,762,149 | 371,321 | $ | 18.1 | 1,422,633 | $ | 58.15 | 1,793,954 | $ | 49.86 | |||||||||||||||||||
Summary of Stock-Based Compensation Expense Incurred | ' | ||||||||||||||||||||||||||||
The following table summarizes stock-based compensation expense incurred (in thousands): | |||||||||||||||||||||||||||||
Three months ended | |||||||||||||||||||||||||||||
March 31, | |||||||||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||||||||
Research and development | $ | 1,647 | $ | 1,144 | |||||||||||||||||||||||||
Selling, general and administrative | 5,677 | 3,892 | |||||||||||||||||||||||||||
Total | $ | 7,324 | $ | 5,036 | |||||||||||||||||||||||||
Net_Income_Loss_per_Share_Tabl
Net Income (Loss) per Share (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Earnings Per Share [Abstract] | ' | ||||||||
Reconciliation of Numerator and Denominator Used to Calculate Diluted Net Income Per Share | ' | ||||||||
The following table reconciles the numerator and denominator used to calculate diluted net income per share (in thousands): | |||||||||
Three months ended | |||||||||
March 31, | |||||||||
2014 | 2013 | ||||||||
Numerator: | |||||||||
Net income (loss) | $ | (43,872 | ) | $ | 22,441 | ||||
Denominator: | |||||||||
Weighted average common shares, basic | 63,321 | 61,145 | |||||||
Dilutive effect of restricted stock | — | 455 | |||||||
Dilutive effect of convertible debt | — | 1,355 | |||||||
Dilutive effect of stock options | — | 465 | |||||||
Weighted average common shares, diluted | 63,321 | 63,420 | |||||||
Segment_Reporting_Tables
Segment Reporting (Tables) | 3 Months Ended | ||||||||
Mar. 31, 2014 | |||||||||
Segment Reporting [Abstract] | ' | ||||||||
Net Product Revenues by Product Category | ' | ||||||||
The following table presents net product revenues by product category (in thousands): | |||||||||
Three months ended | |||||||||
March 31, | |||||||||
2014 | 2013 | ||||||||
Xifaxan | 114,260 | 153,315 | |||||||
Inflammatory Bowel Disease—Apriso/Uceris/Giazo/Colazal | 68,691 | 18,460 | |||||||
Diabetes—Glumetza and Cycloset | 140,371 | — | |||||||
Purgatives—OsmoPrep/MoviPrep | 7,135 | 14,062 | |||||||
Zegerid | 37,595 | — | |||||||
Other— Fenoglide/Anusol/Azasan/Diuril/Pepcid/Proctocort/Relistor/ Deflux/ Solesta/Fulyzaq/Metozolv | 16,322 | 16,764 | |||||||
Net product revenues | $ | 384,374 | $ | 202,601 | |||||
Business_Combination_Additiona
Business Combination - Additional Information (Detail) (USD $) | 3 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | |||||||||
Mar. 31, 2014 | Mar. 31, 2013 | Jan. 02, 2014 | Dec. 31, 2013 | Jan. 02, 2014 | Mar. 31, 2014 | Jan. 02, 2014 | Jan. 02, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2013 | |
Santarus [Member] | Santarus [Member] | Term Loan B Facility [Member] | 6.60% Senior Notes Due 2021 [Member] | Product Rights on CMPs [Member] | Product Rights on CMPs [Member] | In Process Research and Development Products [Member] | In Process Research and Development Products [Member] | Pro Forma [Member] | Pro Forma [Member] | |||||
Santarus [Member] | Santarus [Member] | Minimum [Member] | Maximum [Member] | Minimum [Member] | Maximum [Member] | Product Rights on CMPs [Member] | ||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock, par value | $0.00 | ' | ' | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, par value | $0.00 | ' | ' | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition Purchase Price Per Share | ' | ' | ' | ' | $32 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payment of acquisition | ' | ' | ' | ' | $2,700,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Borrowings on term loan facility | ' | ' | ' | ' | ' | ' | 1,200,000,000 | ' | ' | ' | ' | ' | ' | ' |
Proceed from senior notes | ' | ' | ' | ' | ' | ' | ' | 750,000,000 | ' | ' | ' | ' | ' | ' |
Business acquisition cash payment | ' | ' | 171,259,000 | ' | 848,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate | ' | ' | ' | ' | 6.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maturity date | 2-Jan-20 | ' | ' | ' | ' | ' | ' | 15-Jan-21 | ' | ' | ' | ' | ' | ' |
Acquisition-related contingent consideration | 27,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of inventory acquired | 37,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Inventory acquired | 18,000,000 | ' | 49,498,000 | ' | ' | 19,300,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Intangible assets estimated weighted average useful life | '15 years 8 months 12 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '15 years 8 months 12 days |
Discount rate used to arrive present value | ' | ' | ' | ' | ' | ' | ' | ' | 9.00% | 9.50% | 10.00% | 11.00% | ' | ' |
Deferred tax assets | 147,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred tax liability | 533,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net Revenues | ' | 282,041,000 | ' | ' | ' | 246,800,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Operating Income | ' | -49,076,000 | ' | ' | ' | 65,200,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition transaction cost | 86,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Non-recurring transaction expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 74,900,000 | ' |
Incremental amortization expense | ' | 42,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Incremental interest expense | ' | $26,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Combined federal and state statutory income tax rate | ' | 39.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business_Combination_Fair_Valu
Business Combination - Fair Values of Assets Acquired and Liabilities Assumed at Date of Acquisition (Detail) (USD $) | 0 Months Ended | ||
In Thousands, unless otherwise specified | Jan. 02, 2014 | Mar. 31, 2014 | Dec. 31, 2013 |
Business Combinations [Abstract] | ' | ' | ' |
Total consideration | $2,671,212 | ' | ' |
Cash and cash equivalents | 171,259 | ' | ' |
Restricted cash | 750 | ' | ' |
Investments | 44,867 | ' | ' |
Account receivables, net | 50,634 | ' | ' |
Inventory | 49,498 | 18,000 | ' |
Current deferred tax assets | 147,522 | ' | ' |
Prepaid expenses and other current assets | 8,823 | ' | ' |
Property and equipment, net | 1,064 | ' | ' |
Other assets acquired | 731 | ' | ' |
Accounts payable | -12,097 | ' | ' |
Accrued expenses | -21,497 | ' | ' |
Reserve for product returns, rebates and chargebacks | -40,892 | -307,749 | -246,838 |
Long-term deferred tax liability | -533,065 | ' | ' |
Other long-term liabilities | -7,180 | ' | ' |
Total tangible assets acquired and liabilities assumed | -139,583 | ' | ' |
Currently marketed products (CMPs) | 1,554,000 | ' | ' |
In-process research & development products (IPR&D) | 83,000 | ' | ' |
Contractual agreements | 44,000 | ' | ' |
Total intangible assets acquired | 1,681,000 | ' | ' |
Total tangible and intangible assets acquired and liabilities assumed | 1,541,417 | ' | ' |
Goodwill | $1,129,795 | $1,310,704 | $180,909 |
Business_Combination_Unaudited
Business Combination - Unaudited ProForma Financial Information (Detail) (USD $) | 3 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2013 |
Business Combinations [Abstract] | ' |
Revenue | $282,041 |
Net loss | ($49,076) |
Basic loss per share | ($0.80) |
Diluted loss per share | ($0.80) |
Business_Combination_Fair_Valu1
Business Combination - Fair Value Adjustment for Purchase Accounting for Merger (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Weighted Average Useful Life (years) | '15 years 8 months 12 days | ' |
Amortization Expense | $54,895 | $11,167 |
Pro Forma [Member] | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Amortization Expense | ' | 43,754 |
Pro Forma [Member] | In Process Research and Development Products [Member] | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Estimated Fair Value As of Acquisition Date | ' | 83,000 |
Amortization Expense | ' | ' |
Pro Forma [Member] | Product Rights on CMPs [Member] | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Weighted Average Useful Life (years) | ' | '15 years 8 months 12 days |
Estimated Fair Value As of Acquisition Date | ' | 1,554,000 |
Amortization Expense | ' | 42,654 |
Pro Forma [Member] | Licensing Agreements [Member] | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Weighted Average Useful Life (years) | ' | '10 years |
Estimated Fair Value As of Acquisition Date | ' | 44,000 |
Amortization Expense | ' | 1,100 |
Historical Amortization Expense [Member] | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Amortization Expense | ' | -1,501 |
Adjustments [Member] | ' | ' |
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' |
Amortization Expense | ' | $42,253 |
Business_Combination_Schedule_
Business Combination - Schedule of Notes and Borrowings Under Term Loan Facility (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Business Acquisition [Line Items] | ' | ' |
Interest on Term Loan B Facility of $1.2 billion and $750 million of 2021 Notes at an assumed weighted average cash interest rate of approximately 5.02% | $42,460 | $15,330 |
Pro Forma [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Interest on Term Loan B Facility of $1.2 billion and $750 million of 2021 Notes at an assumed weighted average cash interest rate of approximately 5.02% | ' | 23,859 |
Commitment fees on senior revolving credit facility | ' | 185 |
Amortization of debt issue costs and original issue discount | ' | 2,428 |
Total adjustment | ' | $26,472 |
Business_Combination_Schedule_1
Business Combination - Schedule of Notes and Borrowings Under Term Loan Facility (Parenthetical) (Detail) (Pro Forma [Member], USD $) | Mar. 31, 2013 |
Business Acquisition [Line Items] | ' |
Debt, weighted average interest rate | 5.02% |
Term Loan B Facility [Member] | ' |
Business Acquisition [Line Items] | ' |
Debt instrument, face amount | 1,200,000,000 |
Senior Notes [Member] | ' |
Business Acquisition [Line Items] | ' |
Debt instrument, face amount | 750,000,000 |
Revenue_Recognition_Additional
Revenue Recognition - Additional Information (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 |
In Millions, unless otherwise specified | Rebates, Chargebacks and Discounts [Member] | Rebates, Chargebacks and Discounts [Member] | Product Returns [Member] | Product Returns [Member] | ||
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | ' | ' | ' | ' | ' | ' |
Allowances for estimated rebates, chargebacks and promotional programs | $222.70 | $186.40 | ' | ' | ' | ' |
Allowances for product returns | $85 | $60.40 | ' | ' | ' | ' |
Provision for revenue-reducing items, as percentage of gross product revenue | ' | ' | 16.90% | 15.30% | 5.40% | 2.20% |
Commitments_Additional_Informa
Commitments - Additional Information (Detail) (USD $) | 3 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | 12 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | |||||||||||||||||||||||||
Mar. 31, 2014 | Aug. 31, 2012 | Mar. 31, 2014 | Aug. 31, 2012 | Aug. 31, 2012 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2008 | Sep. 30, 2009 | Mar. 31, 2014 | Mar. 31, 2011 | Mar. 31, 2011 | Dec. 31, 2008 | Dec. 31, 2008 | Mar. 31, 2014 | Dec. 31, 2008 | Dec. 31, 2008 | Mar. 31, 2014 | Dec. 31, 2005 | Oct. 31, 2010 | Mar. 31, 2014 | Dec. 31, 2012 | Oct. 31, 2010 | Oct. 31, 2010 | Feb. 28, 2011 | Mar. 31, 2014 | Feb. 28, 2011 | Feb. 28, 2011 | Dec. 31, 2011 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Jan. 31, 2001 | Mar. 31, 2014 | Dec. 31, 2008 | Nov. 30, 2013 | Jul. 31, 2013 | Sep. 30, 2010 | Nov. 30, 2012 | Jul. 31, 2013 | Jul. 31, 2013 | Jul. 31, 2013 | Sep. 30, 2010 | Sep. 30, 2010 | Feb. 28, 2014 | Mar. 31, 2014 | Feb. 28, 2014 | Feb. 28, 2014 | |
Alfa Wassermann EIR [Member] | Alfa Wassermann EIR [Member] | Alfa Wassermann EIR [Member] | Alfa Wassermann EIR [Member] | Dr. Falk Pharma GmbH [Member] | Dr. Falk Pharma GmbH [Member] | Dr. Falk Pharma GmbH [Member] | Lupin Ltd. [Member] | Lupin Ltd. [Member] | Lupin Ltd. [Member] | Lupin Ltd. [Member] | Napo Pharmaceuticals, Inc. [Member] | Napo Pharmaceuticals, Inc. [Member] | Napo Pharmaceuticals, Inc. [Member] | Napo Pharmaceuticals, Inc. [Member] | Napo Pharmaceuticals, Inc. [Member] | Norgine B.V. [Member] | Norgine B.V. [Member] | Photocure [Member] | Photocure [Member] | Photocure [Member] | Photocure [Member] | Photocure [Member] | Progenics Pharmaceuticals, Inc. [Member] | Progenics Pharmaceuticals, Inc. [Member] | Progenics Pharmaceuticals, Inc. [Member] | Progenics Pharmaceuticals, Inc. [Member] | Q-Med [Member] | Q-Med [Member] | Q-Med [Member] | University Of Missouri [Member] | University Of Missouri [Member] | University Of Missouri [Member] | Cosmo Technologies Limited [Member] | Cosmo Technologies Limited [Member] | Pharming Group NV [Member] | Pharming Group NV [Member] | Pharming Group NV [Member] | Pharming Group NV [Member] | Pharming Group NV [Member] | Pharming Group NV [Member] | Biogen Idec Inc [Member] | Biogen Idec Inc [Member] | Red Hill Biopharma Ltd [Member] | Red Hill Biopharma Ltd [Member] | Red Hill Biopharma Ltd [Member] | Red Hill Biopharma Ltd [Member] | ||
Receipt of Marketing Authorization [Member] | Maximum [Member] | Budesonide Rectal Foam [Member] | Maximum [Member] | Amended and Restated Development, Commercialization and License Agreement [Member] | Maximum [Member] | HIV-Associated Diarrhea [Member] | HIV-Associated Diarrhea [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | Right | Commercialization Milestone [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | Successful Achievement Of Phase Three Clinical Study [Member] | FDA Acceptance For Review Of Biologics License Application [Member] | Commercial Milestone Payments [Member] | Maximum [Member] | San 300 [Member] | Other products [Member] | Maximum [Member] | Maximum [Member] | ||||||||||||||||||||
Net Sales of Rifaximin Products [Member] | Amended and Restated Development, Commercialization and License Agreement [Member] | Napo Contingent on Regulatory Approvals [Member] | Sales Thresholds [Member] | Sales Thresholds [Member] | Photocure Contingent on Development and Regulatory Milestones [Member] | Development Milestone [Member] | Commercialization Milestone [Member] | Commercialization Milestone [Member] | Development Milestone [Member] | Commercialization Milestone [Member] | ||||||||||||||||||||||||||||||||||||||
Long-term Purchase Commitment [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase order commitments for inventory purchases | $222,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase order commitments for inventory purchases, years of binding | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
License fee payments | ' | 10,000,000 | 0 | ' | ' | 2,000,000 | ' | ' | ' | 10,000,000 | ' | ' | 5,000,000 | 12,000,000 | ' | ' | ' | 27,000,000 | ' | 4,000,000 | 0 | ' | ' | ' | 60,000,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,000,000 | ' | ' | ' | ' | ' | 105,500,000 | ' | 11,500,000 | ' | ' | ' |
Milestone payments | ' | ' | ' | 25,000,000 | 200,000,000 | ' | ' | 9,500,000 | 5,000,000 | ' | 10,000,000 | 53,000,000 | ' | ' | ' | 50,000,000 | 250,000,000 | ' | ' | ' | ' | ' | 50,000,000 | 72,000,000 | ' | ' | 90,000,000 | 200,000,000 | ' | 0 | 45,000,000 | ' | 83,800,000 | ' | ' | 22,500,000 | ' | 15,000,000 | 10,000,000 | 5,000,000 | 25,000,000 | 45,000,000 | 97,200,000 | 60,250,000 | ' | 0 | 12,500,000 | 15,000,000 |
Patent expiration dates | ' | ' | ' | ' | ' | ' | '2015 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
License agreement expiry date | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30-Sep-19 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Development costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum milestone payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 37,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Milestone payments potential reimbursement receivable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Milestone payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of license agreements acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Licensing and milestone payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,500,000 | ' | ' | 9,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional milestone payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Milestone payments based on net product sales | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 250,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Assumed cumulative net sales | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $5,000,000,000 | ' | ' | ' | ' | ' |
Financial_Instruments_Recurrin1
Financial Instruments, Recurring and Nonrecurring Fair Value Measurements - Additional Information (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Acquisition-related contingent consideration | $118,339 | $87,300 |
Oceana and Progenics Acquisitions [Member] | Fair Value, Inputs, Level 3 [Member] | ' | ' |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ' | ' |
Acquisition-related contingent consideration | $118,300 | $87,300 |
Cash_and_Cash_Equivalents_Addi
Cash and Cash Equivalents - Additional Information (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2013 |
Cash and Cash Equivalents [Line Items] | ' | ' |
Restricted cash | ' | $750,000 |
Convertible notes maturity date | 2-Jan-20 | ' |
2021 Notes [Member] | ' | ' |
Cash and Cash Equivalents [Line Items] | ' | ' |
Convertible notes issuance date | 27-Dec-13 | ' |
Convertible notes maturity date | 15-Jan-21 | ' |
2021 Notes [Member] | Santarus [Member] | ' | ' |
Cash and Cash Equivalents [Line Items] | ' | ' |
Convertible notes maturity date | 2-Jan-14 | ' |
Inventory_Additional_Informati
Inventory - Additional Information (Detail) (USD $) | Mar. 31, 2014 | Jan. 02, 2014 | Dec. 31, 2013 |
Inventory [Line Items] | ' | ' | ' |
Inventory, raw materials | $74,900,000 | ' | $57,900,000 |
Inventory, work-in-process | 13,200,000 | ' | 15,800,000 |
Inventory, finished goods | 59,000,000 | ' | 30,700,000 |
Inventory acquired in the acquisition of santarus | 18,000,000 | 49,498,000 | ' |
Santarus [Member] | ' | ' | ' |
Inventory [Line Items] | ' | ' | ' |
Inventory acquired in the acquisition of santarus | $19,300,000 | ' | ' |
Intangible_Assets_and_Goodwill2
Intangible Assets and Goodwill - Components of All Specifically Identifiable Intangible Assets (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Dec. 31, 2013 | Jan. 02, 2014 |
Goodwill And Intangible Assets Disclosure [Abstract] | ' | ' | ' |
Goodwill, Gross amount | $1,310,704 | $180,905 | ' |
Finite lived intangible assets, Gross amount | 2,088,367 | 490,367 | ' |
Indefinite lived intangible assets, Gross amount | 138,600 | 55,600 | ' |
Total, Gross amount | 3,537,671 | 726,872 | ' |
Finite lived intangible assets, Accumulated amortization | 204,437 | 149,322 | ' |
Total, Accumulated amortization | 204,437 | 149,322 | ' |
Goodwill, Foreign exchange translation | ' | 4 | ' |
Finite lived intangible assets, Foreign exchange translation | 1,071 | 865 | ' |
Indefinite lived intangible assets, Foreign exchange translation | ' | ' | ' |
Total, Foreign exchange translation | 1,071 | 869 | ' |
Goodwill, Net carrying value | 1,310,704 | 180,909 | 1,129,795 |
Finite lived intangible assets, Net carrying value | 1,885,001 | 341,910 | ' |
Indefinite lived intangible assets, Net carrying value | 138,600 | 55,600 | ' |
Total, Net carrying value | $3,334,305 | $578,419 | ' |
Intangible_Assets_and_Goodwill3
Intangible Assets and Goodwill - Additional Information (Detail) (USD $) | 3 Months Ended | 12 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 1 Months Ended | 0 Months Ended | ||||||||||||||||
Mar. 31, 2014 | Mar. 31, 2013 | Sep. 30, 2012 | Dec. 31, 2013 | Jan. 02, 2014 | Feb. 28, 2011 | Sep. 30, 2012 | Mar. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2011 | Feb. 28, 2011 | Feb. 28, 2011 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2011 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Aug. 31, 2012 | Aug. 31, 2012 | Aug. 31, 2012 | Mar. 31, 2014 | Dec. 31, 2013 | Jan. 02, 2014 | |
Progenics Pharmaceuticals, Inc. [Member] | Progenics Pharmaceuticals, Inc. [Member] | Progenics Pharmaceuticals, Inc. [Member] | Progenics Pharmaceuticals, Inc. [Member] | Progenics Pharmaceuticals, Inc. [Member] | Progenics Pharmaceuticals, Inc. [Member] | Progenics Pharmaceuticals, Inc. [Member] | Oceana Therapeutics, Inc. [Member] | Oceana Therapeutics, Inc. [Member] | Oceana Therapeutics, Inc. [Member] | Oceana Therapeutics, Inc. [Member] | Oceana Therapeutics, Inc. [Member] | Oceana Therapeutics, Inc. [Member] | Oceana Therapeutics, Inc. [Member] | Alfa Wassermann EIR [Member] | Alfa Wassermann EIR [Member] | Alfa Wassermann EIR [Member] | Pharmaceutical Companies [Member] | Pharmaceutical Companies [Member] | Santarus [Member] | ||||||
Commercialization Milestone [Member] | Development Milestone [Member] | Maximum [Member] | Deflux Intangible [Member] | Deflux Intangible [Member] | Solesta Intangible [Member] | Solesta Intangible [Member] | Receipt of Marketing Authorization [Member] | Net Sales of Rifaximin Products [Member] | |||||||||||||||||
Maximum [Member] | |||||||||||||||||||||||||
Goodwill And Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquired intangible assets amortization period, in years | '13 years | ' | ' | '8 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Goodwill acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $95,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,129,795,000 |
Finite lived intangible assets acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 159,800,000 |
Infinite lived intangible assets acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 83,000,000 |
Amortization Expense | 54,895,000 | 11,167,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of sublicensees revenue payable | ' | ' | ' | ' | ' | 60.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Milestone payments to acquire intangible assets | ' | ' | ' | ' | ' | 60,000,000 | ' | ' | ' | ' | 200,000,000 | 90,000,000 | ' | ' | 45,000,000 | ' | ' | ' | ' | 10,000,000 | ' | ' | ' | ' | ' |
Net assets acquired | ' | ' | ' | ' | 21,497,000 | 113,000,000 | ' | ' | ' | ' | ' | ' | 342,800,000 | 342,800,000 | ' | ' | ' | ' | ' | 23,400,000 | ' | ' | ' | ' | ' |
Acquisition-related contingent consideration | 118,339,000 | ' | ' | 87,300,000 | ' | 53,000,000 | ' | ' | ' | 27,000,000 | ' | ' | 39,700,000 | 39,700,000 | ' | ' | ' | ' | ' | 13,400,000 | ' | ' | ' | ' | ' |
Accumulated amortization of intangible assets | 204,437,000 | ' | ' | 149,322,000 | ' | ' | ' | 7,800,000 | 7,200,000 | ' | ' | ' | ' | ' | ' | 9,900,000 | 9,300,000 | 65,400,000 | 58,100,000 | ' | ' | ' | 76,300,000 | 74,400,000 | ' |
Intangible asset impairment charge | ' | ' | 41,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Decrease in contingent consideration | ' | ' | ' | ' | ' | ' | 33,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition purchase price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 303,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,700,000,000 |
Milestone payments for purchase commitment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25,000,000 | 200,000,000 | ' | ' | ' |
Intangible assets recorded | 2,088,367,000 | ' | ' | 490,367,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 147,200,000 | ' | ' |
Carrying value of intangible assets | $1,885,001,000 | ' | ' | $341,910,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $36,300,000 | $38,200,000 | ' |
Notes_Additional_Information_D
Notes - Additional Information (Detail) (USD $) | 3 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | 3 Months Ended | 0 Months Ended | 3 Months Ended | |||||||||||||||||||||
Mar. 31, 2014 | Mar. 31, 2013 | Jan. 02, 2014 | Aug. 22, 2008 | Mar. 31, 2012 | Mar. 31, 2014 | Dec. 31, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Jun. 03, 2010 | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 16, 2012 | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 27, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | |
Santarus [Member] | Convertible Senior Notes Due 2028 [Member] | Convertible Senior Notes Due 2028 [Member] | Convertible Senior Notes Due 2028 [Member] | Convertible Senior Notes Due 2028 [Member] | Convertible Senior Notes Due 2028 [Member] | Convertible Senior Notes Due 2028 [Member] | Convertible Senior Notes Due 2028 [Member] | Convertible Senior Notes Due 2015 [Member] | Convertible Senior Notes Due 2015 [Member] | Convertible Senior Notes Due 2015 [Member] | Convertible Senior Notes Due 2015 [Member] | Convertible Senior Notes Due 2015 [Member] | Convertible Senior Notes Due 2015 [Member] | Convertible Senior Notes Due 2015 [Member] | Convertible Senior Notes Due 2015 [Member] | Convertible Senior Notes Due 2019 [Member] | Convertible Senior Notes Due 2019 [Member] | Convertible Senior Notes Due 2019 [Member] | Convertible Senior Notes Due 2019 [Member] | Convertible Senior Notes Due 2019 [Member] | Convertible Senior Notes Due 2019 [Member] | Convertible Senior Notes Due 2019 [Member] | Convertible Senior Notes Due 2019 [Member] | Convertible Senior Notes Due 2019 [Member] | 2021 Notes [Member] | 2021 Notes [Member] | 2021 Notes [Member] | 2021 Notes [Member] | 2021 Notes [Member] | 2021 Notes [Member] | 2021 Notes [Member] | |||
Convertible Senior Notes [Member] | Convertible Senior Notes [Member] | Convertible Senior Notes [Member] | Maximum [Member] | Condition One [Member] | Convertible Senior Notes [Member] | Convertible Senior Notes [Member] | Privately Negotiated Warrant Transactions [Member] | Maximum [Member] | Condition One [Member] | 12 month periods beginning on January 15, 2017 [Member] | 12 month periods beginning on January 15, 2018 [Member] | 12 month periods beginning on January 15, 2019 [Member] | 12 month periods beginning on January 15, 2020 [Member] | Prior to January 15, 2017 [Member] | ||||||||||||||||||||
Debt Conversion [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible Senior Notes, par value | ' | ' | ' | $60,000,000 | ' | $12,500,000 | ' | ' | ' | ' | $345,000,000 | $345,000,000 | ' | $345,000,000 | ' | ' | ' | ' | $690,000,000 | $690,000,000 | ' | $690,000,000 | ' | ' | ' | ' | ' | $750,000,000 | ' | ' | ' | ' | ' | ' |
Net proceeds from offering | ' | ' | ' | 57,300,000 | ' | ' | ' | ' | ' | ' | 334,200,000 | ' | ' | ' | ' | ' | ' | ' | 668,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | 723,000,000 | ' | ' | ' | ' | ' | ' |
Convertible notes issuance date | ' | ' | ' | 22-Aug-08 | ' | ' | ' | ' | ' | ' | ' | 3-Jun-10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 27-Dec-13 | ' | ' | ' | ' | ' |
Convertible senior notes, interest rate percentage | ' | ' | ' | ' | ' | 5.50% | ' | ' | ' | ' | ' | 2.75% | ' | ' | ' | ' | ' | ' | ' | 1.50% | ' | ' | ' | ' | ' | ' | ' | ' | 6.00% | ' | ' | ' | ' | ' |
Convertible senior notes, frequency of periodic payment | ' | ' | ' | ' | ' | 'Payable semiannually in arrears on February 15 and August 15 of each year | ' | ' | ' | ' | ' | 'Payable semiannually in arrears on May 15 and November 15 of each year | ' | ' | ' | ' | ' | ' | ' | 'Payable semiannually in arrears on March 15 and September 15 of each year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible notes maturity date | 2-Jan-20 | ' | ' | ' | ' | 15-Aug-28 | ' | ' | ' | ' | ' | 15-May-15 | ' | ' | ' | ' | ' | ' | ' | 15-Mar-19 | ' | ' | ' | ' | ' | ' | ' | ' | 15-Jan-21 | ' | ' | ' | ' | ' |
Percentage of notes purchased | ' | ' | ' | ' | 42.10% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible senior notes aggregate purchase price | ' | ' | ' | ' | 137,200,000 | ' | 22,300,000 | 137,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss on extinguishment of debt | ' | ' | ' | ' | ' | ' | 1,200,000 | 14,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated fair market value of put option granted to majority holder | ' | ' | ' | ' | ' | ' | ' | 9,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated fair market value of notes extinguished over their book value | ' | ' | ' | ' | ' | ' | 1,100,000 | 2,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest paid to note holder | ' | ' | ' | ' | ' | ' | 100,000 | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance of common stock upon conversion of 2028 Notes | ' | ' | ' | ' | ' | 1,200,000 | 1,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt issuance costs | 65,682,000 | ' | ' | ' | ' | 2,700,000 | ' | ' | ' | ' | ' | 10,800,000 | ' | ' | ' | ' | ' | ' | ' | 21,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Effective interest rate on convertible note | ' | ' | ' | ' | ' | 12.50% | ' | ' | ' | 12.60% | ' | 8.35% | ' | ' | 8.35% | 8.35% | ' | ' | ' | 5.50% | ' | ' | 5.50% | 5.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Initial fair value of liability component due to convertible debt | ' | ' | ' | ' | ' | 44,100,000 | ' | ' | ' | ' | ' | 265,600,000 | ' | ' | ' | ' | ' | ' | ' | 529,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from convertible senior notes in excess of initial liability component | ' | ' | ' | ' | ' | 15,900,000 | ' | ' | ' | ' | ' | 79,400,000 | ' | ' | ' | ' | ' | ' | ' | 160,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible notes equity component carrying value | ' | ' | ' | ' | ' | ' | ' | ' | 6,600,000 | ' | ' | 79,400,000 | ' | 79,400,000 | ' | ' | ' | ' | ' | 160,700,000 | ' | 160,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total interest cost recognized during the period | ' | ' | ' | ' | ' | ' | ' | ' | 1,100,000 | ' | ' | 7,100,000 | 6,800,000 | ' | ' | ' | ' | ' | ' | 8,400,000 | 8,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of debt discount | 9,588,000 | 9,179,000 | ' | ' | ' | ' | ' | ' | 600,000 | ' | ' | 4,400,000 | 4,000,000 | ' | ' | ' | ' | ' | ' | 5,200,000 | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes convertible into shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,439,000 | ' | ' | ' | ' | ' | ' | ' | 10,484,000 | ' | ' | ' | ' | 10,484,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion rate of shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 21.5592 | ' | ' | ' | ' | ' | ' | ' | 15.1947 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion rate of principal amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000 | ' | ' | ' | ' | ' | ' | ' | 1,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Price per share for conversion of debt | ' | ' | ' | ' | ' | $9.25 | ' | ' | ' | ' | ' | $46.38 | ' | ' | ' | ' | ' | ' | ' | $65.81 | ' | ' | ' | ' | $85.31 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of trading days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '20 days | ' | ' | ' | ' | ' | ' | ' | '20 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of conversion price equal to or more than the last trading day | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 130.00% | ' | ' | ' | ' | ' | ' | ' | 130.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt conversion basis amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000 | ' | ' | ' | ' | ' | ' | ' | 1,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of consecutive trading days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '30 days | ' | ' | ' | ' | ' | ' | ' | ' | '30 days | ' | ' | ' | ' | ' | ' | ' |
Percentage of product of last reported sale price and conversion rate less than trading day period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 98.00% | ' | ' | ' | ' | ' | ' | ' | ' | 98.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Costs related equity component charged to additional paid-in capital | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,500,000 | ' | ' | ' | ' | ' | ' | ' | 5,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Costs related to debt component, amortized and recorded as additional interest expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,300,000 | ' | ' | ' | ' | ' | ' | ' | 16,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Converted note capped call transactions cap price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $62.44 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Capped calls expenses, charged to additional paid-in capital | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 44,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of convertible debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 764,200,000 | ' | ' | ' | ' | ' | ' | ' | 1,168,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | 800,300,000 | ' | ' | ' | ' | ' |
Payments made for convertible bond hedge transactions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 167,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount received for warrants and credited to additional paid-in capital | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $99,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Issuance price percentage on fair value of notes | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' |
Purchase price per share | ' | ' | $32 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument redemption terms | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'At any time prior to January 15, 2017, the Company may, at its option, redeem some or all of the 2021 Notes at a redemption price of 100% of the principal amount thereof, plus a make-whole premium set forth in the indenture and accrued and unpaid interest, if any, to the redemption date. | ' | ' | ' | ' | ' |
Convertible senior notes, earliest redemption date that the company may redeem in whole or in part for Cash | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15-Jan-17 | ' | ' | ' | ' | ' |
Percentage of redemption price on principal amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 104.50% | 103.00% | 101.50% | 100.00% | 106.00% |
Notes covenants description | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'The indenture contains covenants that restrict the ability of the Company and certain of its subsidiaries to, among other things: (i) borrow money or issue preferred stock; (ii) pay dividends or make other payments or distributions on equity or purchase, redeem or otherwise acquire equity; (iii) make principal payments on, or purchase or redeem subordinated indebtedness prior to any scheduled principal payment or maturity; (iv) make certain investments; (v) create liens on their assets; (vi) sell their assets; (vii) enter into certain transactions with affiliates; (viii) engage in unrelated businesses and (ix) consolidate, merge or sell substantially all of the Companybs assets. | ' | ' | ' | ' | ' |
Notes_Summary_of_Information_o
Notes - Summary of Information on Convertible Debt (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Jun. 03, 2010 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 16, 2012 | Mar. 31, 2014 | Dec. 31, 2013 |
Convertible Senior Notes Due 2015 [Member] | Convertible Senior Notes Due 2015 [Member] | Convertible Senior Notes Due 2015 [Member] | Convertible Senior Notes Due 2019 [Member] | Convertible Senior Notes Due 2019 [Member] | Convertible Senior Notes Due 2019 [Member] | Convertible Senior Notes [Member] | Convertible Senior Notes [Member] | |
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Principal amount of the liability component | $345,000,000 | $345,000,000 | $345,000,000 | $690,000,000 | $690,000,000 | $690,000,000 | $1,035,000,000 | $1,035,000,000 |
Unamortized discount | -22,005,000 | -26,356,000 | ' | -121,357,000 | -126,594,000 | ' | -143,362,000 | -152,950,000 |
Net carrying amount | $322,995,000 | $318,644,000 | ' | $568,643,000 | $563,406,000 | ' | $891,638,000 | $882,050,000 |
Credit_Agreement_Additional_In
Credit Agreement - Additional Information (Detail) (USD $) | 3 Months Ended | 0 Months Ended | |||
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Jan. 02, 2014 | Jan. 02, 2014 |
Term Loan B Facility [Member] | Revolving credit facility [Member] | Jefferies Finance Llc [Member] | Jefferies Finance Llc [Member] | ||
Term Loan B Facility [Member] | Revolving credit facility [Member] | ||||
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' |
Senior secured revolving credit facility | ' | ' | ' | $1,200 | $150 |
Credit facility, length of credit agreement in years | ' | ' | ' | ' | '5 years |
Percentage of amortization equal to principal amount | ' | 1.25% | ' | ' | ' |
Senior Term Loan Facility, Maturity Date | 2-Jan-20 | ' | ' | ' | ' |
Description of variable rate basis | '(i) Adjusted LIBOR (as defined by the Credit Agreement), with a floor of 1.00%, plus a margin of 3.25% or (ii) the highest of (A) the Wall Street Journalbs published bU.S. Prime Lending Rate,b (B) the Federal Funds Effective Rate (as defined by the Credit Agreement) in effect on such day plus 0.50%, (C) one-month Adjusted LIBOR plus 1.00% per annum and (D) 2.00%, in each case plus a margin of 2.25%. If the ratio of the Companybs consolidated total debt to consolidated EBITDA, or the Total Leverage Ratio, is less than 3.75 to 1.00 | ' | ' | ' | ' |
Percentage of debt instrument, reduction rate | 0.25% | 25.00% | 25.00% | ' | ' |
Percentage of proceeds from asset sales | 100.00% | ' | ' | ' | ' |
Percentage of proceeds from debt financings | 100.00% | ' | ' | ' | ' |
Percentage of excess cash flow | 50.00% | ' | ' | ' | ' |
Term loan facility, description | 'The percentage of Excess Cash Flow that must be used to prepay the Term Loan B Facility decreases to 25% if the Total Leverage Ratio is less than 350 to 100 and to zero if the Total Leverage Ratio is less than 250 to 100 | ' | ' | ' | ' |
Research_and_Development_Addit
Research and Development - Additional Information (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Research And Development [Abstract] | ' | ' |
Net liability related to on-going research and development activities | $18.20 | $13.50 |
Stockholders_Equity_Summary_of
Stockholders' Equity - Summary of Activity in Additional Paid-In-Capital (Detail) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 |
In Thousands, unless otherwise specified | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member] | ||
Activity In Additional Paid-In-Capital [Line Items] | ' | ' | ' | ' |
Beginning balance | $711,508 | $740,866 | $667,428 | $631,364 |
Issuance of common stock upon exercise of stock options | ' | ' | 2,367 | 756 |
Payments related to net settlement of stock-based awards | ' | ' | -5,090 | -1,481 |
Income tax benefit from non-qualified stock option exercises | ' | ' | 9,925 | 365 |
Compensation expense related to restricted stock awards | ' | ' | 7,324 | 5,036 |
Ending balance | $711,508 | $740,866 | $681,954 | $636,040 |
Stockholders_Equity_Additional
Stockholders' Equity - Additional Information (Detail) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Allocated stock-based compensation expense | $7,324,000 | $5,036,000 |
Restricted Shares [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Percent of forfeiture rate for estimation of restricted shares | 9.50% | ' |
Allocated stock-based compensation expense | 7,300,000 | 5,000,000 |
Unrecognized share-based compensation cost | 62,200,000 | ' |
Weighted-average period over which unrecognized share-based compensation will be recognized "in years" | '3 years | ' |
Restricted Shares [Member] | Employees and Executives [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Percentage of restrictions lapse over four years | 25.00% | ' |
Percentage of restrictions lapse over three years | 33.00% | ' |
Restricted Shares [Member] | Board Members [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Percentage of restrictions lapse after one year | 100.00% | ' |
Stock Options [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Allocated stock-based compensation expense | 0 | 0 |
Unrecognized share-based compensation cost | 0 | ' |
Issuance of common stock upon exercise of stock options (in shares) | 127,172 | 100,000 |
Market value of outstanding stock | 12,100,000 | 2,600,000 |
Total intrinsic value of options exercised | 9,700,000 | 1,600,000 |
Cash received from stock options exercised | $2,400,000 | $800,000 |
Stockholders_Equity_Aggregate_
Stockholders' Equity - Aggregate Stock Plan Activity (Detail) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Total Shares Available For Grant, Beginning Balance | 3,031,539 | ' |
Total Shares Available For Grant, Granted | -337,724 | ' |
Total Shares Available For Grant, Exercised | ' | ' |
Total Shares Available For Grant, Vested | ' | ' |
Total Shares Available For Grant, Canceled | 68,334 | ' |
Total Shares Available For Grant, Ending Balance | 2,762,149 | ' |
Restricted Shares, Weighted Average Price, Beginning Balance | $46.91 | ' |
Restricted Shares, Weighted Average Price, Granted | $93.48 | ' |
Restricted Shares, Weighted Average Price, Exercised | ' | ' |
Restricted Shares, Weighted Average Price, Vested | $37.64 | ' |
Restricted Shares, Weighted Average Price, Canceled | $86.26 | ' |
Restricted Shares, Weighted Average Price, Ending Balance | $58.15 | ' |
Stock Options [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Stock Options, Number, Beginning Balance | 498,493 | ' |
Stock Options, Number, Granted | ' | ' |
Stock Options, Number, Exercised | -127,172 | -100,000 |
Stock Options, Number, Vested | ' | ' |
Stock Options, Number, Canceled | ' | ' |
Stock Options, Number, Ending Balance | 371,321 | ' |
Stock Options, Weighted Average Price, Beginning Balance | $18.23 | ' |
Stock Options, Weighted Average Price, Granted | ' | ' |
Stock Options, Weighted Average Price, Exercised | $18.61 | ' |
Stock Options, Weighted Average Price, Vested | ' | ' |
Stock Options, Weighted Average Price, Canceled | ' | ' |
Stock Options, Weighted Average Price, Ending Balance | $18.10 | ' |
Restricted Shares [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Restricted Shares, Number Subject to Issuance, Beginning Balance | 1,472,255 | ' |
Restricted Shares, Number Subject to Issuance, Granted | 337,724 | ' |
Restricted Shares, Number Subject to Issuance, Exercised | ' | ' |
Restricted Shares, Number Subject to Issuance, Vested | -319,012 | ' |
Restricted Shares, Number Subject to Issuance, Canceled | -68,334 | ' |
Restricted Shares, Number Subject to Issuance, Ending Balance | 1,422,633 | ' |
Stock Options and Restricted Shares [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Stock Options and Restricted Shares, Number, Beginning Balance | 1,970,748 | ' |
Stock Options and Restricted Shares, Number, Granted | 337,724 | ' |
Stock Options and Restricted Shares, Number, Exercised | -127,172 | ' |
Stock Options and Restricted Shares, Number, Vested | -319,012 | ' |
Stock Options and Restricted Shares, Number, Canceled | -68,334 | ' |
Stock Options and Restricted Shares, Number, Ending Balance | 1,793,954 | ' |
Stock Options and Restricted Shares, Weighted Average Price, Beginning Balance | $39.66 | ' |
Stock Options and Restricted Shares, Weighted Average Price, Granted | $93.48 | ' |
Stock Options and Restricted Shares, Weighted Average Price, Exercised | $18.61 | ' |
Stock Options and Restricted Shares, Weighted Average Price, Vested | $37.64 | ' |
Stock Options and Restricted Shares, Weighted Average Price, Canceled | $86.26 | ' |
Stock Options and Restricted Shares, Weighted Average Price, Ending Balance | $49.86 | ' |
Stockholders_Equity_Summary_of1
Stockholders' Equity - Summary of Stock-Based Compensation Expense Incurred (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' |
Stock-based compensation expenses | $7,324 | $5,036 |
Research and Development Expense [Member] | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' |
Stock-based compensation expenses | 1,647 | 1,144 |
Selling, General and Administrative Expenses [Member] | ' | ' |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' |
Stock-based compensation expenses | $5,677 | $3,892 |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 3 Months Ended | |
In Millions, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Income Tax [Line Items] | ' | ' |
Unrecognized tax benefits | $10 | ' |
Unrecognized tax benefits that would decrease the effective tax rate | 10 | ' |
Unrecognized tax benefits penalties | 0 | ' |
Effective tax rate | 45.30% | 33.90% |
Statutory rate | 35.00% | ' |
Maximum [Member] | ' | ' |
Income Tax [Line Items] | ' | ' |
Unrecognized tax benefits interest expense | 0.7 | ' |
Minimum [Member] | ' | ' |
Income Tax [Line Items] | ' | ' |
Unrecognized tax benefits interest expense | $0.30 | ' |
Net_Income_Per_Share_Additiona
Net Income Per Share - Additional Information (Detail) (USD $) | 3 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 3 Months Ended | |||||||
Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2013 | Mar. 31, 2014 | Mar. 31, 2013 | Mar. 31, 2014 | |
2015 and 2019 Notes [Member] | Restricted Stock And Stock Options [Member] | Convertible Senior Notes Due 2028 [Member] | Convertible Senior Notes Due 2028 [Member] | Convertible Senior Notes Due 2028 [Member] | Convertible Senior Notes Due 2028 [Member] | Convertible Senior Notes Due 2015 [Member] | Convertible Senior Notes Due 2015 [Member] | Convertible Senior Notes Due 2019 [Member] | Convertible Senior Notes Due 2019 [Member] | |||
Repurchase of debt [Member] | Repurchase of debt [Member] | |||||||||||
Earnings Per Share [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion price, per share | ' | ' | ' | ' | ' | $9.25 | ' | ' | ' | $46.38 | ' | $65.81 |
Shares included in diluted share calculation | ' | ' | ' | ' | 6,486,000 | ' | 2,730,000 | 2,405,000 | 7,439,000 | ' | ' | ' |
Shares diluted due to conversion of notes, restricted stock or stock options | 14,690 | 23,205 | 9,562,499 | 1,010,364 | ' | ' | ' | ' | ' | ' | 10,484,000 | ' |
Net_Income_Per_Share_Reconcili
Net Income Per Share - Reconciliation of Numerator and Denominator Used to Calculate Diluted Net Income Per Share (Detail) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Net income (loss) | ($43,872) | $22,441 |
Weighted average common shares, basic | 63,321,000 | 61,145,000 |
Weighted average common shares, diluted | 63,321,000 | 63,420,000 |
Restricted Shares [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Dilutive effect of restricted stock | ' | 455,000 |
Convertible Debt Securities [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Dilutive effect of convertible debt | ' | 1,355,000 |
Stock Options [Member] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' |
Dilutive effect of restricted stock | ' | 465,000 |
Segment_Reporting_Net_Product_
Segment Reporting - Net Product Revenues by Product Category (Detail) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Mar. 31, 2014 | Mar. 31, 2013 |
Segment Reporting Information [Line Items] | ' | ' |
Net product revenues | $384,374 | $202,601 |
Xifaxan [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Net product revenues | 114,260 | 153,315 |
Inflammatory Bowel Disease - Apriso/Uceris/Giazo/Colazal [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Net product revenues | 68,691 | 18,460 |
Diabetes - Glumetza And Cycloset [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Net product revenues | 140,371 | ' |
Purgatives-OsmoPrep/MoviPrep [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Net product revenues | 7,135 | 14,062 |
Zegerid [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Net product revenues | 37,595 | ' |
Other - Fenoglide/Anusol/Azasan/Diuril/Pepcid/Proctocort/Relistor/ Deflux/ Solesta/Fulyzaq/Metozolv [Member] | ' | ' |
Segment Reporting Information [Line Items] | ' | ' |
Net product revenues | $16,322 | $16,764 |
Legal_Proceedings_Additional_I
Legal Proceedings - Additional Information (Detail) (USD $) | 0 Months Ended | 1 Months Ended | 0 Months Ended | 0 Months Ended | 1 Months Ended | |||||||||||
In Millions, unless otherwise specified | Nov. 12, 2013 | 5-May-11 | Apr. 30, 2010 | Sep. 07, 2012 | Mar. 31, 2014 | Feb. 18, 2014 | Nov. 12, 2013 | Nov. 12, 2013 | Nov. 12, 2013 | Sep. 30, 2012 | Mar. 31, 2013 | Dec. 31, 2013 | Oct. 31, 2012 | Dec. 31, 2013 | Oct. 31, 2012 | Jan. 31, 2013 |
Lawsuits | Patent | Lupin Litigation [Member] | Lupin Litigation [Member] | Novel Litigation [Member] | Delaware Court of Chancery [Member] | California Superior Court [Member] | U.S. District Court for the Southern District of California [Member] | Invalidity For Asserted Claims [Member] | Damage Claim [Member] | Zegerid Rx Litigation [Member] | Zegerid Rx Litigation [Member] | Zegerid OTC Litigation [Member] | Zegerid OTC Litigation [Member] | Fenoglide Patent Litigation [Member] | ||
Patent | Lawsuits | Lawsuits | Lawsuits | Patent | Patent | |||||||||||
Product Liability Contingency [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum unspecified damages sought by plaintiff | ' | $150 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of Patents | ' | ' | ' | ' | 4 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Suit filing period | ' | ' | ' | '45 days | ' | '45 days | ' | ' | ' | ' | ' | ' | '45 days | ' | '45 days | '45 days |
Period of stay for suit filed | ' | ' | ' | '30 months | ' | '30 months | ' | ' | ' | ' | ' | '60 days | '30 months | '60 days | '30 months | '30 months |
Number of lawsuits | 11 | ' | ' | ' | ' | ' | 9 | 1 | 1 | ' | ' | ' | ' | ' | ' | ' |
Merger completion date | 2-Jan-14 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of invalid patents | ' | ' | 5 | ' | ' | ' | ' | ' | ' | 3 | 2 | ' | ' | ' | ' | ' |