Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Feb. 19, 2014 | Jun. 28, 2013 | |
Document And Entity Information [Abstract] | ' | ' | ' |
Document Type | '10-K | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Entity Registrant Name | 'Jazz Pharmaceuticals plc | ' | ' |
Entity Central Index Key | '0001232524 | ' | ' |
Trading Symbol | 'jazz | ' | ' |
Entity Filer Category | 'Large Accelerated Filer | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 58,068,360 | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Well-known Seasoned Issuer | 'Yes | ' | ' |
Entity Public Float | ' | ' | $3,527,521,407 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $636,504 | $387,196 |
Accounts receivable, net of allowances of $3,680 and $3,779 at December 31, 2013 and 2012, respectively | 124,805 | 75,480 |
Inventories | 28,669 | 26,525 |
Prepaid expenses | 7,183 | 7,445 |
Deferred tax assets, net | 33,613 | 35,813 |
Other current assets | 33,843 | 19,113 |
Total current assets | 864,617 | 551,572 |
Property and equipment, net | 14,246 | 7,281 |
Intangible assets, net | 812,396 | 869,952 |
Goodwill | 450,456 | 442,600 |
Deferred tax assets, net, non-current | 74,597 | 74,850 |
Deferred financing costs | 14,605 | 16,576 |
Other non-current assets | 7,304 | 3,662 |
Total assets | 2,238,221 | 1,966,493 |
Current liabilities: | ' | ' |
Accounts payable | 21,005 | 15,887 |
Accrued liabilities | 119,718 | 104,666 |
Current portion of long-term debt | 5,572 | 29,688 |
Income taxes payable | 336 | 39,884 |
Contingent consideration | 50,000 | 0 |
Deferred tax liability, net | 6,259 | 275 |
Deferred revenue | 1,138 | 1,138 |
Total current liabilities | 204,028 | 191,538 |
Deferred revenue, non-current | 5,718 | 6,776 |
Long-term debt, less current portion | 544,404 | 427,073 |
Contingent consideration, non-current | 0 | 34,800 |
Deferred tax liability, net, non-current | 168,497 | 178,393 |
Other non-current liabilities | 20,040 | 6,621 |
Commitments and contingencies (Note 10) | ' | ' |
Shareholders’ equity: | ' | ' |
Ordinary shares, nominal value $0.0001 per share; 300,000 shares authorized; 57,854 and 58,014 shares issued and outstanding at December 31, 2013 and 2012, respectively | 6 | 6 |
Non-voting euro deferred shares, €0.01 par value per share; 4,000 shares authorized, issued and outstanding at both December 31, 2013 and 2012 | 55 | 55 |
Capital redemption reserve | 471 | 471 |
Additional paid-in capital | 1,220,317 | 1,151,010 |
Accumulated other comprehensive income | 56,153 | 31,046 |
Retained earnings (accumulated deficit) | 18,532 | -61,296 |
Total shareholders’ equity | 1,295,534 | 1,121,292 |
Total liabilities and shareholders’ equity | $2,238,221 | $1,966,493 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 |
In Thousands, except Share data, unless otherwise specified | USD ($) | EUR (€) | USD ($) | EUR (€) |
Statement of Financial Position [Abstract] | ' | ' | ' | ' |
Accounts receivable, allowances | $3,680 | ' | $3,779 | ' |
Nonvoting Euro Deferred shares, par value (in euros per share) | ' | € 0.01 | ' | € 0.01 |
Nonvoting Euro Deferred shares, number of shares authorized | 4,000,000 | 4,000,000 | 4,000,000 | 4,000,000 |
Nonvoting Euro Deferred shares, number of shares issued | 4,000,000 | 4,000,000 | 4,000,000 | 4,000,000 |
Nonvoting Euro Deferred shares, number of shares outstanding | 4,000,000 | 4,000,000 | 4,000,000 | 4,000,000 |
Ordinary shares, nominal value (in dollars per share) | $0.00 | ' | $0.00 | ' |
Ordinary shares, number of shares authorized | 300,000,000 | 300,000,000 | 300,000,000 | 300,000,000 |
Ordinary shares, number of shares issued | 57,854,000 | 57,854,000 | 58,014,000 | 58,014,000 |
Ordinary shares, number of shares outstanding | 57,854,000 | 57,854,000 | 58,014,000 | 58,014,000 |
Consolidated_Statements_of_Inc
Consolidated Statements of Income (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Revenues: | ' | ' | ' |
Product sales, net | $865,398 | $580,527 | $266,518 |
Royalties and contract revenues | 7,025 | 5,452 | 5,759 |
Total revenues | 872,423 | 585,979 | 272,277 |
Operating expenses: | ' | ' | ' |
Cost of product sales (excluding amortization of acquired developed technologies) | 102,146 | 78,425 | 13,942 |
Selling, general and administrative | 304,303 | 223,882 | 108,936 |
Research and development | 46,620 | 20,477 | 14,120 |
Intangible asset amortization | 79,042 | 65,351 | 7,448 |
Total operating expenses | 532,111 | 388,135 | 144,446 |
Income from operations | 340,312 | 197,844 | 127,831 |
Interest expense, net | -26,916 | -16,869 | -1,600 |
Foreign currency loss | -1,697 | -3,620 | 0 |
Loss on extinguishment and modification of debt | -3,749 | 0 | -1,247 |
Income from continuing operations before income tax provision (benefit) | 307,950 | 177,355 | 124,984 |
Income tax provision (benefit) | 91,638 | -83,794 | 0 |
Income from continuing operations | 216,312 | 261,149 | 124,984 |
Income from discontinued operations, net of taxes | 0 | 27,437 | 0 |
Net income | $216,312 | $288,586 | $124,984 |
Basic income per ordinary share: | ' | ' | ' |
Income from continuing operations (in dollars per share) | $3.71 | $4.61 | $3.01 |
Income from discontinued operations (in dollars per share) | $0 | $0.48 | $0 |
Net income (in dollars per share) | $3.71 | $5.09 | $3.01 |
Diluted income per ordinary share: | ' | ' | ' |
Income from continuing operations (in dollars per share) | $3.51 | $4.34 | $2.67 |
Income from discontinued operations (in dollars per share) | $0 | $0.45 | $0 |
Net income (in dollars per share) | $3.51 | $4.79 | $2.67 |
Weighted-average ordinary shares used in per share computations: | ' | ' | ' |
Basic (in shares) | 58,298 | 56,643 | 41,499 |
Diluted (in shares) | 61,569 | 60,195 | 46,798 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Net income | $216,312 | $288,586 | $124,984 |
Other comprehensive income (loss): | ' | ' | ' |
Foreign currency translation adjustments | 25,107 | 31,046 | 0 |
Available-for-sale securities: | ' | ' | ' |
Net unrealized gain (loss) on available-for-sale securities, net of income taxes | 0 | 8 | -31 |
Reclassification adjustments for gains included in earnings, net of income taxes | 0 | 23 | 0 |
Other comprehensive income (loss) | 25,107 | 31,077 | -31 |
Total comprehensive income | 241,419 | 319,663 | 124,953 |
Continuing Operations [Member] | ' | ' | ' |
Available-for-sale securities: | ' | ' | ' |
Total comprehensive income | 241,419 | 292,226 | 124,953 |
Discontinued Operations [Member] | ' | ' | ' |
Available-for-sale securities: | ' | ' | ' |
Total comprehensive income | $0 | $27,437 | $0 |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Total | Ordinary Shares [Member] | Non-voting Euro Deferred [Member] | Capital Redemption Reserve [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income [Member] | Retained Earnings (Accumulated Deficit) [Member] |
In Thousands, unless otherwise specified | |||||||
Balance, beginning of period at Dec. 31, 2010 | $30,551 | $4 | $0 | $0 | $505,413 | $0 | ($474,866) |
Balance, shares, beginning of period at Dec. 31, 2010 | ' | 39,959 | 0 | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' |
Shares issued/issuable under directors deferred compensation plan, shares | ' | 13 | ' | ' | ' | ' | ' |
Shares issued/issuable under directors deferred compensation plan | 368 | ' | ' | ' | 368 | ' | ' |
Issuance of ordinary shares in conjunction with exercise of share options | 12,214 | ' | ' | ' | 12,214 | ' | ' |
Issuance of ordinary shares in conjunction with exercise of share options, shares | ' | 1,400 | ' | ' | ' | ' | ' |
Issuance of ordinary shares in conjunction with vesting of restricted stock units, shares | ' | 13 | ' | ' | ' | ' | ' |
Issuance of ordinary shares under employee stock purchase plan | 1,546 | ' | ' | ' | 1,546 | ' | ' |
Issuance of ordinary shares under employee stock purchase plan, shares | ' | 359 | ' | ' | ' | ' | ' |
Issuance of ordinary shares in conjunction with exercise of warrants | 2,659 | ' | ' | ' | 2,659 | ' | ' |
Issuance of ordinary shares in conjunction with exercise of warrants, shares | ' | 724 | ' | ' | ' | ' | ' |
Share-based compensation | 20,497 | ' | ' | ' | 20,497 | ' | ' |
Other comprehensive income/(loss) | -31 | ' | ' | ' | ' | -31 | ' |
Net income | 124,984 | ' | ' | ' | ' | ' | 124,984 |
Balance, end of period at Dec. 31, 2011 | 192,788 | 4 | 0 | 0 | 542,697 | -31 | -349,882 |
Balance, shares, end of period at Dec. 31, 2011 | ' | 42,468 | 0 | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' |
Merger with Azur Pharma, shares | ' | 12,360 | 4,000 | ' | ' | ' | ' |
Merger with Azur Pharma | 576,464 | 2 | 55 | 471 | 575,936 | ' | ' |
Issuance costs related to Azur Merger | -241 | ' | ' | ' | -241 | ' | ' |
Shares issued/issuable under directors deferred compensation plan, shares | ' | 45 | ' | ' | ' | ' | ' |
Issuance of ordinary shares in conjunction with exercise of share options | 14,212 | ' | ' | ' | 14,212 | ' | ' |
Issuance of ordinary shares in conjunction with exercise of share options, shares | ' | 1,951 | ' | ' | ' | ' | ' |
Issuance of ordinary shares under employee stock purchase plan | 3,707 | ' | ' | ' | 3,707 | ' | ' |
Issuance of ordinary shares under employee stock purchase plan, shares | ' | 151 | ' | ' | ' | ' | ' |
Issuance of ordinary shares in conjunction with exercise of warrants | 7,084 | ' | ' | ' | 7,084 | ' | ' |
Issuance of ordinary shares in conjunction with exercise of warrants, shares | ' | 1,039 | ' | ' | ' | ' | ' |
Shares withheld for payment of employee's withholding tax liability | -25,299 | ' | ' | ' | -25,299 | ' | ' |
Share-based compensation | 23,129 | ' | ' | ' | 23,129 | ' | ' |
Other comprehensive income/(loss) | 31,077 | ' | ' | ' | ' | 31,077 | ' |
Tax benefit from employee share options | 9,785 | ' | ' | ' | 9,785 | ' | ' |
Net income | 288,586 | ' | ' | ' | ' | ' | 288,586 |
Balance, end of period at Dec. 31, 2012 | 1,121,292 | 6 | 55 | 471 | 1,151,010 | 31,046 | -61,296 |
Balance, shares, end of period at Dec. 31, 2012 | ' | 58,014 | 4,000 | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' |
Issuance of ordinary shares in conjunction with exercise of share options | 20,895 | ' | ' | ' | 20,895 | ' | ' |
Issuance of ordinary shares in conjunction with exercise of share options, shares | ' | 904 | ' | ' | ' | ' | ' |
Issuance of ordinary shares under employee stock purchase plan | 5,410 | ' | ' | ' | 5,410 | ' | ' |
Issuance of ordinary shares under employee stock purchase plan, shares | ' | 147 | ' | ' | ' | ' | ' |
Issuance of ordinary shares in conjunction with exercise of warrants | 4,398 | ' | ' | ' | 4,398 | ' | ' |
Issuance of ordinary shares in conjunction with exercise of warrants, shares | ' | 471 | ' | ' | ' | ' | ' |
Shares withheld for payment of employee's withholding tax liability | -5,590 | ' | ' | ' | -5,590 | ' | ' |
Share-based compensation | 44,367 | ' | ' | ' | 44,367 | ' | ' |
Stock repurchased, shares | ' | -1,828 | ' | ' | ' | ' | ' |
Stock repurchased | -136,484 | 0 | ' | ' | ' | ' | -136,484 |
Other comprehensive income/(loss) | 25,107 | ' | ' | ' | ' | 25,107 | ' |
Tax benefit from employee share options | -173 | ' | ' | ' | -173 | ' | ' |
Net income | 216,312 | ' | ' | ' | ' | ' | 216,312 |
Balance, end of period at Dec. 31, 2013 | $1,295,534 | $6 | $55 | $471 | $1,220,317 | $56,153 | $18,532 |
Balance, shares, end of period at Dec. 31, 2013 | ' | 57,854 | 4,000 | ' | ' | ' | ' |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Operating activities | ' | ' | ' |
Net income | $216,312 | $288,586 | $124,984 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' | ' |
Amortization of intangible assets | 79,042 | 72,922 | 7,448 |
Depreciation | 3,048 | 1,307 | 379 |
Loss on disposal of property and equipment | 46 | 163 | 33 |
Share-based compensation | 44,551 | 23,006 | 20,704 |
Excess tax benefit from share-based compensation | 173 | -9,785 | 0 |
Acquisition accounting inventory fair value step-up adjustments | 3,826 | 19,939 | 0 |
Change in fair value of contingent consideration | 15,200 | -300 | 0 |
Deferred income taxes | -10,097 | -113,862 | 0 |
Gain on sale of business | 0 | -35,244 | 0 |
Provision for losses on accounts receivable and inventory | 2,446 | 4,654 | 59 |
Loss on extinguishment and modification of debt | 3,749 | 0 | 1,247 |
Other non-cash transactions | 6,278 | 3,523 | 394 |
Changes in assets and liabilities: | ' | ' | ' |
Accounts receivable | -48,846 | -4,724 | -12,293 |
Inventories | -8,516 | 1,697 | 1,239 |
Prepaid expenses and other current assets | -13,871 | -13,091 | -934 |
Other long-term assets | -4,306 | -3,491 | 186 |
Accounts payable | 5,089 | -7,286 | 2,080 |
Accrued liabilities | 14,717 | -11,428 | 11,211 |
Income taxes payable | -38,984 | 39,340 | 0 |
Deferred revenue | -1,061 | -1,205 | -1,273 |
Other non-current liabilities | 14,820 | 2,351 | -82 |
Liability under government settlement | 0 | -7,320 | -3,786 |
Net cash provided by operating activities | 283,616 | 249,752 | 151,596 |
Investing activities | ' | ' | ' |
Acquisitions, net of cash acquired | 0 | -542,531 | 0 |
Purchases of marketable securities | 0 | -37,443 | -79,886 |
Net proceeds from sale of business | 0 | 93,922 | 0 |
Proceeds from sale of marketable securities | 0 | 81,246 | 0 |
Proceeds from maturities of marketable securities | 0 | 31,988 | 4,033 |
Acquisition of intangible assets | -1,300 | 0 | 0 |
Purchases of property and equipment | -9,976 | -5,976 | -1,279 |
Purchase of product rights | 0 | -16,500 | -4,500 |
Decrease in restricted cash | 0 | 0 | 400 |
Net cash used in investing activities | -11,276 | -395,294 | -81,232 |
Financing activities | ' | ' | ' |
Net proceeds from issuance of debt | 553,425 | 450,916 | 0 |
Proceeds from employee equity incentive and purchase plans and exercise of warrants | 30,703 | 25,003 | 16,419 |
Share repurchases | -136,484 | 0 | 0 |
Payment of employee withholding taxes related to share-based awards | -5,590 | -25,299 | 0 |
Excess tax benefit from share-based compensation | -173 | 9,785 | 0 |
Repayment of long-term debt | -465,910 | -11,875 | -41,668 |
Payments of debt extinguishment costs | 0 | 0 | -483 |
Net repayments under revolving credit facility | 0 | 0 | -7,350 |
Net cash provided by (used in) financing activities | -24,029 | 448,530 | -33,082 |
Effect of exchange rates on cash and cash equivalents | 997 | 2,132 | 0 |
Net increase in cash and cash equivalents | 249,308 | 305,120 | 37,282 |
Cash and cash equivalents, at beginning of period | 387,196 | 82,076 | 44,794 |
Cash and cash equivalents, at end of period | 636,504 | 387,196 | 82,076 |
Supplemental disclosure of cash flow information: | ' | ' | ' |
Cash paid for interest | 18,278 | 14,192 | 1,621 |
Cash paid for income taxes | 137,616 | 9,143 | 0 |
Non-cash investing activities: | ' | ' | ' |
Acquisition consideration for Azur Merger | $0 | $576,464 | $0 |
Organization_and_Description_o
Organization and Description of Business | 12 Months Ended | |
Dec. 31, 2013 | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |
Organization and Description of Business | ' | |
Organization and Description of Business | ||
Jazz Pharmaceuticals plc, a public limited company formed under the laws of Ireland, is a specialty biopharmaceutical company focused on improving patients’ lives by identifying, developing and commercializing differentiated products that address unmet medical needs. Our strategy is to continue to create shareholder value by: | ||
• | Growing sales of the existing products in our portfolio, including by identifying new growth opportunities; | |
• | Acquiring additional marketed specialty products or products close to regulatory approval to leverage our existing expertise and infrastructure; and | |
• | Pursuing targeted development of a pipeline of post-discovery specialty product candidates. | |
On January 18, 2012, the businesses of Jazz Pharmaceuticals, Inc. and Azur Pharma Public Limited Company, or Azur Pharma, were combined in a merger transaction, or the Azur Merger, accounted for as a reverse acquisition under the acquisition method of accounting for business combinations, with Jazz Pharmaceuticals, Inc. treated as the acquiring company for accounting purposes. As part of the Azur Merger, a wholly-owned subsidiary of Azur Pharma merged with and into Jazz Pharmaceuticals, Inc., with Jazz Pharmaceuticals, Inc. surviving the Azur Merger as a wholly-owned subsidiary of Jazz Pharmaceuticals plc. Prior to the Azur Merger, Azur Pharma changed its name to Jazz Pharmaceuticals plc. | ||
On June 12, 2012, we completed the acquisition of EUSA Pharma Inc., or EUSA Pharma, which we refer to as the EUSA Acquisition. | ||
In January and February 2014, pursuant to a tender offer, we acquired approximately 98% of the outstanding and fully diluted voting securities of Gentium S.p.A., or Gentium, for an acquisition cost of approximately $993 million, which we refer to as the Gentium Acquisition. Please see Note 20 for additional information regarding this acquisition. | ||
Unless otherwise indicated or the context otherwise requires, references to “Jazz Pharmaceuticals,” “the registrant,” “we,” “us,” and “our” refer to Jazz Pharmaceuticals plc and its consolidated subsidiaries, including its predecessor, Jazz Pharmaceuticals, Inc., except that all such references prior to the effective time of the Azur Merger on January 18, 2012 are references to Jazz Pharmaceuticals, Inc. and its consolidated subsidiaries. All references to “Azur Pharma” are references to Jazz Pharmaceuticals plc (f/k/a Azur Pharma Public Limited Company) and its consolidated subsidiaries prior to the effective time of the Azur Merger on January 18, 2012. The disclosures in this report relating to the pre-Azur Merger business of Jazz Pharmaceuticals plc, unless noted as being the business of Azur Pharma prior to the Azur Merger, pertain to the business of Jazz Pharmaceuticals, Inc. prior to the Azur Merger. All references to “EUSA Pharma” in this report are references to EUSA Pharma Inc. and its consolidated subsidiaries prior to the effective time of the EUSA Acquisition. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||
Summary of Significant Accounting Policies | ' | |||||||||||
Summary of Significant Accounting Policies | ||||||||||||
Basis of Presentation | ||||||||||||
The consolidated financial statements include the accounts of Jazz Pharmaceuticals plc and our wholly-owned subsidiaries and intercompany transactions and balances have been eliminated. The results of operations of the acquired Azur Pharma and EUSA Pharma businesses, along with the estimated fair values of the assets acquired and liabilities assumed in each transaction, are included in our consolidated financial statements since the effective dates of the Azur Merger and the EUSA Acquisition, respectively. Certain prior period amounts presented in the accompanying footnotes have been reclassified to conform to current period presentation, as described in Note 4. | ||||||||||||
Significant Risks and Uncertainties | ||||||||||||
Our financial results are significantly influenced by sales of Xyrem® (sodium oxybate) oral solution. In 2013, net product sales of Xyrem were $569.1 million, which represented 65.8% of total net product sales. Maintaining or increasing sales of Xyrem in its approved indications is subject to a number of risks and uncertainties, including the potential introduction of generic competition, changed or increased regulatory restrictions, and continued acceptance of Xyrem as safe and effective by physicians and patients. Three abbreviated new drug applications, or ANDAs, have been filed with the United States Food and Drug Administration, or FDA, by third parties seeking to market generic versions of Xyrem. We initiated lawsuits against all three third parties, and the litigation proceedings are ongoing. We cannot predict the timing or outcome of these proceedings. Although no trial date for the consolidated case with the first ANDA filer, Roxane Laboratories, Inc., or Roxane, has been scheduled, we anticipate that trial in that case could occur as early as late in the fourth quarter of 2014. We expect that the approval of an ANDA that results in the launch of a generic version of Xyrem would have a material adverse effect on our business, financial condition, results of operations and growth prospects. | ||||||||||||
In addition, we are continuing our efforts on various regulatory matters, including working with the FDA on updated documents that we have submitted to the FDA on our risk management and controlled distribution system for Xyrem, which we refer to as the Xyrem Risk Management Program. We are engaged in ongoing communications with the FDA with respect to our risk evaluation and mitigation strategies, or REMS, documents for Xyrem, but we have not reached agreement on certain significant terms. For example, we disagree with the FDA’s current position that, as part of the current REMS process, the Xyrem deemed REMS should be modified to enable the distribution of Xyrem through more than one pharmacy, or potentially through retail pharmacies and wholesalers, as well as with certain modifications proposed by the FDA that would, in the FDA’s view, make the REMS more consistent with the FDA’s current practices for REMS documents. | ||||||||||||
The FDA has notified us that it would exercise its claimed authority to modify our REMS and that it would finalize the REMS as modified by the FDA unless we initiate dispute resolution procedures with respect to the modification of the Xyrem deemed REMS. Given these circumstances, we will initiate dispute resolution procedures with the FDA by the end of February 2014. We cannot predict whether, or on what terms, we will reach agreement with the FDA on final REMS documents for Xyrem, whether we will initiate additional dispute resolution proceedings with the FDA or other legal proceedings prior to finalizing the REMS documents, or the outcome or timing of any such proceedings. We expect that final REMS documents for Xyrem will include modifications to, and/or requirements that are not currently implemented in, the Xyrem Risk Management Program. Any such modifications or additional requirements could potentially make it more difficult or expensive for us to distribute Xyrem, make it easier for future generic competitors, and/or negatively affect sales of Xyrem. | ||||||||||||
In January 2014, the FDA held an initial meeting with us and current Xyrem ANDA applicants to facilitate the development of a single shared system REMS for Xyrem (sodium oxybate). We also expect to face pressure to license or share our Xyrem Risk Management Program, which is the subject of multiple issued patents, or elements of it, with generic competitors. We cannot predict the outcome or impact on our business of any future action that we may take with respect to the development of a single shared system REMS for Xyrem (sodium oxybate), licensing or sharing our REMS, or the FDA’s response to a certification that a third party had been unable to obtain a license. | ||||||||||||
Our financial results are increasingly influenced by sales of our second largest product, Erwinaze® (asparaginase Erwinia chrysanthemi), called Erwinase® in markets outside of the United States, which have continued to grow. In 2013, net product sales of Erwinaze/Erwinase were $174.3 million, which represented 20.1% of total net product sales in 2013. We seek to maintain and increase sales of Erwinaze, as well as to make Erwinaze more widely available, through ongoing research and development activities. However, our ability to successfully and sustainably grow sales of Erwinaze is subject to a number of risks and uncertainties, including the limited population of patients with ALL and the incidence of hypersensitivity reactions to E. coli-derived asparaginase within that population, our ability to obtain approval for the intravenous administration of Erwinaze in the United States, our ability to obtain data on the use of Erwinaze in young adults age 18 to 39 with ALL who are hypersensitive to E. coli-derived asparaginase, as well as our need to apply for and receive marketing authorizations, through the EU’s mutual recognition procedure or otherwise, in certain additional countries so we can launch promotional efforts in those countries. Another significant challenge to maintenance of current sales level and continued growth is our need to ensure sufficient supply of Erwinaze on a timely basis. We have limited inventory of Erwinaze, and, during 2013, our supply of Erwinaze was nearly completely absorbed by demand for the product. In the past, we have experienced a disruption of supply of Erwinase in the European market due to manufacturing challenges, including shortages related to the failure of a batch to meet certain specifications in 2013, and we may experience similar or other manufacturing challenges in the future. If our continued efforts to avoid supply shortages are not successful, we could experience Erwinaze supply interruptions in the future, which could have a material adverse effect on our sales of and revenues from Erwinaze and limit our potential future maintenance and growth of the market for this product. In addition, while we continue to work with the manufacturer of Erwinaze to evaluate potential steps to increase the supply of Erwinaze over the longer term to address expected growing worldwide demand, our ability to increase sales of Erwinaze may be limited by our ability to obtain an increased supply of the product. | ||||||||||||
In addition to risks related specifically to Xyrem and Erwinaze, we are subject to other challenges and risks specific to our business, as well as risks and uncertainties common to companies in the pharmaceutical industry with development and commercial operations, including: the challenges of protecting our intellectual property rights; delays or problems in the supply or manufacture of our products, particularly because we maintain limited inventories of certain products, including products for which our supply demands are growing, and we are dependent on single source suppliers to continue to meet our ongoing commercial needs; the need to obtain appropriate pricing and reimbursement for our products in an increasingly challenging environment due to, among other things, the attention being paid to health care cost containment and other austerity measures in the United States and worldwide, and in particular the need to maintain reimbursement for Xyrem in the United States and obtain appropriate pricing approvals in order to launch Defitelio® (defibrotide) in certain EU countries which represent a significant market opportunity for Defitelio; the ongoing regulation and oversight by the FDA, the U.S. Drug Enforcement Administration, or DEA, and non-U.S. regulatory agencies, including with respect to product labeling, requirements for distribution, obtaining sufficient DEA quotas where needed, marketing and promotional activities, adverse event reporting and product recalls or withdrawals; the challenges of achieving and maintaining commercial success of our products, such as obtaining sustained acceptance of our products by patients, physicians and payors, and in particular the successful commercial launch of Defitelio in the EU throughout 2014; the challenges inherent in the integration of the business of Gentium with our historic business, including the increase in geographic dispersion among our centers of operation and taking on the operation of a manufacturing plant; and the difficulty and uncertainty of pharmaceutical product development and the uncertainty of clinical success and regulatory approval, especially as we continue to undertake increased activities, and make growing investment in, our product pipeline development projects. Other risks and uncertainties related to our ability to execute on our strategy include: our ability to identify and acquire, in-license or develop additional products or product candidates to grow our business; and possible restrictions on our ability and flexibility to pursue certain future opportunities as a result of our substantial outstanding debt obligations, which have increased significantly as a result of, among other things, the Gentium Acquisition and the acquisition of JZP-110. | ||||||||||||
Business Acquisitions | ||||||||||||
Our consolidated financial statements include the operations of an acquired business after the completion of the acquisition. We account for acquired businesses using the acquisition method of accounting. The acquisition method of accounting for acquired businesses requires, among other things, that assets acquired and liabilities assumed be recognized at their estimated fair values as of the acquisition date, with limited exceptions, and that the fair value of acquired in-process research and development, or IPR&D, be recorded on the balance sheet. Also, transaction costs are expensed as incurred. Any excess of the acquisition consideration over the assigned values of the net assets acquired is recorded as goodwill. Contingent consideration is included within the acquisition cost and is recognized at its fair value on the acquisition date. A liability resulting from contingent consideration is remeasured to fair value at each reporting date until the contingency is resolved and changes in fair value are recognized in earnings. | ||||||||||||
Concentrations of Risk | ||||||||||||
Financial instruments that potentially subject us to concentrations of credit risk consist of cash equivalents and marketable securities. Our investment policy permits investments in U.S. federal government and federal agency securities, corporate bonds or commercial paper issued by U.S. corporations, money market instruments, certain qualifying money market mutual funds, certain repurchase agreements, and tax-exempt obligations of U.S. states, agencies and municipalities and places restrictions on credit ratings, maturities, and concentration by type and issuer. We are exposed to credit risk in the event of a default by the financial institutions holding our cash, cash equivalents and marketable securities and issuers of investments to the extent recorded on the balance sheet. | ||||||||||||
We are also subject to credit risk from our accounts receivable related to our product sales. We monitor our exposure within accounts receivable and record a reserve against uncollectible accounts receivable as necessary. We extend credit to hospitals, pharmaceutical wholesale distributors and specialty pharmaceutical distribution companies, primarily in the United States, and to other international distributors. Customer creditworthiness is monitored and collateral is not required. We monitor deteriorating economic conditions in certain European countries which may result in variability of the timing of cash receipts and an increase in the average length of time that it takes to collect accounts receivable outstanding. Historically, we have not experienced significant credit losses on our accounts receivable and we do not expect to have write-offs or adjustments to accounts receivable which would have a material adverse effect on our financial position, liquidity or results of operations. As of December 31, 2013, five customers accounted for 85% of gross accounts receivable including Express Scripts Specialty Distribution Services, Inc. and its affiliate CuraScript, Inc., or Express Scripts, which accounted for 69% of gross accounts receivable and Accredo Health Group, Inc. which accounted for 9% of gross accounts receivable. As of December 31, 2012, five customers accounted for 78% of gross accounts receivable including Express Scripts which accounted for 51% of gross accounts receivable and Accredo Health Group, Inc. which accounted for 11% of gross accounts receivable. | ||||||||||||
We rely on certain sole suppliers for drug substance and certain sole manufacturing partners for certain of our marketed products and product candidates. | ||||||||||||
Cash Equivalents and Marketable Securities | ||||||||||||
We consider all highly liquid investments, readily convertible to cash, that mature within three months or less from date of purchase to be cash equivalents. | ||||||||||||
Marketable securities are investments in debt securities with maturities of less than one year from the balance sheet date, or securities with maturities of greater than one year that are specifically identified to fund current operations. Collectively, cash equivalents, restricted cash and marketable securities are considered available-for-sale and are recorded at fair value. Unrealized gains and losses, net of tax, are recorded in accumulated other comprehensive income in shareholders’ equity. We use the specific-identification method for calculating realized gains and losses on securities sold. Realized gains and losses and declines in value judged to be other than temporary on marketable securities are included in interest expense, net in the consolidated statements of income. Realized gains and losses on sales of marketable securities have not been significant. | ||||||||||||
Inventories | ||||||||||||
Inventories are valued at the lower of cost or market. Cost is determined using the first-in, first-out method for all inventories. Our policy is to write down inventory that has become obsolete, inventory that has a cost basis in excess of its expected net realizable value and inventory in excess of expected requirements. The estimate of excess quantities is subjective and primarily dependent on our estimates of future demand for a particular product. If the estimate of future demand is too high, we may have to increase the reserve for excess inventory for that product and record a charge to cost of product sales. For product candidates that have not been approved by the FDA, inventory used in clinical trials is expensed at the time of production and recorded as research and development expense. For products that have been approved by the FDA, inventory used in clinical trials is expensed at the time the inventory is packaged for the clinical trial. Prior to receiving FDA approval, costs related to purchases of the active pharmaceutical ingredient and the manufacturing of the product candidate are recorded as research and development expense. All direct manufacturing costs incurred after approval are capitalized into inventory. The fair value of inventories acquired included a step-up in the value of inventories of $0.2 million and $4.0 million as of December 31, 2013 and 2012, respectively. | ||||||||||||
Property and Equipment | ||||||||||||
Property and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which range from three to 10 years. Leasehold improvements are amortized over the shorter of the noncancelable term of our operating lease or their economic useful lives. Maintenance and repairs are expensed as incurred. | ||||||||||||
Goodwill | ||||||||||||
Goodwill represents the excess of the acquisition consideration over the fair value of assets acquired and liabilities assumed. We have determined that we operate in a single segment and have a single reporting unit associated with the development and commercialization of pharmaceutical products. The annual test for goodwill impairment is a two-step process. The first step is a comparison of the fair value of the reporting unit with its carrying amount, including goodwill. If this step indicates impairment, then in the second step, the loss is measured as the excess of recorded goodwill over its implied fair value. Implied fair value is the excess of the fair value of the reporting unit over the fair value of all identified assets and liabilities. We test goodwill for impairment annually in October and when events or changes in circumstances indicate that the carrying value may not be recoverable. | ||||||||||||
Intangible Assets | ||||||||||||
Intangible assets with finite useful lives consist primarily of purchased developed technology and are amortized on a straight-line basis over their estimated useful lives, which range from two to 15 years. The estimated useful lives associated with finite-lived intangible assets are consistent with the estimated lives of the associated products and may be modified when circumstances warrant. Intangible assets with finite lives are reviewed for impairment when events or circumstances indicate that the carrying value of an asset may not be recoverable. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. The amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. | ||||||||||||
The fair value of IPR&D acquired through a business combination is capitalized as an indefinite-lived intangible asset until the completion or abandonment of the related research and development activities. IPR&D is not amortized but is tested for impairment annually or when events or circumstances indicate that the fair value may be below the carrying value of the asset. If and when development is complete, which generally occurs when regulatory approval to market a product is obtained, the associated assets would be deemed finite-lived and would then be amortized over their estimated useful lives. | ||||||||||||
Revenue Recognition | ||||||||||||
Revenues are recognized when there is persuasive evidence that an arrangement exists, delivery has occurred, the price is fixed and determinable and collection is reasonably assured. | ||||||||||||
Product Sales, Net | ||||||||||||
Product sales revenue is recognized when title has transferred to the customer and the customer has assumed the risks and rewards of ownership, which is typically on delivery to the customer or, in the case of products that are subject to consignment agreements, when the customer removes product from our consigned inventory location for shipment directly to a patient. | ||||||||||||
Revenue from sales transactions where the buyer has the right to return the product is recognized at the time of sale only if (i) the seller’s price to the buyer is substantially fixed or determinable at the date of sale, (ii) the buyer has paid the seller, or the buyer is obligated to pay the seller and the obligation is not contingent on resale of the product, (iii) the buyer’s obligation to the seller would not be changed in the event of theft or physical destruction or damage of the product, (iv) the buyer acquiring the product for resale has economic substance apart from that provided by the seller, (v) the seller does not have significant obligations for future performance to directly bring about resale of the product by the buyer, and (vi) the amount of future returns can be reasonably estimated. | ||||||||||||
Revenues from sales of products are recorded net of estimated allowances for returns, specialty distributor fees, wholesaler fees, prompt payment discounts, government rebates, government chargebacks, coupon programs and rebates under managed care plans. Provisions for returns, specialty distributor fees, wholesaler fees, government rebates, coupon programs and rebates under managed care plans are included within current liabilities in our consolidated balance sheets. Provisions for government chargebacks and prompt payment discounts are generally shown as a reduction in accounts receivable. Calculating certain of these items involves estimates and judgments based on sales or invoice data, contractual terms, historical utilization rates, new information regarding changes in these programs’ regulations and guidelines that would impact the amount of the actual rebates, our expectations regarding future utilization rates for these programs and channel inventory data. Adjustments to estimates for these allowances have not been material. | ||||||||||||
Royalties and Contract Revenues | ||||||||||||
We receive royalties from third parties based on sales of our products under licensing and distribution arrangements. For those arrangements where royalties are reasonably estimable, we recognize revenues based on estimates of royalties earned during the applicable period, and adjust for differences between the estimated and actual royalties in the following quarter. Historically, these adjustments have not been significant. | ||||||||||||
Our contract revenues consist of fees and milestone payments. Non-refundable fees where we have no continuing performance obligations are recognized as revenues when there is persuasive evidence of an arrangement and collection is reasonably assured. In situations where we have continuing performance obligations, non-refundable fees are deferred and are recognized ratably over our projected performance period. We recognize at-risk milestone payments, which are typically related to regulatory, commercial or other achievements by us or our licensees and distributors, as revenues when the milestone is accomplished and collection is reasonably assured. Sales-based milestone payments are typically payments made to us that are triggered when aggregate net sales of a product by a collaborator for a specified period (for example, an annual period) reach an agreed upon threshold amount. We recognize sales-based milestone payments from a collaborator when the event which triggers the obligation of payment has occurred, there is no further obligation on our part in connection with the payment, and collection is reasonably assured. Refundable fees are deferred and recognized as revenues upon the later of when they become nonrefundable or when our performance obligations are completed. | ||||||||||||
Cost of Product Sales | ||||||||||||
Cost of product sales includes third party manufacturing and distribution costs, the cost of drug substance, royalties due to third parties on product sales, product liability and cargo insurance, FDA user fees, freight, shipping, handling and storage costs and salaries and related costs of employees involved with production. Cost of product sales in 2013 and 2012 included $3.8 million and $16.8 million, respectively, of inventory costs associated with the fair value step-up in acquired inventory. Excluded from cost of product sales, as shown on the consolidated statements of income, is amortization of acquired developed technology of $78.8 million, $65.1 million and $7.2 million in 2013, 2012 and 2011, respectively. | ||||||||||||
Research and Development | ||||||||||||
Research and development expenses consist primarily of personnel expenses, costs related to clinical studies and outside services, and other research and development costs. Personnel expenses relate primarily to salaries, benefits and share-based compensation. Clinical study and outside services costs relate primarily to clinical studies performed by clinical research organizations, materials and supplies, and other third-party fees. Other research and development expenses primarily include overhead allocations consisting of various support and facilities-related costs. Research and development costs are expensed as incurred, including payments made under license agreements. For product candidates that have not been approved by the FDA, inventory used in clinical trials is expensed at the time of production and recorded as research and development expense. For products that have been approved by the FDA, inventory used in clinical trials is expensed at the time the inventory is packaged for the trial. | ||||||||||||
Advertising Expenses | ||||||||||||
We expense the costs of advertising, including promotional expenses, as incurred. Advertising expenses for 2013, 2012 and 2011 were $1.0 million, $0.7 million and $1.0 million, respectively. | ||||||||||||
Income Taxes | ||||||||||||
We use the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between the financial statement carrying amount and the tax basis of assets and liabilities and are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is provided when it is more-likely-than-not that some portion or all of a deferred tax asset will not be realized. We account for uncertain tax positions using a “more-likely-than-not” threshold for recognizing and resolving uncertain tax positions. A recognized tax position is then measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon settlement. Interest and penalties related to uncertain tax positions are included in the income tax provision (benefit) and classified with the related liability on the consolidated balance sheets. | ||||||||||||
Foreign Currency | ||||||||||||
Our functional and reporting currency is the U.S. dollar. The assets and liabilities of our subsidiaries that have a functional currency other than the U.S. dollar are translated into U.S. dollars at the exchange rate prevailing at the balance sheet date with the results of operations of subsidiaries translated at the average exchange rate for the reporting period. The cumulative foreign currency translation adjustment is recorded as a component of accumulated other comprehensive income in shareholders’ equity. | ||||||||||||
Transactions in foreign currencies are translated into the functional currency of the relevant subsidiary at the rate of exchange prevailing at the date of the transaction. Any monetary assets and liabilities arising from these transactions are translated into the relevant functional currency at exchange rates prevailing at the balance sheet date or on settlement. Resulting gains and losses are recorded in foreign currency loss in our consolidated statements of income. | ||||||||||||
Financing Costs | ||||||||||||
Deferred financing costs are reported at cost, less accumulated amortization and the related amortization expense is included in interest expense, net in our consolidated statements of income. The carrying amount of debt includes any related unamortized original issue discount. | ||||||||||||
Contingencies | ||||||||||||
From time to time, we may become involved in claims and other legal matters arising in the ordinary course of business. We record accruals for loss contingencies to the extent that we conclude that it is probable that a liability has been incurred and the amount of the related loss can be reasonably estimated. Legal fees and other expenses related to litigation are expensed as incurred and included in selling, general and administrative expenses. | ||||||||||||
Use of Estimates | ||||||||||||
The preparation of financial statements in conformity with U.S. generally accepted accounting principles, or GAAP, requires management to make estimates and assumptions that affect the amounts and disclosures reported in the consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and on assumptions believed to be reasonable under the circumstances. Actual results could differ materially from those estimates. | ||||||||||||
Net Income per Ordinary Share | ||||||||||||
Basic net income per ordinary share is based on the weighted-average number of ordinary shares outstanding. Diluted net income per ordinary share is based on the weighted-average number of ordinary shares outstanding and potentially dilutive ordinary shares outstanding. Basic and diluted net income per ordinary share were computed as follows (in thousands, except per share amounts): | ||||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Numerator: | ||||||||||||
Income from continuing operations | $ | 216,312 | $ | 261,149 | $ | 124,984 | ||||||
Income from discontinued operations | — | 27,437 | — | |||||||||
Net income | $ | 216,312 | $ | 288,586 | $ | 124,984 | ||||||
Denominator: | ||||||||||||
Weighted-average ordinary shares - basic | 58,298 | 56,643 | 41,499 | |||||||||
Dilutive effect of employee equity incentive and purchase plans | 1,772 | 1,536 | 2,715 | |||||||||
Dilutive effect of warrants | 1,499 | 2,016 | 2,584 | |||||||||
Weighted-average ordinary shares - diluted | 61,569 | 60,195 | 46,798 | |||||||||
Basic income per ordinary share: | ||||||||||||
Income from continuing operations | $ | 3.71 | $ | 4.61 | $ | 3.01 | ||||||
Income from discontinued operations | — | 0.48 | — | |||||||||
Net income | $ | 3.71 | $ | 5.09 | $ | 3.01 | ||||||
Diluted income per ordinary share: | ||||||||||||
Income from continuing operations | $ | 3.51 | $ | 4.34 | $ | 2.67 | ||||||
Income from discontinued operations | — | 0.45 | — | |||||||||
Net income | $ | 3.51 | $ | 4.79 | $ | 2.67 | ||||||
Potentially dilutive ordinary shares from employee equity plans and warrants are determined by applying the treasury stock method to the assumed exercise of warrants and share options, the assumed vesting of outstanding restricted stock units, or RSUs, and the assumed issuance of ordinary shares under our employee stock purchase plan. The following table represents the weighted-average ordinary shares that were excluded from the computation of diluted net income per ordinary share for the periods presented because including them would have an anti-dilutive effect (in thousands): | ||||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Options to purchase ordinary shares and RSUs | 1,584 | 1,506 | 1,038 | |||||||||
All references to “ordinary shares” in the discussion and tables above refer to Jazz Pharmaceuticals plc’s ordinary shares with respect to the years ended December 31, 2013 and 2012 and to Jazz Pharmaceuticals, Inc.’s common stock with respect to the year ended December 31, 2011. Our earnings per share in the year ended December 31, 2011 was not impacted by the Azur Merger in 2012 since each share of Jazz Pharmaceuticals, Inc. common stock issued and outstanding immediately prior to the effective time of the Azur Merger was canceled and automatically converted into and became the right to receive one ordinary share upon the consummation of the Azur Merger. | ||||||||||||
Share-Based Compensation | ||||||||||||
We account for compensation cost for all share-based awards at fair value on the date of grant. The fair value is recognized as expense over the service period, net of estimated forfeitures, using the straight-line method. The estimation of share-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from current estimates, such amounts will be recorded as a cumulative adjustment in the period estimates are revised. We primarily consider historical experience when estimating expected forfeitures. | ||||||||||||
Recent Accounting Pronouncements | ||||||||||||
In July 2013, the Financial Accounting Standards Board, or the FASB, issued Accounting Standards Update, or ASU, No. 2013-11, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists”, or ASU No. 2013-11, which concludes that, under certain circumstances, unrecognized tax benefits should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. ASU No. 2013-11 will be effective for us beginning January 1, 2014. We do not anticipate that the adoption of this standard will have a material impact on our financial position. | ||||||||||||
In March 2013, the FASB issued ASU No. 2013-05, “Parent’s Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity”, or ASU No. 2013-05. The objective of ASU No. 2013-05 is to resolve the diversity in practice regarding the release into net income of the cumulative translation adjustment upon derecognition of a subsidiary or group of assets within a foreign entity. ASU No. 2013-05 will be effective for us beginning January 1, 2014. We do not anticipate that the adoption of this standard will have a material impact on our results of operations or financial position, absent any material transactions involving the derecognition of subsidiaries or groups of assets within a foreign entity. |
Fair_Value_Measurement
Fair Value Measurement | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||||||
Fair Value Measurement | ' | |||||||||||||||||||
Fair Value Measurement | ||||||||||||||||||||
Cash and cash equivalents consisted of the following: | ||||||||||||||||||||
31-Dec-13 | ||||||||||||||||||||
Amortized | Gross | Gross | Estimated | Cash and | ||||||||||||||||
Cost | Unrealized | Unrealized | Fair Value | Cash | ||||||||||||||||
Gains | Losses | Equivalents | ||||||||||||||||||
Cash | $ | 495,990 | $ | — | $ | — | $ | 495,990 | $ | 495,990 | ||||||||||
Time deposits | 140,514 | — | — | 140,514 | 140,514 | |||||||||||||||
Totals | $ | 636,504 | $ | — | $ | — | $ | 636,504 | $ | 636,504 | ||||||||||
31-Dec-12 | ||||||||||||||||||||
Amortized | Gross | Gross | Estimated | Cash and | ||||||||||||||||
Cost | Unrealized | Unrealized | Fair Value | Cash | ||||||||||||||||
Gains | Losses | Equivalents | ||||||||||||||||||
Cash | $ | 343,548 | $ | — | $ | — | $ | 343,548 | $ | 343,548 | ||||||||||
Money market funds | 43,648 | — | — | 43,648 | 43,648 | |||||||||||||||
Totals | $ | 387,196 | $ | — | $ | — | $ | 387,196 | $ | 387,196 | ||||||||||
Cash equivalents are considered available-for-sale. We use the specific-identification method for calculating realized gains and losses on securities sold and include them in interest expense, net in the consolidated statements of income. Proceeds from sales of available-for-sale securities in 2012 were $81.2 million and were used to partially fund the EUSA Acquisition. Gross realized gains and losses in 2012 were insignificant. All available-for-sale securities held as of December 31, 2013 and 2012 were cash equivalents. | ||||||||||||||||||||
The following table summarizes, by major security type, our available-for-sale securities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy (in thousands): | ||||||||||||||||||||
31-Dec-13 | 31-Dec-12 | |||||||||||||||||||
Significant | Total | Quoted | Significant | Total | ||||||||||||||||
Other | Estimated | Prices in | Unobservable | Estimated | ||||||||||||||||
Observable | Fair Value | Active | Inputs | Fair Value | ||||||||||||||||
Inputs | Markets for | (Level 3) | ||||||||||||||||||
(Level 2) | Identical | |||||||||||||||||||
Assets | ||||||||||||||||||||
(Level 1) | ||||||||||||||||||||
Assets: | ||||||||||||||||||||
Available-for-sale securities | ||||||||||||||||||||
Time deposits | $ | 140,514 | $ | 140,514 | $ | — | $ | — | $ | — | ||||||||||
Money market funds | — | — | 43,648 | — | 43,648 | |||||||||||||||
Totals | $ | 140,514 | $ | 140,514 | $ | 43,648 | $ | — | $ | 43,648 | ||||||||||
Liabilities: | ||||||||||||||||||||
Contingent consideration | $ | 50,000 | $ | 50,000 | $ | — | $ | 34,800 | $ | 34,800 | ||||||||||
As of December 31, 2013, our available-for-sale securities included time deposits which were measured at fair value using Level 2 inputs and their carrying values were approximately equal to their fair values. As of December 31, 2012, our available-for-sale securities included money market funds which were measured at fair value using Level 1 inputs and their carrying values were approximately equal to their fair values. We reviewed trading activity and pricing for these investments as of each measurement date. Level 2 inputs, obtained from various third party data providers, represent quoted prices for similar assets in active markets, or these inputs were derived from observable market data, or if not directly observable, were derived from or corroborated by other observable market data. Level 1 inputs are quoted prices in active markets for identical assets or liabilities. There were no transfers between the different levels of the fair value hierarchy in 2013 or in 2012 except for the contingent consideration obligation as described below. | ||||||||||||||||||||
As part of the EUSA Acquisition, we agreed to make an additional contingent payment of $50.0 million in cash if Erwinaze achieved U.S. net sales of $124.5 million or greater in 2013. In 2012, the fair value measurement of this contingent consideration obligation was determined using unobservable Level 3 inputs. These inputs included the probability of 2013 U.S. net sales of Erwinaze equaling or exceeding the $124.5 million threshold and the discount rate. In 2013, Erwinaze U.S. net sales were greater than $124.5 million and as a result, we are obligated to make the payment of $50.0 million in the first quarter of 2014. | ||||||||||||||||||||
The change in fair value of the contingent consideration payable was as follows (in thousands): | ||||||||||||||||||||
Level 3 | ||||||||||||||||||||
Balance at December 31, 2012 | $ | 34,800 | ||||||||||||||||||
Fair value adjustment recorded within selling, general and administrative expenses | 15,200 | |||||||||||||||||||
Balance at December 31, 2013 | $ | 50,000 | ||||||||||||||||||
As of December 31, 2013, the principal amount outstanding and estimated fair value of our term loans was $554.4 million and the carrying amount was $550.0 million. The fair value was determined using quotes from the administrative agent of our credit facility that are based on bid/ask prices of our term loan (Level 2). For additional information regarding our term loans please see Note 8. |
Inventories
Inventories | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Inventories | ' | |||||||
Inventories | ||||||||
Inventories consisted of the following (in thousands): | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Raw materials | $ | 4,900 | $ | 4,979 | ||||
Work in process | 8,907 | 5,410 | ||||||
Finished goods | 14,862 | 16,136 | ||||||
Total inventories | $ | 28,669 | $ | 26,525 | ||||
Inventories of $4.2 million previously classified as raw materials as of December 31, 2012 have been reclassified to work in process to conform to our current period presentation. Inventories included $0.2 million and $4.0 million related to acquisition accounting inventory fair value step-up as of December 31, 2013 and 2012, respectively. |
Property_and_Equipment
Property and Equipment | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Property and Equipment | ' | |||||||
Property and Equipment | ||||||||
Property and equipment consisted of the following (in thousands): | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Computer software | $ | 7,960 | $ | 4,292 | ||||
Computer equipment | 5,610 | 3,687 | ||||||
Leasehold improvements | 4,587 | 3,899 | ||||||
Construction-in-progress | 4,388 | 1,135 | ||||||
Furniture and fixtures | 1,897 | 1,953 | ||||||
Machinery and equipment | 417 | 94 | ||||||
Subtotal | 24,859 | 15,060 | ||||||
Less accumulated depreciation and amortization | (10,613 | ) | (7,779 | ) | ||||
Property and equipment, net | $ | 14,246 | $ | 7,281 | ||||
Accrued_Liabilities
Accrued Liabilities | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Payables and Accruals [Abstract] | ' | |||||||
Accrued Liabilities | ' | |||||||
Accrued liabilities | ||||||||
Accrued liabilities consisted of the following (in thousands): | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Rebates and other sales deductions | $ | 38,772 | $ | 29,235 | ||||
Employee compensation and benefits | 31,829 | 24,900 | ||||||
Sales returns reserve | 21,110 | 26,385 | ||||||
Royalties | 6,082 | 3,271 | ||||||
Professional fees | 5,675 | 2,163 | ||||||
Other | 16,250 | 18,712 | ||||||
Total accrued liabilities | $ | 119,718 | $ | 104,666 | ||||
Goodwill_and_Intangible_Assets
Goodwill and Intangible Assets | 12 Months Ended | |||||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||||||||
Goodwill and Intangible Assets | ' | |||||||||||||||||||||||||
Goodwill and Intangible Assets | ||||||||||||||||||||||||||
The gross carrying amount of goodwill was as follows (in thousands): | ||||||||||||||||||||||||||
Balance at December 31, 2012 | $ | 442,600 | ||||||||||||||||||||||||
Foreign exchange | 7,856 | |||||||||||||||||||||||||
Balance at December 31, 2013 | $ | 450,456 | ||||||||||||||||||||||||
The gross carrying amounts and net book values of our intangible assets were as follows (in thousands): | ||||||||||||||||||||||||||
December 31, 2013 | December 31, 2012 | |||||||||||||||||||||||||
Remaining | Gross | Accumulated | Net Book | Gross | Accumulated | Net Book | ||||||||||||||||||||
Weighted- | Carrying | Amortization | Value | Carrying | Amortization | Value | ||||||||||||||||||||
Average Useful | Amount | Amount | ||||||||||||||||||||||||
Life | ||||||||||||||||||||||||||
(In years) | ||||||||||||||||||||||||||
Acquired developed technologies | 11.5 | $ | 957,089 | $ | (179,225 | ) | $ | 777,864 | $ | 930,834 | $ | (97,578 | ) | $ | 833,256 | |||||||||||
Trademarks | 1 | 2,600 | (2,327 | ) | 273 | 2,600 | (2,054 | ) | 546 | |||||||||||||||||
Total finite-lived intangible assets | 959,689 | (181,552 | ) | 778,137 | 933,434 | (99,632 | ) | 833,802 | ||||||||||||||||||
Acquired IPR&D assets | 34,259 | — | 34,259 | 36,150 | — | 36,150 | ||||||||||||||||||||
Total intangible assets | $ | 993,948 | $ | (181,552 | ) | $ | 812,396 | $ | 969,584 | $ | (99,632 | ) | $ | 869,952 | ||||||||||||
Our two most significant intangible assets are related to Erwinaze/Erwinase, which we acquired in the EUSA Acquisition, and Prialt® (ziconotide) intrathecal infusion, which we acquired in the Azur Merger. The net book values of these assets as of December 31, 2013 were $458.7 million and $199.5 million, respectively. | ||||||||||||||||||||||||||
The increase in the gross carrying amount of intangible assets in 2013 reflects the positive impact of foreign currency exchange which is primarily due to the strengthening of the Euro against the U.S. dollar. | ||||||||||||||||||||||||||
Based on finite-lived intangible assets recorded as of December 31, 2013, and assuming the underlying assets will not be impaired in the future and that we will not change the expected lives of the assets, future amortization costs were estimated as follows (in thousands): | ||||||||||||||||||||||||||
Year Ending December 31, | Estimated Amortization Expense | |||||||||||||||||||||||||
2014 | $ | 82,865 | ||||||||||||||||||||||||
2015 | 76,816 | |||||||||||||||||||||||||
2016 | 72,486 | |||||||||||||||||||||||||
2017 | 72,395 | |||||||||||||||||||||||||
2018 | 72,326 | |||||||||||||||||||||||||
Thereafter | 401,249 | |||||||||||||||||||||||||
Total | $ | 778,137 | ||||||||||||||||||||||||
In 2012, we sold the women’s health business, a component of the acquired Azur Pharma business. Intangible assets related to the women’s health business had a net book value of $41.4 million. Please see Note 18 for information regarding discontinued operations. |
LongTerm_Debt
Long-Term Debt | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Debt Disclosure [Abstract] | ' | |||
Long-Term Debt | ' | |||
Long-Term Debt | ||||
Amendment of Credit Facility and Term Loan Refinancing | ||||
In June 2012, Jazz Pharmaceuticals plc, as guarantor, and certain of its wholly owned subsidiaries, as borrowers, entered into a credit agreement providing for $475.0 million principal amount of term loans and a $100.0 million revolving credit facility. On June 13, 2013, we amended the credit agreement to provide for $557.2 million principal amount of new term loans and a $200.0 million revolving credit facility that replaced the $100.0 million revolving credit facility. We used a portion of the proceeds from these new term loans to refinance in full the $457.2 million aggregate principal amount of outstanding term loans under the credit agreement prior to the amendment. As a result of the June 2013 amendment, interest rate margins on the term loans and the revolving loans were reduced by 150 basis points. | ||||
Scheduled maturities with respect to the term loans principal outstanding as of December 31, 2013 were as follows (in thousands): | ||||
Year ending December 31, | Scheduled Term Loan Maturities | |||
2014 | $ | 5,572 | ||
2015 | 5,572 | |||
2016 | 5,572 | |||
2017 | 5,572 | |||
2018 | 532,114 | |||
Total | $ | 554,402 | ||
The 2013 refinancing of the term loans involved multiple lenders who were considered members of a loan syndicate. In determining whether the refinancing was to be accounted for as a debt extinguishment or modification, we considered whether the creditors remained the same or changed and whether the change in debt terms was substantial. The debt terms were considered substantially different if the present value of the cash flows of the term loans under the credit agreement, as amended, was at least 10% different from the present value of the remaining cash flows of the original term loans, or the 10% Test. We performed a separate 10% Test for each individual creditor participating in the loan syndication. The loans of creditors who did not participate in the refinanced term loans were accounted for as a debt extinguishment. When there was a change in principal balance for individual creditors, in applying the 10% Test, we used the cash flows related to the lowest common principal balance, or the Net Method. Under the Net Method, any principal in excess of a creditor’s reinvested principal balance was treated as a new, separate debt issuance, and any decrease in principal was treated as a partial extinguishment of debt. | ||||
For debt considered to be extinguished, the unamortized deferred financing costs and unamortized original issue discount associated with the extinguished debt were expensed. For debt considered to be modified, the unamortized deferred financing costs and unamortized original issue discount associated with the modified debt continue to be amortized, new creditor fees were capitalized and new third party fees were expensed. For new creditors, new creditor fees and new third party fees were capitalized. Deferred financing costs of $11.7 million and an original issue discount of $4.9 million were associated with the 2013 refinancing and are being amortized to interest expense using the interest method over the life of the term loans under the credit agreement. | ||||
As the borrowing capacity relating to each creditor under the revolving credit facility after giving effect to the June 2013 amendment was greater than that under the original revolving credit facility, unamortized deferred financing costs, new creditor fees and new third party fees, totaling $4.7 million, were associated with the new arrangement and were deferred and are being amortized to interest expense on a straight-line basis over the life of the facility. As of December 31, 2013, we had not borrowed under the revolving credit facility. | ||||
The refinancing resulted in a $3.7 million charge in 2013, which was comprised of $2.7 million related to the expensing of unamortized deferred financing costs and unamortized original issue discount associated with extinguished debt and $1.0 million related to new third party fees associated with modified debt. | ||||
As of December 31, 2013, the interest rate on the term loans outstanding under the credit agreement was 3.5%. Interest expense associated with these term loans is recorded using the interest method and includes non-cash interest related to the amortization of the debt discount and debt issuance costs. As of December 31, 2013, the effective interest rate on the term loans outstanding was 4.3%. As of December 31, 2013, the current portion of the carrying amount of the term loans outstanding was $5.6 million and the non-current portion was $544.4 million. | ||||
In 2011, we terminated a credit agreement and repaid a term loan in full and as a result, we recorded a loss on extinguishment of debt of $1.2 million, which consisted of a $0.8 million non-cash charge related to the write-off of unamortized debt issuance costs and a debt discount and the remainder related to a prepayment penalty and a termination fee. | ||||
On January 23, 2014, we entered into a second amendment to the credit agreement to provide for (i) a tranche of incremental term loans in the aggregate principal amount of $350.0 million, (ii) a tranche of term loans to refinance the $554.4 million aggregate principal amount of term loans previously outstanding under the amended credit agreement, or the prior term loans, in their entirety and (iii) a $425.0 million revolving credit facility that replaces the $200.0 million revolving credit facility. We used the proceeds from the incremental term loans and $300.0 million of loans under the revolving credit facility together with cash on hand, to purchase the Gentium ordinary stock and American Depositary Shares properly tendered and accepted for payment on the January 22, 2014 expiration of the initial tender offer period relating to the Gentium Acquisition. Please see Note 20 for additional information regarding this acquisition. The January 2014 amendment also reduced the interest rate margins on the terms loans by 25 basis points. | ||||
The term loans under the credit agreement, as amended in January 2014, mature on June 12, 2018 and the revolving credit facility terminates, and any loans outstanding thereunder become due and payable on, June 12, 2017. | ||||
The term loans under the credit agreement, as amended in January 2014, bear interest, at our option, at a rate equal to either the LIBOR, plus an applicable margin of 2.50% per annum (subject to a 0.75% LIBOR floor), or the prime lending rate, plus an applicable margin equal to 1.50% per annum (subject to a 1.75% prime rate floor). Borrowings under the new revolving credit facility bear interest, at our option, at a rate equal to either the LIBOR, plus an applicable margin of 2.50% per annum, or the prime lending rate, plus an applicable margin equal to 1.50% per annum, subject to reduction by 0.25% or 0.50% based upon our secured leverage ratio. The revolving credit facility has a commitment fee payable on the undrawn amount ranging from 0.25% to 0.50% per annum based upon our secured leverage ratio. | ||||
The borrowers’ obligations under the credit agreement, as amended in January 2014, and any hedging or cash management obligations entered into with a lender or an affiliate of a lender are guaranteed by us and certain of our subsidiaries and are secured by substantially all of our, the borrower’s and the subsidiary guarantors’ assets. | ||||
We may make voluntary prepayments of principal at any time without payment of a premium except that a 1% premium | ||||
would apply to any repricing of the term loans effected on or prior to July 23, 2014. We are required to make mandatory prepayments of the term loans (without payment of a premium) with (1) net cash proceeds from certain non-ordinary course asset sales (subject to reinvestment rights and other exceptions), (2) net cash proceeds from issuances of debt (other than certain permitted debt), (3) beginning with the fiscal year ending December 31, 2014, 50% of our excess cash flow as defined in the amended credit agreement (subject to decrease to 25% if our secured leverage ratio is equal to or less than 2.25 to 1.00 and greater than 1.25 to 1.00 or 0% if our secured leverage ratio is equal to or less than 1.25 to 1.00), and (4) casualty proceeds and condemnation awards (subject to reinvestment rights and other exceptions). | ||||
Principal repayments of the term loans are due quarterly beginning in March 2014 and are equal to 1.0% per annum of the original principal amount of $904.4 million with any remaining balance payable on the final maturity date. | ||||
The credit agreement contains customary representations and warranties and customary affirmative and negative covenants applicable to Jazz Pharmaceuticals plc and its restricted subsidiaries, including, among other things, restrictions on indebtedness, liens, investments, mergers, dispositions, prepayment of other indebtedness and dividends and other distributions. The credit agreement contains a financial covenant that requires Jazz Pharmaceuticals plc and its restricted subsidiaries to maintain a maximum secured leverage ratio. We were, as of December 31, 2013, and are currently in compliance with this financial covenant. |
Deferred_Revenue
Deferred Revenue | 12 Months Ended |
Dec. 31, 2013 | |
Other Liabilities [Abstract] | ' |
Deferred Revenue | ' |
Deferred Revenue | |
We have an agreement with UCB under which UCB has the right to market Xyrem for certain indications in various countries outside of the United States. We recognized contract revenues of $1.1 million during each of 2013, 2012, and 2011 relating to two upfront payments received from UCB in 2006 totaling $15.0 million. As of December 31, 2013, $6.8 million was recorded as deferred revenues related to this agreement, of which $1.1 million is a current liability. The deferred revenue balance is being recognized ratably through 2019. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||||||||||
Commitments and Contingencies | ' | |||||||||||
Commitments and Contingencies | ||||||||||||
Indemnification | ||||||||||||
In the normal course of business, we enter into agreements that contain a variety of representations and warranties and provide for general indemnification, including indemnification associated with product liability or infringement of intellectual property rights. Our exposure under these agreements is unknown because it involves future claims that may be made but have not yet been made against us. To date, we have not paid any claims or been required to defend any action related to these indemnification obligations. | ||||||||||||
We have agreed to indemnify our officers, directors and certain other employees for losses and costs incurred in connection with certain events or occurrences, including advancing money to cover certain costs, subject to certain limitations. The maximum potential amount of future payments we could be required to make under the indemnification obligations is unlimited; however, we maintain insurance policies that may limit our exposure and may enable us to recover a portion of any future amounts paid. Assuming the applicability of coverage, the willingness of the insurer to assume coverage, and subject to certain retention, loss limits and other policy provisions, we believe the fair value of these indemnification obligations is not significant. Accordingly, we have not recognized any liabilities relating to these obligations as of December 31, 2013 and December 31, 2012. No assurances can be given that the covering insurers will not attempt to dispute the validity, applicability, or amount of coverage without expensive litigation against these insurers, in which case we may incur substantial liabilities as a result of these indemnification obligations. | ||||||||||||
Lease and Other Commitments | ||||||||||||
We have noncancelable operating leases for our office buildings and we are obligated to make payments under noncancelable operating leases for automobiles used by our sales force. | ||||||||||||
Rent expense under all operating leases was as follows (in thousands): | ||||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Rent expense | $ | 6,213 | $ | 3,074 | $ | 2,593 | ||||||
Future minimum lease payments under our noncancelable operating leases at December 31, 2013, were as follows (in thousands): | ||||||||||||
Year ending December 31, | Lease | |||||||||||
Payments | ||||||||||||
2014 | $ | 9,760 | ||||||||||
2015 | 9,131 | |||||||||||
2016 | 6,415 | |||||||||||
2017 | 3,192 | |||||||||||
2018 | 681 | |||||||||||
Thereafter | 130 | |||||||||||
Total | $ | 29,309 | ||||||||||
In 2013, we entered into a new operating lease agreement for additional office space in Palo Alto for a term of three years with an option to extend for one additional year and we amended and extended the operating lease for our existing Philadelphia office building for additional space for a term of five years. | ||||||||||||
As of December 31, 2013, we had $52.0 million of noncancelable purchase commitments due within one year, primarily related to agreements with third party manufacturers. | ||||||||||||
Legal Proceedings | ||||||||||||
We are involved in several legal proceedings, including the following matters: | ||||||||||||
Xyrem ANDA Matters: On October 18, 2010, we received a Paragraph IV Patent Certification notice, or Paragraph IV Certification, from Roxane Laboratories, Inc., or Roxane, that it had submitted an ANDA to the FDA requesting approval to market a generic version of Xyrem. Roxane’s Paragraph IV Certification alleged that all five patents then listed for Xyrem in the FDA’s publication “Approved Drug Products with Therapeutic Equivalence Evaluations,” or Orange Book, on the date of the Paragraph IV Certification are invalid, unenforceable or not infringed by Roxane’s proposed generic product. On November 22, 2010, we filed a lawsuit against Roxane in response to Roxane’s Paragraph IV Certification in the United States District Court for the District of New Jersey, or the District Court. We are seeking a permanent injunction to prevent Roxane from introducing a generic version of Xyrem that would infringe our patents. Additional patents covering Xyrem have issued since the original suit was filed, and cases involving these patents have been consolidated with the original action. In December 2013, the District Court permitted Roxane to amend its Answer in the consolidated case to allege additional equitable defenses, and the parties have been given additional time for discovery on those new defenses. Although no trial date for the consolidated case has been scheduled, based on the current scheduling order, we anticipate that trial in the consolidated case could occur as early as late in the fourth quarter of 2014. However, the actual timing of events in this litigation may be significantly earlier or later than contemplated by the scheduling order, and we cannot predict the timing or outcome of events in this litigation. In accordance with the Drug Price Competition and Patent Term Restoration Act of 1984, or the Hatch-Waxman Act, as a result of our having filed a timely lawsuit against Roxane, FDA approval of Roxane’s ANDA had been stayed until April 18, 2013, which was 30 months after our October 18, 2010 receipt of Roxane’s Paragraph IV Certification, but that stay has expired. We cannot predict the timing or outcome of this matter. | ||||||||||||
On December 10, 2012, we received a Paragraph IV Certification from Amneal Pharmaceuticals, LLC, or Amneal, that it had submitted an ANDA to the FDA requesting approval to market a generic version of Xyrem. Amneal’s Paragraph IV Certification alleged that seven patents listed for Xyrem in the Orange Book are not infringed by Amneal’s proposed generic product. Amneal’s Paragraph IV Certification further alleged that an eighth patent listed in the Orange Book for Xyrem is invalid. On December 13, 2012, we received a supplemental Paragraph IV Certification alleging that a ninth patent listed in the Orange Book for Xyrem is invalid. On January 18, 2013, we filed a lawsuit against Amneal in response to Amneal’s Paragraph IV Certifications in the District Court. An additional patent covering Xyrem issued since the original suit was filed and the case involving this patent has been consolidated with the original case. We are seeking a permanent injunction to prevent Amneal from introducing a generic version of Xyrem that would infringe our patents. In accordance with the Hatch-Waxman Act, as a result of having filed a timely lawsuit against Amneal, FDA approval of Amneal’s ANDA will be stayed until the earlier of (i) June 10, 2015, which is 30 months after our receipt of Amneal’s Paragraph IV Certification on December 10, 2012, or (ii) a District Court decision finding that the identified patents are invalid, unenforceable or not infringed. We cannot predict the timing or outcome of this matter. | ||||||||||||
On November 21, 2013, we received a Paragraph IV Certification from Par Pharmaceutical, Inc., or Par, that it had submitted an ANDA to the FDA requesting approval to market a generic version of Xyrem. Par’s Paragraph IV Certification alleged that ten patents listed in the Orange Book for Xyrem are invalid, unenforceable, and/or will not be infringed by Par’s proposed generic product. On December 27, 2013, we filed a lawsuit against Par in the United States District Court, in response to Par’s Paragraph IV notice. We are seeking a permanent injunction to prevent Par from introducing a generic version of Xyrem that would infringe our patents. In accordance with the Hatch-Waxman Act, as a result of having filed a timely lawsuit against Par, FDA approval of Par’s ANDA will be stayed until the earlier of (i) May 21, 2016, which is 30 months after our receipt of Par’s Paragraph IV Certification on November 21, 2013, or (ii) a District Court decision finding that the identified patents are invalid, unenforceable or not infringed. We cannot predict the timing or outcome of this matter. | ||||||||||||
FazaClo ANDA Matters: Azur Pharma received Paragraph IV Certifications from three generics manufacturers, Barr Laboratories, Inc., or Barr, Novel Laboratories, Inc., or Novel, and Mylan Pharmaceuticals, Inc., or Mylan, indicating that ANDAs had been filed with the FDA requesting approval to market generic versions of FazaClo® (clozapine, USP) LD orally disintegrating clozapine tablets. Azur Pharma and CIMA Labs Inc., or CIMA, a subsidiary of Teva Pharmaceutical Industries Limited, or Teva, our licensor and the entity whose drug-delivery technology is incorporated into FazaClo LD, filed a lawsuit in response to each certification claiming infringement based on such certification against Barr on August 21, 2008, against Novel on November 25, 2008, and against Mylan on July 23, 2010. Each case was filed in the United States District Court for the District of Delaware. On July 6, 2011, CIMA, Azur Pharma and Teva, which had acquired Barr, entered into an agreement settling the patent litigation and Azur Pharma granted a sublicense to an affiliate of Teva of Azur Pharma’s rights to have manufactured, market and sell a generic version of both FazaClo LD and FazaClo HD, as well as an option for supply of authorized generic product. The sublicense for FazaClo LD commenced in July 2012, and the sublicense for FazaClo HD will commence in May 2015, or earlier upon the occurrence of certain events. Teva exercised its option for supply of an authorized generic product for FazaClo LD and launched the authorized generic product at the end of August 2012. The Novel and Mylan matters have been stayed pending reexamination of the patents in the lawsuits. In September 2013 and January 2014, reexamination certificates were issued for the two patents-in-suit, with the claims of the patents confirmed, and the parties have requested that the stay of litigation be lifted. We cannot predict the timing or outcome of this litigation. | ||||||||||||
Cutler Matter: On October 19, 2011, Dr. Neal Cutler, one of the original owners of FazaClo, filed a complaint against Azur Pharma and one of its subsidiaries, as well as Avanir Pharmaceuticals, Inc., or Avanir, in the California Superior Court in the County of Los Angeles, or the Superior Court. The complaint alleges that Azur Pharma and its subsidiary breached certain contractual obligations. Azur Pharma acquired rights to FazaClo from Avanir in 2007. The complaint alleges that as part of the acquisition of FazaClo, Azur Pharma’s subsidiary agreed to assume certain contingent payment obligations to Dr. Cutler. The complaint further alleges that certain contingent payments are due because revenue thresholds have been achieved, entitling Dr. Cutler to either a $10.5 million or $25.0 million contingent payment, plus unspecified punitive damages and attorneys’ fees. In March 2012, the Superior Court granted our petition to compel arbitration of the dispute in New York and stayed the Superior Court litigation. In July 2012, the arbitrator dismissed the arbitration on the grounds that the parties’ dispute falls outside of the scope of the arbitration clause in the applicable contract. That ruling was affirmed by the California Court of Appeal in January 2014, and the case was remanded to Superior Court. We cannot predict the timing or outcome of this litigation. | ||||||||||||
Shareholder Litigation Matter: In January 2014, we became aware of a purported class action lawsuit filed in the Southern District of New York in connection with the Gentium Acquisition. The lawsuit, captioned Xavion Jyles, Individually and on Behalf of All Others Similarly Situated v. Gentium S.P.A. et al., names Gentium, each of the Gentium’s directors, us and our Italian subsidiary as defendants. The lawsuit alleges, among other things, that Gentium’s directors breached their fiduciary duties to Gentium’s shareholders in connection with a tender offer agreement that Gentium entered into with us and our Italian subsidiary valuing Gentium ordinary shares and ADSs at $57.00 per share, and that we and our Italian subsidiary violated Sections 14(e) and 20(a) of the Exchange Act by allegedly overseeing Gentium’s preparation of an allegedly false and misleading Section 14D-9 Solicitation/Recommendation Statement. The lawsuit seeks, among other relief, class action status, rescission, and unspecified costs, attorneys’ fees and other expenses. We cannot predict the timing or outcome of this matter. | ||||||||||||
From time to time we are involved in legal proceedings arising in the ordinary course of business. We believe there is no other litigation pending that could have, individually or in the aggregate, a material adverse effect on our results of operations or financial condition. | ||||||||||||
Other Contingencies | ||||||||||||
We have not previously submitted pricing data for our two radiopharmaceutical products, ProstaScint and Quadramet, for Medicaid and 340B programs. We have been engaged in interactions with the Centers for Medicare and Medicaid Services, or CMS, and a trade group, the Council on Radionuclides and Radiopharmaceuticals, or CORAR, regarding the reporting of Medicaid pricing data and paying Medicaid rebates for radiopharmaceutical products. For ProstaScint, we plan to begin making any required reports when CMS provides guidance on this requirement and reporting methodology, which is currently expected in 2014. We sold Quadramet to a third party in December 2013, but have retained any liabilities related to sales of the product during prior periods. In addition to the discussions with CMS as part of CORAR, we have had separate discussions with CMS directly regarding Quadramet. We are currently unable to predict whether price reporting and rebates will be required for ProstaScint and Quadramet and if so, for what period they will be required. The initiation of any reporting of Medicaid pricing data for ProstaScint and Quadramet could result in retroactive 340B ceiling price liability for these two products as well as prospective 340B ceiling price obligations for ProstaScint. We are currently unable to reasonably estimate an amount or range of a contingent loss. Any material liability resulting from radiopharmaceutical price reporting would negatively impact our financial results. |
Shareholders_Equity
Shareholders' Equity | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Stockholders' Equity Note [Abstract] | ' | ||||||||
Shareholders' Equity | ' | ||||||||
Shareholders’ Equity | |||||||||
Share Repurchase Program | |||||||||
In May 2013, our board of directors authorized a share repurchase program pursuant to which we may repurchase a number of ordinary shares having an aggregate repurchase price of up to $200 million, exclusive of any brokerage commissions. The authorization became effective immediately and has no set expiration date. Under this authorization, we may repurchase our ordinary shares through open market purchases, privately negotiated purchases or a combination of these transactions. The timing and amount of repurchases will depend on a variety of factors, including the price of our ordinary shares, alternative investment opportunities, restrictions under the amended credit agreement, corporate and regulatory requirements and market conditions. Share repurchases may be suspended or discontinued at any time without prior notice. We initiated purchases under this program in May 2013. In 2013, we spent a total of $136.5 million to repurchase 1.8 million of our ordinary shares at an average total purchase price, including commissions, of $74.67 per share. All ordinary shares repurchased by the company were canceled. As of December 31, 2013, the remaining amount authorized under the share repurchase program was $63.6 million. | |||||||||
Additional Paid-in Capital | |||||||||
In April 2013, the Irish High Court approved a $1.6 billion reduction of the share premium account of Jazz Pharmaceuticals plc to offset its accumulated deficit, with the resulting reserve to be treated as distributable reserves of our parent company. This transaction impacted our parent company balance sheet only and had no impact on our U.S. GAAP consolidated balance sheet. | |||||||||
Authorized But Unissued Ordinary Shares | |||||||||
We had reserved the following shares of authorized but unissued ordinary shares (in thousands): | |||||||||
As of | |||||||||
December 31, 2013 | |||||||||
2011 Equity Incentive Plan | 8,917 | ||||||||
2007 Equity Incentive Plan | 988 | ||||||||
2007 Employee Stock Purchase Plan | 704 | ||||||||
Amended and Restated 2007 Non-Employee Directors Stock Option Plan | 374 | ||||||||
Amended and Restated Directors Deferred Compensation Plan | 183 | ||||||||
Exercise of warrants | 1,552 | ||||||||
Total | 12,718 | ||||||||
Warrants | |||||||||
As of December 31, 2013, we had ordinary shares issuable under the following warrants (in thousands): | |||||||||
Warrants Issued | Expiration Date | Ordinary Shares | Exercise Price | ||||||
Warrants issued in 2008 in conjunction with registered direct public offering | July 20, 2014 | 604 | $ | 7.37 | |||||
Warrants issued in 2009 in conjunction with private placement | July 5, 2016 | 948 | $ | 4 | |||||
1,552 | |||||||||
The fair values of these warrants were recorded in shareholders’ equity when they were originally issued. |
Comprehensive_Income
Comprehensive Income | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Comprehensive Income (Loss) Note [Abstract] | ' | |||||||
Comprehensive Income | ' | |||||||
Comprehensive Income | ||||||||
Comprehensive income includes net income and all changes in shareholders’ equity during a period, except for those changes resulting from investments by shareholders or distributions to shareholders. | ||||||||
Accumulated Other Comprehensive Income | ||||||||
The components of accumulated other comprehensive income at December 31, 2013 and December 31, 2012 were as follows (in thousands): | ||||||||
Foreign Currency Translation Adjustments | Total Accumulated Other Comprehensive Income | |||||||
Balance at December 31, 2012 | $ | 31,046 | $ | 31,046 | ||||
Other comprehensive income | 25,107 | 25,107 | ||||||
Balance at December 31, 2013 | $ | 56,153 | $ | 56,153 | ||||
During 2013, other comprehensive income reflects foreign currency translation adjustments which are primarily due to the strengthening of the Euro against the U.S. dollar. |
ShareBased_Compensation
Share-Based Compensation | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||
Share-Based Compensation | ' | ||||||||||||
Share-Based Compensation | |||||||||||||
2011 Equity Incentive Plan | |||||||||||||
In connection with the Azur Merger, Jazz Pharmaceuticals, Inc.’s board of directors adopted the 2011 Equity Incentive Plan, or the 2011 Plan, in October 2011 and its stockholders approved the 2011 Plan at the special meeting of the stockholders held in December 2011 in connection with the Azur Merger. The 2011 Plan became effective immediately before the consummation of the Azur Merger and was assumed and adopted by us upon the consummation of the Azur Merger. The terms of the 2011 Plan provide for the grant of stock options, stock appreciation rights, restricted stock awards, RSUs, other stock awards, and performance awards that may be settled in cash, shares, or other property. All of the grants under the 2011 Plan were granted to employees and vest ratably over service periods of 4 years and expire no more than 10 years after the date of grant. As of December 31, 2013, a total of 10,945,888 of our ordinary shares had been authorized for issuance under the 2011 Plan. In addition, the share reserve under the 2011 Plan will automatically increase on January 1 of each year through January 1, 2022, by the least of (a) 4.5% of the total number of ordinary shares outstanding on December 31 of the preceding calendar year, (b) 5,000,000 shares, or (c) such lesser number of ordinary shares as determined by our board of directors. On January 1, 2014, the share reserve under the 2011 Plan automatically increased by 2,603,448 ordinary shares pursuant to this provision. | |||||||||||||
2007 Equity Incentive Plan | |||||||||||||
The 2007 Equity Incentive Plan, or the 2007 Plan, which was initially adopted by the Jazz Pharmaceuticals, Inc. board of directors and approved by the Jazz Pharmaceuticals, Inc. stockholders in connection with its initial public offering, was continued and assumed by us upon consummation of the Azur Merger. The 2007 Plan provided for the grant of incentive stock options, nonstatutory stock options, restricted stock awards, RSUs, stock appreciation rights, performance stock awards and other forms of equity compensation to employees, including officers, non-employee directors and consultants. Prior to the consummation of the Azur Merger, all of the grants under the 2007 Plan were granted to employees and vest ratably over service periods of three to five years and expire no more than 10 years after the date of grant. Effective as of the closing of the Azur Merger on January 18, 2012, the number of shares reserved for issuance under the 2007 Plan was set to 1,000,000 ordinary shares. The share reserve under the 2007 Plan will not automatically increase. Since the Azur Merger, all of the new grants under the 2007 Plan were granted to non-employee directors and vest ratably over service periods of one to three years and expire no more than 10 years after the date of grant. | |||||||||||||
2007 Employee Stock Purchase Plan | |||||||||||||
In 2007, Jazz Pharmaceuticals, Inc.’s employees became eligible to participate in the Employee Stock Purchase Plan, or ESPP. The ESPP was amended and restated by Jazz Pharmaceuticals, Inc.’s board of directors in October 2011 and approved by its stockholders in December 2011. The amended and restated ESPP became effective immediately prior to the effective time of the Azur Merger and was assumed by us upon the consummation of the Azur Merger. The amended and restated ESPP allows our eligible employee participants (including employees of any of a parent or subsidiary company if our board of directors designates such company as eligible to participate) to purchase our ordinary shares at a discount of 15% through payroll deductions. The ESPP consists of a fixed offering period of 24 months with four purchase periods within each offering period. The number of shares available for issuance under our ESPP during any six month purchase period is 175,000 shares. As of December 31, 2013, a total of 2,660,000 of our ordinary shares had been authorized for issuance under the ESPP. The share reserve under the ESPP will automatically increase on January 1 of each year through January 1, 2022, by the least of (a) 1.5% of the total number of ordinary shares outstanding on December 31 of the preceding calendar year, (b) 1,000,000 shares, or (c) such lesser number of ordinary shares as determined by our board of directors. Our compensation committee determined not to automatically increase the share reserve under the ESPP on January 1, 2014. | |||||||||||||
Amended and Restated 2007 Non-Employee Directors Stock Option Plan | |||||||||||||
The Amended and Restated 2007 Non-Employee Directors Stock Option Plan, or the 2007 Directors Option Plan, which was initially adopted by the Jazz Pharmaceuticals, Inc. board of directors and approved by the Jazz Pharmaceuticals, Inc. stockholders in connection with its initial public offering, was continued and assumed by us upon the consummation of the Azur Merger. Until October 2011, the 2007 Directors Option Plan provided for the automatic grant of nonstatutory stock options to purchase shares of Jazz Pharmaceuticals, Inc.’s common stock to its non-employee directors initially at the time any individual first became a non-employee director, which vest over three years, and then annually over their period of service on its board of directors, which vest over one year. On October 24, 2011, Jazz Pharmaceuticals, Inc.’s board of directors amended the 2007 Directors Option Plan to eliminate all future initial and annual automatic grants so that future automatic grants would not be made that would be subject to the excise tax imposed by Section 4985 of the Internal Revenue Code of 1986, as amended, in connection with the merger with Azur Pharma. Accordingly, all future stock option grants under the 2007 Directors Option Plan will be at the discretion of our board of directors. Since the date of the Azur Merger and as of the date of this report, our board of directors has approved one grant to a non-employee director under the 2007 Directors Option Plan. In addition, the 2007 Directors Option Plan provides the source of shares to fund distributions made prior to August 15, 2010 under the Directors Deferred Compensation Plan described below. As of December 31, 2013, a total of 777,713 of our ordinary shares had been authorized for issuance under the 2007 Directors Option Plan. The number of shares reserved for issuance under the 2007 Directors Plan automatically increases on each January 1, from January 1, 2008 through (and including) January 1, 2017, by the excess of (a) the number of shares subject to options granted, over (b) the number of shares added back to the share reserve, in each case, during the preceding calendar year under the 2007 Directors Plan; provided, that, for any year, the automatic increase may not exceed 200,000 shares and the board of directors may approve a lesser, or no, automatic increase. On January 1, 2014, the share reserve under the 2007 Directors Option Plan automatically increased by 60,000 ordinary shares pursuant to this provision. | |||||||||||||
Amended and Restated Directors Deferred Compensation Plan | |||||||||||||
In May 2007, the Jazz Pharmaceuticals, Inc. board of directors adopted the Directors Deferred Compensation Plan, or the Directors Deferred Plan, which was amended in December 2008 and was then amended and restated in August 2010, and which was continued and assumed by us upon consummation of the Azur Merger. The Directors Deferred Plan allows each non-employee director to elect to defer receipt of all or a portion of his or her annual retainer fees to a future date or dates. Amounts deferred under the Directors Deferred Plan are credited as shares of Jazz Pharmaceuticals, Inc.’s common stock (or our ordinary shares following the Azur Merger) to a phantom stock account, the number of which are based on the amount of the retainer fees deferred divided by the market value of Jazz Pharmaceuticals, Inc.’s common stock (or our ordinary shares following the Azur Merger) on the first trading day of the first open window period following the date the retainer fees are deemed earned. On the 10th business day following the day of separation from the board of directors or the occurrence of a change in control, or as soon thereafter as practical once the non-employee director has provided the necessary information for electronic deposit of the deferred shares, each non-employee director will receive (or commence receiving, depending upon whether the director has elected to receive distributions from his or her phantom stock account in a lump sum or in installments over time) a distribution of his or her phantom stock account, in our ordinary shares (i) reserved under the 2007 Directors Option Plan prior to August 15, 2010 and (ii) from a new reserve of 200,000 shares set up under the Directors Deferred Plan on August 15, 2010. Although we continue to maintain the Directors Deferred Plan, since the consummation of the Azur Merger we have not permitted and will not permit the non-employee directors to defer any annual retainer fees under the Directors Deferred Plan. We recorded no expense in 2013 and in 2012 related to retainer fees earned and deferred, and in 2011 we incurred expense of $0.4 million. As of December 31, 2013, 19,170 of our ordinary shares which were unissued related to retainer fees that were deferred under the Directors Deferred Plan. | |||||||||||||
Share-Based Compensation | |||||||||||||
The table below shows, for all share option grants, the weighted-average assumptions used in the Black-Scholes option pricing model and the resulting weighted-average grant date fair value of share options granted in each of the past three years: | |||||||||||||
Year Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Grant date fair value | $ | 29.09 | $ | 25.28 | $ | 17.38 | |||||||
Volatility | 58 | % | 64 | % | 72 | % | |||||||
Expected term (years) | 4.4 | 4.6 | 5.2 | ||||||||||
Range of risk-free rates | 0.5-1.4% | 0.5-1.1% | 0.0-2.7% | ||||||||||
Expected dividend yield | — | % | — | % | — | % | |||||||
Since 2012, we rely on a blend of the historical and implied volatilities of our own ordinary shares to determine expected volatility for share option grants because our trading history exceeds the expected term of the share options. Prior to 2012, we used a blend of the historical volatility and implied volatility of our ordinary shares, as well as the historical volatility of a peer group, to determine expected volatility for share option grants, and we used the implied volatility of our ordinary shares for grants under our ESPP. We included consideration of the historical volatility of a peer group to estimate expected volatility for share option grants since the trading history of our ordinary shares was less than the expected term of the share options. In addition, we use a single volatility estimate for each share option grant. The weighted average volatility is determined by calculating the weighted average of volatilities for all share options granted in a given year. | |||||||||||||
The expected term of share option grants represents the weighted-average period the awards are expected to remain outstanding and our estimates were based on historical exercise data. The risk-free interest rate assumption was based on zero coupon U.S. Treasury instruments whose term was consistent with the expected term of our share option grants. The expected dividend yield assumption was based on our history and expectation of dividend payouts. | |||||||||||||
Share-based compensation expense in continuing operations related to share options, RSUs, ordinary shares credited to the directors’ phantom share accounts and grants under our ESPP was as follows (in thousands): | |||||||||||||
Year Ended December 31, | |||||||||||||
2013 | 2012 | 2011(1) | |||||||||||
Selling, general and administrative | $ | 35,674 | $ | 18,950 | $ | 15,592 | |||||||
Research and development | 6,673 | 2,640 | 4,488 | ||||||||||
Cost of product sales | 2,204 | 1,416 | 624 | ||||||||||
Total share-based compensation expense, pre-tax | 44,551 | 23,006 | 20,704 | ||||||||||
Tax benefit from share-based compensation expense | (13,822 | ) | (7,499 | ) | — | ||||||||
Total share-based compensation expense, net of tax | $ | 30,729 | $ | 15,507 | $ | 20,704 | |||||||
_________________________ | |||||||||||||
-1 | Includes expense of $7.3 million related to the acceleration of vesting in December 2011 of certain non-qualified share options held by 17 executives and non-employee directors in connection with the Azur Merger, of which $6.9 million was recorded in selling, general and administrative and $0.4 million was recorded in research and development. | ||||||||||||
We realized tax benefits related to share option exercises of $6.7 million and $18.3 million in 2013 and 2012, respectively, and none in 2011. | |||||||||||||
Share Options | |||||||||||||
The following table summarizes information as of December 31, 2013 and activity during 2013 related to our share option plans: | |||||||||||||
Shares | Weighted- | Weighted- | Aggregate | ||||||||||
Subject to | Average | Average | Intrinsic | ||||||||||
Outstanding | Exercise | Remaining | Value | ||||||||||
Options | Price | Contractual | (In thousands) | ||||||||||
(In thousands) | Term (Years) | ||||||||||||
Outstanding at January 1, 2013 | 4,178 | $ | 32.21 | ||||||||||
Options granted | 1,348 | 62.46 | |||||||||||
Options exercised | (904 | ) | 23.13 | ||||||||||
Options forfeited | (316 | ) | 46.44 | ||||||||||
Options expired | — | — | |||||||||||
Outstanding at December 31, 2013 | 4,306 | 42.54 | 7.9 | $ | 361,807 | ||||||||
Vested and expected to vest at December 31, 2013 | 3,988 | 41.53 | 7.8 | 339,073 | |||||||||
Exercisable at December 31, 2013 | 1,590 | 26.09 | 6.6 | 159,704 | |||||||||
Aggregate intrinsic value shown in the table above is equal to the difference between the exercise price of the underlying share options and the fair value of our ordinary shares for share options that were in the money. The aggregate intrinsic value changes based on the fair market value of our ordinary shares. The aggregate intrinsic value of share options exercised was $46.0 million, $106.5 million and $33.5 million, during 2013, 2012 and 2011, respectively. We issued new ordinary shares upon exercise of share options. | |||||||||||||
As of December 31, 2013, total compensation cost not yet recognized related to unvested share options was $53.7 million, which is expected to be recognized over a weighted-average period of 2.6 years. As of December 31, 2013, total compensation cost not yet recognized related to grants under the ESPP was $3.0 million, which is expected to be recognized over a weighted-average period of less than one year. | |||||||||||||
Restricted Stock Units | |||||||||||||
In 2013, we granted RSUs covering an equal number of our ordinary shares to employees with a weighted-average grant date fair value of $61.80. The fair value of RSUs is determined on the date of grant based on the market price of our ordinary shares as of that date. The fair value of the RSUs is recognized as expense ratably over the vesting period of four years. In 2013, 222,000 RSUs were released with 146,000 ordinary shares issued and 76,000 ordinary shares withheld for tax purposes. | |||||||||||||
As of December 31, 2013, total compensation cost not yet recognized related to unvested RSUs was $42.8 million, which is expected to be recognized over a weighted-average period of 2.8 years. | |||||||||||||
The following table summarizes information as of December 31, 2013 and activity during 2013 related to our RSUs: | |||||||||||||
Number of RSUs (in thousands) | Weighted- | Weighted- | Aggregate | ||||||||||
Average | Average | Intrinsic | |||||||||||
Grant-Date | Remaining | Value | |||||||||||
Fair Value | Contractual | (In thousands) | |||||||||||
Term (Years) | |||||||||||||
Outstanding at January 1, 2013 | 956 | $ | 49.04 | ||||||||||
RSUs granted | 585 | 61.8 | |||||||||||
RSUs released | (222 | ) | 49.04 | ||||||||||
RSUs forfeited | (155 | ) | 50.4 | ||||||||||
RSUs expired | — | — | |||||||||||
Outstanding at December 31, 2013 | 1,164 | 55.28 | 1.6 | $ | 147,333 | ||||||||
Segment_and_Other_Information
Segment and Other Information | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Segment Reporting, Disclosure of Other Information about Entity's Reportable Segments [Abstract] | ' | |||||||||||
Segment and Other Information | ' | |||||||||||
Segment and Other Information | ||||||||||||
Our operating segment is reported in a manner consistent with the internal reporting provided to the chief operating decision maker or, CODM. Our CODM has been identified as our chief executive officer. We have determined that we operate in one business segment, which is the development and commercialization of specialty pharmaceutical products. The following table presents a summary of total revenues (in thousands): | ||||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Xyrem | $ | 569,113 | $ | 378,663 | $ | 233,348 | ||||||
Erwinaze | 174,251 | 72,083 | — | |||||||||
Prialt | 27,103 | 26,360 | — | |||||||||
Psychiatry | 49,226 | 76,489 | 33,170 | |||||||||
Other | 45,705 | 26,932 | — | |||||||||
Product sales, net | 865,398 | 580,527 | 266,518 | |||||||||
Royalties and contract revenues | 7,025 | 5,452 | 5,759 | |||||||||
Total revenues | $ | 872,423 | $ | 585,979 | $ | 272,277 | ||||||
The following table presents a summary of total revenues attributed to geographic sources (in thousands): | ||||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
United States | $ | 792,518 | $ | 538,219 | $ | 265,718 | ||||||
Europe | 61,843 | 38,590 | 6,224 | |||||||||
All other | 18,062 | 9,170 | 335 | |||||||||
Total revenues | $ | 872,423 | $ | 585,979 | $ | 272,277 | ||||||
The following table presents a summary of the percentage of total revenues from customers that represented more than 10% of our total revenues: | ||||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Express Scripts | 65 | % | 64 | % | 85 | % | ||||||
Accredo | 16 | % | N/A | N/A | ||||||||
The following table presents total long-lived assets by location (in thousands): | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | |||||||||||
Ireland | $ | 5,799 | $ | 2,437 | ||||||||
United States | 7,734 | 4,451 | ||||||||||
Other | 713 | 393 | ||||||||||
Total long-lived assets (1) | $ | 14,246 | $ | 7,281 | ||||||||
_________________________ | ||||||||||||
-1 | Long-lived assets consist of property and equipment. |
Income_Taxes
Income Taxes | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Income Tax Disclosure [Abstract] | ' | |||||||||||
Income Taxes | ' | |||||||||||
Income Taxes | ||||||||||||
The components of income from continuing operations before the income tax provision (benefit) were as follows (in thousands): | ||||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Republic of Ireland | $ | 186,903 | $ | (73,949 | ) | $ | — | |||||
United States | 132,855 | 250,348 | 124,984 | |||||||||
Other | (11,808 | ) | 956 | — | ||||||||
Total | $ | 307,950 | $ | 177,355 | $ | 124,984 | ||||||
The following table sets forth the details of the income tax provision (benefit) (in thousands): | ||||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Current | ||||||||||||
Republic of Ireland | $ | 17,089 | $ | (10,733 | ) | $ | — | |||||
United States | 71,964 | 33,387 | — | |||||||||
Other | 12,682 | 7,414 | — | |||||||||
Total current income tax | 101,735 | 30,068 | — | |||||||||
Deferred | ||||||||||||
Republic of Ireland | 8,353 | (315 | ) | — | ||||||||
United States | (3,513 | ) | (103,932 | ) | — | |||||||
Other | (14,937 | ) | (9,615 | ) | — | |||||||
Total deferred income tax provision (benefit) | (10,097 | ) | (113,862 | ) | — | |||||||
Total income tax provision (benefit) | $ | 91,638 | $ | (83,794 | ) | $ | — | |||||
During 2013, we recognized an income tax provision of $91.6 million related to tax arising on income in Ireland, the United States and certain other foreign jurisdictions, certain uncertain tax positions and various expenses not deductible for tax purposes. During 2012, we recognized an income tax benefit of $83.8 million which resulted primarily from our reversal of a valuation allowance on most of our U.S. federal and state deferred tax assets, as described below. As discussed in Note 1, in January 2012, the businesses of Jazz Pharmaceuticals, Inc. and Azur Pharma were combined in a merger transaction accounted for as a reverse acquisition and the combined company changed its domicile from the United States to Ireland. During 2011, we had operations only in the United States and made no provision for income taxes due to our utilization of federal net operating loss carryforwards, or NOLs, to offset both regular taxable income and alternative minimum taxable income and to our utilization of deferred state tax benefits for which the related deferred tax assets were offset by a valuation allowance. | ||||||||||||
The effective tax rate for 2013 of 29.8% was higher than the Irish statutory rate of 12.5% primarily due to income taxable at a rate higher than the Irish statutory rate, certain uncertain tax positions, current year losses in some jurisdictions for which no tax benefit is available, and various expenses not deductible for tax purposes, partially offset by benefits from certain originating income tax credits. In 2012, following the Azur Merger and the change in the combined company’s domicile, the statutory income tax rate changed from the U.S. rate of 35.0% to the Irish rate of 12.5%. In June 2012, we completed the EUSA Acquisition, which further expanded our global operations. The 2012 effective income tax rate on continuing activities before utilization of NOLs and tax credit carryforwards and release in valuation allowance in 2012 of 42.5% was higher than the Irish statutory rate of 12.5% due to a number of factors, including income taxable at a rate higher than the Irish statutory rate, losses in certain tax jurisdictions for which no tax benefit is available and various expenses not deductible for tax purposes. The decrease in the effective tax rate in 2013 compared to 2012 was primarily due to changes in income mix among the various jurisdictions in which we operate as well as higher taxes in 2012 relating to acquisition restructuring. We are currently paying taxes in Ireland, the United States and certain other foreign jurisdictions where we have operations and either all NOLs have been utilized, or are restricted as a result of the Azur Merger. | ||||||||||||
A reconciliation of income taxes at the statutory income tax rate to our effective income tax rate was as follows (in thousands): | ||||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Statutory income tax rate | 12.5 | % | 12.5 | % | 35 | % | ||||||
Income tax provision at statutory rate | $ | 38,494 | 22,169 | 43,744 | ||||||||
Acquisition-related costs | — | 763 | 3,552 | |||||||||
Research and other tax credits | (5,957 | ) | (100 | ) | (1,323 | ) | ||||||
Non-deductible share-based compensation | 2,497 | 873 | 670 | |||||||||
Foreign income tax rate differential | 31,651 | 52,066 | — | |||||||||
Change in unrecognized tax benefits | 8,685 | 2,249 | — | |||||||||
Prior period adjustments | 3,375 | (2,524 | ) | — | ||||||||
Change in valuation allowance | 3,220 | (159,158 | ) | (46,996 | ) | |||||||
Non-deductible contingent consideration | 5,320 | — | — | |||||||||
Other | 4,353 | (132 | ) | 353 | ||||||||
Income tax provision (benefit) | $ | 91,638 | $ | (83,794 | ) | $ | — | |||||
Effective income tax rate | 29.8 | % | (47.2 | )% | — | % | ||||||
In 2013, the change in valuation allowance was $3.2 million. In 2012, the change in valuation allowance of $159.2 million was comprised of NOLs and tax credit carryforwards of $55.0 million and a release in valuation allowance of $104.2 million as described below. | ||||||||||||
Deferred income taxes reflect the tax effects of NOLs and tax credit carryforwards and the net temporary differences between the carrying amounts of assets and liabilities for financial reporting and the amounts used for income tax purposes using currently enacted tax rates and regulations that are expected to be in effect when the differences are expected to be recovered or settled. | ||||||||||||
Significant components of our net deferred tax assets/(liabilities) were as follows (in thousands): | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | |||||||||||
Deferred tax assets: | ||||||||||||
Net operating loss carryforwards | $ | 71,364 | $ | 71,636 | ||||||||
Tax credit carryforwards | 11,374 | 6,034 | ||||||||||
Intangible assets | 10,733 | 13,940 | ||||||||||
Share-based compensation | 8,116 | 3,875 | ||||||||||
Accruals | 30,730 | 32,594 | ||||||||||
Deferred revenue and other | 9,252 | 13,797 | ||||||||||
Total deferred tax assets | 141,569 | 141,876 | ||||||||||
Valuation allowance | (20,691 | ) | (17,471 | ) | ||||||||
Net deferred tax assets | 120,878 | 124,405 | ||||||||||
Deferred tax liabilities: | ||||||||||||
Acquired intangible assets | (176,576 | ) | (191,341 | ) | ||||||||
Other | (10,848 | ) | (1,069 | ) | ||||||||
Net deferred tax liabilities | $ | (66,546 | ) | $ | (68,005 | ) | ||||||
The following table presents the breakdown between current and non-current deferred tax assets/(liabilities) (in thousands): | ||||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | |||||||||||
Current deferred tax assets | $ | 33,613 | $ | 35,813 | ||||||||
Current deferred tax liabilities | (6,259 | ) | (275 | ) | ||||||||
Non-current deferred tax assets | 74,597 | 74,850 | ||||||||||
Non-current deferred tax liabilities | (168,497 | ) | (178,393 | ) | ||||||||
Net deferred tax liabilities | $ | (66,546 | ) | $ | (68,005 | ) | ||||||
As of December 31, 2013, we had NOL carryforwards and tax credit carryforwards for U.S. federal income tax purposes of approximately $227.9 million and $18.5 million, respectively, available to reduce future income subject to income taxes. The NOL carryforwards are inclusive of $114.6 million from the EUSA Acquisition in 2012. The federal NOL carryforwards will expire, if not utilized, in the tax years 2016 to 2031, and the federal tax credits will expire, if not utilized, in the tax years 2017 to 2033. In addition, we had approximately $292.2 million of NOL carryforwards and $2.6 million of tax credit carryforwards as of December 31, 2013 available to reduce future taxable income for state income tax purposes. The state NOL carryforwards will expire, if not utilized, in the tax years 2014 to 2032. The state tax credits have no expiration date. In addition, as of December 31, 2013, there were NOL carryforwards for income tax purposes of approximately $59.5 million and $4.3 million available to reduce future income subject to income taxes in the United Kingdom and Germany, respectively. The NOLs generated in the United Kingdom and Germany have no expiration period and we maintain a full valuation allowance against the associated deferred tax assets until sufficient positive evidence exists to support reversal. | ||||||||||||
Approximately $65.4 million of both the U.S. federal and state NOL carryforwards as of December 31, 2013 resulted from exercises of employee share options and certain sales by employees of shares issued under other employee equity compensation plans. We have not recorded the tax benefit of the deduction related to these exercises and sales as deferred tax assets on our balance sheet. When we realize the tax benefit as a reduction to taxable income in our tax returns, we will account for the tax benefit as a credit to shareholders’ equity rather than as a reduction of our income tax provision in our financial statements. | ||||||||||||
Valuation allowances require an assessment of both positive and negative evidence when determining whether it is more likely than not that deferred tax assets are recoverable. Such assessment is required on a jurisdiction by jurisdiction basis. Our valuation allowance was $20.7 million and $17.5 million as of December 31, 2013 and 2012, respectively, for certain U.S. state and foreign deferred tax assets which we maintain until sufficient positive evidence exists to support reversal. During the fourth quarter of 2012, we recognized an income tax benefit of $104.2 million relating to the reversal of a valuation allowance against substantially all of our U.S. federal and state deferred tax assets. Management determined that a valuation allowance was no longer needed on these deferred tax assets based on an assessment of the relative impact of all positive and negative evidence that existed at December 31, 2012, including an evaluation of cumulative income in recent years, future sources of taxable income exclusive of reversing temporary differences, and significant risks and uncertainties related to our business. We periodically evaluate the likelihood of the realization of deferred tax assets and will adjust such amounts in light of changing facts and circumstances including, but not limited to, future projections of taxable income, tax legislation, rulings by relevant tax authorities, the progress of tax audits and the regulatory approval of products currently under development. | ||||||||||||
Utilization of certain of our NOL and tax credit carryforwards in the United States is subject to annual limitation due to the ownership change limitations provided by Sections 382 and 383 of the Internal Revenue Code and similar state provisions. Such an annual limitation may result in the expiration of certain NOLs and tax credits before future utilization. We currently estimate that we have an annual limitation on the utilization of certain acquired federal NOLs of $28.6 million for each of the years 2014 to 2016, $11.9 million for 2017, and a combined total of $3.3 million for 2018 to 2026. In addition, as a result of the Azur Merger, we are subject to certain limitations under the Internal Revenue Code in relation to the utilization of U.S. NOLs to offset U.S. taxable income resulting from certain transactions. | ||||||||||||
Temporary differences related to investments in foreign subsidiaries totaled approximately $664.3 million and $604.2 million as of December 31, 2013 and 2012, respectively. In the event of the distribution of those earnings in the form of dividends, a sale of the subsidiaries, or certain other transactions, we may be liable for income taxes, subject to an adjustment, if any, for foreign tax credits and foreign withholding taxes payable to certain foreign tax authorities. As of December 31, 2013 it was not practicable to determine the amount of the income tax liability related to these investments. | ||||||||||||
We are required to recognize the financial statement effects of a tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. As a result, we have established a liability for certain tax benefits which we judge may not be sustained upon examination. A reconciliation of our unrecognized tax benefits follows (in thousands): | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Balance at the beginning of the year | $ | 7,288 | $ | 3,764 | $ | 4,852 | ||||||
Increases related to current year tax positions | 14,308 | 3,492 | 242 | |||||||||
Increases related to prior year tax positions | 183 | 40 | 213 | |||||||||
Decreases related to prior year tax positions | (142 | ) | (8 | ) | (1,543 | ) | ||||||
Balance at the end of the year | $ | 21,637 | $ | 7,288 | $ | 3,764 | ||||||
The unrecognized tax benefits were included in other non-current liabilities and deferred tax assets, net, non-current in our consolidated balance sheet. Interest related to our unrecognized tax benefits is recorded in income tax provision (benefit) in our consolidated statements of income. As of December 31, 2013 and 2012, our accrued interest and penalties related to uncertain tax positions were not significant. Included in the balance of unrecognized tax benefits were potential benefits of $16.3 million and $6.3 million at December 31, 2013 and 2012, respectively, that, if recognized, would affect the effective tax rate on income. We do not anticipate that the amount of existing unrecognized tax benefits will significantly increase or decrease within the next 12 months. | ||||||||||||
Our major tax jurisdictions are Ireland, the U.S. and France. Because of our net operating loss and tax credit carryforwards, substantially all of our tax positions remain open to federal and state examination in the U.S. In France, tax periods open to examination include the periods 2010 to 2013. In Ireland, tax periods open to examination include the periods 2009 to 2013. Certain of our subsidiaries are currently under examination by the U.S. Internal Revenue Service in respect of periods from 2010 to 2012 and by the French tax authorities in respect of periods from 2010 to 2012. |
Related_Party_Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2013 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions | ' |
Related Party Transactions | |
In 2013, we entered into an underwriting agreement with an underwriter and certain selling shareholders, pursuant to which the selling shareholders sold to the underwriter 5.4 million of our ordinary shares, resulting in aggregate gross proceeds to the selling shareholders of approximately $314.4 million, before deducting underwriting discounts, commissions and other offering expenses. The selling shareholders included entities affiliated with certain members of our board of directors and one of our directors. We did not receive any proceeds from the sale of our ordinary shares by the selling shareholders in the offering and, consistent with our obligations under existing registration rights agreements with those shareholders, we paid expenses of approximately $0.5 million in connection with the offering. | |
In 2012, in connection with the Azur Merger, we assumed a lease for office space in Dublin, Ireland. The lease agreement was with Seamus Mulligan, the former Chief Executive Officer of Azur Pharma, who is a member of our board of directors. Rentals paid on this lease amounted to $0.3 million in 2012. In November 2012, we terminated this lease at a cost of $1.2 million, which was the carrying value of our above market lease liability. There was no resulting gain or loss on the lease termination. | |
In 2012, we entered into an underwriting agreement with two underwriters and certain selling shareholders, pursuant to which the selling shareholders agreed to sell to the underwriters 7.9 million of our ordinary shares, resulting in aggregate gross proceeds to the selling shareholders of approximately $390.7 million. The selling shareholders included entities affiliated with certain members of our board of directors, four of our directors and four of our executive officers at the time of the agreement. We did not receive any proceeds from the sale of our ordinary shares by the selling shareholders in the offering, and we paid expenses of approximately $0.4 million in connection with this offering. | |
In 2011, Azur Pharma entered into an agreement with Circ Pharma Limited/Circ Pharma Research and Development Limited, or Circ, companies controlled by Seamus Mulligan, whereby Azur Pharma obtained an option to license certain rights and assets in relation to Tramadol (a chronotherapeutic formulation) and to conduct certain development activities. Azur Pharma paid Circ $0.3 million for this option in 2011. In 2012, we terminated the agreement at no cost. |
Restructuring
Restructuring | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Restructuring and Related Activities [Abstract] | ' | |||||||||||
Restructuring | ' | |||||||||||
Restructuring | ||||||||||||
Termination Benefits | ||||||||||||
In June 2012, we initiated a restructuring plan to re-align certain support functions across the company following the Azur Merger and the EUSA Acquisition. In connection with this restructuring, we incurred costs of severance for terminated employees as well as retention bonus costs for certain employees retained to assist with the transition process, which was completed in June 2013. The one-time termination benefits were recorded over the remaining service period where employees were required to stay through their termination date to receive the benefits. We recorded costs related to these one-time termination benefits of $1.0 million and $2.8 million in the years ended December 31, 2013 and 2012 respectively, within selling, general and administrative expenses in our consolidated statements of income. To date, we have incurred one-time termination benefit costs under this plan of $3.8 million. We do not expect to incur any additional one-time termination benefit costs in connection with this plan. There were no restructuring activities during 2011. | ||||||||||||
Facility Closure Costs | ||||||||||||
In connection with our restructuring plan, we vacated our Langhorne, Pennsylvania facility in June 2013. We incurred facility closure costs of $0.4 million in the year ended December 31, 2013 for the remaining operating lease obligations related to this facility, net of estimated sublease rentals that could be reasonably obtained. Facility closure costs are recorded within selling, general and administrative expenses in our consolidated statements of income. We do not expect to incur any additional facility closure costs in connection with this plan. | ||||||||||||
The following table summarizes the amounts related to restructuring for the year ended December 31, 2013 (in thousands): | ||||||||||||
Termination Benefits | Facility Closure Costs | Total | ||||||||||
Balance at December 31, 2012 | $ | 1,227 | $ | — | $ | 1,227 | ||||||
Costs incurred during the period | 1,045 | 412 | 1,457 | |||||||||
Cash payments | (2,272 | ) | (160 | ) | (2,432 | ) | ||||||
Balance at December 31, 2013 | $ | — | $ | 252 | $ | 252 | ||||||
The balance at December 31, 2013 was included within accrued liabilities in our consolidated balance sheet. |
Discontinued_Operations
Discontinued Operations | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Discontinued Operations and Disposal Groups [Abstract] | ' | |||
Discontinued Operations | ' | |||
Operations | ||||
In 2012, we sold the women’s health business, a component of the acquired Azur Pharma business, to Meda Pharmaceuticals Inc. and Meda Pharma, Sàrl, or collectively, Meda, for $97.6 million, including $2.6 million for certain inventory transferred to Meda upon the closing of the sale, less transaction costs of $3.7 million. As part of the transaction, Meda purchased six women’s health products from us and offered positions to approximately 60 of our employees who directly supported the women’s health business. We recorded a non-recurring gain on the sale of $35.2 million. | ||||
We decided to sell our women’s health business to concentrate our commercial efforts on our core products in our target therapeutic areas. The results of the women’s health business are included in income from discontinued operations in 2012. As the women’s health business was acquired in the Azur Merger, it is not included in the results for 2011. Goodwill was allocated to the divested women’s health business using the relative fair value method. | ||||
Net revenue and income from discontinued operations were as follows (in thousands): | ||||
Year Ended | ||||
31-Dec-12 | ||||
Product sales, net | $ | 20,873 | ||
Loss from discontinued operations before income taxes (1) | $ | (5,787 | ) | |
Income tax expense (1) | (2,020 | ) | ||
Loss from discontinued operations, net of taxes | (7,807 | ) | ||
Gain on sale of discontinued operations (2) | 35,244 | |||
Income from discontinued operations, net of taxes | $ | 27,437 | ||
__________________________ | ||||
(1) The income tax expense relates to profits generated by the women’s health business in 2012 which are attributable to the United States. | ||||
(2) The gain on sale of discontinued operations was not impacted by income taxes as the value attributable to the women’s health business was held in a non-taxable jurisdiction. |
Employee_Benefit_Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2013 | |
Defined Contribution Pension and Other Postretirement Plans Disclosure [Abstract] | ' |
Employee Benefit Plans | ' |
Employee Benefit Plans | |
We operate a number of defined contribution retirement plans. The costs of these plans are charged to the income statement in the period they are incurred. We recorded expense related to our defined contribution plans of $1.1 million and $0.3 million in the year ended December 31, 2013 and 2012, respectively, and none in 2011. In Ireland, we operate a defined contribution plan in which we contribute up to 8% of an employee’s eligible earnings. We recorded expense of $0.3 million in the year ended December 31, 2013 and none in 2012 and 2011 in connection with the contributions we made under the Irish defined contribution plan. In the United States, we provide a qualified 401(k) savings plan for our U.S. based employees. All U.S. based employees are eligible to participate, provided they meet the requirements of the plan. In 2013, we elected to match employee contributions under the 401(k) savings plan and recorded expense of $0.4 million. No such matching contributions were made prior to 2013. In the United Kingdom, we operate a defined contribution plan in which we contribute up to 12% of an employee’s eligible earnings. We recorded expense of $0.4 million and $0.2 million in the year ended December 31, 2013 and 2012, respectively, and none in 2011, in connection with contributions we made under the U.K. defined contribution plan. In France, we accrue for a potential liability which is payable if an employee retires. The accrued liability was $0.3 million as of December 31, 2013 and 2012. |
Subsequent_Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events [in process] | ' |
Subsequent Events | |
Acquisition of Gentium | |
On December 19, 2013, we entered into a definitive agreement with Gentium, or the Gentium tender offer agreement, pursuant to which we made a cash tender offer of $57.00 per share for all outstanding Gentium ordinary shares and American Depositary Shares, or ADSs. As of the expiration of the initial offering period on January 22, 2014, 12,244,156 Gentium ordinary shares and ADSs were properly tendered and not withdrawn in the tender offer. These ordinary shares and ADSs represented approximately 79% of Gentium’s issued and outstanding ordinary shares and ADSs and 69% of the fully diluted number of ordinary shares and ADSs (in each case without duplication for ordinary shares underlying ADSs). All properly tendered ordinary shares and ADSs as of such date were accepted for payment, which was made in accordance with the terms of the tender offer. Upon payment for the properly tendered ordinary shares and ADSs, we became the indirect majority shareholder of Gentium. Following the expiration of the initial offering period, and in accordance with the terms of the tender offer agreement, we commenced a subsequent offering period to acquire all remaining untendered ordinary shares and ADSs. The subsequent offering period expired on February 20, 2014 and we accepted and purchased an additional approximately 29% of the fully diluted Gentium ordinary shares and ADSs properly tendered during the subsequent offering period, resulting in total purchases pursuant to the tender offer of approximately 98% of the fully diluted number of Gentium ordinary shares and ADSs as of February 21, 2014. The acquisition cost of the total number of Gentium ordinary shares and ADSs we purchased pursuant to the tender offer was approximately $993 million. We intend to cause Gentium to seek the voluntary delisting of Gentium ADSs from the NASDAQ Stock Market, or NASDAQ, and the deregistration of Gentium ordinary shares and ADSs under the Exchange Act. We expect that there will not be an active trading market for outstanding ordinary shares and ADSs following the delisting. | |
To finance this transaction, in January 2014, we amended our credit agreement to provide for $350.0 million principal amount of incremental term loans and a $425.0 million revolving credit facility. Please see Note 8 for further information regarding the credit agreement and the January 2014 amendments thereto. We used the proceeds from the incremental term loans and loans under the revolving credit facility, together with cash on hand, to purchase the Gentium ordinary shares and American Depositary Shares properly tendered and accepted for payment pursuant to the tender offer. As a result of the January 2014 amendment to the credit agreement, the interest rate margin on our existing term loans was reduced by 25 basis points. As of February 19, 2014, the interest rate on the outstanding term loans was 3.25% and on revolving loan borrowings was 2.66%. | |
Gentium is a biopharmaceutical company focused on the development and manufacturing of therapies to treat and prevent a variety of rare diseases and conditions that currently have few or no treatment options, including orphan vascular diseases related to cancer treatments. In October 2013, the European Commission granted marketing authorization for Defitelio, Gentium’s lead product, for the treatment of severe hepatic veno-occlusive disease (VOD) in adults and children undergoing hematopoietic stem cell transplantation. We believe the acquisition will provide us with an opportunity to diversify our development and commercial portfolio and complement our clinical experience in hematology/oncology and our expertise in reaching targeted physicians who treat serious medical conditions. | |
The acquisition of Gentium will be accounted for as a business combination using the acquisition method. We are in the process of determining fair values of the assets acquired and liabilities assumed in the business combination, and completing the required supplemental pro forma revenue and earnings information for this acquisition. We expect to include a preliminary determination of the acquisition consideration and detail of the assets acquired and liabilities assumed in our consolidated financial statements for the quarter ending March 31, 2014. | |
Acquisition of Rights to JZP-110 (formerly known as ADX-N05) | |
On January 13, 2014, we entered into a definitive agreement with Aerial BioPharma, LLC, or Aerial, under which we acquired certain assets related to JZP-110, a novel compound in clinical development for the treatment of excessive daytime sleepiness in patients with narcolepsy. Under the agreement, and in exchange for an upfront initial payment from us totaling $125.0 million, we acquired worldwide development, manufacturing and commercial rights to JZP-110, other than in certain countries in Asia where SK Biopharmaceuticals Co., Ltd, or SK, retains rights. Aerial and SK are eligible to receive milestone payments, in an aggregate amount of up $272.0 million, based on development, regulatory and sales milestones and tiered royalties from high single digits to mid-teens based on potential future sales. This acquisition will be accounted for as a purchase of IPR&D assets with no alternative future use. Accordingly, the $125.0 million upfront payment will be charged to research and development expense in the first quarter of 2014. |
Quarterly_Financial_Data_Unaud
Quarterly Financial Data (Unaudited) | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | |||||||||||||||
Quarterly Financial Data (Unaudited) | ' | |||||||||||||||
Quarterly Financial Data (Unaudited) | ||||||||||||||||
The following interim financial information presents our 2013 and 2012 results of operations on a quarterly basis (in thousands, except per share amounts): | ||||||||||||||||
2013 | ||||||||||||||||
31-Mar | 30-Jun | 30-Sep | 31-Dec | |||||||||||||
Revenues | $ | 196,237 | $ | 208,252 | $ | 232,160 | $ | 235,774 | ||||||||
Gross margin (1) | 167,432 | 181,533 | 206,134 | 208,153 | ||||||||||||
Net income | 43,425 | 42,185 | 75,409 | 55,293 | ||||||||||||
Net income per share, basic | 0.74 | 0.72 | 1.3 | 0.96 | ||||||||||||
Net income per share, diluted | 0.71 | 0.69 | 1.23 | 0.9 | ||||||||||||
2012 | ||||||||||||||||
March 31 | June 30 | September 30 | December 31 | |||||||||||||
Revenues (2) | $ | 102,530 | $ | 124,231 | $ | 175,515 | $ | 183,703 | ||||||||
Gross margin(1)(2) | 93,708 | 110,714 | 141,501 | 156,179 | ||||||||||||
Income from continuing operations | 30,235 | 31,113 | 33,595 | 166,206 | ||||||||||||
Income (loss) from discontinued operations | (2,554 | ) | (3,968 | ) | (386 | ) | 34,345 | |||||||||
Net income | 27,681 | 27,145 | 33,209 | 200,551 | ||||||||||||
Net income per share, basic | 0.51 | 0.48 | 0.58 | 3.46 | ||||||||||||
Net income per share, diluted | 0.48 | 0.45 | 0.55 | 3.28 | ||||||||||||
__________________________ | ||||||||||||||||
-1 | Gross margin excludes amortization of acquired developed technology of $19.5 million, $19.3 million, $19.5 million and $20.5 million in the first, second, third and fourth quarters of 2013, respectively, and $10.7 million, $12.9 million, $19.7 million and $21.8 million in the first, second, third and fourth quarters of 2012, respectively. | |||||||||||||||
-2 | In 2012, we sold our women’s health business. The women’s health business met the discontinued operations criteria in the third quarter of 2012. See Note 18 for information regarding discontinued operations. As a result, revenues and gross margin for the first two quarters of 2012 have been restated to reflect only our continuing operations. There was no effect on previously reported net income. Below is a reconciliation of the revenues and gross margin amounts as previously reported in our quarterly reports on Form 10-Q to the restated amounts reported above. | |||||||||||||||
2012 | ||||||||||||||||
March 31 | June 30 | |||||||||||||||
Revenues, as previously reported | $ | 108,414 | $ | 129,539 | ||||||||||||
Less product sales from discontinued operations | (5,884 | ) | (5,308 | ) | ||||||||||||
Revenues, as adjusted | $ | 102,530 | $ | 124,231 | ||||||||||||
Gross margin, as previously reported | $ | 96,578 | $ | 112,940 | ||||||||||||
Less gross margin from discontinued operations | (2,870 | ) | (2,226 | ) | ||||||||||||
Gross margin, as adjusted | $ | 93,708 | $ | 110,714 | ||||||||||||
The tables above include the following unusual or infrequently occurring items: | ||||||||||||||||
• | As part of the EUSA Acquisition, we agreed to make an additional contingent payment of $50.0 million in cash if Erwinaze achieved U.S. net sales of $124.5 million or greater in 2013. In 2013, Erwinaze U.S. net sales were greater than $124.5 million and as a result, we are obligated to make the payment of $50.0 million in the first quarter of 2014. The change in fair value of the contingent consideration payable was $4.5 million, $3.4 million, $5.0 million and $2.3 million in the first, second, third and fourth quarters of 2013, respectively; | |||||||||||||||
• | Upfront license fees of $4.0 million and $1.0 million in the first and third quarters of 2013, respectively; | |||||||||||||||
• | A loss on extinguishment and modification of debt of $3.7 million in the second quarter of 2013; | |||||||||||||||
• | Acquisition accounting inventory fair value step-up adjustments of $1.5 million, $1.1 million, $0.5 million and $0.7 million in the first, second, third and fourth quarters of 2013, respectively; | |||||||||||||||
• | Transaction costs of $0.4 million and $4.4 million in the second and fourth quarters of 2013, respectively; | |||||||||||||||
• | We completed the Azur Merger on January 18, 2012 and the EUSA Acquisition on June 12, 2012 and contributions of the acquired businesses to our total revenues from continuing operations were $18.4 million, $23.5 million, $59.9 million and $59.6 million in the first, second, third and fourth quarters of 2012, respectively, as measured from the date of each acquisition. The portion of gross margin and net income associated with the acquired businesses was not separately identifiable due to the integration with our operations; | |||||||||||||||
• | A gain from the sale of our women’s health business of $35.2 million recorded in the fourth quarter of 2012; | |||||||||||||||
• | A tax benefit of $104.2 million on the release of an income tax valuation allowance in the fourth quarter of 2012; | |||||||||||||||
• | Acquisition accounting inventory fair value step-up adjustments in continuing operations of $1.3 million, $3.0 million, $10.3 million and $2.1 million in the first, second, third and fourth quarters of 2012, respectively; and | |||||||||||||||
• | Transaction costs of $3.5 million and $8.9 million in the first and second quarters of 2012, respectively. |
Valuation_and_Qualifying_Accou
Valuation and Qualifying Accounts | 12 Months Ended | ||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||
Valuation and Qualifying Accounts [Abstract] | ' | ||||||||||||||||||||||
Valuation and Qualifying Accounts | ' | ||||||||||||||||||||||
Valuation and Qualifying Accounts | |||||||||||||||||||||||
(In thousands) | |||||||||||||||||||||||
Balance at | Additions | Other Additions | Deductions | Balance at | |||||||||||||||||||
beginning | charged to | end of | |||||||||||||||||||||
of period | costs and | period | |||||||||||||||||||||
expenses | |||||||||||||||||||||||
For the year ended December 31, 2013 | |||||||||||||||||||||||
Allowance for doubtful accounts | (1 | ) | $ | 715 | $ | (4 | ) | $ | — | $ | (117 | ) | $ | 594 | |||||||||
Allowance for sales discounts | (1 | ) | 528 | 5,267 | — | (5,417 | ) | 378 | |||||||||||||||
Allowance for chargebacks | (1 | ) | 2,536 | 21,047 | — | (20,875 | ) | 2,708 | |||||||||||||||
Deferred tax asset valuation allowance | (2 | ) | 17,471 | 3,220 | — | — | 20,691 | ||||||||||||||||
For the year ended December 31, 2012 | |||||||||||||||||||||||
Allowance for doubtful accounts | (1 | ) | $ | 50 | $ | 678 | $ | — | $ | (13 | ) | $ | 715 | ||||||||||
Allowance for sales discounts | (1 | ) | 296 | 6,022 | — | (5,790 | ) | 528 | |||||||||||||||
Allowance for chargebacks | (1 | ) | 20 | 13,072 | — | (10,556 | ) | 2,536 | |||||||||||||||
Deferred tax asset valuation allowance | (3)(4) | 111,188 | 3,421 | 62,971 | (160,109 | ) | 17,471 | ||||||||||||||||
For the year ended December 31, 2011 | |||||||||||||||||||||||
Allowance for doubtful accounts | (1 | ) | $ | 50 | $ | 3 | $ | — | $ | (3 | ) | $ | 50 | ||||||||||
Allowance for sales discounts | (1 | ) | 420 | 3,604 | — | (3,728 | ) | 296 | |||||||||||||||
Allowance for chargebacks | (1 | ) | 12 | 451 | — | (443 | ) | 20 | |||||||||||||||
Deferred tax asset valuation allowance | (4 | ) | 155,519 | — | — | (44,331 | ) | 111,188 | |||||||||||||||
__________________________ | |||||||||||||||||||||||
-1 | Shown as a reduction of accounts receivable. Charges related to sales discounts and chargebacks are reflected as a reduction of revenue. | ||||||||||||||||||||||
-2 | Additions to the deferred tax asset valuation allowance relate to movements on certain U.S. state and other foreign deferred tax assets where we continue to maintain a valuation allowance until sufficient positive evidence exists to support reversal. | ||||||||||||||||||||||
-3 | Other additions to the deferred income tax asset valuation allowance resulted from the Azur Merger and the EUSA Acquisition. | ||||||||||||||||||||||
-4 | Deductions to the deferred tax asset valuation allowance include movements relating to utilization of NOLs and tax credit carryforwards, release in valuation allowance and other movements including adjustments following finalization of tax returns. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policy) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||
Basis Of Presentation | ' | |||||||||||
Basis of Presentation | ||||||||||||
The consolidated financial statements include the accounts of Jazz Pharmaceuticals plc and our wholly-owned subsidiaries and intercompany transactions and balances have been eliminated. The results of operations of the acquired Azur Pharma and EUSA Pharma businesses, along with the estimated fair values of the assets acquired and liabilities assumed in each transaction, are included in our consolidated financial statements since the effective dates of the Azur Merger and the EUSA Acquisition, respectively. | ||||||||||||
Significant Risks And Uncertainties | ' | |||||||||||
Significant Risks and Uncertainties | ||||||||||||
Our financial results are significantly influenced by sales of Xyrem® (sodium oxybate) oral solution. In 2013, net product sales of Xyrem were $569.1 million, which represented 65.8% of total net product sales. Maintaining or increasing sales of Xyrem in its approved indications is subject to a number of risks and uncertainties, including the potential introduction of generic competition, changed or increased regulatory restrictions, and continued acceptance of Xyrem as safe and effective by physicians and patients. Three abbreviated new drug applications, or ANDAs, have been filed with the United States Food and Drug Administration, or FDA, by third parties seeking to market generic versions of Xyrem. We initiated lawsuits against all three third parties, and the litigation proceedings are ongoing. We cannot predict the timing or outcome of these proceedings. Although no trial date for the consolidated case with the first ANDA filer, Roxane Laboratories, Inc., or Roxane, has been scheduled, we anticipate that trial in that case could occur as early as late in the fourth quarter of 2014. We expect that the approval of an ANDA that results in the launch of a generic version of Xyrem would have a material adverse effect on our business, financial condition, results of operations and growth prospects. | ||||||||||||
In addition, we are continuing our efforts on various regulatory matters, including working with the FDA on updated documents that we have submitted to the FDA on our risk management and controlled distribution system for Xyrem, which we refer to as the Xyrem Risk Management Program. We are engaged in ongoing communications with the FDA with respect to our risk evaluation and mitigation strategies, or REMS, documents for Xyrem, but we have not reached agreement on certain significant terms. For example, we disagree with the FDA’s current position that, as part of the current REMS process, the Xyrem deemed REMS should be modified to enable the distribution of Xyrem through more than one pharmacy, or potentially through retail pharmacies and wholesalers, as well as with certain modifications proposed by the FDA that would, in the FDA’s view, make the REMS more consistent with the FDA’s current practices for REMS documents. | ||||||||||||
The FDA has notified us that it would exercise its claimed authority to modify our REMS and that it would finalize the REMS as modified by the FDA unless we initiate dispute resolution procedures with respect to the modification of the Xyrem deemed REMS. Given these circumstances, we will initiate dispute resolution procedures with the FDA by the end of February 2014. We cannot predict whether, or on what terms, we will reach agreement with the FDA on final REMS documents for Xyrem, whether we will initiate additional dispute resolution proceedings with the FDA or other legal proceedings prior to finalizing the REMS documents, or the outcome or timing of any such proceedings. We expect that final REMS documents for Xyrem will include modifications to, and/or requirements that are not currently implemented in, the Xyrem Risk Management Program. Any such modifications or additional requirements could potentially make it more difficult or expensive for us to distribute Xyrem, make it easier for future generic competitors, and/or negatively affect sales of Xyrem. | ||||||||||||
In January 2014, the FDA held an initial meeting with us and current Xyrem ANDA applicants to facilitate the development of a single shared system REMS for Xyrem (sodium oxybate). We also expect to face pressure to license or share our Xyrem Risk Management Program, which is the subject of multiple issued patents, or elements of it, with generic competitors. We cannot predict the outcome or impact on our business of any future action that we may take with respect to the development of a single shared system REMS for Xyrem (sodium oxybate), licensing or sharing our REMS, or the FDA’s response to a certification that a third party had been unable to obtain a license. | ||||||||||||
Our financial results are increasingly influenced by sales of our second largest product, Erwinaze® (asparaginase Erwinia chrysanthemi), called Erwinase® in markets outside of the United States, which have continued to grow. In 2013, net product sales of Erwinaze/Erwinase were $174.3 million, which represented 20.1% of total net product sales in 2013. We seek to maintain and increase sales of Erwinaze, as well as to make Erwinaze more widely available, through ongoing research and development activities. However, our ability to successfully and sustainably grow sales of Erwinaze is subject to a number of risks and uncertainties, including the limited population of patients with ALL and the incidence of hypersensitivity reactions to E. coli-derived asparaginase within that population, our ability to obtain approval for the intravenous administration of Erwinaze in the United States, our ability to obtain data on the use of Erwinaze in young adults age 18 to 39 with ALL who are hypersensitive to E. coli-derived asparaginase, as well as our need to apply for and receive marketing authorizations, through the EU’s mutual recognition procedure or otherwise, in certain additional countries so we can launch promotional efforts in those countries. Another significant challenge to maintenance of current sales level and continued growth is our need to ensure sufficient supply of Erwinaze on a timely basis. We have limited inventory of Erwinaze, and, during 2013, our supply of Erwinaze was nearly completely absorbed by demand for the product. In the past, we have experienced a disruption of supply of Erwinase in the European market due to manufacturing challenges, including shortages related to the failure of a batch to meet certain specifications in 2013, and we may experience similar or other manufacturing challenges in the future. If our continued efforts to avoid supply shortages are not successful, we could experience Erwinaze supply interruptions in the future, which could have a material adverse effect on our sales of and revenues from Erwinaze and limit our potential future maintenance and growth of the market for this product. In addition, while we continue to work with the manufacturer of Erwinaze to evaluate potential steps to increase the supply of Erwinaze over the longer term to address expected growing worldwide demand, our ability to increase sales of Erwinaze may be limited by our ability to obtain an increased supply of the product. | ||||||||||||
In addition to risks related specifically to Xyrem and Erwinaze, we are subject to other challenges and risks specific to our business, as well as risks and uncertainties common to companies in the pharmaceutical industry with development and commercial operations, including: | ||||||||||||
Business Acquisitions | ' | |||||||||||
Business Acquisitions | ||||||||||||
Our consolidated financial statements include the operations of an acquired business after the completion of the acquisition. We account for acquired businesses using the acquisition method of accounting. The acquisition method of accounting for acquired businesses requires, among other things, that assets acquired and liabilities assumed be recognized at their estimated fair values as of the acquisition date, with limited exceptions, and that the fair value of acquired in-process research and development, or IPR&D, be recorded on the balance sheet. Also, transaction costs are expensed as incurred. Any excess of the acquisition consideration over the assigned values of the net assets acquired is recorded as goodwill. Contingent consideration is included within the acquisition cost and is recognized at its fair value on the acquisition date. A liability resulting from contingent consideration is remeasured to fair value at each reporting date until the contingency is resolved and changes in fair value are recognized in earnings. | ||||||||||||
Concentrations Of Risk | ' | |||||||||||
Concentrations of Risk | ||||||||||||
Financial instruments that potentially subject us to concentrations of credit risk consist of cash equivalents and marketable securities. Our investment policy permits investments in U.S. federal government and federal agency securities, corporate bonds or commercial paper issued by U.S. corporations, money market instruments, certain qualifying money market mutual funds, certain repurchase agreements, and tax-exempt obligations of U.S. states, agencies and municipalities and places restrictions on credit ratings, maturities, and concentration by type and issuer. We are exposed to credit risk in the event of a default by the financial institutions holding our cash, cash equivalents and marketable securities and issuers of investments to the extent recorded on the balance sheet. | ||||||||||||
We are also subject to credit risk from our accounts receivable related to our product sales. We monitor our exposure within accounts receivable and record a reserve against uncollectible accounts receivable as necessary. We extend credit to hospitals, pharmaceutical wholesale distributors and specialty pharmaceutical distribution companies, primarily in the United States, and to other international distributors. Customer creditworthiness is monitored and collateral is not required. We monitor deteriorating economic conditions in certain European countries which may result in variability of the timing of cash receipts and an increase in the average length of time that it takes to collect accounts receivable outstanding. Historically, we have not experienced significant credit losses on our accounts receivable and we do not expect to have write-offs or adjustments to accounts receivable which would have a material adverse effect on our financial position, liquidity or results of operations. As of December 31, 2013, five customers accounted for 85% of gross accounts receivable including Express Scripts Specialty Distribution Services, Inc. and its affiliate CuraScript, Inc., or Express Scripts, which accounted for 69% of gross accounts receivable and Accredo Health Group, Inc. which accounted for 9% of gross accounts receivable. As of December 31, 2012, five customers accounted for 78% of gross accounts receivable including Express Scripts which accounted for 51% of gross accounts receivable and Accredo Health Group, Inc. which accounted for 11% of gross accounts receivable. | ||||||||||||
We rely on certain sole suppliers for drug substance and certain sole manufacturing partners for certain of our marketed products and product candidates. | ||||||||||||
Cash Equivalents And Marketable Securities | ' | |||||||||||
Cash Equivalents and Marketable Securities | ||||||||||||
We consider all highly liquid investments, readily convertible to cash, that mature within three months or less from date of purchase to be cash equivalents. | ||||||||||||
Marketable securities are investments in debt securities with maturities of less than one year from the balance sheet date, or securities with maturities of greater than one year that are specifically identified to fund current operations. Collectively, cash equivalents, restricted cash and marketable securities are considered available-for-sale and are recorded at fair value. Unrealized gains and losses, net of tax, are recorded in accumulated other comprehensive income in shareholders’ equity. We use the specific-identification method for calculating realized gains and losses on securities sold. Realized gains and losses and declines in value judged to be other than temporary on marketable securities are included in interest expense, net in the consolidated statements of income. Realized gains and losses on sales of marketable securities have not been significant. | ||||||||||||
Inventories | ' | |||||||||||
Inventories | ||||||||||||
Inventories are valued at the lower of cost or market. Cost is determined using the first-in, first-out method for all inventories. Our policy is to write down inventory that has become obsolete, inventory that has a cost basis in excess of its expected net realizable value and inventory in excess of expected requirements. The estimate of excess quantities is subjective and primarily dependent on our estimates of future demand for a particular product. If the estimate of future demand is too high, we may have to increase the reserve for excess inventory for that product and record a charge to cost of product sales. For product candidates that have not been approved by the FDA, inventory used in clinical trials is expensed at the time of production and recorded as research and development expense. For products that have been approved by the FDA, inventory used in clinical trials is expensed at the time the inventory is packaged for the clinical trial. Prior to receiving FDA approval, costs related to purchases of the active pharmaceutical ingredient and the manufacturing of the product candidate are recorded as research and development expense. All direct manufacturing costs incurred after approval are capitalized into inventory. | ||||||||||||
Property And Equipment | ' | |||||||||||
Property and Equipment | ||||||||||||
Property and equipment are stated at cost, less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which range from three to 10 years. Leasehold improvements are amortized over the shorter of the noncancelable term of our operating lease or their economic useful lives. Maintenance and repairs are expensed as incurred. | ||||||||||||
Goodwill And Intangible Assets | ' | |||||||||||
Goodwill | ||||||||||||
Goodwill represents the excess of the acquisition consideration over the fair value of assets acquired and liabilities assumed. We have determined that we operate in a single segment and have a single reporting unit associated with the development and commercialization of pharmaceutical products. The annual test for goodwill impairment is a two-step process. The first step is a comparison of the fair value of the reporting unit with its carrying amount, including goodwill. If this step indicates impairment, then in the second step, the loss is measured as the excess of recorded goodwill over its implied fair value. Implied fair value is the excess of the fair value of the reporting unit over the fair value of all identified assets and liabilities. We test goodwill for impairment annually in October and when events or changes in circumstances indicate that the carrying value may not be recoverable. | ||||||||||||
Intangible Assets | ||||||||||||
Intangible assets with finite useful lives consist primarily of purchased developed technology and are amortized on a straight-line basis over their estimated useful lives, which range from two to 15 years. The estimated useful lives associated with finite-lived intangible assets are consistent with the estimated lives of the associated products and may be modified when circumstances warrant. Intangible assets with finite lives are reviewed for impairment when events or circumstances indicate that the carrying value of an asset may not be recoverable. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. The amount of any impairment is measured as the difference between the carrying value and the fair value of the impaired asset. | ||||||||||||
The fair value of IPR&D acquired through a business combination is capitalized as an indefinite-lived intangible asset until the completion or abandonment of the related research and development activities. IPR&D is not amortized but is tested for impairment annually or when events or circumstances indicate that the fair value may be below the carrying value of the asset. If and when development is complete, which generally occurs when regulatory approval to market a product is obtained, the associated assets would be deemed finite-lived and would then be amortized over their estimated useful lives. | ||||||||||||
Revenue Recognition | ' | |||||||||||
Revenue Recognition | ||||||||||||
Revenues are recognized when there is persuasive evidence that an arrangement exists, delivery has occurred, the price is fixed and determinable and collection is reasonably assured. | ||||||||||||
Product Sales, Net | ||||||||||||
Product sales revenue is recognized when title has transferred to the customer and the customer has assumed the risks and rewards of ownership, which is typically on delivery to the customer or, in the case of products that are subject to consignment agreements, when the customer removes product from our consigned inventory location for shipment directly to a patient. | ||||||||||||
Revenue from sales transactions where the buyer has the right to return the product is recognized at the time of sale only if (i) the seller’s price to the buyer is substantially fixed or determinable at the date of sale, (ii) the buyer has paid the seller, or the buyer is obligated to pay the seller and the obligation is not contingent on resale of the product, (iii) the buyer’s obligation to the seller would not be changed in the event of theft or physical destruction or damage of the product, (iv) the buyer acquiring the product for resale has economic substance apart from that provided by the seller, (v) the seller does not have significant obligations for future performance to directly bring about resale of the product by the buyer, and (vi) the amount of future returns can be reasonably estimated. | ||||||||||||
Revenues from sales of products are recorded net of estimated allowances for returns, specialty distributor fees, wholesaler fees, prompt payment discounts, government rebates, government chargebacks, coupon programs and rebates under managed care plans. Provisions for returns, specialty distributor fees, wholesaler fees, government rebates, coupon programs and rebates under managed care plans are included within current liabilities in our consolidated balance sheets. Provisions for government chargebacks and prompt payment discounts are generally shown as a reduction in accounts receivable. Calculating certain of these items involves estimates and judgments based on sales or invoice data, contractual terms, historical utilization rates, new information regarding changes in these programs’ regulations and guidelines that would impact the amount of the actual rebates, our expectations regarding future utilization rates for these programs and channel inventory data. Adjustments to estimates for these allowances have not been material. | ||||||||||||
Royalties and Contract Revenues | ||||||||||||
We receive royalties from third parties based on sales of our products under licensing and distribution arrangements. For those arrangements where royalties are reasonably estimable, we recognize revenues based on estimates of royalties earned during the applicable period, and adjust for differences between the estimated and actual royalties in the following quarter. Historically, these adjustments have not been significant. | ||||||||||||
Our contract revenues consist of fees and milestone payments. Non-refundable fees where we have no continuing performance obligations are recognized as revenues when there is persuasive evidence of an arrangement and collection is reasonably assured. In situations where we have continuing performance obligations, non-refundable fees are deferred and are recognized ratably over our projected performance period. We recognize at-risk milestone payments, which are typically related to regulatory, commercial or other achievements by us or our licensees and distributors, as revenues when the milestone is accomplished and collection is reasonably assured. Sales-based milestone payments are typically payments made to us that are triggered when aggregate net sales of a product by a collaborator for a specified period (for example, an annual period) reach an agreed upon threshold amount. We recognize sales-based milestone payments from a collaborator when the event which triggers the obligation of payment has occurred, there is no further obligation on our part in connection with the payment, and collection is reasonably assured. Refundable fees are deferred and recognized as revenues upon the later of when they become nonrefundable or when our performance obligations are completed. | ||||||||||||
Cost Of Product Sales | ' | |||||||||||
Cost of Product Sales | ||||||||||||
Cost of product sales includes third party manufacturing and distribution costs, the cost of drug substance, royalties due to third parties on product sales, product liability and cargo insurance, FDA user fees, freight, shipping, handling and storage costs and salaries and related costs of employees involved with production. Cost of product sales in 2013 and 2012 included $3.8 million and $16.8 million, respectively, of inventory costs associated with the fair value step-up in acquired inventory. Excluded from cost of product sales, as shown on the consolidated statements of income, is amortization of acquired developed technology of $78.8 million, $65.1 million and $7.2 million in 2013, 2012 and 2011, respectively. | ||||||||||||
Research And Development | ' | |||||||||||
Research and Development | ||||||||||||
Research and development expenses consist primarily of personnel expenses, costs related to clinical studies and outside services, and other research and development costs. Personnel expenses relate primarily to salaries, benefits and share-based compensation. Clinical study and outside services costs relate primarily to clinical studies performed by clinical research organizations, materials and supplies, and other third-party fees. Other research and development expenses primarily include overhead allocations consisting of various support and facilities-related costs. Research and development costs are expensed as incurred, including payments made under license agreements. For product candidates that have not been approved by the FDA, inventory used in clinical trials is expensed at the time of production and recorded as research and development expense. For products that have been approved by the FDA, inventory used in clinical trials is expensed at the time the inventory is packaged for the trial. | ||||||||||||
Advertising Expenses | ' | |||||||||||
Advertising Expenses | ||||||||||||
We expense the costs of advertising, including promotional expenses, as incurred. Advertising expenses for 2013, 2012 and 2011 were $1.0 million, $0.7 million and $1.0 million, respectively. | ||||||||||||
Income Taxes | ' | |||||||||||
Income Taxes | ||||||||||||
We use the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between the financial statement carrying amount and the tax basis of assets and liabilities and are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is provided when it is more-likely-than-not that some portion or all of a deferred tax asset will not be realized. We account for uncertain tax positions using a “more-likely-than-not” threshold for recognizing and resolving uncertain tax positions. A recognized tax position is then measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon settlement. Interest and penalties related to uncertain tax positions are included in the income tax provision (benefit) and classified with the related liability on the consolidated balance sheets. | ||||||||||||
Foreign Currency | ' | |||||||||||
Foreign Currency | ||||||||||||
Our functional and reporting currency is the U.S. dollar. The assets and liabilities of our subsidiaries that have a functional currency other than the U.S. dollar are translated into U.S. dollars at the exchange rate prevailing at the balance sheet date with the results of operations of subsidiaries translated at the average exchange rate for the reporting period. The cumulative foreign currency translation adjustment is recorded as a component of accumulated other comprehensive income in shareholders’ equity. | ||||||||||||
Transactions in foreign currencies are translated into the functional currency of the relevant subsidiary at the rate of exchange prevailing at the date of the transaction. Any monetary assets and liabilities arising from these transactions are translated into the relevant functional currency at exchange rates prevailing at the balance sheet date or on settlement. Resulting gains and losses are recorded in foreign currency loss in our consolidated statements of income. | ||||||||||||
Financing Costs | ' | |||||||||||
Financing Costs | ||||||||||||
Deferred financing costs are reported at cost, less accumulated amortization and the related amortization expense is included in interest expense, net in our consolidated statements of income. The carrying amount of debt includes any related unamortized original issue discount. | ||||||||||||
Use Of Estimates | ' | |||||||||||
Use of Estimates | ||||||||||||
The preparation of financial statements in conformity with U.S. generally accepted accounting principles, or GAAP, requires management to make estimates and assumptions that affect the amounts and disclosures reported in the consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and on assumptions believed to be reasonable under the circumstances. Actual results could differ materially from those estimates. | ||||||||||||
Net Income (Loss) Per Common Share | ' | |||||||||||
Net Income per Ordinary Share | ||||||||||||
Basic net income per ordinary share is based on the weighted-average number of ordinary shares outstanding. Diluted net income per ordinary share is based on the weighted-average number of ordinary shares outstanding and potentially dilutive ordinary shares outstanding. Basic and diluted net income per ordinary share were computed as follows (in thousands, except per share amounts): | ||||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Numerator: | ||||||||||||
Income from continuing operations | $ | 216,312 | $ | 261,149 | $ | 124,984 | ||||||
Income from discontinued operations | — | 27,437 | — | |||||||||
Net income | $ | 216,312 | $ | 288,586 | $ | 124,984 | ||||||
Denominator: | ||||||||||||
Weighted-average ordinary shares - basic | 58,298 | 56,643 | 41,499 | |||||||||
Dilutive effect of employee equity incentive and purchase plans | 1,772 | 1,536 | 2,715 | |||||||||
Dilutive effect of warrants | 1,499 | 2,016 | 2,584 | |||||||||
Weighted-average ordinary shares - diluted | 61,569 | 60,195 | 46,798 | |||||||||
Basic income per ordinary share: | ||||||||||||
Income from continuing operations | $ | 3.71 | $ | 4.61 | $ | 3.01 | ||||||
Income from discontinued operations | — | 0.48 | — | |||||||||
Net income | $ | 3.71 | $ | 5.09 | $ | 3.01 | ||||||
Diluted income per ordinary share: | ||||||||||||
Income from continuing operations | $ | 3.51 | $ | 4.34 | $ | 2.67 | ||||||
Income from discontinued operations | — | 0.45 | — | |||||||||
Net income | $ | 3.51 | $ | 4.79 | $ | 2.67 | ||||||
Potentially dilutive ordinary shares from employee equity plans and warrants are determined by applying the treasury stock method to the assumed exercise of warrants and share options, the assumed vesting of outstanding restricted stock units, or RSUs, and the assumed issuance of ordinary shares under our employee stock purchase plan. The following table represents the weighted-average ordinary shares that were excluded from the computation of diluted net income per ordinary share for the periods presented because including them would have an anti-dilutive effect (in thousands): | ||||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Options to purchase ordinary shares and RSUs | 1,584 | 1,506 | 1,038 | |||||||||
All references to “ordinary shares” in the discussion and tables above refer to Jazz Pharmaceuticals plc’s ordinary shares with respect to the years ended December 31, 2013 and 2012 and to Jazz Pharmaceuticals, Inc.’s common stock with respect to the year ended December 31, 2011. Our earnings per share in the year ended December 31, 2011 was not impacted by the Azur Merger in 2012 since each share of Jazz Pharmaceuticals, Inc. common stock issued and outstanding immediately prior to the effective time of the Azur Merger was canceled and automatically converted into and became the right to receive one ordinary share upon the consummation of the Azur Merger. | ||||||||||||
Stock-Based Compensation | ' | |||||||||||
Share-Based Compensation | ||||||||||||
We account for compensation cost for all share-based awards at fair value on the date of grant. The fair value is recognized as expense over the service period, net of estimated forfeitures, using the straight-line method. The estimation of share-based awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from current estimates, such amounts will be recorded as a cumulative adjustment in the period estimates are revised. We primarily consider historical experience when estimating expected forfeitures. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||
Schedule Of Net Income (Loss) Per Common Share | ' | |||||||||||
Basic and diluted net income per ordinary share were computed as follows (in thousands, except per share amounts): | ||||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Numerator: | ||||||||||||
Income from continuing operations | $ | 216,312 | $ | 261,149 | $ | 124,984 | ||||||
Income from discontinued operations | — | 27,437 | — | |||||||||
Net income | $ | 216,312 | $ | 288,586 | $ | 124,984 | ||||||
Denominator: | ||||||||||||
Weighted-average ordinary shares - basic | 58,298 | 56,643 | 41,499 | |||||||||
Dilutive effect of employee equity incentive and purchase plans | 1,772 | 1,536 | 2,715 | |||||||||
Dilutive effect of warrants | 1,499 | 2,016 | 2,584 | |||||||||
Weighted-average ordinary shares - diluted | 61,569 | 60,195 | 46,798 | |||||||||
Basic income per ordinary share: | ||||||||||||
Income from continuing operations | $ | 3.71 | $ | 4.61 | $ | 3.01 | ||||||
Income from discontinued operations | — | 0.48 | — | |||||||||
Net income | $ | 3.71 | $ | 5.09 | $ | 3.01 | ||||||
Diluted income per ordinary share: | ||||||||||||
Income from continuing operations | $ | 3.51 | $ | 4.34 | $ | 2.67 | ||||||
Income from discontinued operations | — | 0.45 | — | |||||||||
Net income | $ | 3.51 | $ | 4.79 | $ | 2.67 | ||||||
Schedule Of Computation Of Diluted Net Income (Loss) Per Share Having Anti-Dilutive Effect | ' | |||||||||||
The following table represents the weighted-average ordinary shares that were excluded from the computation of diluted net income per ordinary share for the periods presented because including them would have an anti-dilutive effect (in thousands): | ||||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Options to purchase ordinary shares and RSUs | 1,584 | 1,506 | 1,038 | |||||||||
Fair_Value_Measurement_Tables
Fair Value Measurement (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||||||
Schedule Of Available-For-Sale Securities | ' | |||||||||||||||||||
Cash and cash equivalents consisted of the following: | ||||||||||||||||||||
31-Dec-13 | ||||||||||||||||||||
Amortized | Gross | Gross | Estimated | Cash and | ||||||||||||||||
Cost | Unrealized | Unrealized | Fair Value | Cash | ||||||||||||||||
Gains | Losses | Equivalents | ||||||||||||||||||
Cash | $ | 495,990 | $ | — | $ | — | $ | 495,990 | $ | 495,990 | ||||||||||
Time deposits | 140,514 | — | — | 140,514 | 140,514 | |||||||||||||||
Totals | $ | 636,504 | $ | — | $ | — | $ | 636,504 | $ | 636,504 | ||||||||||
31-Dec-12 | ||||||||||||||||||||
Amortized | Gross | Gross | Estimated | Cash and | ||||||||||||||||
Cost | Unrealized | Unrealized | Fair Value | Cash | ||||||||||||||||
Gains | Losses | Equivalents | ||||||||||||||||||
Cash | $ | 343,548 | $ | — | $ | — | $ | 343,548 | $ | 343,548 | ||||||||||
Money market funds | 43,648 | — | — | 43,648 | 43,648 | |||||||||||||||
Totals | $ | 387,196 | $ | — | $ | — | $ | 387,196 | $ | 387,196 | ||||||||||
Schedule Of Available-For-Sale Investments Measured At Fair Value On Recurring Basis | ' | |||||||||||||||||||
The following table summarizes, by major security type, our available-for-sale securities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy (in thousands): | ||||||||||||||||||||
31-Dec-13 | 31-Dec-12 | |||||||||||||||||||
Significant | Total | Quoted | Significant | Total | ||||||||||||||||
Other | Estimated | Prices in | Unobservable | Estimated | ||||||||||||||||
Observable | Fair Value | Active | Inputs | Fair Value | ||||||||||||||||
Inputs | Markets for | (Level 3) | ||||||||||||||||||
(Level 2) | Identical | |||||||||||||||||||
Assets | ||||||||||||||||||||
(Level 1) | ||||||||||||||||||||
Assets: | ||||||||||||||||||||
Available-for-sale securities | ||||||||||||||||||||
Time deposits | $ | 140,514 | $ | 140,514 | $ | — | $ | — | $ | — | ||||||||||
Money market funds | — | — | 43,648 | — | 43,648 | |||||||||||||||
Totals | $ | 140,514 | $ | 140,514 | $ | 43,648 | $ | — | $ | 43,648 | ||||||||||
Liabilities: | ||||||||||||||||||||
Contingent consideration | $ | 50,000 | $ | 50,000 | $ | — | $ | 34,800 | $ | 34,800 | ||||||||||
Schedule Of Contingent Consideration Payable | ' | |||||||||||||||||||
The change in fair value of the contingent consideration payable was as follows (in thousands): | ||||||||||||||||||||
Level 3 | ||||||||||||||||||||
Balance at December 31, 2012 | $ | 34,800 | ||||||||||||||||||
Fair value adjustment recorded within selling, general and administrative expenses | 15,200 | |||||||||||||||||||
Balance at December 31, 2013 | $ | 50,000 | ||||||||||||||||||
Inventories_Tables
Inventories (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Inventory Disclosure [Abstract] | ' | |||||||
Components of Inventories | ' | |||||||
Inventories consisted of the following (in thousands): | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Raw materials | $ | 4,900 | $ | 4,979 | ||||
Work in process | 8,907 | 5,410 | ||||||
Finished goods | 14,862 | 16,136 | ||||||
Total inventories | $ | 28,669 | $ | 26,525 | ||||
Property_and_Equipment_Tables
Property and Equipment (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||
Schedule Of Property And Equipment | ' | |||||||
Property and equipment consisted of the following (in thousands): | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Computer software | $ | 7,960 | $ | 4,292 | ||||
Computer equipment | 5,610 | 3,687 | ||||||
Leasehold improvements | 4,587 | 3,899 | ||||||
Construction-in-progress | 4,388 | 1,135 | ||||||
Furniture and fixtures | 1,897 | 1,953 | ||||||
Machinery and equipment | 417 | 94 | ||||||
Subtotal | 24,859 | 15,060 | ||||||
Less accumulated depreciation and amortization | (10,613 | ) | (7,779 | ) | ||||
Property and equipment, net | $ | 14,246 | $ | 7,281 | ||||
Accrued_Liabilities_Tables
Accrued Liabilities (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Payables and Accruals [Abstract] | ' | |||||||
Schedule of Accrued Liabilities | ' | |||||||
Accrued liabilities consisted of the following (in thousands): | ||||||||
December 31, | ||||||||
2013 | 2012 | |||||||
Rebates and other sales deductions | $ | 38,772 | $ | 29,235 | ||||
Employee compensation and benefits | 31,829 | 24,900 | ||||||
Sales returns reserve | 21,110 | 26,385 | ||||||
Royalties | 6,082 | 3,271 | ||||||
Professional fees | 5,675 | 2,163 | ||||||
Other | 16,250 | 18,712 | ||||||
Total accrued liabilities | $ | 119,718 | $ | 104,666 | ||||
Goodwill_and_Intangible_Assets1
Goodwill and Intangible Assets (Tables) | 12 Months Ended | |||||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||||||||||||
Schedule Of Gross Carrying Amount Of Goodwill | ' | |||||||||||||||||||||||||
The gross carrying amount of goodwill was as follows (in thousands): | ||||||||||||||||||||||||||
Balance at December 31, 2012 | $ | 442,600 | ||||||||||||||||||||||||
Foreign exchange | 7,856 | |||||||||||||||||||||||||
Balance at December 31, 2013 | $ | 450,456 | ||||||||||||||||||||||||
Schedule Of Gross Carrying Amounts And Net Book Values Of Intangible Assets | ' | |||||||||||||||||||||||||
The gross carrying amounts and net book values of our intangible assets were as follows (in thousands): | ||||||||||||||||||||||||||
December 31, 2013 | December 31, 2012 | |||||||||||||||||||||||||
Remaining | Gross | Accumulated | Net Book | Gross | Accumulated | Net Book | ||||||||||||||||||||
Weighted- | Carrying | Amortization | Value | Carrying | Amortization | Value | ||||||||||||||||||||
Average Useful | Amount | Amount | ||||||||||||||||||||||||
Life | ||||||||||||||||||||||||||
(In years) | ||||||||||||||||||||||||||
Acquired developed technologies | 11.5 | $ | 957,089 | $ | (179,225 | ) | $ | 777,864 | $ | 930,834 | $ | (97,578 | ) | $ | 833,256 | |||||||||||
Trademarks | 1 | 2,600 | (2,327 | ) | 273 | 2,600 | (2,054 | ) | 546 | |||||||||||||||||
Total finite-lived intangible assets | 959,689 | (181,552 | ) | 778,137 | 933,434 | (99,632 | ) | 833,802 | ||||||||||||||||||
Acquired IPR&D assets | 34,259 | — | 34,259 | 36,150 | — | 36,150 | ||||||||||||||||||||
Total intangible assets | $ | 993,948 | $ | (181,552 | ) | $ | 812,396 | $ | 969,584 | $ | (99,632 | ) | $ | 869,952 | ||||||||||||
Schedule Of Estimated Future Amortization Costs | ' | |||||||||||||||||||||||||
Based on finite-lived intangible assets recorded as of December 31, 2013, and assuming the underlying assets will not be impaired in the future and that we will not change the expected lives of the assets, future amortization costs were estimated as follows (in thousands): | ||||||||||||||||||||||||||
Year Ending December 31, | Estimated Amortization Expense | |||||||||||||||||||||||||
2014 | $ | 82,865 | ||||||||||||||||||||||||
2015 | 76,816 | |||||||||||||||||||||||||
2016 | 72,486 | |||||||||||||||||||||||||
2017 | 72,395 | |||||||||||||||||||||||||
2018 | 72,326 | |||||||||||||||||||||||||
Thereafter | 401,249 | |||||||||||||||||||||||||
Total | $ | 778,137 | ||||||||||||||||||||||||
LongTerm_Debt_Tables
Long-Term Debt (Tables) | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Debt Disclosure [Abstract] | ' | |||
Schedule of maturities of long-term debt | ' | |||
Scheduled maturities with respect to the term loans principal outstanding as of December 31, 2013 were as follows (in thousands): | ||||
Year ending December 31, | Scheduled Term Loan Maturities | |||
2014 | $ | 5,572 | ||
2015 | 5,572 | |||
2016 | 5,572 | |||
2017 | 5,572 | |||
2018 | 532,114 | |||
Total | $ | 554,402 | ||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||||||||||
Schedule Of Rent Expense Under Operating Leases | ' | |||||||||||
Rent expense under all operating leases was as follows (in thousands): | ||||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Rent expense | $ | 6,213 | $ | 3,074 | $ | 2,593 | ||||||
Schedule Of Future Minimum Lease Payments Under Noncancelable Operating Leases | ' | |||||||||||
Future minimum lease payments under our noncancelable operating leases at December 31, 2013, were as follows (in thousands): | ||||||||||||
Year ending December 31, | Lease | |||||||||||
Payments | ||||||||||||
2014 | $ | 9,760 | ||||||||||
2015 | 9,131 | |||||||||||
2016 | 6,415 | |||||||||||
2017 | 3,192 | |||||||||||
2018 | 681 | |||||||||||
Thereafter | 130 | |||||||||||
Total | $ | 29,309 | ||||||||||
Shareholders_Equity_Tables
Shareholders' Equity (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Class of Stock Disclosures [Abstract] | ' | ||||||||
Schedule of Authorized But Unissued Ordinary Shares | ' | ||||||||
We had reserved the following shares of authorized but unissued ordinary shares (in thousands): | |||||||||
As of | |||||||||
December 31, 2013 | |||||||||
2011 Equity Incentive Plan | 8,917 | ||||||||
2007 Equity Incentive Plan | 988 | ||||||||
2007 Employee Stock Purchase Plan | 704 | ||||||||
Amended and Restated 2007 Non-Employee Directors Stock Option Plan | 374 | ||||||||
Amended and Restated Directors Deferred Compensation Plan | 183 | ||||||||
Exercise of warrants | 1,552 | ||||||||
Total | 12,718 | ||||||||
Schedule of Ordinary Shares Issuable Under Warrants | ' | ||||||||
As of December 31, 2013, we had ordinary shares issuable under the following warrants (in thousands): | |||||||||
Warrants Issued | Expiration Date | Ordinary Shares | Exercise Price | ||||||
Warrants issued in 2008 in conjunction with registered direct public offering | July 20, 2014 | 604 | $ | 7.37 | |||||
Warrants issued in 2009 in conjunction with private placement | July 5, 2016 | 948 | $ | 4 | |||||
1,552 | |||||||||
Comprehensive_Income_Tables
Comprehensive Income (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Comprehensive Income (Loss) Note [Abstract] | ' | |||||||
Components of Accumulated Other Comprehensive Income/(Loss) | ' | |||||||
The components of accumulated other comprehensive income at December 31, 2013 and December 31, 2012 were as follows (in thousands): | ||||||||
Foreign Currency Translation Adjustments | Total Accumulated Other Comprehensive Income | |||||||
Balance at December 31, 2012 | $ | 31,046 | $ | 31,046 | ||||
Other comprehensive income | 25,107 | 25,107 | ||||||
Balance at December 31, 2013 | $ | 56,153 | $ | 56,153 | ||||
During 2013, other comprehensive income reflects foreign currency translation adjustments which are primarily due to the strengthening of the Euro against the U.S. dollar. |
ShareBased_Compensation_Tables
Share-Based Compensation (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||
Schedule of Weighted-Average Assumptions Used in Black-Scholes Option Pricing Model and Resulting Weighted-Average Grant Date Fair Value of Share Options Granted | ' | ||||||||||||
The table below shows, for all share option grants, the weighted-average assumptions used in the Black-Scholes option pricing model and the resulting weighted-average grant date fair value of share options granted in each of the past three years: | |||||||||||||
Year Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Grant date fair value | $ | 29.09 | $ | 25.28 | $ | 17.38 | |||||||
Volatility | 58 | % | 64 | % | 72 | % | |||||||
Expected term (years) | 4.4 | 4.6 | 5.2 | ||||||||||
Range of risk-free rates | 0.5-1.4% | 0.5-1.1% | 0.0-2.7% | ||||||||||
Expected dividend yield | — | % | — | % | — | % | |||||||
Schedule of Share-Based Compensation Expense Related to Share Options, RSUs, Ordinary Shares Credited to Directors' Phantom Share Accounts and Grants under ESPP | ' | ||||||||||||
Share-based compensation expense in continuing operations related to share options, RSUs, ordinary shares credited to the directors’ phantom share accounts and grants under our ESPP was as follows (in thousands): | |||||||||||||
Year Ended December 31, | |||||||||||||
2013 | 2012 | 2011(1) | |||||||||||
Selling, general and administrative | $ | 35,674 | $ | 18,950 | $ | 15,592 | |||||||
Research and development | 6,673 | 2,640 | 4,488 | ||||||||||
Cost of product sales | 2,204 | 1,416 | 624 | ||||||||||
Total share-based compensation expense, pre-tax | 44,551 | 23,006 | 20,704 | ||||||||||
Tax benefit from share-based compensation expense | (13,822 | ) | (7,499 | ) | — | ||||||||
Total share-based compensation expense, net of tax | $ | 30,729 | $ | 15,507 | $ | 20,704 | |||||||
_________________________ | |||||||||||||
-1 | Includes expense of $7.3 million related to the acceleration of vesting in December 2011 of certain non-qualified share options held by 17 executives and non-employee directors in connection with the Azur Merger, of which $6.9 million was recorded in selling, general and administrative and $0.4 million was recorded in research and development. | ||||||||||||
Schedule of Information and Activity Related to Share Option Plans Activity | ' | ||||||||||||
The following table summarizes information as of December 31, 2013 and activity during 2013 related to our share option plans: | |||||||||||||
Shares | Weighted- | Weighted- | Aggregate | ||||||||||
Subject to | Average | Average | Intrinsic | ||||||||||
Outstanding | Exercise | Remaining | Value | ||||||||||
Options | Price | Contractual | (In thousands) | ||||||||||
(In thousands) | Term (Years) | ||||||||||||
Outstanding at January 1, 2013 | 4,178 | $ | 32.21 | ||||||||||
Options granted | 1,348 | 62.46 | |||||||||||
Options exercised | (904 | ) | 23.13 | ||||||||||
Options forfeited | (316 | ) | 46.44 | ||||||||||
Options expired | — | — | |||||||||||
Outstanding at December 31, 2013 | 4,306 | 42.54 | 7.9 | $ | 361,807 | ||||||||
Vested and expected to vest at December 31, 2013 | 3,988 | 41.53 | 7.8 | 339,073 | |||||||||
Exercisable at December 31, 2013 | 1,590 | 26.09 | 6.6 | 159,704 | |||||||||
Schedule of Information and Activity Related to RSUs Activity | ' | ||||||||||||
The following table summarizes information as of December 31, 2013 and activity during 2013 related to our RSUs: | |||||||||||||
Number of RSUs (in thousands) | Weighted- | Weighted- | Aggregate | ||||||||||
Average | Average | Intrinsic | |||||||||||
Grant-Date | Remaining | Value | |||||||||||
Fair Value | Contractual | (In thousands) | |||||||||||
Term (Years) | |||||||||||||
Outstanding at January 1, 2013 | 956 | $ | 49.04 | ||||||||||
RSUs granted | 585 | 61.8 | |||||||||||
RSUs released | (222 | ) | 49.04 | ||||||||||
RSUs forfeited | (155 | ) | 50.4 | ||||||||||
RSUs expired | — | — | |||||||||||
Outstanding at December 31, 2013 | 1,164 | 55.28 | 1.6 | $ | 147,333 | ||||||||
Segment_and_Other_Information_
Segment and Other Information (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Segment Reporting, Disclosure of Other Information about Entity's Reportable Segments [Abstract] | ' | |||||||||||
Summary Of Total Revenues | ' | |||||||||||
The following table presents a summary of total revenues (in thousands): | ||||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Xyrem | $ | 569,113 | $ | 378,663 | $ | 233,348 | ||||||
Erwinaze | 174,251 | 72,083 | — | |||||||||
Prialt | 27,103 | 26,360 | — | |||||||||
Psychiatry | 49,226 | 76,489 | 33,170 | |||||||||
Other | 45,705 | 26,932 | — | |||||||||
Product sales, net | 865,398 | 580,527 | 266,518 | |||||||||
Royalties and contract revenues | 7,025 | 5,452 | 5,759 | |||||||||
Total revenues | $ | 872,423 | $ | 585,979 | $ | 272,277 | ||||||
Summary Of Total Revenues Attributed To Geographic Sources | ' | |||||||||||
The following table presents a summary of total revenues attributed to geographic sources (in thousands): | ||||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
United States | $ | 792,518 | $ | 538,219 | $ | 265,718 | ||||||
Europe | 61,843 | 38,590 | 6,224 | |||||||||
All other | 18,062 | 9,170 | 335 | |||||||||
Total revenues | $ | 872,423 | $ | 585,979 | $ | 272,277 | ||||||
Summary Of Revenues From Customers Representing More Then 10% Of Total Revenues | ' | |||||||||||
The following table presents a summary of the percentage of total revenues from customers that represented more than 10% of our total revenues: | ||||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Express Scripts | 65 | % | 64 | % | 85 | % | ||||||
Accredo | 16 | % | N/A | N/A | ||||||||
Total Long-Lived Assets by Location | ' | |||||||||||
The following table presents total long-lived assets by location (in thousands): | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | |||||||||||
Ireland | $ | 5,799 | $ | 2,437 | ||||||||
United States | 7,734 | 4,451 | ||||||||||
Other | 713 | 393 | ||||||||||
Total long-lived assets (1) | $ | 14,246 | $ | 7,281 | ||||||||
_________________________ | ||||||||||||
-1 | Long-lived assets consist of property and equipment. |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Income Tax Disclosure [Abstract] | ' | |||||||||||
Components of Income from Continuing Operations before Income Tax Provision (Benefit) | ' | |||||||||||
The components of income from continuing operations before the income tax provision (benefit) were as follows (in thousands): | ||||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Republic of Ireland | $ | 186,903 | $ | (73,949 | ) | $ | — | |||||
United States | 132,855 | 250,348 | 124,984 | |||||||||
Other | (11,808 | ) | 956 | — | ||||||||
Total | $ | 307,950 | $ | 177,355 | $ | 124,984 | ||||||
Details of Income Tax Provision (Benefit) | ' | |||||||||||
The following table sets forth the details of the income tax provision (benefit) (in thousands): | ||||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Current | ||||||||||||
Republic of Ireland | $ | 17,089 | $ | (10,733 | ) | $ | — | |||||
United States | 71,964 | 33,387 | — | |||||||||
Other | 12,682 | 7,414 | — | |||||||||
Total current income tax | 101,735 | 30,068 | — | |||||||||
Deferred | ||||||||||||
Republic of Ireland | 8,353 | (315 | ) | — | ||||||||
United States | (3,513 | ) | (103,932 | ) | — | |||||||
Other | (14,937 | ) | (9,615 | ) | — | |||||||
Total deferred income tax provision (benefit) | (10,097 | ) | (113,862 | ) | — | |||||||
Total income tax provision (benefit) | $ | 91,638 | $ | (83,794 | ) | $ | — | |||||
Reconciliation of Income Taxes at the Statutory Income Tax Rate to Effective Income Tax Rate | ' | |||||||||||
A reconciliation of income taxes at the statutory income tax rate to our effective income tax rate was as follows (in thousands): | ||||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Statutory income tax rate | 12.5 | % | 12.5 | % | 35 | % | ||||||
Income tax provision at statutory rate | $ | 38,494 | 22,169 | 43,744 | ||||||||
Acquisition-related costs | — | 763 | 3,552 | |||||||||
Research and other tax credits | (5,957 | ) | (100 | ) | (1,323 | ) | ||||||
Non-deductible share-based compensation | 2,497 | 873 | 670 | |||||||||
Foreign income tax rate differential | 31,651 | 52,066 | — | |||||||||
Change in unrecognized tax benefits | 8,685 | 2,249 | — | |||||||||
Prior period adjustments | 3,375 | (2,524 | ) | — | ||||||||
Change in valuation allowance | 3,220 | (159,158 | ) | (46,996 | ) | |||||||
Non-deductible contingent consideration | 5,320 | — | — | |||||||||
Other | 4,353 | (132 | ) | 353 | ||||||||
Income tax provision (benefit) | $ | 91,638 | $ | (83,794 | ) | $ | — | |||||
Effective income tax rate | 29.8 | % | (47.2 | )% | — | % | ||||||
Schedule of Net Deferred Tax Assets/(Liabilities) | ' | |||||||||||
Significant components of our net deferred tax assets/(liabilities) were as follows (in thousands): | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | |||||||||||
Deferred tax assets: | ||||||||||||
Net operating loss carryforwards | $ | 71,364 | $ | 71,636 | ||||||||
Tax credit carryforwards | 11,374 | 6,034 | ||||||||||
Intangible assets | 10,733 | 13,940 | ||||||||||
Share-based compensation | 8,116 | 3,875 | ||||||||||
Accruals | 30,730 | 32,594 | ||||||||||
Deferred revenue and other | 9,252 | 13,797 | ||||||||||
Total deferred tax assets | 141,569 | 141,876 | ||||||||||
Valuation allowance | (20,691 | ) | (17,471 | ) | ||||||||
Net deferred tax assets | 120,878 | 124,405 | ||||||||||
Deferred tax liabilities: | ||||||||||||
Acquired intangible assets | (176,576 | ) | (191,341 | ) | ||||||||
Other | (10,848 | ) | (1,069 | ) | ||||||||
Net deferred tax liabilities | $ | (66,546 | ) | $ | (68,005 | ) | ||||||
The following table presents the breakdown between current and non-current deferred tax assets/(liabilities) (in thousands): | ||||||||||||
Year Ended December 31, | ||||||||||||
2013 | 2012 | |||||||||||
Current deferred tax assets | $ | 33,613 | $ | 35,813 | ||||||||
Current deferred tax liabilities | (6,259 | ) | (275 | ) | ||||||||
Non-current deferred tax assets | 74,597 | 74,850 | ||||||||||
Non-current deferred tax liabilities | (168,497 | ) | (178,393 | ) | ||||||||
Net deferred tax liabilities | $ | (66,546 | ) | $ | (68,005 | ) | ||||||
Reconciliation of Unrecognized Tax Benefits | ' | |||||||||||
A reconciliation of our unrecognized tax benefits follows (in thousands): | ||||||||||||
December 31, | ||||||||||||
2013 | 2012 | 2011 | ||||||||||
Balance at the beginning of the year | $ | 7,288 | $ | 3,764 | $ | 4,852 | ||||||
Increases related to current year tax positions | 14,308 | 3,492 | 242 | |||||||||
Increases related to prior year tax positions | 183 | 40 | 213 | |||||||||
Decreases related to prior year tax positions | (142 | ) | (8 | ) | (1,543 | ) | ||||||
Balance at the end of the year | $ | 21,637 | $ | 7,288 | $ | 3,764 | ||||||
Restructuring_Tables
Restructuring (Tables) | 12 Months Ended | |||||||||||
Dec. 31, 2013 | ||||||||||||
Restructuring and Related Activities [Abstract] | ' | |||||||||||
Schedule of restructuring amounts | ' | |||||||||||
The following table summarizes the amounts related to restructuring for the year ended December 31, 2013 (in thousands): | ||||||||||||
Termination Benefits | Facility Closure Costs | Total | ||||||||||
Balance at December 31, 2012 | $ | 1,227 | $ | — | $ | 1,227 | ||||||
Costs incurred during the period | 1,045 | 412 | 1,457 | |||||||||
Cash payments | (2,272 | ) | (160 | ) | (2,432 | ) | ||||||
Balance at December 31, 2013 | $ | — | $ | 252 | $ | 252 | ||||||
Discontinued_Operations_Tables
Discontinued Operations (Tables) | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Discontinued Operations and Disposal Groups [Abstract] | ' | |||
Net revenue and income from discontinued operations | ' | |||
Net revenue and income from discontinued operations were as follows (in thousands): | ||||
Year Ended | ||||
31-Dec-12 | ||||
Product sales, net | $ | 20,873 | ||
Loss from discontinued operations before income taxes (1) | $ | (5,787 | ) | |
Income tax expense (1) | (2,020 | ) | ||
Loss from discontinued operations, net of taxes | (7,807 | ) | ||
Gain on sale of discontinued operations (2) | 35,244 | |||
Income from discontinued operations, net of taxes | $ | 27,437 | ||
__________________________ | ||||
(1) The income tax expense relates to profits generated by the women’s health business in 2012 which are attributable to the United States. | ||||
(2) The gain on sale of discontinued operations was not impacted by income taxes as the value attributable to the women’s health business was held in a non-taxable jurisdiction. |
Quarterly_Financial_Data_Unaud1
Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | |||||||||||||||
Schedule Of Interim Financial Information Of Results Of Operations On Quarterly Basis | ' | |||||||||||||||
The following interim financial information presents our 2013 and 2012 results of operations on a quarterly basis (in thousands, except per share amounts): | ||||||||||||||||
2013 | ||||||||||||||||
31-Mar | 30-Jun | 30-Sep | 31-Dec | |||||||||||||
Revenues | $ | 196,237 | $ | 208,252 | $ | 232,160 | $ | 235,774 | ||||||||
Gross margin (1) | 167,432 | 181,533 | 206,134 | 208,153 | ||||||||||||
Net income | 43,425 | 42,185 | 75,409 | 55,293 | ||||||||||||
Net income per share, basic | 0.74 | 0.72 | 1.3 | 0.96 | ||||||||||||
Net income per share, diluted | 0.71 | 0.69 | 1.23 | 0.9 | ||||||||||||
2012 | ||||||||||||||||
March 31 | June 30 | September 30 | December 31 | |||||||||||||
Revenues (2) | $ | 102,530 | $ | 124,231 | $ | 175,515 | $ | 183,703 | ||||||||
Gross margin(1)(2) | 93,708 | 110,714 | 141,501 | 156,179 | ||||||||||||
Income from continuing operations | 30,235 | 31,113 | 33,595 | 166,206 | ||||||||||||
Income (loss) from discontinued operations | (2,554 | ) | (3,968 | ) | (386 | ) | 34,345 | |||||||||
Net income | 27,681 | 27,145 | 33,209 | 200,551 | ||||||||||||
Net income per share, basic | 0.51 | 0.48 | 0.58 | 3.46 | ||||||||||||
Net income per share, diluted | 0.48 | 0.45 | 0.55 | 3.28 | ||||||||||||
__________________________ | ||||||||||||||||
-1 | Gross margin excludes amortization of acquired developed technology of $19.5 million, $19.3 million, $19.5 million and $20.5 million in the first, second, third and fourth quarters of 2013, respectively, and $10.7 million, $12.9 million, $19.7 million and $21.8 million in the first, second, third and fourth quarters of 2012, respectively. | |||||||||||||||
-2 | In 2012, we sold our women’s health business. The women’s health business met the discontinued operations criteria in the third quarter of 2012. See Note 18 for information regarding discontinued operations. As a result, revenues and gross margin for the first two quarters of 2012 have been restated to reflect only our continuing operations. There was no effect on previously reported net income. Below is a reconciliation of the revenues and gross margin amounts as previously reported in our quarterly reports on Form 10-Q to the restated amounts reported above. | |||||||||||||||
2012 | ||||||||||||||||
March 31 | June 30 | |||||||||||||||
Revenues, as previously reported | $ | 108,414 | $ | 129,539 | ||||||||||||
Less product sales from discontinued operations | (5,884 | ) | (5,308 | ) | ||||||||||||
Revenues, as adjusted | $ | 102,530 | $ | 124,231 | ||||||||||||
Gross margin, as previously reported | $ | 96,578 | $ | 112,940 | ||||||||||||
Less gross margin from discontinued operations | (2,870 | ) | (2,226 | ) | ||||||||||||
Gross margin, as adjusted | $ | 93,708 | $ | 110,714 | ||||||||||||
Organization_and_Description_o1
Organization and Description of Business (Details) (Subsequent Event [Member], Gentium [Member], USD $) | 2 Months Ended | |
Feb. 25, 2014 | Feb. 21, 2014 | |
Ordinary Shares [Member] | ||
Business Acquisition [Line Items] | ' | ' |
Purchase price | $993,374,568 | ' |
Acquired interest in business | ' | 98.00% |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Narrative) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2011 | Jun. 30, 2011 | Mar. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Summary Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Product sales, net | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $865,398,000 | $580,527,000 | $266,518,000 |
Number of customer with significant accounts receivable | 5 | ' | ' | ' | 5 | ' | ' | ' | ' | ' | ' | ' | 5 | 5 | ' |
Percentage of gross accounts receivable | 85.00% | ' | ' | ' | 78.00% | ' | ' | ' | ' | ' | ' | ' | 85.00% | 78.00% | ' |
Inventory, step-up value | 200,000 | ' | ' | ' | 4,000,000 | ' | ' | ' | ' | ' | ' | ' | 200,000 | 4,000,000 | ' |
Acquisition accounting inventory fair value step-up adjustments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,826,000 | 19,939,000 | 0 |
Amortization of intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 79,042,000 | 72,922,000 | 7,448,000 |
Advertising expenses | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | 700,000 | 1,000,000 |
Accredo Health Group, Inc. [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Summary Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of gross accounts receivable | 9.00% | ' | ' | ' | 11.00% | ' | ' | ' | ' | ' | ' | ' | 9.00% | 11.00% | ' |
Express Scripts [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Summary Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of gross accounts receivable | 69.00% | ' | ' | ' | 51.00% | ' | ' | ' | ' | ' | ' | ' | 69.00% | 51.00% | ' |
Minimum [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Summary Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated useful life of property and equipment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | ' | ' |
Remaining weighted-average useful life | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2 years | ' | ' |
Maximum [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Summary Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated useful life of property and equipment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | ' | ' |
Remaining weighted-average useful life | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '15 years | ' | ' |
Acquired Developed Technologies [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Summary Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Remaining weighted-average useful life | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '11 years 6 months | ' | ' |
Amortization of intangible assets | 20,500,000 | 19,500,000 | 19,300,000 | 19,500,000 | 21,800,000 | 19,700,000 | 12,900,000 | 10,700,000 | 1,800,000 | 1,800,000 | 1,800,000 | 1,800,000 | 78,800,000 | 65,100,000 | 7,200,000 |
Fair Value Adjustment to Inventory [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Summary Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquisition accounting inventory fair value step-up adjustments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,800,000 | 16,800,000 | ' |
Xyrem [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Summary Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Product sales, net | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 569,113,000 | 378,663,000 | 233,348,000 |
Xyrem [Member] | Product Concentration Risk [Member] | Sales Revenue, Product Line [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Summary Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of total revenues | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 65.80% | ' | ' |
Erwinaze And Erwinase [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Summary Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Product sales, net | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $174,251,000 | $72,083,000 | $0 |
Erwinaze And Erwinase [Member] | Product Concentration Risk [Member] | Sales Revenue, Product Line [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Summary Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of total revenues | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20.10% | ' | ' |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Schedule of Net Income (Loss) Per Ordinary Share) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Numerator: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income from continuing operations | ' | ' | ' | ' | $166,206 | $33,595 | $31,113 | $30,235 | $216,312 | $261,149 | $124,984 |
Discontinued operations | ' | ' | ' | ' | 34,345 | -386 | -3,968 | -2,554 | 0 | 27,437 | 0 |
Net income | $55,293 | $75,409 | $42,185 | $43,425 | $200,551 | $33,209 | $27,145 | $27,681 | $216,312 | $288,586 | $124,984 |
Denominator: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted-average ordinary shares - basic | ' | ' | ' | ' | ' | ' | ' | ' | 58,298 | 56,643 | 41,499 |
Dilutive effect of employee equity incentive and purchase plans | ' | ' | ' | ' | ' | ' | ' | ' | 1,772 | 1,536 | 2,715 |
Dilutive effect of warrants | ' | ' | ' | ' | ' | ' | ' | ' | 1,499 | 2,016 | 2,584 |
Weighted-average ordinary shares - diluted | ' | ' | ' | ' | ' | ' | ' | ' | 61,569 | 60,195 | 46,798 |
Basic income per ordinary share: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income from continuing operations (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | $3.71 | $4.61 | $3.01 |
Income from discontinued operations (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | $0 | $0.48 | $0 |
Net income (in dollars per share) | $0.96 | $1.30 | $0.72 | $0.74 | $3.46 | $0.58 | $0.48 | $0.51 | $3.71 | $5.09 | $3.01 |
Diluted income per ordinary share: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Income from continuing operations (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | $3.51 | $4.34 | $2.67 |
Income from discontinued operations (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | $0 | $0.45 | $0 |
Net income (in dollars per share) | $0.90 | $1.23 | $0.69 | $0.71 | $3.28 | $0.55 | $0.45 | $0.48 | $3.51 | $4.79 | $2.67 |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies (Schedule Of Computation Of Diluted Net Income (Loss) Per Share Having Anti-Dilutive Effect) (Details) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ' | ' | ' |
Options to purchase ordinary shares and RSUs (in shares) | 1,584 | 1,506 | 1,038 |
Fair_Value_Measurement_Narrati
Fair Value Measurement (Narrative) (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' |
Proceeds from sale of marketable securities | $0 | $81,246,000 | $0 |
Fair Value, Inputs, Level 3 [Member] | ' | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' |
Target sales of Erwinaze in 2013 | 124,500,000 | ' | ' |
Term Loan [Member] | ' | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' |
Principle amount of term loan | 554,400,000 | ' | ' |
Carrying value of term loan | 550,000,000 | ' | ' |
Cash Distribution [Member] | Forecast [Member] | Maximum [Member] | ' | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' |
Additional contingent payment to be made | $50,000,000 | ' | ' |
Fair_Value_Measurement_Schedul
Fair Value Measurement (Schedule of Available-For-Sale Securities) (Details) (USD $) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 |
Schedule of Available-for-sale Securities [Line Items] | ' | ' | ' | ' |
Amortized Cost | $636,504 | $387,196 | ' | ' |
Gross Unrealized Gains | 0 | 0 | ' | ' |
Gross Unrealized Losses | 0 | 0 | ' | ' |
Estimated Fair Value | 636,504 | 387,196 | ' | ' |
Amounts classified as cash and cash equivalents | 636,504 | 387,196 | 82,076 | 44,794 |
Cash [Member] | ' | ' | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' | ' | ' |
Amortized Cost | 495,990 | 343,548 | ' | ' |
Gross Unrealized Gains | 0 | 0 | ' | ' |
Gross Unrealized Losses | 0 | 0 | ' | ' |
Estimated Fair Value | 495,990 | 343,548 | ' | ' |
Amounts classified as cash and cash equivalents | 495,990 | 343,548 | ' | ' |
Time Deposits [Member] | ' | ' | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' | ' | ' |
Amortized Cost | 140,514 | ' | ' | ' |
Gross Unrealized Gains | 0 | ' | ' | ' |
Gross Unrealized Losses | 0 | ' | ' | ' |
Estimated Fair Value | 140,514 | ' | ' | ' |
Amounts classified as cash and cash equivalents | 140,514 | ' | ' | ' |
Money Market Funds [Member] | ' | ' | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' | ' | ' |
Amortized Cost | ' | 43,648 | ' | ' |
Gross Unrealized Gains | ' | 0 | ' | ' |
Gross Unrealized Losses | ' | 0 | ' | ' |
Estimated Fair Value | ' | 43,648 | ' | ' |
Amounts classified as cash and cash equivalents | ' | $43,648 | ' | ' |
Fair_Value_Measurement_Schedul1
Fair Value Measurement (Schedule of Available-For-Sale Investments Measured at Fair Value on Recurring Basis) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Available-for-sale securities | $636,504 | $387,196 |
Time Deposits [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Available-for-sale securities | 140,514 | ' |
Money Market Funds [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Available-for-sale securities | ' | 43,648 |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Available-for-sale securities | ' | 43,648 |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | Time Deposits [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Available-for-sale securities | ' | 0 |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | Money Market Funds [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Available-for-sale securities | ' | 43,648 |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | Contingent Consideration [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Contingent consideration | ' | 0 |
Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Available-for-sale securities | 140,514 | ' |
Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | Time Deposits [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Available-for-sale securities | 140,514 | ' |
Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | Money Market Funds [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Available-for-sale securities | 0 | ' |
Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | Contingent Consideration [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Contingent consideration | 50,000 | ' |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | Contingent Consideration [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Contingent consideration | ' | 34,800 |
Estimate of Fair Value, Fair Value Disclosure [Member] | Fair Value, Measurements, Recurring [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Available-for-sale securities | 140,514 | 43,648 |
Estimate of Fair Value, Fair Value Disclosure [Member] | Fair Value, Measurements, Recurring [Member] | Time Deposits [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Available-for-sale securities | 140,514 | 0 |
Estimate of Fair Value, Fair Value Disclosure [Member] | Fair Value, Measurements, Recurring [Member] | Money Market Funds [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Available-for-sale securities | 0 | 43,648 |
Estimate of Fair Value, Fair Value Disclosure [Member] | Fair Value, Measurements, Recurring [Member] | Contingent Consideration [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Contingent consideration | $50,000 | $34,800 |
Fair_Value_Measurement_Conting
Fair Value Measurement (Contingent Consideration Payable) (Details) (Contingent Consideration [Member], USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2013 |
Contingent Consideration [Member] | ' |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ' |
Contingent consideration payable, beginning of period | $34,800 |
Fair value adjustment recorded within selling, general and administrative expenses | 15,200 |
Contingent consideration payable, end of period | $50,000 |
Inventories_Details
Inventories (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Components of Inventories | ' | ' |
Raw materials | $4,900,000 | $4,979,000 |
Work in process | 8,907,000 | 5,410,000 |
Finished goods | 14,862,000 | 16,136,000 |
Inventories | 28,669,000 | 26,525,000 |
Inventory reclassified from raw materials to work in process | ' | 4,200,000 |
Inventory, step-up value | $200,000 | $4,000,000 |
Property_and_Equipment_Details
Property and Equipment (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Abstract] | ' | ' |
Computer software | $7,960 | $4,292 |
Computer equipment | 5,610 | 3,687 |
Leasehold improvements | 4,587 | 3,899 |
Construction-in-progress | 4,388 | 1,135 |
Furniture and fixtures | 1,897 | 1,953 |
Machinery and equipment | 417 | 94 |
Subtotal | 24,859 | 15,060 |
Less accumulated depreciation and amortization | -10,613 | -7,779 |
Property and equipment, net | $14,246 | $7,281 |
Accrued_Liabilities_Details
Accrued Liabilities (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Payables and Accruals [Abstract] | ' | ' |
Rebates and other sales deductions | $38,772 | $29,235 |
Employee compensation and benefits | 31,829 | 24,900 |
Sales returns reserve | 21,110 | 26,385 |
Royalties | 6,082 | 3,271 |
Professional fees | 5,675 | 2,163 |
Other | 16,250 | 18,712 |
Total accrued liabilities | $119,718 | $104,666 |
Goodwill_and_Intangible_Assets2
Goodwill and Intangible Assets (Schedule Of Gross Carrying Amount Of Goodwill) (Details) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2013 |
Goodwill [Roll Forward] | ' |
Balance at December 31, 2012 | $442,600 |
Foreign exchange | 7,856 |
Balance at December 31, 2013 | $450,456 |
Goodwill_and_Intangible_Assets3
Goodwill and Intangible Assets (Schedule Of Gross Carrying Amounts And Net Book Values Of Intangible Assets) (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | $959,689 | $933,434 |
Accumulated Amortization | -181,552 | -99,632 |
Total | 778,137 | 833,802 |
Intangible assets, gross | 993,948 | 969,584 |
Intangible assets, net | 812,396 | 869,952 |
Acquired Developed Technologies [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Remaining weighted average useful life (in years) | '11 years 6 months | ' |
Gross Carrying Amount | 957,089 | 930,834 |
Accumulated Amortization | -179,225 | -97,578 |
Total | 777,864 | 833,256 |
Trademarks [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Remaining weighted average useful life (in years) | '1 year | ' |
Gross Carrying Amount | 2,600 | 2,600 |
Accumulated Amortization | -2,327 | -2,054 |
Total | 273 | 546 |
In Process Research And Development [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Acquired IPR&D assets | $34,259 | $36,150 |
Goodwill_and_Intangible_Assets4
Goodwill and Intangible Assets (Schedule Of Estimated Future Amortization Costs) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ' |
2014 | $82,865 | ' |
2015 | 76,816 | ' |
2016 | 72,486 | ' |
2017 | 72,395 | ' |
2018 | 72,326 | ' |
Thereafter | 401,249 | ' |
Total | $778,137 | $833,802 |
Goodwill_and_Intangible_Assets5
Goodwill and Intangible Assets (Additional Information) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | $959,689,000 | $933,434,000 |
Erwinaze And Erwinase [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 458,700,000 | ' |
Prialt [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Gross Carrying Amount | 199,500,000 | ' |
Women's Health Business [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible assets, net | ' | $41,400,000 |
LongTerm_Debt_Additional_Infor
Long-Term Debt (Additional Information) (Details) (USD $) | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | 0 Months Ended | ||||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jun. 13, 2013 | Dec. 31, 2011 | Jun. 30, 2012 | Jun. 13, 2013 | Dec. 31, 2013 | Jun. 13, 2013 | Jun. 30, 2012 | Jun. 13, 2013 | Jun. 13, 2013 | Dec. 31, 2013 | Jan. 22, 2014 | Jan. 23, 2014 | Feb. 19, 2014 | Jan. 22, 2014 | Jan. 23, 2014 | Jan. 22, 2014 | Jan. 23, 2014 | Feb. 19, 2014 | Jan. 22, 2014 | Jan. 23, 2014 | Jan. 22, 2014 | Jan. 23, 2014 | Jan. 22, 2014 | Jan. 22, 2014 | Jan. 23, 2014 | Jan. 22, 2014 | Jan. 23, 2014 | Jan. 22, 2014 | Jan. 23, 2014 | Jan. 22, 2014 | Jan. 23, 2014 | |
Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | ||||
Credit Agreement [Member] | Second Credit Amendment [Member] | Second Credit Amendment [Member] | Credit Agreement [Member] | Second Credit Amendment [Member] | Second Credit Amendment [Member] | Second Credit Amendment [Member] | Term Loan [Member] | Term Loan [Member] | Additional Term Loan [Member] | Refinanced Term Loan [Member] | Refinanced Term Loan [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | London Interbank Offered Rate (LIBOR) [Member] | London Interbank Offered Rate (LIBOR) [Member] | Prime Rate [Member] | Prime Rate [Member] | Prime Rate [Member] | Rate Option [Member] | Rate Option [Member] | Rate Option Two [Member] | Rate Option Two [Member] | Rate Option Three [Member] | |||||||||
Second Credit Amendment [Member] | Second Credit Amendment [Member] | Second Credit Amendment [Member] | Second Credit Amendment [Member] | Second Credit Amendment [Member] | Second Credit Amendment [Member] | Refinanced Term Loan [Member] | Refinanced Term Loan [Member] | Revolving Credit Facility [Member] | Refinanced Term Loan [Member] | Refinanced Term Loan [Member] | Revolving Credit Facility [Member] | Refinanced Term Loan [Member] | Revolving Credit Facility [Member] | Refinanced Term Loan [Member] | Revolving Credit Facility [Member] | Refinanced Term Loan [Member] | ||||||||||||||||||
Second Credit Amendment [Member] | Second Credit Amendment [Member] | Second Credit Amendment [Member] | Second Credit Amendment [Member] | Second Credit Amendment [Member] | Second Credit Amendment [Member] | Second Credit Amendment [Member] | Second Credit Amendment [Member] | Second Credit Amendment [Member] | Second Credit Amendment [Member] | Second Credit Amendment [Member] | ||||||||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Principle amount of term loan | ' | ' | ' | ' | ' | $475,000,000 | ' | ' | $557,188,000 | ' | ' | ' | ' | ' | $904,400,000 | ' | ' | $350,000,000 | ' | $554,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum amount available under revolving credit facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000,000 | 100,000,000 | 200,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 425,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount outstanding under revolving credit facility | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Repayments of debt | 465,910,000 | 11,875,000 | 41,668,000 | ' | ' | ' | 457,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maturity date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12-Jun-18 | ' | ' | 12-Jun-17 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, basis spread on variable rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.50% | ' | 2.50% | 1.50% | ' | 1.50% | ' | ' | ' | ' | ' |
Secured debt interest rate minimum percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.75% | ' | ' | 1.75% | ' | ' | ' | ' | ' | ' |
Interest rate reduction basis points | ' | ' | ' | ' | ' | ' | ' | 1.50% | ' | ' | ' | ' | 1.50% | ' | ' | ' | ' | ' | ' | ' | ' | 0.25% | ' | ' | ' | ' | ' | ' | ' | ' | 0.25% | ' | 0.50% | ' |
Commitment fee percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.25% | ' | 0.50% | ' |
Credit Facility Repayment Premium | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Mandatory prepayments as percentage of excess cash flow beginning in 2014 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | 25.00% | ' | 0.00% |
Term loan, frequency of periodic payment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'quarterly | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of principal amount for repayment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred financing costs and new lender fees | ' | ' | ' | 11,700,000 | ' | ' | ' | ' | ' | ' | ' | 4,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, original issue discount | ' | ' | ' | 4,900,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Write-off of deferred unamortized debt costs | 2,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Financing costs | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term loans interest rate | ' | ' | ' | ' | ' | ' | ' | 3.50% | ' | ' | ' | ' | ' | ' | ' | 3.30% | ' | ' | ' | ' | 2.70% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Term loans effective interest rate | ' | ' | ' | ' | ' | ' | ' | 4.30% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Current portion of long-term debt | 5,572,000 | 29,688,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term debt, less current portion | 544,404,000 | 427,073,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Loss on extinguishment of debt | 3,749,000 | 0 | 1,247,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Non-cash charge related to the write-off of unamortized debt issuance costs | ' | ' | ' | ' | $800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
LongTerm_Debt_Debt_Maturities_
Long-Term Debt (Debt Maturities) (Details) (Second Credit Amendment [Member], Term Loan [Member], USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Second Credit Amendment [Member] | Term Loan [Member] | ' |
Long-term Debt, Fiscal Year Maturity [Abstract] | ' |
2014 | $5,572 |
2015 | 5,572 |
2016 | 5,572 |
2017 | 5,572 |
2018 | 532,114 |
Long-term Debt | $554,402 |
Deferred_Revenue_Details
Deferred Revenue (Details) (USD $) | 12 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2006 | |
payment | ||||
Other Long Term Liabilities [Line Items] | ' | ' | ' | ' |
Deferred revenue, current | $1,138,000 | $1,138,000 | ' | ' |
UCB Pharma Limited [Member] | ' | ' | ' | ' |
Other Long Term Liabilities [Line Items] | ' | ' | ' | ' |
Contract revenues | 1,100,000 | 1,100,000 | 1,100,000 | ' |
Payments received upfront from UCB | ' | ' | ' | 2 |
Deferred contract revenues upfront payment received | ' | ' | ' | 15,000,000 |
Deferred revenues, total | 6,800,000 | ' | ' | ' |
Deferred revenue, current | $1,100,000 | ' | ' | ' |
Commitments_and_Contingencies_1
Commitments and Contingencies (Narrative) (Details) (USD $) | Dec. 31, 2013 | Oct. 19, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Jan. 31, 2014 |
Pending Litigation | Lease Agreements [Member] | Lease Agreements [Member] | FazaClo ANDA Matters [Member] | Subsequent Event [Member] | ||
Philadelphia | Palo Alto | Pending Litigation | Gentium [Member] | |||
manufacturer | Pending Litigation | |||||
Loss Contingencies [Line Items] | ' | ' | ' | ' | ' | ' |
Operating lease, term (in years) | ' | ' | '5 years | '3 years | ' | ' |
Operating lease, extended term option (in years) | ' | ' | ' | '1 year | ' | ' |
Noncancelable purchase commitments due within one year | $52,000,000 | ' | ' | ' | ' | ' |
Number of generic manufacturers that certifications were received from | ' | ' | ' | ' | 3 | ' |
Amounts sought in alleged breach of contractual obligation - minimum | ' | 10,500,000 | ' | ' | ' | ' |
Amounts sought in alleged breach of contractual obligation - maximum | ' | $25,000,000 | ' | ' | ' | ' |
Share price (in dollars per share) | ' | ' | ' | ' | ' | $57 |
Commitments_and_Contingencies_2
Commitments and Contingencies (Schedule Of Rent Expense Under Operating Leases) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Commitments and Contingencies Disclosure [Abstract] | ' | ' | ' |
Rent expense | $6,213 | $3,074 | $2,593 |
Commitments_and_Contingencies_3
Commitments and Contingencies (Schedule Of Future Minimum Lease Payments Under Noncancelable Operating Leases) (Details) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ' |
2014 | $9,760 |
2015 | 9,131 |
2016 | 6,415 |
2017 | 3,192 |
2018 | 681 |
Thereafter | 130 |
Total | $29,309 |
Shareholders_Equity_Narrative_
Shareholders' Equity (Narrative) (Details) (USD $) | Apr. 30, 2013 | 31-May-13 | Dec. 31, 2013 |
Share data in Millions, except Per Share data, unless otherwise specified | Ordinary Shares [Member] | Ordinary Shares [Member] | |
Stockholders' Equity Note [Line Items] | ' | ' | ' |
Total amount authorized for repurchase of shares under share repurchase program | ' | $200,000,000 | ' |
Share repurchases | ' | ' | 136,500,000 |
Stock repurchased, shares | ' | ' | 1.8 |
Treasury stock acquired, average cost per share (in dollars per share) | ' | ' | $74.67 |
Remaining amount authorized for repurchase of shares | ' | ' | 63,600,000 |
Increase in parent company distributable reserves | $1,600,000,000 | ' | ' |
Shareholders_Equity_Schedule_o
Shareholders' Equity (Schedule of Authorized But Unissued Ordinary Shares) (Details) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Class of Stock [Line Items] | ' |
Authorized but unissued ordinary shares reserved (in shares) | 12,718 |
2011 Equity Incentive Plan [Member] | ' |
Class of Stock [Line Items] | ' |
Authorized but unissued ordinary shares reserved (in shares) | 8,917 |
2007 Equity Incentive Plan [Member] | ' |
Class of Stock [Line Items] | ' |
Authorized but unissued ordinary shares reserved (in shares) | 988 |
2007 Employee Stock Purchase Plan [Member] | ' |
Class of Stock [Line Items] | ' |
Authorized but unissued ordinary shares reserved (in shares) | 704 |
Amended and Restated 2007 Non-Employee Directors Stock Option Plan [Member] | ' |
Class of Stock [Line Items] | ' |
Authorized but unissued ordinary shares reserved (in shares) | 374 |
Amended and Restated Directors Deferred Compensation Plan [Member] | ' |
Class of Stock [Line Items] | ' |
Authorized but unissued ordinary shares reserved (in shares) | 183 |
Exercise of Warrants [Member] | ' |
Class of Stock [Line Items] | ' |
Authorized but unissued ordinary shares reserved (in shares) | 1,552 |
Shareholders_Equity_Schedule_o1
Shareholders' Equity (Schedule of Ordinary Shares Issuable Under Warrants) (Details) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Class of Warrant or Right [Line Items] | ' |
Class of warrant or right outstanding (in shares) | 1,552 |
Warrants Issued in 2008 in Conjunction with Registered Direct Public Offering [Member] | ' |
Class of Warrant or Right [Line Items] | ' |
Class of warrant or right outstanding (in shares) | 604 |
Exercise price (in dollars per share) | 7.37 |
Warrants Issued in 2009 in Conjunction with Private Placement [Member] | ' |
Class of Warrant or Right [Line Items] | ' |
Class of warrant or right outstanding (in shares) | 948 |
Exercise price (in dollars per share) | 4 |
Comprehensive_Income_Details
Comprehensive Income (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Increase (Decrease) in Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ' | ' | ' |
Balance, beginning of period | $31,046 | ' | ' |
Other comprehensive income | 25,107 | 31,077 | -31 |
Balance, end of period | 56,153 | 31,046 | ' |
Foreign Currency Translation Adjustments [Member] | ' | ' | ' |
Increase (Decrease) in Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ' | ' | ' |
Balance, end of period | $56,153 | $31,046 | ' |
ShareBased_Compensation_Narrat
Share-Based Compensation (Narrative) (Details) (USD $) | 12 Months Ended | 12 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | |||||||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Jan. 18, 2012 | Dec. 31, 2013 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Sep. 30, 2011 | Sep. 30, 2011 | Dec. 31, 2013 | Dec. 31, 2011 | Jan. 02, 2014 | Dec. 31, 2013 | |
Share Options [Member] | Restricted Stock Units (RSUs) [Member] | Ordinary Shares [Member] | 2011 Equity Incentive Plan [Member] | 2011 Equity Incentive Plan [Member] | 2011 Equity Incentive Plan, Option One [Member] | 2011 Equity Incentive Plan, Option Two [Member] | 2007 Equity Incentive Plan [Member] | 2007 Equity Incentive Plan [Member] | 2007 Equity Incentive Plan [Member] | 2007 Equity Incentive Plan [Member] | 2007 Equity Incentive Plan [Member] | 2007 Equity Incentive Plan, Option One [Member] | 2007 Equity Incentive Plan, Option Two [Member] | 2007 Employee Stock Purchase Plan [Member] | 2007 Employee Stock Purchase Plan [Member] | 2007 Directors Option Plan [Member] | 2007 Directors Option Plan [Member] | 2007 Directors Option Plan [Member] | 2007 Directors Option Plan [Member] | Directors Deferred Plan [Member] | Directors Deferred Plan [Member] | Subsequent Event [Member] | Subsequent Event [Member] | ||||
Maximum [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | period | Maximum [Member] | Maximum [Member] | Initial Grant [Member] | Annual Automatic Grant [Member] | 2011 Equity Incentive Plan [Member] | 2007 Directors Option Plan [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Requisite service periods (in years) | ' | ' | ' | ' | ' | ' | '4 years | ' | ' | ' | ' | '1 year | '3 years | '3 years | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Grants expiration period (in years) | ' | ' | ' | ' | ' | ' | ' | '10 years | ' | ' | ' | ' | ' | '10 years | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares authorized for issuance (in shares) | ' | ' | ' | ' | ' | ' | 10,945,888 | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | 1,000,000 | 2,660,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of shares outstanding on December 31 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares authorized for issuance, annual automatic increase, maximum percentage of outstanding shares | ' | ' | ' | ' | ' | ' | ' | ' | 4.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase in shares reserved under plan (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 | ' | 2,603,448 | ' |
ESPP discount rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
ESPP offering period (in months) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '24 months | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of purchase periods within each ESPP offering period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of shares available for issuance (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 175,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Vesting period (in years) | ' | ' | ' | ' | '4 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '3 years | '1 year | ' | ' | ' | ' |
Number of RSUs released (in shares) | ' | ' | ' | ' | 222,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares issued (in shares) | ' | ' | ' | ' | ' | 146,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares withheld for tax purposes (in shares) | ' | ' | ' | ' | ' | 76,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares authorized for issuance under deferred compensation plan (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 777,713 | 200,000 | ' | ' | ' | ' | ' | 60,000 |
Recorded expense related to retainer fees earned and deferred | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0 | $400,000 | ' | ' |
Recognized tax benefits related to share options exercised | 6,700,000 | 18,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Aggregate intrinsic value of share options exercised | 46,000,000 | 106,500,000 | 33,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized compensation cost related to unvested share options and RSUs | ' | ' | ' | $53,700,000 | $42,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized compensation cost, weighted-average period of recognition (in years) | ' | ' | ' | '2 years 7 months 24 days | '2 years 9 months 24 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '1 year | ' | ' | ' | ' | ' | ' | ' | ' |
RSUs weighted-average grant date fair value (in dollars per share) | ' | ' | ' | ' | $61.80 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred Compensation Arrangement With Individual Shares Unissued | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 19,170 | ' | ' | ' |
ShareBased_Compensation_Schedu
Share-Based Compensation (Schedule of Weighted-Average Assumptions Used in Black-Scholes Option Pricing Model and Resulting Weighted-Average Grant Date Fair Value of Share Options Granted) (Details) (Share Options [Member], USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Share Options [Member] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' |
Grant date fair value (in dollars per share) | $29.09 | $25.28 | $17.38 |
Volatility | 58.00% | 64.00% | 72.00% |
Expected term (in years) | '4 years 4 months 24 days | '4 years 7 months 6 days | '5 years 2 months 12 days |
Range of risk-free rates, minimum | 0.50% | 0.50% | 0.00% |
Range of risk-free rates, maximum | 1.40% | 1.10% | 2.70% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
ShareBased_Compensation_Schedu1
Share-Based Compensation (Schedule of Stock-Based Compensation Expense Related to Stock Options, RSUs, Ordinary Shares Credited to Directors' Phantom Share Accounts and Grants under ESPP) (Details) (USD $) | 12 Months Ended | 1 Months Ended | |||||||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2011 | |||||
Selling, General and Administrative [Member] | Selling, General and Administrative [Member] | Selling, General and Administrative [Member] | Research and Development [Member] | Research and Development [Member] | Research and Development [Member] | Cost of Product Sales [Member] | Cost of Product Sales [Member] | Cost of Product Sales [Member] | Accelerated Vesting [Member] | Accelerated Vesting [Member] | Accelerated Vesting [Member] | ||||||||
option_holder | Selling, General and Administrative [Member] | Research and Development [Member] | |||||||||||||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Total stock-based compensation expense | $44,551,000 | $23,006,000 | $20,704,000 | [1] | $35,674,000 | $18,950,000 | $15,592,000 | [1] | $6,673,000 | $2,640,000 | $4,488,000 | [1] | $2,204,000 | $1,416,000 | $624,000 | [1] | ' | ' | ' |
Tax benefit from share-based compensation expense | -13,822,000 | -7,499,000 | 0 | [1] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Total share-based compensation expense, net of tax | 30,729,000 | 15,507,000 | 20,704,000 | [1] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||
Share-based compensation expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $7,300,000 | $6,900,000 | $400,000 | ||||
Number of executives | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 17 | ' | ' | ||||
[1] | Includes expense of $7.3 million related to the acceleration of vesting in December 2011 of certain non-qualified share options held by 17 executives and non-employee directors in connection with the Azur Merger, of which $6.9 million was recorded in selling, general and administrative and $0.4 million was recorded in research and development. |
ShareBased_Compensation_Schedu2
Share-Based Compensation (Schedule of Share Option Plans Activity) (Details) (USD $) | 12 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 |
Share Subject to Outstanding Options [Roll Forward] | ' |
Shares subject to outstanding options, outstanding at January 1, 2013 | 4,178 |
Shares subject to outstanding options, options granted | 1,348 |
Shares subject to outstanding options, options exercised | -904 |
Shares subject to outstanding options, options forfeited | -316 |
Shares subject to outstanding options, options expired | 0 |
Shares subject to outstanding options, outstanding at December 31, 2013 | 4,306 |
Shares subject to outstanding options, vested and expected to vest at December 31, 2013 | 3,988 |
Shares subject to outstanding options, exercisable at December 31, 2013 | 1,590 |
Weighted Average Exercise Price [Roll Forward] | ' |
Weighted-average exercise price, outstanding at January 1, 2013 | $32.21 |
Weighted-average exercise price, options granted | $62.46 |
Weighted-average exercise price, options exercised | $23.13 |
Weighted-average exercise price, options forfeited | $46.44 |
Weighted-average exercise price, options expired | $0 |
Weighted-average exercise price, outstanding at December 31, 2013 | $42.54 |
Weighted-average exercise price, vested and expected to vest at December 31, 2013 | $41.53 |
Weighted-average exercise price, exercisable at December 31, 2013 | $26.09 |
Weighted-average remaining contractual term, outstanding at December 31, 2013 | '7 years 11 months 12 days |
Weighted-average remaining contractual term, vested and expected to vest, exercisable at December 31, 2013 | '7 years 9 months 12 days |
Weighted-average remaining contractual term, exercisable at December 31, 2013 | '6 years 7 months 12 days |
Aggregate intrinsic value, outstanding at December 31, 2013 | $361,807 |
Aggregate intrinsic value, vested and expected to vest at December 31, 2013 | 339,073 |
Aggregate intrinsic value, exercisable at December 31, 2013 | $159,704 |
ShareBased_Compensation_Schedu3
Share-Based Compensation (Schedule of RSUs Activity) (Details) (Restricted Stock Units (RSUs) [Member], USD $) | 12 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 |
Restricted Stock Units (RSUs) [Member] | ' |
Number of RSUs [Roll Forward] | ' |
Number of RSUs, outstanding at January 1, 2013 (in shares) | 956 |
Number of RSUs granted (in shares) | 585 |
Number of RSUs released (in shares) | -222 |
Number of RSUs forfeited (in shares) | -155 |
Number of RSUs expired (in shares) | 0 |
Number of RSUs, outstanding at December 31, 2013 (in shares) | 1,164 |
Weighted-Average Grant-Date Fair Value [Roll Forward] | ' |
Weighted-average grant-date fair value, outstanding at January 1, 2013 (in dollars per share) | $49.04 |
Weighted-average grant-date fair value, RSUs granted (in dollars per share) | $61.80 |
Weighted-average grant-date fair value, RSUs released (in dollars per share) | $49.04 |
Weighted-average grant-date fair value, RSUs forfeited (in dollars per share) | $50.40 |
Weighted-average grant-date fair value, RSUs expired (in dollars per share) | $0 |
Weighted-average grant-date fair value, outstanding at December 31, 2013 (in dollars per share) | $55.28 |
Weighted-average remaining contractual term, outstanding at December 31, 2013 (in years) | '1 year 7 months 6 days |
Aggregate intrinsic value, outstanding at December 31, 2013 | $147,333 |
Segment_and_Other_Information_1
Segment and Other Information (Additional Information) (Details) | 12 Months Ended |
Dec. 31, 2013 | |
Segment | |
Segment Reporting [Abstract] | ' |
Number of operating business segment | 1 |
Segment_and_Other_Information_2
Segment and Other Information (Summary of Total Revenues) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Product sales, net | ' | ' | ' | ' | ' | ' | ' | ' | $865,398 | $580,527 | $266,518 |
Royalties and contract revenues | ' | ' | ' | ' | ' | ' | ' | ' | 7,025 | 5,452 | 5,759 |
Total revenues | 235,774 | 232,160 | 208,252 | 196,237 | 183,703 | 175,515 | 124,231 | 102,530 | 872,423 | 585,979 | 272,277 |
Xyrem [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Product sales, net | ' | ' | ' | ' | ' | ' | ' | ' | 569,113 | 378,663 | 233,348 |
Erwinaze And Erwinase [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Product sales, net | ' | ' | ' | ' | ' | ' | ' | ' | 174,251 | 72,083 | 0 |
Prialt [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Product sales, net | ' | ' | ' | ' | ' | ' | ' | ' | 27,103 | 26,360 | 0 |
Psychiatry [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Product sales, net | ' | ' | ' | ' | ' | ' | ' | ' | 49,226 | 76,489 | 33,170 |
Other [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Product sales, net | ' | ' | ' | ' | ' | ' | ' | ' | $45,705 | $26,932 | $0 |
Segment_and_Other_Information_3
Segment and Other Information (Summary of Total Revenues Attributed to Geographic Sources) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total revenues | $235,774 | $232,160 | $208,252 | $196,237 | $183,703 | $175,515 | $124,231 | $102,530 | $872,423 | $585,979 | $272,277 |
United States [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total revenues | ' | ' | ' | ' | ' | ' | ' | ' | 792,518 | 538,219 | 265,718 |
Europe [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total revenues | ' | ' | ' | ' | ' | ' | ' | ' | 61,843 | 38,590 | 6,224 |
All other [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total revenues | ' | ' | ' | ' | ' | ' | ' | ' | $18,062 | $9,170 | $335 |
Segment_and_Other_Information_4
Segment and Other Information (Summary of Revenues from Customers Representing at Least 10% of Total Revenues) (Details) (Sales Revenue, Goods, Net [Member]) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Express Scripts [Member] | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' |
Percentage of total revenues | 65.00% | 64.00% | 85.00% |
Accredo Health Group, Inc. [Member] | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' |
Percentage of total revenues | 16.00% | ' | ' |
Segment_and_Other_Information_5
Segment and Other Information (Total Long-Lived Assets by Location) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | ||
In Thousands, unless otherwise specified | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ||
Long-Lived Assets | $14,246 | [1] | $7,281 | [1] |
Ireland [Member] | ' | ' | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ||
Long-Lived Assets | 5,799 | 2,437 | ||
United States [Member] | ' | ' | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ||
Long-Lived Assets | 7,734 | 4,451 | ||
Other [Member] | ' | ' | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ||
Long-Lived Assets | $713 | $393 | ||
[1] | Long-lived assets consist of property and equipment. |
Income_Taxes_Components_of_Inc
Income Taxes (Components of Income from Continuing Operations before Income Tax Provision (Benefit)) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Components of Income from Continuing Operations before Income Tax Provision (Benefit) | ' | ' | ' |
Income from continuing operations before income tax provision (benefit), Republic of Ireland | $186,903 | ($73,949) | $0 |
Income from continuing operations before income tax provision (benefit), United States | 132,855 | 250,348 | 124,984 |
Income from continuing operations before income tax provision (benefit), other | -11,808 | 956 | 0 |
Total income from continuing operations before income tax provision (benefit) | $307,950 | $177,355 | $124,984 |
Income_Taxes_Details_of_Income
Income Taxes (Details of Income Tax Provision (Benefit)) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Current | ' | ' | ' |
Current income tax provision (benefit), Republic of Ireland | $17,089 | ($10,733) | $0 |
Current income tax provision (benefit), United States | 71,964 | 33,387 | 0 |
Current income tax provision (benefit), other | 12,682 | 7,414 | 0 |
Total current income tax | 101,735 | 30,068 | 0 |
Deferred | ' | ' | ' |
Deferred income tax provision (benefit), Republic of Ireland | 8,353 | -315 | 0 |
Deferred income tax provision (benefit), United States | -3,513 | -103,932 | 0 |
Deferred income tax provision (benefit), other | -14,937 | -9,615 | 0 |
Total deferred income tax provision (benefit) | -10,097 | -113,862 | 0 |
Total income tax provision (benefit) | $91,638 | ($83,794) | $0 |
Income_Taxes_Effective_Income_
Income Taxes (Effective Income Tax Rate Reconciliation) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Effective Income Tax Rate Reconciliation [Abstract] | ' | ' | ' |
Statutory income tax rate | ' | 12.50% | ' |
Income tax provision at statutory rate | $38,494 | $22,169 | $43,744 |
Acquisition-related costs | 0 | 763 | 3,552 |
Research and other tax credits | -5,957 | -100 | -1,323 |
Non-deductible share-based compensation | 2,497 | 873 | 670 |
Foreign income tax rate differential | 31,651 | 52,066 | 0 |
Change in unrecognized tax benefits | 8,685 | 2,249 | 0 |
Prior period adjustments | 3,375 | -2,524 | 0 |
Change in valuation allowance | 3,220 | -159,158 | -46,996 |
Non-deductible contingent consideration | 5,320 | 0 | 0 |
Other | 4,353 | -132 | 353 |
Total income tax provision (benefit) | $91,638 | ($83,794) | $0 |
Effective income tax rate | 29.80% | -47.20% | 0.00% |
Ireland [Member] | ' | ' | ' |
Effective Income Tax Rate Reconciliation [Abstract] | ' | ' | ' |
Statutory income tax rate | 12.50% | 12.50% | 35.00% |
Income_Taxes_Schedule_of_Net_D
Income Taxes (Schedule of Net Deferred Tax Assets/(Liabilities)) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Deferred tax assets: | ' | ' |
Net operating loss carryforwards | $71,364 | $71,636 |
Tax credit carryforwards | 11,374 | 6,034 |
Intangible assets | 10,733 | 13,940 |
Share-based compensation | 8,116 | 3,875 |
Accruals | 30,730 | 32,594 |
Deferred revenue and other | 9,252 | 13,797 |
Total deferred tax assets | 141,569 | 141,876 |
Valuation allowance | -20,691 | -17,471 |
Net deferred tax assets | 120,878 | 124,405 |
Deferred tax liabilities: | ' | ' |
Acquired intangible assets | -176,576 | -191,341 |
Other | -10,848 | -1,069 |
Net deferred tax liabilities | ($66,546) | ($68,005) |
Income_Taxes_Current_and_Noncu
Income Taxes (Current and Non-current deferred assets/liabilities (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current and Non-current Deferred Tax Assets(Liabilities) [Abstract] | ' | ' |
Current deferred tax assets | $33,613 | $35,813 |
Current deferred tax liabilities | -6,259 | -275 |
Non-current deferred tax assets | 74,597 | 74,850 |
Non-current deferred tax liabilities | -168,497 | -178,393 |
Net deferred tax liabilities | ($66,546) | ($68,005) |
Income_Taxes_Reconciliation_of
Income Taxes (Reconciliation of Unrecognized Tax Benefits) (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Reconciliation of Beginning and Ending Amounts of Unrecognized Tax Benefits | ' | ' | ' |
Balance at the beginning of the year | $7,288 | $3,764 | $4,852 |
Increases related to current year tax positions | 14,308 | 3,492 | 242 |
Increases related to prior year tax positions | 183 | 40 | 213 |
Decreases related to prior year tax positions | -142 | -8 | -1,543 |
Balance at the end of the year | $21,637 | $7,288 | $3,764 |
Income_Taxes_Narrative_Details
Income Taxes (Narrative) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||
Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | |
Operating Loss Carryforwards [Line Items] | ' | ' | ' | ' | ' |
Income tax provision (benefit) | ' | $91,638,000 | ($83,794,000) | $0 | ' |
Change in valuation allowance | ' | -3,220,000 | 159,158,000 | 46,996,000 | ' |
Tax credit carryforwards | 55,000,000 | ' | 55,000,000 | ' | ' |
Deferred tax assets, valuation allowance | 17,471,000 | 20,691,000 | 17,471,000 | ' | ' |
Non-recurring income tax benefit | 104,200,000 | ' | ' | ' | ' |
Liability for unrecognized tax benefits | 7,288,000 | 21,637,000 | 7,288,000 | 3,764,000 | 4,852,000 |
Effective income tax rate | ' | 29.80% | -47.20% | 0.00% | ' |
Statutory income tax rate | ' | ' | 12.50% | ' | ' |
Other Noncurrent Assets [Member] | ' | ' | ' | ' | ' |
Operating Loss Carryforwards [Line Items] | ' | ' | ' | ' | ' |
Cumulated unremitted earnings of overseas subsidiaries | 604,200,000 | 664,300,000 | 604,200,000 | ' | ' |
Other Non-current Liabilities [Member] | ' | ' | ' | ' | ' |
Operating Loss Carryforwards [Line Items] | ' | ' | ' | ' | ' |
Liability for unrecognized tax benefits | 6,300,000 | 16,300,000 | 6,300,000 | ' | ' |
Employee Share Options [Member] | ' | ' | ' | ' | ' |
Operating Loss Carryforwards [Line Items] | ' | ' | ' | ' | ' |
Net operating loss carryforwards | ' | 65,400,000 | ' | ' | ' |
Foreign Tax Authorities [Member] | ' | ' | ' | ' | ' |
Operating Loss Carryforwards [Line Items] | ' | ' | ' | ' | ' |
Deferred tax assets, valuation allowance | 17,500,000 | 20,700,000 | 17,500,000 | ' | ' |
Tax rate before utilization of net operating losses, net credit carryforwards and valuation allowances | ' | ' | 42.50% | ' | ' |
Statutory income tax rate | ' | 12.50% | 12.50% | 35.00% | ' |
Foreign Tax Authorities [Member] | United Kingdom [Member] | ' | ' | ' | ' | ' |
Operating Loss Carryforwards [Line Items] | ' | ' | ' | ' | ' |
NOL carryforwards | ' | 59,500,000 | ' | ' | ' |
Foreign Tax Authorities [Member] | Germany [Member] | ' | ' | ' | ' | ' |
Operating Loss Carryforwards [Line Items] | ' | ' | ' | ' | ' |
NOL carryforwards | ' | 4,300,000 | ' | ' | ' |
U.S. Federal [Member] | ' | ' | ' | ' | ' |
Operating Loss Carryforwards [Line Items] | ' | ' | ' | ' | ' |
Tax credit carryforwards | ' | 18,500,000 | ' | ' | ' |
NOL carryforwards | ' | 227,900,000 | ' | ' | ' |
U.S. Federal [Member] | Year 2014 to 2016 [Member] | ' | ' | ' | ' | ' |
Operating Loss Carryforwards [Line Items] | ' | ' | ' | ' | ' |
Annual limitation on utilization of certain acquired federal NOLs | ' | 28,600,000 | ' | ' | ' |
U.S. Federal [Member] | Year 2017 [Member] | ' | ' | ' | ' | ' |
Operating Loss Carryforwards [Line Items] | ' | ' | ' | ' | ' |
Annual limitation on utilization of certain acquired federal NOLs | ' | 12,000,000 | ' | ' | ' |
U.S. Federal [Member] | Year 2018 to 2026 [Member] | ' | ' | ' | ' | ' |
Operating Loss Carryforwards [Line Items] | ' | ' | ' | ' | ' |
Annual limitation on utilization of certain acquired federal NOLs | ' | 3,000,000 | ' | ' | ' |
U.S. Federal [Member] | EUSA Pharma Acquisition [Member] | ' | ' | ' | ' | ' |
Operating Loss Carryforwards [Line Items] | ' | ' | ' | ' | ' |
NOL carryforwards | 114,600,000 | ' | 114,600,000 | ' | ' |
U.S. State [Member] | ' | ' | ' | ' | ' |
Operating Loss Carryforwards [Line Items] | ' | ' | ' | ' | ' |
Tax credit carryforwards | ' | 2,600,000 | ' | ' | ' |
NOL carryforwards | ' | $292,200,000 | ' | ' | ' |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 1 Months Ended | 12 Months Ended | |||
In Millions, unless otherwise specified | Nov. 30, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2011 |
director | Related Party Mulligan [Member] | Related Party Circ [Member] | |||
executive_officer | |||||
underwriter | |||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' |
Rent expense | ' | ' | ' | $0.30 | ' |
Lease termination expense | 1.2 | ' | ' | ' | ' |
Option to license certain rights and assets | ' | ' | ' | ' | 0.3 |
Number of underwriters buying shares in secondary offering | ' | ' | 2 | ' | ' |
Shares sold in secondary offering | ' | 5.4 | 7.9 | ' | ' |
Proceeds from secondary offering | ' | 314.4 | 390.7 | ' | ' |
Number of directors selling shares in secondary offering | ' | ' | 4 | ' | ' |
Number of executive officers selling shares in secondary offering | ' | ' | 4 | ' | ' |
Expenses from transactions with related party | ' | $0.50 | $0.40 | ' | ' |
Restructuring_Details
Restructuring (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Restructuring Reserve [Roll Forward] | ' | ' | ' |
Restructuring Reserve, Beginning Balance | $1,227 | ' | ' |
Cash payments | -2,432 | ' | ' |
Restructuring Reserve, Ending Balance | 252 | ' | ' |
Selling, General and Administrative Expenses [Member] | ' | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' | ' |
Costs incurred during the period | 1,457 | ' | ' |
One-time Termination Benefits | ' | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' | ' |
Restructuring Reserve, Beginning Balance | 1,227 | ' | ' |
Costs incurred during the period | 3,800 | ' | ' |
Cash payments | -2,272 | ' | ' |
Restructuring Reserve, Ending Balance | 0 | ' | ' |
One-time Termination Benefits | Selling, General and Administrative Expenses [Member] | ' | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' | ' |
Costs incurred during the period | 1,000 | 2,800 | 0 |
Facility Closing [Member] | ' | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' | ' |
Restructuring Reserve, Beginning Balance | 0 | ' | ' |
Cash payments | -160 | ' | ' |
Restructuring Reserve, Ending Balance | 252 | ' | ' |
Facility Closing [Member] | Selling, General and Administrative Expenses [Member] | ' | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' | ' |
Costs incurred during the period | $412 | ' | ' |
Discontinued_Operations_Detail
Discontinued Operations (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||
Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Discontinued Operation, Gain (Loss) on Disposal of Discontinued Operation, Net of Tax [Abstract] | ' | ' | ' | ' | ' | ' | ' |
Product sales, net | ' | ' | ' | ' | ' | $20,873,000 | ' |
Loss from discontinued operations before income taxes | ' | ' | ' | ' | ' | -5,787,000 | ' |
Income tax expense | ' | ' | ' | ' | ' | -2,020,000 | ' |
Loss from discontinued operations, net of taxes | ' | ' | ' | ' | ' | -7,807,000 | ' |
Gain on sale of discontinued operations | 35,200,000 | ' | ' | ' | ' | 35,244,000 | ' |
Income (loss) from discontinued operations | 34,345,000 | -386,000 | -3,968,000 | -2,554,000 | 0 | 27,437,000 | 0 |
Women's Health Business [Member] | ' | ' | ' | ' | ' | ' | ' |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Sales price of business sold | ' | ' | ' | ' | ' | 97,600,000 | ' |
Inventory transferred to Meda upon close of the sale | ' | ' | ' | ' | ' | 2,600,000 | ' |
Transactions costs incurred on sale | ' | ' | ' | ' | ' | $3,700,000 | ' |
Women's health products purchased by Meda | ' | ' | ' | ' | ' | 6 | ' |
Employee positions offered by acquirer | 60 | ' | ' | ' | ' | 60 | ' |
Employee_Benefit_Plans_Details
Employee Benefit Plans (Details) (USD $) | 12 Months Ended | ||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Defined Contribution Plan Disclosure [Line Items] | ' | ' | ' |
Expenses related to defined contribution plans | $1.10 | $0.30 | $0 |
Ireland [Member] | ' | ' | ' |
Defined Contribution Plan Disclosure [Line Items] | ' | ' | ' |
Expenses related to defined contribution plans | ' | 0 | 0 |
Defined contribution plans, employer matching percentage of employee's eligible contributions | 8.00% | ' | ' |
Accrued Retirement Liability | 0.3 | ' | ' |
United States [Member] | ' | ' | ' |
Defined Contribution Plan Disclosure [Line Items] | ' | ' | ' |
Expenses related to defined contribution plans | 0.4 | ' | ' |
United Kingdom [Member] | ' | ' | ' |
Defined Contribution Plan Disclosure [Line Items] | ' | ' | ' |
Expenses related to defined contribution plans | 0.4 | 0.2 | 0 |
Defined contribution plans, employer matching percentage of employee's eligible contributions | 12.00% | ' | ' |
France [Member] | ' | ' | ' |
Defined Contribution Plan Disclosure [Line Items] | ' | ' | ' |
Expenses related to defined contribution plans | $0.30 | ' | ' |
Subsequent_Event_Details
Subsequent Event (Details) (USD $) | 0 Months Ended | 0 Months Ended | 2 Months Ended | 0 Months Ended | 2 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | ||||||||||
Jan. 13, 2014 | Dec. 19, 2013 | Jan. 22, 2014 | Feb. 25, 2014 | Jan. 22, 2014 | Feb. 25, 2014 | Feb. 21, 2014 | Jan. 23, 2014 | Jun. 30, 2012 | Dec. 31, 2013 | Jun. 13, 2013 | Jan. 22, 2014 | Jan. 23, 2014 | Jun. 30, 2012 | Feb. 19, 2014 | Dec. 31, 2013 | Jun. 13, 2013 | Feb. 19, 2014 | |
Aerial [Member] | Gentium [Member] | Gentium [Member] | Gentium [Member] | Ordinary Shares [Member] | Ordinary Shares [Member] | Ordinary Shares [Member] | Second Credit Amendment [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Refinanced Term Loan [Member] | Refinanced Term Loan [Member] | Refinanced Term Loan [Member] | Refinanced Term Loan [Member] | Revolving Credit Facility [Member] | |
Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Gentium [Member] | Gentium [Member] | Gentium [Member] | Subsequent Event [Member] | Second Credit Amendment [Member] | Second Credit Amendment [Member] | Second Credit Amendment [Member] | Second Credit Amendment [Member] | Subsequent Event [Member] | Second Credit Amendment [Member] | Second Credit Amendment [Member] | Subsequent Event [Member] | ||||
Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | ||||||||||||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share price (in dollars per share) | ' | $57 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares acquired in tender offer (in shares) | ' | ' | ' | ' | 12,244,156 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of shares acquired | ' | ' | 79.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of diluted shares acquired | ' | ' | ' | ' | 69.00% | 29.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquired interest in business | ' | ' | ' | ' | ' | ' | 98.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Principle amount of term loan | ' | ' | ' | ' | ' | ' | ' | $904,400,000 | ' | ' | ' | ' | ' | $475,000,000 | ' | ' | $557,188,000 | ' |
Maximum amount available under revolving credit facility | ' | ' | ' | ' | ' | ' | ' | ' | 100,000,000 | ' | 200,000,000 | ' | 425,000,000 | ' | ' | ' | ' | ' |
Debt instrument, interest rate, stated percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.30% | 3.50% | ' | 2.70% |
Payments to acquire in process research and development | 125,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Initial upfront payment | ' | ' | ' | 993,374,568 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate reduction basis points | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.50% | ' | 0.25% | ' | ' | ' | 1.50% | ' | ' |
Maximum milestone payments | $272,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Quarterly_Financial_Data_Unaud2
Quarterly Financial Data (Unaudited) (Schedule Of Interim Financial Information Presents Results Of Operations On Quarterly Basis) (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||||||||||||||
Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2011 | Sep. 30, 2011 | Jun. 30, 2011 | Mar. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | ||||||||||
Quarterly Financial Data [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||
Revenues | $235,774,000 | $232,160,000 | $208,252,000 | $196,237,000 | $183,703,000 | $175,515,000 | $124,231,000 | $102,530,000 | ' | ' | ' | ' | $872,423,000 | $585,979,000 | $272,277,000 | |||||||||
Gross margin | 208,153,000 | [1] | 206,134,000 | [1] | 181,533,000 | [1] | 167,432,000 | [1] | 156,179,000 | [1] | 141,501,000 | [1] | 110,714,000 | [1] | 93,708,000 | [1] | ' | ' | ' | ' | ' | ' | ' | |
Income from continuing operations | ' | ' | ' | ' | 166,206,000 | 33,595,000 | 31,113,000 | 30,235,000 | ' | ' | ' | ' | 216,312,000 | 261,149,000 | 124,984,000 | |||||||||
Income from discontinued operations, net of taxes | ' | ' | ' | ' | 34,345,000 | -386,000 | -3,968,000 | -2,554,000 | ' | ' | ' | ' | 0 | 27,437,000 | 0 | |||||||||
Net income | 55,293,000 | 75,409,000 | 42,185,000 | 43,425,000 | 200,551,000 | 33,209,000 | 27,145,000 | 27,681,000 | ' | ' | ' | ' | 216,312,000 | 288,586,000 | 124,984,000 | |||||||||
Net income (in dollars per share), basic | $0.96 | $1.30 | $0.72 | $0.74 | $3.46 | $0.58 | $0.48 | $0.51 | ' | ' | ' | ' | $3.71 | $5.09 | $3.01 | |||||||||
Net income (in dollars per share), diluted | $0.90 | $1.23 | $0.69 | $0.71 | $3.28 | $0.55 | $0.45 | $0.48 | ' | ' | ' | ' | $3.51 | $4.79 | $2.67 | |||||||||
Amortization of intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 79,042,000 | 72,922,000 | 7,448,000 | |||||||||
Change in fair value of contingent consideration | 2,300,000 | 5,000,000 | 3,400,000 | 4,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||
Upfront license fees | ' | 1,000,000 | ' | 4,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||
Loss on extinguishment and modification of debt | ' | ' | 3,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,749,000 | 0 | 1,247,000 | |||||||||
Discontinued operations, gain on sale of women's health business | ' | ' | ' | ' | 35,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | 35,244,000 | ' | |||||||||
Tax benefit on the release of income tax valuation allowance | ' | ' | ' | ' | -104,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||
Fair value step-up adjustments, purchase accounting inventory | 700,000 | 500,000 | 1,100,000 | 1,500,000 | 2,100,000 | 10,300,000 | 3,000,000 | 1,300,000 | ' | ' | ' | ' | ' | ' | ' | |||||||||
Transaction costs | 4,400,000 | ' | 400,000 | ' | ' | ' | 8,900,000 | 3,500,000 | ' | ' | ' | ' | ' | ' | ' | |||||||||
Total stock-based compensation expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 44,551,000 | 23,006,000 | 20,704,000 | [2] | ||||||||
Azur Merger and EUSA Acquisition [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||
Quarterly Financial Data [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||
Revenue of acquiree since acquisition date | ' | ' | ' | ' | 59,600,000 | 59,900,000 | 23,500,000 | 18,400,000 | ' | ' | ' | ' | ' | ' | ' | |||||||||
Acquired Developed Technologies [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||
Quarterly Financial Data [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||
Amortization of intangible assets | 20,500,000 | 19,500,000 | 19,300,000 | 19,500,000 | 21,800,000 | 19,700,000 | 12,900,000 | 10,700,000 | 1,800,000 | 1,800,000 | 1,800,000 | 1,800,000 | 78,800,000 | 65,100,000 | 7,200,000 | |||||||||
Discontinued Operations [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||
Quarterly Financial Data [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||
Revenues | ' | ' | ' | ' | ' | ' | -5,308,000 | -5,884,000 | ' | ' | ' | ' | ' | ' | ' | |||||||||
Gross margin | ' | ' | ' | ' | ' | ' | -2,226,000 | -2,870,000 | ' | ' | ' | ' | ' | ' | ' | |||||||||
Continuing Operations [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||
Quarterly Financial Data [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||
Revenues | ' | ' | ' | ' | ' | ' | 124,231,000 | 102,530,000 | ' | ' | ' | ' | ' | ' | ' | |||||||||
Gross margin | ' | ' | ' | ' | ' | ' | 110,714,000 | 93,708,000 | ' | ' | ' | ' | ' | ' | ' | |||||||||
Previously Reported [Member] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||
Quarterly Financial Data [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||
Revenues | ' | ' | ' | ' | ' | ' | 129,539,000 | 108,414,000 | ' | ' | ' | ' | ' | ' | ' | |||||||||
Gross margin | ' | ' | ' | ' | ' | ' | $112,940,000 | $96,578,000 | ' | ' | ' | ' | ' | ' | ' | |||||||||
[1] | Gross margin excludes amortization of acquired developed technology of $19.5 million, $19.3 million, $19.5 million and $20.5 million in the first, second, third and fourth quarters of 2013, respectively, and $10.7 million, $12.9 million, $19.7 million and $21.8 million in the first, second, third and fourth quarters of 2012, respectively. | |||||||||||||||||||||||
[2] | Includes expense of $7.3 million related to the acceleration of vesting in December 2011 of certain non-qualified share options held by 17 executives and non-employee directors in connection with the Azur Merger, of which $6.9 million was recorded in selling, general and administrative and $0.4 million was recorded in research and development. |
Valuation_and_Qualifying_Accou1
Valuation and Qualifying Accounts (Schedule of Valuation and Qualifying Accounts) (Details) (USD $) | 12 Months Ended | |||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |||
Allowance for Doubtful Accounts [Member] | ' | ' | ' | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | ' | ' | ' | |||
Balance at beginning of period | $715 | [1] | $50 | [1] | $50 | [1] |
Additions charged to costs and expenses | -4 | [1] | 678 | [1] | 3 | [1] |
Deductions | -117 | [1] | -13 | [1] | -3 | [1] |
Balance at end of period | 594 | [1] | 715 | [1] | 50 | [1] |
Allowance for Sales Discounts [Member] | ' | ' | ' | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | ' | ' | ' | |||
Balance at beginning of period | 528 | [1] | 296 | [1] | 420 | [1] |
Additions charged to costs and expenses | 5,267 | [1] | 6,022 | [1] | 3,604 | [1] |
Deductions | -5,417 | [1] | -5,790 | [1] | -3,728 | [1] |
Balance at end of period | 378 | [1] | 528 | [1] | 296 | [1] |
Allowance for Chargebacks [Member] | ' | ' | ' | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | ' | ' | ' | |||
Balance at beginning of period | 2,536 | [1] | 20 | [1] | 12 | [1] |
Additions charged to costs and expenses | 21,047 | [1] | 13,072 | [1] | 451 | [1] |
Deductions | -20,875 | [1] | -10,556 | [1] | -443 | [1] |
Balance at end of period | 2,708 | [1] | 2,536 | [1] | 20 | [1] |
Deferred Tax Asset Valuation Allowance [Member] | ' | ' | ' | |||
Movement in Valuation Allowances and Reserves [Roll Forward] | ' | ' | ' | |||
Balance at beginning of period | 17,471 | [2],[3] | 111,188 | [2],[3] | 155,519 | [2] |
Additions charged to costs and expenses | 3,220 | 3,421 | [2],[3] | 0 | [2] | |
Other Additions | 0 | 62,971 | [2],[3] | 0 | [2] | |
Deductions | 0 | -160,109 | [2],[3] | -44,331 | [2] | |
Balance at end of period | $20,691 | $17,471 | [2],[3] | $111,188 | [2],[3] | |
[1] | Shown as a reduction of accounts receivable. Charges related to sales discounts and chargebacks are reflected as a reduction of revenue. | |||||
[2] | Deductions to the deferred tax asset valuation allowance include movements relating to utilization of NOLs and tax credit carryforwards, release in valuation allowance and other movements including adjustments following finalization of tax returns. | |||||
[3] | Other additions to the deferred income tax asset valuation allowance resulted from the Azur Merger and the EUSA Acquisition. |