Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2021 | Apr. 27, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-33500 | |
Entity Registrant Name | Jazz Pharmaceuticals plc | |
Entity Incorporation, State or Country Code | L2 | |
Entity Tax Identification Number | 98-1032470 | |
Entity Address, Address Line One | Fifth Floor, Waterloo Exchange, | |
Entity Address, Address Line Two | Waterloo Road | |
Entity Address, City or Town | Dublin 4 | |
Entity Address, Country | IE | |
Entity Address, Postal Zip Code | D04 E5W7 | |
Country Region | 353 | |
City Area Code | 1 | |
Local Phone Number | 634-7800 | |
Title of 12(b) Security | Ordinary shares, nominal value $0.0001 per share | |
Trading Symbol | JAZZ | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Smaller Reporting Company | false | |
Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 56,895,944 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal period Focus | Q1 | |
Entity Central Index Key | 0001232524 | |
Current Fiscal Year End Date | --12-31 |
CONDENSENED CONSOLIDATED BALANC
CONDENSENED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 2,097,533 | $ 1,057,769 |
Investments | 335,000 | 1,075,000 |
Accounts receivable, net of allowances | 413,976 | 396,490 |
Inventories | 115,475 | 95,396 |
Prepaid expenses | 57,185 | 62,422 |
Other current assets | 147,727 | 152,491 |
Total current assets | 3,166,896 | 2,839,568 |
Property, plant and equipment, net | 123,863 | 127,935 |
Operating lease assets | 125,738 | 129,169 |
Intangible assets, net | 2,108,046 | 2,195,051 |
Goodwill | 938,398 | 958,303 |
Deferred tax assets, net | 258,454 | 254,916 |
Deferred financing costs | 4,724 | 5,238 |
Other non-current assets | 30,351 | 25,721 |
Total assets | 6,756,470 | 6,535,901 |
Current liabilities: | ||
Accounts payable | 77,738 | 26,945 |
Accrued liabilities | 374,035 | 352,732 |
Current portion of long-term debt | 248,613 | 246,322 |
Income taxes payable | 49,334 | 25,200 |
Deferred revenue | 2,373 | 2,546 |
Total current liabilities | 752,093 | 653,745 |
Deferred revenue, non-current | 1,852 | 2,315 |
Long-term debt, less current portion | 1,853,033 | 1,848,516 |
Operating lease liabilities, less current portion | 136,020 | 140,035 |
Deferred tax liabilities, net | 109,915 | 130,397 |
Other non-current liabilities | 105,868 | 101,148 |
Commitments and contingencies | ||
Shareholders’ equity: | ||
Ordinary shares | 6 | 6 |
Non-voting euro deferred shares | 55 | 55 |
Capital redemption reserve | 472 | 472 |
Additional paid-in capital | 2,694,858 | 2,633,670 |
Accumulated other comprehensive loss | (179,428) | (134,352) |
Retained earnings | 1,281,726 | 1,159,894 |
Total shareholders’ equity | 3,797,689 | 3,659,745 |
Total liabilities and shareholders’ equity | $ 6,756,470 | $ 6,535,901 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Revenues: | ||
Total revenues | $ 607,581 | $ 534,726 |
Operating expenses: | ||
Cost of product sales (excluding amortization of acquired developed technologies) | 40,189 | 28,657 |
Selling, general and administrative | 260,508 | 208,400 |
Research and development | 76,573 | 86,107 |
Intangible asset amortization | 68,192 | 62,847 |
Acquired in-process research and development | 0 | 202,250 |
Impairment charge | 0 | 136,139 |
Total operating expenses | 445,462 | 724,400 |
Income (loss) from operations | 162,119 | (189,674) |
Interest expense, net | (27,376) | (18,496) |
Foreign exchange gain (loss) | 943 | (1,132) |
Income (loss) before income tax provision (benefit) and equity in gain of investees | 135,686 | (209,302) |
Income tax provision (benefit) | 18,019 | (51,287) |
Equity in gain of investees | (4,165) | (182) |
Net income (loss) | $ 121,832 | $ (157,833) |
Net income (loss) per ordinary share: | ||
Basic (in dollars per share) | $ 2.16 | $ (2.82) |
Diluted (in dollars per share) | $ 2.09 | $ (2.82) |
Weighted-average ordinary shares used in per share calculations - basic (in shares) | 56,468 | 55,956 |
Weighted-average ordinary shares used in per share calculations - diluted (in shares) | 58,393 | 55,956 |
Product sales, net | ||
Revenues: | ||
Total revenues | $ 603,531 | $ 530,205 |
Royalties and contract revenues | ||
Revenues: | ||
Total revenues | $ 4,050 | $ 4,521 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Net income (loss) | $ 121,832 | $ (157,833) |
Other comprehensive loss: | ||
Foreign currency translation adjustments | (46,220) | (29,990) |
Unrealized gain (loss) on hedging activities, net of income tax provision (benefit) of $163 and ($579), respectively | 1,144 | (4,053) |
Other comprehensive loss | (45,076) | (34,043) |
Total comprehensive income (loss) | $ 76,756 | $ (191,876) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Statement of Comprehensive Income [Abstract] | ||
Tax provision (benefit) effect on hedging activities | $ 163 | $ (579) |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Ordinary Shares | Non-voting Euro Deferred | Capital Redemption Reserve | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Retained Earnings |
Beginning balance (in shares) at Dec. 31, 2019 | 56,140 | 4,000 | |||||
Beginning balance at Dec. 31, 2019 | $ 3,110,981 | $ 6 | $ 55 | $ 472 | $ 2,266,026 | $ (223,393) | $ 1,067,815 |
Increase (Decrease) in Shareholders' Equity [Roll Forward] | |||||||
Issuance of ordinary shares in conjunction with exercise of share options (in shares) | 145 | ||||||
Issuance of ordinary shares in conjunction with exercise of share options | 13,264 | 13,264 | |||||
Issuance of ordinary shares in conjunction with vesting of restricted stock units (in shares) | 214 | ||||||
Shares withheld for payment of employee's withholding tax liability | (13,547) | (13,547) | |||||
Share-based compensation | 28,731 | 28,731 | |||||
Shares repurchased (in shares) | (1,131) | ||||||
Shares repurchased | (139,053) | (139,053) | |||||
Other comprehensive loss | (34,043) | (34,043) | |||||
Net income (loss) | (157,833) | (157,833) | |||||
Ending balance (in shares) at Mar. 31, 2020 | 55,368 | 4,000 | |||||
Ending balance at Mar. 31, 2020 | 2,808,500 | $ 6 | $ 55 | 472 | 2,294,474 | (257,436) | 770,929 |
Beginning balance (in shares) at Dec. 31, 2020 | 56,171 | 4,000 | |||||
Beginning balance at Dec. 31, 2020 | 3,659,745 | $ 6 | $ 55 | 472 | 2,633,670 | (134,352) | 1,159,894 |
Increase (Decrease) in Shareholders' Equity [Roll Forward] | |||||||
Issuance of ordinary shares in conjunction with exercise of share options (in shares) | 408 | ||||||
Issuance of ordinary shares in conjunction with exercise of share options | 50,407 | 50,407 | |||||
Issuance of ordinary shares in conjunction with vesting of restricted stock units (in shares) | 294 | ||||||
Shares withheld for payment of employee's withholding tax liability | (23,784) | (23,784) | |||||
Share-based compensation | 34,565 | 34,565 | |||||
Other comprehensive loss | (45,076) | (45,076) | |||||
Net income (loss) | 121,832 | 121,832 | |||||
Ending balance (in shares) at Mar. 31, 2021 | 56,873 | 4,000 | |||||
Ending balance at Mar. 31, 2021 | $ 3,797,689 | $ 6 | $ 55 | $ 472 | $ 2,694,858 | $ (179,428) | $ 1,281,726 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Operating activities | ||
Net income (loss) | $ 121,832 | $ (157,833) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Intangible asset amortization | 68,192 | 62,847 |
Share-based compensation | 34,485 | 28,654 |
Impairment charge | 0 | 136,139 |
Depreciation | 4,779 | 4,527 |
Acquired in-process research and development | 0 | 202,250 |
Deferred tax benefit | (19,110) | (63,976) |
Provision for losses on accounts receivable and inventory | 1,083 | 2,620 |
Amortization of debt discount and deferred financing costs | 15,688 | 12,000 |
Other non-cash transactions | 7,766 | 1,793 |
Changes in assets and liabilities: | ||
Accounts receivable | (18,245) | 37,861 |
Inventories | (22,014) | (10,235) |
Prepaid expenses and other current assets | (2,897) | (17,843) |
Other non-current assets | 157 | 505 |
Operating lease assets | 3,690 | 3,195 |
Accounts payable | 51,292 | 19,604 |
Accrued liabilities | 13,719 | (12,198) |
Income taxes payable | 24,625 | 20,829 |
Deferred revenue | (637) | (1,180) |
Other non-current liabilities | 4,774 | 7,316 |
Operating lease liabilities, less current portion | (4,182) | (3,906) |
Net cash provided by operating activities | 284,997 | 272,969 |
Investing activities | ||
Proceeds from maturity of investments | 760,000 | 345,000 |
Purchases of property, plant and equipment | (2,168) | (4,830) |
Acquired in-process research and development | 0 | (202,250) |
Acquisition of intangible assets | 0 | (13,000) |
Acquisition of investments | (20,700) | (185,000) |
Net cash provided by (used in) investing activities | 737,132 | (60,080) |
Financing activities | ||
Proceeds from employee equity incentive and purchase plans | 50,407 | 13,264 |
Payment of employee withholding taxes related to share-based awards | (23,784) | (13,547) |
Repayments of long-term debt | (8,347) | (8,347) |
Share repurchases | 0 | (139,053) |
Net cash provided by (used in) financing activities | 18,276 | (147,683) |
Effect of exchange rates on cash and cash equivalents | (641) | (948) |
Net increase in cash and cash equivalents | 1,039,764 | 64,258 |
Cash and cash equivalents, at beginning of period | 1,057,769 | 637,344 |
Cash and cash equivalents, at end of period | $ 2,097,533 | $ 701,602 |
The Company and Summary of Sign
The Company and Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
The Company and Summary of Significant Accounting Policies | The Company and Summary of Significant Accounting Policies Jazz Pharmaceuticals plc is a global biopharmaceutical company dedicated to developing and commercializing life-changing medicines that transform the lives of patients with serious diseases – often with limited or no options. We have a diverse portfolio of marketed medicines and novel product candidates, from early- to late-stage development, in key therapeutic areas. Our focus is in neuroscience, including sleep medicine and movement disorders, and in oncology, including hematologic malignancies and solid tumors. We actively explore new options for patients including novel compounds, small molecules, biologics and innovative delivery technologies. Our lead marketed products are: • Xyrem® (sodium oxybate) oral solution , a product approved by the U.S. Food and Drug Administration, or FDA, and marketed in the U.S. for the treatment of both cataplexy and excessive daytime sleepiness, or EDS, in narcolepsy patients seven years of age and older; • Xywav™ (calcium, magnesium, potassium, and sodium oxybates) oral solution , a product that contains 92% less sodium than Xyrem, approved by FDA and launched in the U.S. in November 2020 for the treatment of cataplexy or EDS in narcolepsy patients seven years of age and older; • Sunosi® (solriamfetol) , a product approved by FDA and marketed in the U.S. and in Europe to improve wakefulness in adult patients with EDS associated with narcolepsy or obstructive sleep apnea; • Zepzelca™ (lurbinectedin) , a product approved by FDA in June 2020 and launched in the U.S. in July 2020 for the treatment of adult patients with metastatic small cell lung cancer, or SCLC, with disease progression on or after platinum-based chemotherapy; • Vyxeos® (daunorubicin and cytarabine) liposome for injection , a product approved in the U.S. and in Europe (where it is marketed as Vyxeos® liposomal 44 mg/100 mg powder for concentrate for solution for infusion) for the treatment of adults with newly-diagnosed therapy-related acute myeloid leukemia, or AML, or AML with myelodysplasia-related changes; • Defitelio® (defibrotide sodium) , a product approved in the U.S. for the treatment of adult and pediatric patients with hepatic veno-occlusive disease, or VOD, also known as sinusoidal obstruction syndrome, with renal or pulmonary dysfunction following hematopoietic stem cell transplantation, or HSCT, and in Europe (where it is marketed as Defitelio® (defibrotide)) for the treatment of severe VOD in adults and children undergoing HSCT therapy; and • Erwinaze® (asparaginase Erwinia chrysanthemi) , a treatment approved in the U.S. and in certain markets in Europe (where it is marketed as Erwinase®) for patients with acute lymphoblastic leukemia, or ALL, who have developed hypersensitivity to E. coli-derived asparaginase. Throughout this report, unless otherwise indicated or the context otherwise requires, all references to “Jazz Pharmaceuticals,” “the registrant,” “we,” “us,” and “our” refer to Jazz Pharmaceuticals plc and its consolidated subsidiaries. Throughout this report, all references to “ordinary shares” refer to Jazz Pharmaceuticals plc’s ordinary shares. Basis of Presentation These unaudited condensed consolidated financial statements have been prepared following the requirements of the U.S. Securities and Exchange Commission for interim reporting. As permitted under those rules, certain footnotes and other financial information that are normally required by U.S. generally accepted accounting principles, or U.S. GAAP, can be condensed or omitted. The information included in this Quarterly Report on Form 10‑Q should be read in conjunction with our annual consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2020. In the opinion of management, these condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and include all adjustments, consisting only of normal recurring adjustments, considered necessary for the fair presentation of our financial position and operating results. The results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021, for any other interim period or for any future period. Our significant accounting policies have not changed substantially from those previously described in our Annual Report on Form 10-K for the year ended December 31, 2020. These condensed consolidated financial statements include the accounts of Jazz Pharmaceuticals plc and our subsidiaries, and intercompany transactions and balances have been eliminated. Our operating segment is reported in a manner consistent with the internal reporting provided to the chief operating decision maker, or CODM. Our CODM has been identified as our chief executive officer. We have determined that we operate in one business segment, which is the identification, development and commercialization of meaningful pharmaceutical products that address unmet medical needs. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures in the condensed consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and on assumptions believed to be reasonable under the circumstances. Actual results could differ materially from those estimates. Adoption of New Accounting Standards In December 2019, the Financial Accounting Standards Board, or FASB, issued ASU No. 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes", which simplifies the accounting for income taxes by removing certain exceptions to the general principles in the existing guidance for income taxes and making other minor improvements. We adopted this standard on January 1, 2021 and adoption did not have a material impact on our consolidated financial statements. Variable Interest Entit y In the three months ended March 31, 2021, we invested in a cell of a protected cell company, or the protected cell, as part of our directors’ and officers’ liability risk financing strategy. Based on our control and the structure of the protected cell, we concluded that Jazz is the primary beneficiary of the protected cell and is required to consolidate the protected cell. The insurance premium payable to the protected cell for the three months ended March 31, 2021 and the protected cell’s assets and liabilities as of March 31, 2021 were immaterial. Significant Risks and Uncertainties With the global impact of the COVID-19 pandemic, we have developed a comprehensive response strategy including establishing cross-functional response teams and implementing business continuity plans to manage the impact of the COVID-19 pandemic on our employees, patients and our business. Since the second quarter of 2020, we have been experiencing financial and other impacts of the pandemic, and given the global economic slowdown, the overall disruption of global healthcare systems and the other risks and uncertainties associated with the pandemic, we expect that our business, financial condition, results of operations and growth prospects will continue to be adversely affected in future quarters. With respect to our commercialization activities, the evolving effects of the COVID-19 pandemic continue to have a negative impact on demand, new patient starts and treatments for our products, primarily due to the inherent limitations of telemedicine and a reprioritization of healthcare resources toward COVID-19. The extent of the impact on our ability to generate sales of and revenues from our approved products, execute on new product launches, our clinical development and regulatory efforts, our corporate development objectives and the value of and market for our ordinary shares, will depend on future developments that are highly uncertain and cannot be predicted with confidence at this time, such as the ultimate duration and severity of the pandemic, governmental “stay-at-home” orders and travel restrictions, quarantines, social distancing and business closure requirements in the U.S., Ireland and other countries, and the effectiveness of vaccination programs and other actions taken globally to contain and treat the disease. Our business has been substantially dependent on Xyrem and while we expect that our business will continue to be substantially dependent on oxybate product sales from both Xyrem and Xywav, there is no guarantee that we can maintain oxybate sales at or near historical levels, or that oxybate sales will continue to grow. Our ability to maintain or increase oxybate sales is subject to a number of risks and uncertainties including, without limitation, those related to the introduction of authorized generic and generic versions of sodium oxybate and/or new products for treatment of cataplexy and/or EDS in narcolepsy in the U.S. market, the current and potential impacts of the ongoing COVID-19 pandemic, including the current and expected future negative impact on demand for our products and the uncertainty with respect to our ability to meet commercial demand in the future, increased pricing pressure from, changes in policies by, or restrictions on reimbursement imposed by, third party payers, including our ability to obtain and maintain adequate coverage and reimbursement for Xywav, challenges to our intellectual property around Xyrem and Xywav, and continued acceptance of Xyrem by physicians and patients and acceptance of Xywav by payers, physicians and patients. In addition to risks related specifically to Xyrem and Xywav, we are subject to other challenges and risks related to successfully commercializing a portfolio of oncology products and other neuroscience products, including Sunosi, Defitelio, Erwinaze, Vyxeos and Zepzelca, and other risks specific to our business and our ability to execute on our strategy, as well as risks and uncertainties common to companies in the pharmaceutical industry with development and commercial operations, including, without limitation, risks and uncertainties associated with: obtaining regulatory approval of our late-stage product candidates; effectively commercializing our recently approved products such as Sunosi, Zepzelca and Xywav; obtaining and maintaining adequate coverage and reimbursement for our products; increasing scrutiny of pharmaceutical product pricing and resulting changes in healthcare laws and policy; market acceptance; delays or problems in the supply of our products, loss of single source suppliers or failure to comply with manufacturing regulations; identifying, acquiring or in-licensing additional products or product candidates; pharmaceutical product development and the inherent uncertainty of clinical success; the challenges of protecting and enhancing our intellectual property rights; complying with applicable regulatory requirements; and possible restrictions on our ability and flexibility to pursue certain future opportunities as a result of our substantial outstanding debt obligations. In addition, the pending acquisition of GW Pharmaceuticals plc, or GW, may not be completed on the currently contemplated timeline or terms, or at all, and even if consummated, the anticipated benefits of the pending acquisition to us may not be realized fully within the expected timeframe or at all or may take longer to realize or cost more than expected, which could materially and adversely affect our business, financial condition, results of operations and growth prospects. Moreover, to the extent the COVID-19 pandemic continues to adversely affect our business and results of operations, it may also have the effect of heightening many of the other risks and uncertainties discussed above. We discuss many of these risks, uncertainties and other risk factors in greater detail under Part I, Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2020. Concentrations of Risk Financial instruments that potentially subject us to concentrations of credit risk consist of cash, cash equivalents, investments and derivative contracts. Our investment policy permits investments in U.S. federal government and federal agency securities, corporate bonds or commercial paper issued by U.S. corporations, money market instruments, certain qualifying money market mutual funds, certain repurchase agreements, and tax-exempt obligations of U.S. states, agencies and municipalities and places restrictions on credit ratings, maturities, and concentration by type and issuer. We are exposed to credit risk in the event of a default by the financial institutions holding our cash, cash equivalents and investments to the extent recorded on the balance sheet. We manage our foreign currency transaction risk and interest rate risk within specified guidelines through the use of derivatives. All of our derivative instruments are utilized for risk management purposes, and we do not use derivatives for speculative trading purposes. As of March 31, 2021, we had foreign exchange forward contracts with notional amounts totaling $425.1 million. As of March 31, 2021, the outstanding foreign exchange forward contracts had a net liability fair value of $10.7 million. As of March 31, 2021, we had interest rate swap contracts with notional amounts totaling $300.0 million. These outstanding interest rate swap contracts had a net liability fair value of $1.5 million as of March 31, 2021. The counterparties to these contracts are large multinational commercial banks, and we believe the risk of nonperformance is not significant. We are also subject to credit risk from our accounts receivable related to our product sales. We monitor our exposure within accounts receivable and record a reserve against uncollectible accounts receivable as necessary. We extend credit to pharmaceutical wholesale distributors and specialty pharmaceutical distribution companies, primarily in the U.S., and to other international distributors and hospitals. Customer creditworthiness is monitored and collateral is not required. We monitor deteriorating economic conditions in certain European countries which may result in variability of the timing of cash receipts and an increase in the average length of time that it takes to collect accounts receivable outstanding. Historically, we have not experienced significant credit losses on our accounts receivable and as of March 31, 2021 and December 31, 2020, allowances on receivables were not material. As of March 31, 2021, two customers accounted for 81% of gross accounts receivable, Express Scripts Specialty Distribution Services, Inc. and its affiliates, or ESSDS, which accounted for 67% of gross accounts receivable, and McKesson Corporation and affiliates, or McKesson, which accounted for 14% of gross accounts receivable. As of December 31, 2020, two customers accounted for 80% of gross accounts receivable, ESSDS, which accounted for 68% of gross accounts receivable, and McKesson, which accounted for 12% of gross accounts receivable. We depend on single source suppliers for most of our products, product candidates and their active pharmaceutical ingredients, or APIs. With respect to Xyrem, the API is manufactured for us by a single source supplier and the finished product is manufactured both by us in our facility in Athlone, Ireland and by our U.S.-based Xyrem supplier. Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”, which simplifies the accounting for convertible instruments by |
Acquisition Agreement
Acquisition Agreement | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Acquisition Agreement | Acquisition Agreement GW Transaction Agreement On February 3, 2021, we announced that we have entered into a definitive transaction agreement, or the GW Transaction Agreement, with GW under which a wholly-owned subsidiary of ours, Jazz Pharmaceuticals UK Holdings Limited, or Acquisition Sub, agreed to acquire GW. The GW Transaction Agreement provides, among other things, that subject to the satisfaction or waiver of the conditions set forth in the GW Transaction Agreement, Acquisition Sub will acquire the entire issued share capital of GW pursuant to a scheme of arrangement under Part 26 of the United Kingdom Companies Act 2006, or Scheme of Arrangement, which we refer to as the GW Acquisition. Under the GW Transaction Agreement, at the effective time of the Scheme of Arrangement, all GW ordinary shares issued and outstanding will be transferred to Acquisition Sub, and the holders of GW ordinary shares will have the right to receive, for each such share, (a) $16.66 2 ⁄ 3 in cash and (b) an amount of our ordinary shares determined based on the exchange ratio, which exchange ratio will be determined as follows: • If the volume-weighted weighted average sales price of our ordinary shares, as determined in accordance with the GW Transaction Agreement, or the Defined VWAP, is greater than $139.72 but less than $170.76, the exchange ratio will be an amount equal to the quotient obtained by dividing (x) $1.66 2 ⁄ 3 by (y) the Defined VWAP; • If the Defined VWAP is equal to or less than $139.72, the exchange ratio will be 0.011929; or • If the Defined VWAP is an amount equal to or greater than $170.76, the exchange ratio will be 0.009760. Because each American Depositary Share in GW, or GW ADSs, represents a beneficial interest in 12 GW ordinary shares, holders of GW ADSs will be entitled to receive 12 times the foregoing cash and share amounts, or (1) $200.00 in cash and (2) $20.00 in the form of our ordinary shares with the actual number of our ordinary shares being determined based on the exchange ratio set out above. The total consideration to be paid by us for the entire issued share capital of GW is approximately $7.2 billion. The GW Transaction Agreement contains customary representations and warranties given by GW and us , covenants regarding the conduct of GW ’s business prior to the consummation of the GW Acquisition, termination rights and other customary provisions. |
Cash and Available-for-Sale Sec
Cash and Available-for-Sale Securities | 3 Months Ended |
Mar. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Cash and Available-for-Sale Securities | Cash and Available-for-Sale Securities Cash, cash equivalents and investments consisted of the following (in thousands): March 31, 2021 Amortized Gross Gross Estimated Cash and Investments Cash $ 851,856 $ — $ — $ 851,856 $ 851,856 $ — Time deposits 1,295,000 — — 1,295,000 960,000 335,000 Money market funds 285,677 — — 285,677 285,677 — Totals $ 2,432,533 $ — $ — $ 2,432,533 $ 2,097,533 $ 335,000 December 31, 2020 Amortized Gross Gross Estimated Cash and Investments Cash $ 517,117 $ — $ — $ 517,117 $ 517,117 $ — Time deposits 1,360,000 — — 1,360,000 285,000 1,075,000 Money market funds 255,652 — — 255,652 255,652 — Totals $ 2,132,769 $ — $ — $ 2,132,769 $ 1,057,769 $ 1,075,000 Cash equivalents and investments are considered available-for-sale securities. We use the specific-identification method for calculating realized gains and losses on securities sold and include them in interest expense, net in the condensed consolidated statements of income (loss). Our investment balances represent time deposits with original maturities of greater than three months and less than one year. Interest income from available-for-sale securities was $1.2 million and $4.4 million in the three months ended March 31, 2021 and 2020, respectively. |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement | Fair Value Measurement The following table summarizes, by major security type, our available-for-sale securities and derivative contracts as of March 31, 2021 and December 31, 2020 that were measured at fair value on a recurring basis and were categorized using the fair value hierarchy (in thousands): March 31, 2021 December 31, 2020 Quoted Significant Total Quoted Significant Total Assets: Available-for-sale securities: Time deposits $ — $ 1,295,000 $ 1,295,000 $ — $ 1,360,000 $ 1,360,000 Money market funds 285,677 — 285,677 255,652 — 255,652 Foreign exchange forward contracts — 488 488 — 11,907 11,907 Totals $ 285,677 $ 1,295,488 $ 1,581,165 $ 255,652 $ 1,371,907 $ 1,627,559 Liabilities: Interest rate contracts $ — $ 1,527 $ 1,527 $ — $ 2,835 $ 2,835 Foreign exchange forward contracts — 11,149 11,149 — 790 790 Totals $ — $ 12,676 $ 12,676 $ — $ 3,625 $ 3,625 As of March 31, 2021, our available-for-sale securities included time deposits and money market funds and their carrying values were approximately equal to their fair values. Time deposits were measured at fair value using Level 2 inputs and money market funds were measured using quoted prices in active markets, which represent Level 1 inputs. Level 2 inputs, obtained from various third party data providers, represent quoted prices for similar assets in active markets, or these inputs were derived from observable market data, or if not directly observable, were derived from or corroborated by other observable market data. Our derivative assets and liabilities include interest rate and foreign exchange derivatives that are measured at fair value using observable market inputs such as forward rates, interest rates, our own credit risk as well as an evaluation of our counterparties’ credit risks. Based on these inputs, the derivative assets and liabilities are classified within Level 2 of the fair value hierarchy. There were no transfers between the different levels of the fair value hierarchy in 2021 or 2020. As of March 31, 2021, the carrying amount of investments measured using the measurement alternative for equity investments without a readily determinable fair value was $4.5 million. The carrying amount, which is recorded within other non-current assets, represents the purchase price paid in 2018. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities We are exposed to certain risks arising from operating internationally, including fluctuations in interest rates on our outstanding term loan borrowings and fluctuations in foreign exchange rates primarily related to the translation of euro-denominated net monetary liabilities, including intercompany balances, held by subsidiaries with a U.S. dollar functional currency. We manage these exposures within specified guidelines through the use of derivatives. All of our derivative instruments are utilized for risk management purposes, and we do not use derivatives for speculative trading purposes. To achieve a desired mix of floating and fixed interest rates on our variable rate debt, we entered into interest rate swap agreements in March 2017 which are effective until July 2021. These agreements hedge contractual term loan interest rates. As of March 31, 2021 and December 31, 2020, the interest rate swap agreements had a notional amount of $300.0 million. As a result of these agreements, the interest rate on a portion of our term loan borrowings was fixed at 1.895%, plus the borrowing spread, until July 12, 2021. The effective portion of changes in the fair value of derivatives designated as, and that qualify as, cash flow hedges is recorded in accumulated other comprehensive loss and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The impact on accumulated other comprehensive income (loss) and earnings from derivative instruments that qualified as cash flow hedges for the three months ended March 31, 2021 and 2020 was as follows (in thousands): Three Months Ended Interest Rate Contracts: 2021 2020 Loss recognized in accumulated other comprehensive loss, net of tax $ (16) $ (4,200) Loss reclassified from accumulated other comprehensive loss to interest expense, net of tax 1,160 147 A ssuming no change in London Inter-Bank Offered Rate, or LIBOR, based interest rates from market rates as of March 31, 2021, $1.3 million of losses, net of tax, recognized in accumulated other comprehensive loss will be reclassified to earnings over the next 12 months. We enter into foreign exchange forward contracts, with durations of up to 12 months, designed to limit the exposure to fluctuations in foreign exchange rates related to the translation of certain non-U.S. dollar denominated liabilities, including intercompany balances. Hedge accounting is not applied to these derivative instruments as gains and losses on these hedge transactions are designed to offset gains and losses on underlying balance sheet exposures. As of March 31, 2021 and December 31, 2020, the notional amount of foreign exchange contracts where hedge accounting is not applied was $425.1 million and $357.4 million, respectively. The foreign exchange gain (loss) in our condensed consolidated statements of income (loss) included the following losses associated with foreign exchange contracts not designated as hedging instruments (in thousands): Three Months Ended Foreign Exchange Forward Contracts: 2021 2020 Loss recognized in foreign exchange gain (loss) $ (13,050) $ (6,139) The cash flow effects of our derivative contracts for the three months ended March 31, 2021 and 2020 are included within net cash provided by operating activities in the condensed consolidated statements of cash flows. The following tables summarize the fair value of outstanding derivatives (in thousands): March 31, 2021 Asset Derivatives Liability Derivatives Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivatives designated as hedging instruments: Interest rate contracts Other current assets $ — Accrued liabilities $ 1,527 Derivatives not designated as hedging instruments: Foreign exchange forward contracts Other current assets 488 Accrued liabilities 11,149 Total fair value of derivative instruments $ 488 $ 12,676 December 31, 2020 Asset Derivatives Liability Derivatives Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivatives designated as hedging instruments: Interest rate contracts Other current assets $ — Accrued liabilities $ 2,835 Derivatives not designated as hedging instruments: Foreign exchange forward contracts Other current assets 11,907 Accrued liabilities 790 Total fair value of derivative instruments $ 11,907 $ 3,625 Although we do not offset derivative assets and liabilities within our condensed consolidated balance sheets, our International Swap and Derivatives Association agreements provide for net settlement of transactions that are due to or from the same counterparty upon early termination of the agreement due to an event of default or other termination event. The following tables summarize the potential effect on our condensed consolidated balance sheets of offsetting our interest rate contracts and foreign exchange forward contracts subject to such provisions (in thousands): March 31, 2021 Gross Amounts of Recognized Assets/ Liabilities Gross Amounts Offset in the Consolidated Balance Sheet Net Amounts of Assets/ Liabilities Presented in the Consolidated Balance Sheet Gross Amounts Not Offset in the Consolidated Balance Sheet Description Derivative Financial Instruments Cash Collateral Received (Pledged) Net Amount Derivative assets $ 488 $ — $ 488 $ (488) $ — $ — Derivative liabilities (12,676) — (12,676) 488 — (12,188) December 31, 2020 Gross Amounts of Recognized Assets/ Liabilities Gross Amounts Offset in the Consolidated Balance Sheet Net Amounts of Assets/ Liabilities Presented in the Consolidated Balance Sheet Gross Amounts Not Offset in the Consolidated Balance Sheet Description Derivative Financial Instruments Cash Collateral Received (Pledged) Net Amount Derivative assets $ 11,907 $ — $ 11,907 $ (2,207) $ — $ 9,700 Derivative liabilities (3,625) — (3,625) 2,207 — (1,418) |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consisted of the following (in thousands): March 31, December 31, Raw materials $ 23,415 $ 16,003 Work in process 52,117 45,758 Finished goods 39,943 33,635 Total inventories $ 115,475 $ 95,396 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2021 | |
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, 2020 $ 958,303 Foreign exchange (19,905) Balance at March 31, 2021 $ 938,398 The gross carrying amounts and net book values of our intangible assets were as follows (in thousands): March 31, 2021 December 31, 2020 Remaining Gross Accumulated Net Book Gross Accumulated Net Book Acquired developed technologies 12.5 $ 3,326,448 $ (1,218,402) $ 2,108,046 $ 3,379,162 $ (1,184,111) $ 2,195,051 Manufacturing contracts — 12,551 (12,551) — 13,135 (13,135) — Trademarks — 2,903 (2,903) — 2,917 (2,917) — Total intangible assets $ 3,341,902 $ (1,233,856) $ 2,108,046 $ 3,395,214 $ (1,200,163) $ 2,195,051 The decrease in the gross carrying amount of intangible assets as of March 31, 2021 compared to December 31, 2020 reflects the negative impact of foreign currency translation adjustments due to the weakening of the euro against the U.S. dollar. The assumptions and estimates used to determine future cash flows and remaining useful lives of our intangible and other long-lived assets are complex and subjective. They can be affected by various factors, including external factors, such as industry and economic trends, and internal factors such as changes in our business strategy and our forecasts for specific product lines. Based on finite-lived intangible assets recorded as of March 31, 2021, and assuming the underlying assets will not be impaired and that we will not change the expected lives of the assets, future amortization expenses were estimated as follows (in thousands): Year Ending December 31, Estimated Amortization Expense 2021 (remainder) $ 152,570 2022 172,486 2023 172,486 2024 172,486 2025 172,486 Thereafter 1,265,532 Total $ 2,108,046 |
Certain Balance Sheet Items
Certain Balance Sheet Items | 3 Months Ended |
Mar. 31, 2021 | |
Certain Balance Sheet Items [Abstract] | |
Certain Balance Sheet Items | Certain Balance Sheet Items Property, plant and equipment consisted of the following (in thousands): March 31, December 31, Leasehold improvements $ 54,155 $ 54,113 Land and buildings 47,440 47,555 Manufacturing equipment and machinery 33,096 33,465 Computer software 24,479 22,781 Computer equipment 16,785 18,749 Furniture and fixtures 11,641 11,598 Construction-in-progress 6,256 7,262 Subtotal 193,852 195,523 Less accumulated depreciation and amortization (69,989) (67,588) Property, plant and equipment, net $ 123,863 $ 127,935 Accrued liabilities consisted of the following (in thousands): March 31, December 31, Rebates and other sales deductions $ 137,337 $ 127,534 Employee compensation and benefits 81,155 102,601 Sales returns reserve 20,278 18,368 Royalties 17,824 15,230 Consulting and professional services 14,201 6,660 Current portion of operating lease liabilities 14,048 14,457 Derivative instrument liabilities 12,676 3,625 Inventory-related accruals 11,199 9,809 Clinical trial accruals 10,722 9,108 Accrued interest 7,539 5,722 Selling and marketing accruals 7,304 6,742 Accrued collaboration expenses 4,918 444 Accrued construction-in-progress 835 1,119 Other 33,999 31,313 Total accrued liabilities $ 374,035 $ 352,732 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table summarizes the carrying amount of our indebtedness (in thousands): March 31, December 31, 2021 Notes $ 218,812 $ 218,812 Unamortized discount and debt issuance costs on 2021 Notes (3,592) (5,883) 2021 Notes, net 215,220 212,929 2024 Notes 575,000 575,000 Unamortized discount and debt issuance costs on 2024 Notes (89,519) (95,275) 2024 Notes, net 485,481 479,725 2026 Notes 1,000,000 1,000,000 Unamortized discount and debt issuance costs on 2026 Notes (172,678) (179,518) 2026 Notes, net 827,322 820,482 Term loan 573,623 581,702 Total debt 2,101,646 2,094,838 Less current portion 248,613 246,322 Total long-term debt $ 1,853,033 $ 1,848,516 Exchangeable Senior Notes The Exchangeable Senior Notes were issued by Jazz Investments I Limited, or the Issuer, a 100%-owned finance subsidiary of Jazz Pharmaceuticals plc. The Exchangeable Senior Notes are senior unsecured obligations of the Issuer and are fully and unconditionally guaranteed on a senior unsecured basis by Jazz Pharmaceuticals plc. No subsidiary of Jazz Pharmaceuticals plc guaranteed the Exchangeable Senior Notes. Subject to certain local law restrictions on payment of dividends, among other things, and potential negative tax consequences, we are not aware of any significant restrictions on the ability of Jazz Pharmaceuticals plc to obtain funds from the Issuer or Jazz Pharmaceuticals plc’s other subsidiaries by dividend or loan, or any legal or economic restrictions on the ability of the Issuer or Jazz Pharmaceuticals plc’s other subsidiaries to transfer funds to Jazz Pharmaceuticals plc in the form of cash dividends, loans or advances. There is no assurance that in the future such restrictions will not be adopted. As of March 31, 2021, the carrying values of the equity component of the 2021 Notes, 2024 Notes and the 2026 Notes, net of equity issuance costs, were $114.4 million, $149.8 million and $176.3 million, respectively. Maturities Scheduled maturities with respect to our long-term debt principal balances outstanding as of March 31, 2021 were as follows (in thousands): Year Ending December 31, Scheduled Long-Term Debt Maturities 2021 (remainder) $ 243,852 2022 33,387 2023 517,494 2024 575,000 2025 — Thereafter 1,000,000 Total $ 2,369,733 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Leases | Leases The components of the lease expense for the three months ended March 31, 2021 and 2020 were as follows (in thousands): Three Months Ended Lease Cost 2021 2020 Operating lease cost $ 5,546 $ 5,290 Short-term lease cost 1,375 870 Variable lease cost 1 1 Sublease income — (157) Net lease cost $ 6,922 $ 6,004 Supplemental balance sheet information related to operating leases was as follows (in thousands): Leases Classification March 31, December 31, Assets Operating lease assets Operating lease assets $ 125,738 $ 129,169 Liabilities Current Operating lease liabilities Accrued liabilities 14,048 14,457 Non-current Operating lease liabilities Operating lease liabilities, less current portion 136,020 140,035 Total operating lease liabilities $ 150,068 $ 154,492 Lease Term and Discount Rate March 31, December 31, Weighted-average remaining lease term - operating leases (years) 8.6 8.7 Weighted-average discount rate - operating leases 5.3 % 5.3 % Supplemental cash flow information related to operating leases was as follows (in thousands): Three Months Ended 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 6,293 $ 6,215 Non-cash operating activities: Operating lease assets obtained in exchange for new operating lease liabilities $ 375 $ 201 Maturities of operating lease liabilities were as follows (in thousands): Year Ending December 31, Operating Leases 2021 (remainder) $ 16,009 2022 22,265 2023 22,352 2024 24,192 2025 18,405 Thereafter 86,495 Total lease payments 189,718 Less imputed interest (39,650) Present value of lease liabilities $ 150,068 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Indemnification In the normal course of business, we enter into agreements that contain a variety of representations and warranties and provide for general indemnification, including indemnification associated with product liability or infringement of intellectual property rights. Our exposure under these agreements is unknown because it involves future claims that may be made but have not yet been made against us. To date, we have not paid any claims or been required to defend any action related to these indemnification obligations. We have agreed to indemnify our executive officers, directors and certain other employees for losses and costs incurred in connection with certain events or occurrences, including advancing money to cover certain costs, subject to certain limitations. The maximum potential amount of future payments we could be required to make under the indemnification obligations is unlimited; however, we maintain insurance policies that may limit our exposure and may enable us to recover a portion of any future amounts paid. Assuming the applicability of coverage, the willingness of the insurer to assume coverage, and subject to certain retention, loss limits and other policy provisions, we believe the fair value of these indemnification obligations is not significant. Accordingly, we did not recognize any liabilities relating to these obligations as of March 31, 2021 and December 31, 2020. No assurances can be given that the covering insurers will not attempt to dispute the validity, applicability, or amount of coverage without expensive litigation against these insurers, in which case we may incur substantial liabilities as a result of these indemnification obligations. Other Commitments As of March 31, 2021, we had $88.8 million of noncancelable purchase commitments due within one year, primarily related to agreements with third party manufacturers and marketing campaigns. Legal Proceedings From June 2020 to March 2021, a number of class action lawsuits were filed on behalf of purported direct and indirect Xyrem purchasers, alleging that the patent litigation settlement agreements we entered with Hikma and other ANDA filers violate state and federal antitrust and consumer protection laws, as follows: On June 17, 2020, a class action lawsuit was filed in the United States District Court for the Northern District of Illinois by Blue Cross and Blue Shield Association, or BCBS, against Jazz Pharmaceuticals plc, Jazz Pharmaceuticals, Inc., and Jazz Pharmaceuticals Ireland Limited, or, collectively, the Company Defendants (hereinafter referred to as the BCBS Lawsuit). The BCBS Lawsuit also names Roxane Laboratories, Inc., Hikma Pharmaceuticals USA Inc., Eurohealth (USA), Inc., Hikma Pharmaceuticals plc, Amneal Pharmaceuticals LLC, Par Pharmaceuticals, Inc., Lupin Ltd., Lupin Pharmaceuticals Inc., and Lupin Inc., or, collectively, the BCBS Defendants. On June 18 and June 23, 2020, respectively, two additional class action lawsuits were filed against the Company Defendants and the BCBS Defendants: one by the New York State Teamsters Council Health and Hospital Fund in the United States District Court for the Northern District of California, and another by the Government Employees Health Association Inc. in the United States District Court for the Northern District of Illinois (hereinafter referred to as the GEHA Lawsuit). On June 18, 2020, a class action lawsuit was filed in the United States District Court for the Northern District of California by the City of Providence, Rhode Island, on behalf of itself and all others similarly situated, against Jazz Pharmaceuticals plc, and Roxane Laboratories, Inc., West-Ward Pharmaceuticals Corp., Hikma Labs Inc., Hikma Pharmaceuticals USA Inc., and Hikma Pharmaceuticals plc, or, collectively, the City of Providence Defendants. On June 30, 2020, a class action lawsuit was filed in the United States District Court for the Northern District of Illinois by UFCW Local 1500 Welfare Fund on behalf of itself and all others similarly situated, against Jazz Pharmaceuticals Ireland Ltd., Jazz Pharmaceuticals, Inc., Roxane Laboratories, Inc., Hikma Pharmaceuticals plc, Eurohealth (USA), Inc. and West-Ward Pharmaceuticals Corp., or collectively the UFCW Defendants (hereinafter referred to as the UFCW Lawsuit). On July 13, 2020, the plaintiffs in the BCBS Lawsuit and the GEHA Lawsuit dismissed their complaints in the United States District Court for the Northern District of Illinois, and refiled their respective lawsuits in the United States District Court for the Northern District of California. On July 14, 2020, the plaintiffs in the UFCW Lawsuit dismissed their complaint in the United States District Court for the Northern District of Illinois and on July 15, 2020, refiled their lawsuit in the United States District Court for the Northern District of California. On July 31, 2020, a class action lawsuit was filed in the United States District Court for the Southern District of New York by the A.F. of L.-A.G.C Building Trades Welfare Plan on behalf of itself and all others similarly situated, against Jazz Pharmaceuticals plc (hereinafter referred to as the AFL Plan Lawsuit). The AFL Plan Lawsuit also names Roxane Laboratories Inc., West-Ward Pharmaceuticals Corp., Hikma Labs Inc., Hikma Pharmaceuticals plc, Amneal Pharmaceuticals LLC, Par Pharmaceuticals Inc., Lupin Ltd., Lupin Pharmaceuticals, Inc., and Lupin Inc. On August 14, 2020, an additional class action lawsuit was filed in the United States District Court for the Southern District of New York by the Self-Insured Schools of California on behalf of itself and all others similarly situated, against the Company Defendants, as well as Hikma Pharmaceuticals plc, Eurohealth (USA) Inc., Hikma Pharmaceuticals USA, Inc., West-Ward Pharmaceuticals Corp., Roxane Laboratories, Inc., Amneal Pharmaceuticals LLC, Endo International, plc, Endo Pharmaceuticals LLC, Par Pharmaceutical, Inc., Lupin Ltd., Lupin Pharmaceuticals Inc., Lupin Inc., Sun Pharmaceutical Industries Ltd., Sun Pharmaceutical Holdings USA, Inc., Sun Pharmaceutical Industries, Inc., Ranbaxy Laboratories Ltd., Teva Pharmaceutical Industries Ltd., Watson Laboratories, Inc., Wockhardt Ltd., Morton Grove Pharmaceuticals, Inc., Wockhardt USA LLC, Mallinckrodt plc, and Mallinckrodt LLC (hereinafter the Self-Insured Schools Lawsuit). On September 16, 2020, an additional class action lawsuit was filed in the United States District Court for the Northern District of California, by Ruth Hollman on behalf of herself and all others similarly situated, against the same defendants named in the Self-Insured Schools Lawsuit. The plaintiffs in certain of these lawsuits are seeking to represent a class of direct purchasers of Xyrem, and the plaintiffs in the remaining lawsuits are seeking to represent a class of indirect purchasers of Xyrem. Each of the lawsuits generally alleges violations of U.S. federal and state antitrust, consumer protection, and unfair competition laws in connection with the Company Defendants’ conduct related to Xyrem, including actions leading up to, and entering into, patent litigation settlement agreements with each of the other named defendants. Each of the lawsuits seeks monetary damages, exemplary damages, equitable relief against the alleged unlawful conduct, including disgorgement of profits and restitution, and injunctive relief. It is possible that additional lawsuits will be filed against the Company Defendants making similar or related allegations. If the plaintiffs were to be successful in their claims, they may be entitled to injunctive relief or we may be required to pay significant monetary damages, which could have a material adverse effect on our business, financial condition, results of operations and growth prospects. In December 2020, these cases were centralized and transferred to the United States District Court for the Northern District of California, where the multidistrict litigation will proceed for the purpose of discovery and pre-trial proceedings. In January 2021, the Court issued a Case Management Order that schedules this case for trial in February 2023. On March 18, 2021, United Healthcare Services, Inc. filed a lawsuit in the United States District Court for the District of Minnesota against the Company Defendants, Hikma Pharmaceuticals plc, Roxane Laboratories, Inc., Hikma Pharmaceuticals USA Inc., Eurohealth (USA) Inc., Amneal Pharmaceuticals LLC, Par Pharmaceutical Inc., Lupin Ltd., and Lupin Pharmaceuticals, Inc., raising similar allegations, or the UHS Lawsuit. On March 24, 2021, the U.S. Judicial Panel on Multidistrict Litigation conditionally transferred the UHS Lawsuit to the United States District Court for the Northern District of California, where it was consolidated for discovery and pre-trial proceedings with the other cases. On March 15, 2021, GW filed a definitive proxy statement, or Proxy Statement, with the Securities and Exchange Commission in connection with the GW Acquisition. Since the filing of the Proxy Statement, Jazz Pharmaceuticals plc has been named in two lawsuits filed in state and federal courts in New York on March 17, 2021 by purported GW shareholders in connection with the GW Acquisition, the first was filed in the United States District Court for the Southern District New York by James Farrell, referred to as the Farrell Lawsuit, and an additional suit was filed in New York state court by Brian Levy, or the Levy Lawsuit. In addition to Jazz Pharmaceuticals plc, Jazz Pharmaceuticals UK Holdings Ltd., GW Pharmaceuticals plc, and the GW Board of Directors are named as defendants in the Farrell Lawsuit. In the Levy Lawsuit, GW Pharmaceuticals plc, the GW Board of Directors, Centerview Partners LLC, and Goldman Sachs & Co. LLC are named as defendants. In addition to the Farrell Lawsuit and the Levy Lawsuit, ten additional suits have been filed in New York, California, and Pennsylvania federal courts by purported GW shareholders against GW Pharmaceuticals plc and its Board of Directors, but which do not name any Jazz Pharmaceuticals parties, referred to as the GW Litigation, and collectively with the Farrell Lawsuit and the Levy Lawsuit, as the Transaction Litigation. In the Transaction Litigation, the plaintiffs allege that the Proxy Statement omitted material information and contained misrepresentations, and that the individual members of the GW Board of Directors breached their fiduciary duties, in violation of state and federal laws, including the Securities Exchange Act of 1934. The plaintiffs in the Transaction Litigation sought various remedies, including injunctive relief to prevent the consummation of the GW Acquisition unless certain allegedly material information was disclosed, or in the alternative, rescission or damages. On April 14, 2021, GW filed a Form 8-K containing supplemental disclosures related to the GW Acquisition. Pursuant to a memorandum of understanding between the parties, the Levy Lawsuit was dismissed on April 14, 2021. Jazz does not believe any of GW’s supplemental disclosures were material or required by law, and further believes that the claims in the Transaction Litigation are meritless. Jazz will continue to defend itself in the remaining Transaction Litigation. From time to time we are involved in legal proceedings arising in the ordinary course of business. We believe there is no other litigation pending that could have, individually or in the aggregate, a material adverse effect on our results of operations or financial condition. |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | Shareholders’ Equity Share Repurchase Program In November 2016, our board of directors authorized a share repurchase program and as of March 31, 2021 had authorized the repurchase of ordinary shares having an aggregate purchase price of up to $1.5 billion, exclusive of any brokerage commissions. Under this program, which has no expiration date, we may repurchase ordinary shares from time to time on the open market. The timing and amount of repurchases will depend on a variety of factors, including the price of our ordinary shares, alternative investment opportunities, restrictions under the amended credit agreement, corporate and regulatory requirements and market conditions. The share repurchase program may be modified, suspended or discontinued at any time without prior notice. During the three months ended March 31, 2021, we did not repurchase any of our ordinary shares. As of March 31, 2021, the remaining amount authorized under the share repurchase program was $431.2 million. Accumulated Other Comprehensive Income (Loss) The components of accumulated other comprehensive income (loss) as of March 31, 2021 and December 31, 2020 were as follows (in thousands): Net Unrealized Foreign Total Balance at December 31, 2020 $ (2,467) $ (131,885) $ (134,352) Other comprehensive loss before reclassifications (16) (46,220) (46,236) Amounts reclassified from accumulated other comprehensive loss 1,160 — 1,160 Other comprehensive income (loss), net 1,144 (46,220) (45,076) Balance at March 31, 2021 $ (1,323) $ (178,105) $ (179,428) During the three months ended March 31, 2021, other comprehensive loss reflects foreign currency translation adjustments, primarily due to the weakening of the euro against the U.S. dollar. |
Net Income (Loss) per Ordinary
Net Income (Loss) per Ordinary Share | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) per Ordinary Share | Net Income (Loss) per Ordinary Share Basic net income (loss) per ordinary share is based on the weighted-average number of ordinary shares outstanding. Diluted net income (loss) 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 (loss) per ordinary share were computed as follows (in thousands, except per share amounts): Three Months Ended 2021 2020 Numerator: Net income (loss) $ 121,832 $ (157,833) Denominator: Weighted-average ordinary shares used in per share calculations - basic 56,468 55,956 Dilutive effect of employee equity incentive and purchase plans 1,584 — Dilutive effect of Exchangeable Senior Notes 341 — Weighted-average ordinary shares used in per share calculations - diluted 58,393 55,956 Net income (loss) per ordinary share: Basic $ 2.16 $ (2.82) Diluted $ 2.09 $ (2.82) Potentially dilutive ordinary shares from our employee equity incentive and purchase plans and the Exchangeable Senior Notes are determined by applying the treasury stock method to the assumed exercise of share options, the assumed vesting of outstanding restricted stock units, or RSUs, the assumed issuance of ordinary shares under our employee stock purchase plan, or ESPP, and the assumed issuance of ordinary shares upon exchange of the Exchangeable Senior Notes. The potential issue of ordinary shares issuable upon exchange of the Exchangeable Senior Notes had no effect on diluted net income (loss) per ordinary share for the three months ended March 31, 2020 because the average price of our ordinary shares for the three months ended March 31, 2020 did not exceed the effective exchange prices per ordinary share of the Exchangeable Senior Notes. The following table represents the weighted-average ordinary shares that were excluded from the calculation of diluted net income (loss) per ordinary share for the periods presented because including them would have an anti-dilutive effect (in thousands): Three Months Ended 2021 2020 Exchangeable Senior Notes 9,798 5,504 Options, RSUs and ESPP 1,671 5,611 |
Revenues
Revenues | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Revenues The following table presents a summary of total revenues (in thousands): Three Months Ended 2021 2020 Xyrem $ 335,550 $ 407,875 Xywav 75,416 — Total Oxybate 410,966 407,875 Sunosi 11,606 1,924 Total Neuroscience 422,572 409,799 Zepzelca 54,334 — Vyxeos 33,155 32,720 Defitelio/defibrotide 49,619 47,432 Erwinaze/Erwinase 41,068 37,732 Total Oncology 178,176 117,884 Other 2,783 2,522 Product sales, net 603,531 530,205 Royalties and contract revenues 4,050 4,521 Total revenues $ 607,581 $ 534,726 The following table presents a summary of total revenues attributed to geographic sources (in thousands): Three Months Ended 2021 2020 United States $ 548,292 $ 477,789 Europe 47,233 41,556 All other 12,056 15,381 Total revenues $ 607,581 $ 534,726 The following table presents a summary of the percentage of total revenues from customers that represented more than 10% of our total revenues: Three Months Ended 2021 2020 ESSDS 67 % 76 % McKesson 14 % 13 % Financing and payment Our payment terms vary by the type and location of our customer but payment is generally required in a term ranging from 30 to 45 days. Contract Liabilities - Deferred Revenue The deferred revenue balance as of March 31, 2021 primarily related to deferred upfront fees received from Nippon Shinyaku Co., Ltd., or Nippon Shinyaku, in connection with two license, development and commercialization agreements granting Nippon Shinyaku exclusive rights to develop and commercialize each of Defitelio and Vyxeos in Japan. We recognized contract revenues of $0.6 million during the three months ended March 31, 2021, relating to these upfront payments. The deferred revenue balances are being recognized over an average of four years representing the period over which we expect to perform our research and developments obligations under each agreement. The following table presents a reconciliation of our beginning and ending balances in contract liabilities from contracts with customers for the three months ended March 31, 2021 (in thousands): Contract Liabilities Balance as of December 31, 2020 $ 4,861 Amount recognized within royalties and contract revenues (636) Balance as of March 31, 2021 $ 4,225 |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation Share-based compensation expense related to share options, RSUs and grants under our ESPP was as follows (in thousands): Three Months Ended 2021 2020 Selling, general and administrative $ 23,846 $ 20,596 Research and development 8,643 6,385 Cost of product sales 1,996 1,673 Total share-based compensation expense, pre-tax 34,485 28,654 Income tax benefit from share-based compensation expense (6,587) (3,121) Total share-based compensation expense, net of tax $ 27,898 $ 25,533 Share Options The table below shows the number of shares underlying options granted to purchase our ordinary shares, 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: Three Months Ended 2021 2020 Shares underlying options granted (in thousands) 95 565 Grant date fair value $ 51.33 $ 33.65 Black-Scholes option pricing model assumption information: Volatility 37 % 32 % Expected term (years) 4.5 4.6 Range of risk-free rates 0.4-0.8% 0.8-1.6% Expected dividend yield — % — % Restricted Stock Units The table below shows the number of RSUs granted covering an equal number of our ordinary shares and the weighted-average grant date fair value of RSUs granted: Three Months Ended 2021 2020 RSUs granted (in thousands) 1,201 959 Grant date fair value $ 169.87 $ 114.19 The fair value of RSUs is determined on the date of grant based on the market price of our ordinary shares on that date. The fair value of RSUs is expensed ratably over the vesting period, generally over four years. As of March 31, 2021, compensation cost not yet recognized related to unvested share options and RSUs was $52.0 million and $275.1 million, respectively, which is expected to be recognized over a weighted-average period of 2.2 years and 3.2 years, respectively. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Our income tax provision was $18.0 million in the three months ended March 31, 2021, compared to an income tax benefit of $51.3 million for the same period in 2020. The effective tax rate was 13.3% in the three months ended March 31, 2021 compared to 24.5% for the same period in 2020. The decrease in the effective tax rate for the three months ended March 31, 2021 compared to the same period in 2020 was primarily due to the impact of the defibrotide acquired in-process research and development, or IPR&D, asset impairment charge and the acquired IPR&D expense relating to the $200.0 million upfront payment to Pharma Mar, S.A., or PharmaMar, for the exclusive U.S. commercialization and development rights to Zepzelca in 2020, and changes in income mix among the various jurisdictions in which we operate. The effective tax rate for the three months ended March 31, 2021 was higher than the Irish statutory rate of 12.5% primarily due to the impact of various expenses not deductible for tax purposes, income taxable at a rate higher than the Irish statutory rate and uncertain tax positions, partially offset by deductions available in respect of subsidiary equity and originating tax credits. We do not provide for Irish income taxes on undistributed earnings of our foreign operations that are intended to be indefinitely reinvested in our foreign subsidiaries. Our net deferred tax asset is comprised primarily of U.S. federal and state tax credits, U.S. federal and state and foreign net operating loss carryforwards and other temporary differences, and is net of deferred tax liabilities related to acquired intangible assets. We maintain a valuation allowance against certain foreign and U.S. deferred tax assets. Each reporting period, we evaluate the need for a valuation allowance on our deferred tax assets by jurisdiction and adjust our estimates as more information becomes available. 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 recorded an unrecognized tax benefit for certain tax benefits which we judge may not be sustained upon examination. Our most significant tax jurisdictions are Ireland and the U.S. (both at the federal level and in various state jurisdictions). For Ireland we are no longer subject to income tax audits by taxing authorities for the years prior to 2016. The U.S. jurisdictions generally have statute of limitations three to four years from the later of the return due date or the date when the return was filed. However, in the U.S. (at the federal level and in most states), carryforwards that were generated in 2016 and earlier may still be adjusted upon examination by the tax authorities. During the three months ended March 31, 2021, certain of our subsidiaries were under examination by the French tax authorities for the years ended December 31, 2012, 2013 and 2015 through 2019. Due to the subjective nature of the transfer pricing issues involved, the Company reached an agreement with the French tax authorities to settle the audits for all open years. The settlement agreement in respect of 2012 and 2013 has been finalized and the Company paid incremental taxes, interest and penalties of $18.6 million during the three months ended March 31, 2021 to close the audit of those periods. Settlements in respect of 2015 through 2019 are also expected to be finalized and paid in 2021, and $1.1 million has been accrued in this respect. Certain of our Italian subsidiaries are currently under examination by the Italian tax authorities for the year ended December 31, 2017. Certain of our Luxembourg subsidiaries are currently under examination by the Luxembourg tax authorities for the years ended December 31, 2017 and 2018. Our German subsidiary is currently under examination by the German tax authorities for the years ended December 31, 2017, 2018 and 2019. |
Subsequent Event
Subsequent Event | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Event | Subsequent Event Pending GW Acquisition The respective obligations of GW and us to consummate the GW Acquisition are subject to the satisfaction or waiver of a number of customary conditions, including obtaining certain regulatory approvals and obtaining sanction of the Scheme of Arrangement by the High Court of Justice of England and Wales. Certain conditions have been satisfied, including expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the approval by GW’s shareholders of the Scheme of Arrangement. The GW Acquisition is not subject to approval by our shareholders, nor is the GW Acquisition subject to a financing contingency. The GW Acquisition is expected to close in the first half of May 2021, subject to the satisfaction or waiver of the conditions set forth in the GW Transaction Agreement. On February 3, 2021, in connection with the execution of the GW Transaction Agreement, we entered into a commitment letter with BofA Securities, Inc., Bank of America, N.A. and JPMorgan Chase Bank, N.A. pursuant to which these commitment parties have committed to provide us with a senior secured revolving credit facility in an aggregate principal amount of up to $500.0 million, a senior secured term loan B facility in an aggregate principal amount of up to $3.15 billion and a senior secured bridge loan facility in an aggregate principal amount of up to $2.2 billion to, among other things, finance our obligations in respect of the GW Acquisition. The effectiveness of such credit facilities is subject to the occurrence of customary closing conditions, including the consummation of the GW Acquisition. On April 20, 2021, we and certain of our wholly-owned subsidiaries, entered into Amendment No. 3 to our Credit Agreement, dated as of June 18, 2015, or the Existing Credit Agreement, with the lenders party thereto and Bank of America, N.A., as administrative agent, collateral agent, letter of credit issuer and swing line lender. The Amendment No. 3 amended the Existing Credit Agreement to permit the issuance of senior secured notes and made certain related changes as set forth therein. On April 29, 2021, our wholly-owned subsidiary, Jazz Securities Designated Activity Company, issued $1.5 billion in aggregate principal amount of 4.375% senior secured notes due 2029. Concurrently with the closing of the GW Acquisition, we expect to enter into new senior secured credit facilities, which is expected to consist of a $500.0 million revolving credit facility and a term loan B facility in an aggregate amount of approximately $3.85 billion. We expect to use term loan B borrowings under new senior secured credit facilities and the net proceeds from the senior secured notes, together with cash on hand to fund the cash consideration payable in connection with the GW Acquisition. The senior secured notes have a mandatory redemption clause that will be triggered under certain circumstances, including failure to complete the GW Acquisition within the time period outlined in the GW Transaction Agreement or the termination of the GW Acquisition. |
The Company and Summary of Si_2
The Company and Summary of Significant Accounting Policies - (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation These unaudited condensed consolidated financial statements have been prepared following the requirements of the U.S. Securities and Exchange Commission for interim reporting. As permitted under those rules, certain footnotes and other financial information that are normally required by U.S. generally accepted accounting principles, or U.S. GAAP, can be condensed or omitted. The information included in this Quarterly Report on Form 10‑Q should be read in conjunction with our annual consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2020. In the opinion of management, these condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and include all adjustments, consisting only of normal recurring adjustments, considered necessary for the fair presentation of our financial position and operating results. The results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021, for any other interim period or for any future period. Our significant accounting policies have not changed substantially from those previously described in our Annual Report on Form 10-K for the year ended December 31, 2020. These condensed consolidated financial statements include the accounts of Jazz Pharmaceuticals plc and our subsidiaries, and intercompany transactions and balances have been eliminated. Our operating segment is reported in a manner consistent with the internal reporting provided to the chief operating decision maker, or CODM. Our CODM has been identified as our chief executive officer. We have determined that we operate in one business segment, which is the identification, development and commercialization of meaningful pharmaceutical products that address unmet medical needs. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosures in the condensed consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and on assumptions believed to be reasonable under the circumstances. Actual results could differ materially from those estimates. |
Adoption of New Accounting Standards and Recent Accounting Pronouncements | Adoption of New Accounting Standards In December 2019, the Financial Accounting Standards Board, or FASB, issued ASU No. 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes", which simplifies the accounting for income taxes by removing certain exceptions to the general principles in the existing guidance for income taxes and making other minor improvements. We adopted this standard on January 1, 2021 and adoption did not have a material impact on our consolidated financial statements. Recent Accounting Pronouncements In August 2020, the FASB issued ASU No. 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity”, which simplifies the accounting for convertible instruments by |
Variable Interest Entity | Variable Interest Entit y In the three months ended March 31, 2021, we invested in a cell of a protected cell company, or the protected cell, as part of our directors’ and officers’ liability risk financing strategy. Based on our control and the structure of the protected cell, we concluded that Jazz is the primary beneficiary of the protected cell and is required to consolidate the protected cell. The insurance premium payable to the protected cell for the three months ended March 31, 2021 and the protected cell’s assets and liabilities as of March 31, 2021 were immaterial. |
Significant Risks and Uncertainties | Significant Risks and Uncertainties With the global impact of the COVID-19 pandemic, we have developed a comprehensive response strategy including establishing cross-functional response teams and implementing business continuity plans to manage the impact of the COVID-19 pandemic on our employees, patients and our business. Since the second quarter of 2020, we have been experiencing financial and other impacts of the pandemic, and given the global economic slowdown, the overall disruption of global healthcare systems and the other risks and uncertainties associated with the pandemic, we expect that our business, financial condition, results of operations and growth prospects will continue to be adversely affected in future quarters. With respect to our commercialization activities, the evolving effects of the COVID-19 pandemic continue to have a negative impact on demand, new patient starts and treatments for our products, primarily due to the inherent limitations of telemedicine and a reprioritization of healthcare resources toward COVID-19. The extent of the impact on our ability to generate sales of and revenues from our approved products, execute on new product launches, our clinical development and regulatory efforts, our corporate development objectives and the value of and market for our ordinary shares, will depend on future developments that are highly uncertain and cannot be predicted with confidence at this time, such as the ultimate duration and severity of the pandemic, governmental “stay-at-home” orders and travel restrictions, quarantines, social distancing and business closure requirements in the U.S., Ireland and other countries, and the effectiveness of vaccination programs and other actions taken globally to contain and treat the disease. Our business has been substantially dependent on Xyrem and while we expect that our business will continue to be substantially dependent on oxybate product sales from both Xyrem and Xywav, there is no guarantee that we can maintain oxybate sales at or near historical levels, or that oxybate sales will continue to grow. Our ability to maintain or increase oxybate sales is subject to a number of risks and uncertainties including, without limitation, those related to the introduction of authorized generic and generic versions of sodium oxybate and/or new products for treatment of cataplexy and/or EDS in narcolepsy in the U.S. market, the current and potential impacts of the ongoing COVID-19 pandemic, including the current and expected future negative impact on demand for our products and the uncertainty with respect to our ability to meet commercial demand in the future, increased pricing pressure from, changes in policies by, or restrictions on reimbursement imposed by, third party payers, including our ability to obtain and maintain adequate coverage and reimbursement for Xywav, challenges to our intellectual property around Xyrem and Xywav, and continued acceptance of Xyrem by physicians and patients and acceptance of Xywav by payers, physicians and patients. |
Concentrations of Risk | Concentrations of Risk Financial instruments that potentially subject us to concentrations of credit risk consist of cash, cash equivalents, investments and derivative contracts. Our investment policy permits investments in U.S. federal government and federal agency securities, corporate bonds or commercial paper issued by U.S. corporations, money market instruments, certain qualifying money market mutual funds, certain repurchase agreements, and tax-exempt obligations of U.S. states, agencies and municipalities and places restrictions on credit ratings, maturities, and concentration by type and issuer. We are exposed to credit risk in the event of a default by the financial institutions holding our cash, cash equivalents and investments to the extent recorded on the balance sheet. We manage our foreign currency transaction risk and interest rate risk within specified guidelines through the use of derivatives. All of our derivative instruments are utilized for risk management purposes, and we do not use derivatives for speculative trading purposes. As of March 31, 2021, we had foreign exchange forward contracts with notional amounts totaling $425.1 million. As of March 31, 2021, the outstanding foreign exchange forward contracts had a net liability fair value of $10.7 million. As of March 31, 2021, we had interest rate swap contracts with notional amounts totaling $300.0 million. These outstanding interest rate swap contracts had a net liability fair value of $1.5 million as of March 31, 2021. The counterparties to these contracts are large multinational commercial banks, and we believe the risk of nonperformance is not significant. We are also subject to credit risk from our accounts receivable related to our product sales. We monitor our exposure within accounts receivable and record a reserve against uncollectible accounts receivable as necessary. We extend credit to pharmaceutical wholesale distributors and specialty pharmaceutical distribution companies, primarily in the U.S., and to other international distributors and hospitals. Customer creditworthiness is monitored and collateral is not required. We monitor deteriorating economic conditions in certain European countries which may result in variability of the timing of cash receipts and an increase in the average length of time that it takes to collect accounts receivable outstanding. Historically, we have not experienced significant credit losses on our accounts receivable and as of March 31, 2021 and December 31, 2020, allowances on receivables were not material. As of March 31, 2021, two customers accounted for 81% of gross accounts receivable, Express Scripts Specialty Distribution Services, Inc. and its affiliates, or ESSDS, which accounted for 67% of gross accounts receivable, and McKesson Corporation and affiliates, or McKesson, which accounted for 14% of gross accounts receivable. As of December 31, 2020, two customers accounted for 80% of gross accounts receivable, ESSDS, which accounted for 68% of gross accounts receivable, and McKesson, which accounted for 12% of gross accounts receivable. We depend on single source suppliers for most of our products, product candidates and their active pharmaceutical ingredients, or APIs. With respect to Xyrem, the API is manufactured for us by a single source supplier and the finished product is manufactured both by us in our facility in Athlone, Ireland and by our U.S.-based Xyrem supplier. |
Cash and Available-for-Sale S_2
Cash and Available-for-Sale Securities - (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Cash and Cash Equivalents and Investments | Cash, cash equivalents and investments consisted of the following (in thousands): March 31, 2021 Amortized Gross Gross Estimated Cash and Investments Cash $ 851,856 $ — $ — $ 851,856 $ 851,856 $ — Time deposits 1,295,000 — — 1,295,000 960,000 335,000 Money market funds 285,677 — — 285,677 285,677 — Totals $ 2,432,533 $ — $ — $ 2,432,533 $ 2,097,533 $ 335,000 December 31, 2020 Amortized Gross Gross Estimated Cash and Investments Cash $ 517,117 $ — $ — $ 517,117 $ 517,117 $ — Time deposits 1,360,000 — — 1,360,000 285,000 1,075,000 Money market funds 255,652 — — 255,652 255,652 — Totals $ 2,132,769 $ — $ — $ 2,132,769 $ 1,057,769 $ 1,075,000 |
Fair Value Measurement - (Table
Fair Value Measurement - (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following table summarizes, by major security type, our available-for-sale securities and derivative contracts as of March 31, 2021 and December 31, 2020 that were measured at fair value on a recurring basis and were categorized using the fair value hierarchy (in thousands): March 31, 2021 December 31, 2020 Quoted Significant Total Quoted Significant Total Assets: Available-for-sale securities: Time deposits $ — $ 1,295,000 $ 1,295,000 $ — $ 1,360,000 $ 1,360,000 Money market funds 285,677 — 285,677 255,652 — 255,652 Foreign exchange forward contracts — 488 488 — 11,907 11,907 Totals $ 285,677 $ 1,295,488 $ 1,581,165 $ 255,652 $ 1,371,907 $ 1,627,559 Liabilities: Interest rate contracts $ — $ 1,527 $ 1,527 $ — $ 2,835 $ 2,835 Foreign exchange forward contracts — 11,149 11,149 — 790 790 Totals $ — $ 12,676 $ 12,676 $ — $ 3,625 $ 3,625 |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities - (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Gains (Losses) on Derivative Instruments | The impact on accumulated other comprehensive income (loss) and earnings from derivative instruments that qualified as cash flow hedges for the three months ended March 31, 2021 and 2020 was as follows (in thousands): Three Months Ended Interest Rate Contracts: 2021 2020 Loss recognized in accumulated other comprehensive loss, net of tax $ (16) $ (4,200) Loss reclassified from accumulated other comprehensive loss to interest expense, net of tax 1,160 147 |
Schedule of Foreign Exchange Gain (Loss) of Outstanding Derivatives | The foreign exchange gain (loss) in our condensed consolidated statements of income (loss) included the following losses associated with foreign exchange contracts not designated as hedging instruments (in thousands): Three Months Ended Foreign Exchange Forward Contracts: 2021 2020 Loss recognized in foreign exchange gain (loss) $ (13,050) $ (6,139) |
Schedule of the Fair Value of Outstanding Derivatives | The following tables summarize the fair value of outstanding derivatives (in thousands): March 31, 2021 Asset Derivatives Liability Derivatives Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivatives designated as hedging instruments: Interest rate contracts Other current assets $ — Accrued liabilities $ 1,527 Derivatives not designated as hedging instruments: Foreign exchange forward contracts Other current assets 488 Accrued liabilities 11,149 Total fair value of derivative instruments $ 488 $ 12,676 December 31, 2020 Asset Derivatives Liability Derivatives Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivatives designated as hedging instruments: Interest rate contracts Other current assets $ — Accrued liabilities $ 2,835 Derivatives not designated as hedging instruments: Foreign exchange forward contracts Other current assets 11,907 Accrued liabilities 790 Total fair value of derivative instruments $ 11,907 $ 3,625 |
Schedule of Offsetting Assets | The following tables summarize the potential effect on our condensed consolidated balance sheets of offsetting our interest rate contracts and foreign exchange forward contracts subject to such provisions (in thousands): March 31, 2021 Gross Amounts of Recognized Assets/ Liabilities Gross Amounts Offset in the Consolidated Balance Sheet Net Amounts of Assets/ Liabilities Presented in the Consolidated Balance Sheet Gross Amounts Not Offset in the Consolidated Balance Sheet Description Derivative Financial Instruments Cash Collateral Received (Pledged) Net Amount Derivative assets $ 488 $ — $ 488 $ (488) $ — $ — Derivative liabilities (12,676) — (12,676) 488 — (12,188) December 31, 2020 Gross Amounts of Recognized Assets/ Liabilities Gross Amounts Offset in the Consolidated Balance Sheet Net Amounts of Assets/ Liabilities Presented in the Consolidated Balance Sheet Gross Amounts Not Offset in the Consolidated Balance Sheet Description Derivative Financial Instruments Cash Collateral Received (Pledged) Net Amount Derivative assets $ 11,907 $ — $ 11,907 $ (2,207) $ — $ 9,700 Derivative liabilities (3,625) — (3,625) 2,207 — (1,418) |
Schedule of Offsetting Liabilities | The following tables summarize the potential effect on our condensed consolidated balance sheets of offsetting our interest rate contracts and foreign exchange forward contracts subject to such provisions (in thousands): March 31, 2021 Gross Amounts of Recognized Assets/ Liabilities Gross Amounts Offset in the Consolidated Balance Sheet Net Amounts of Assets/ Liabilities Presented in the Consolidated Balance Sheet Gross Amounts Not Offset in the Consolidated Balance Sheet Description Derivative Financial Instruments Cash Collateral Received (Pledged) Net Amount Derivative assets $ 488 $ — $ 488 $ (488) $ — $ — Derivative liabilities (12,676) — (12,676) 488 — (12,188) December 31, 2020 Gross Amounts of Recognized Assets/ Liabilities Gross Amounts Offset in the Consolidated Balance Sheet Net Amounts of Assets/ Liabilities Presented in the Consolidated Balance Sheet Gross Amounts Not Offset in the Consolidated Balance Sheet Description Derivative Financial Instruments Cash Collateral Received (Pledged) Net Amount Derivative assets $ 11,907 $ — $ 11,907 $ (2,207) $ — $ 9,700 Derivative liabilities (3,625) — (3,625) 2,207 — (1,418) |
Inventories - (Tables)
Inventories - (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Components of Inventories | Inventories consisted of the following (in thousands): March 31, December 31, Raw materials $ 23,415 $ 16,003 Work in process 52,117 45,758 Finished goods 39,943 33,635 Total inventories $ 115,475 $ 95,396 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets - (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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, 2020 $ 958,303 Foreign exchange (19,905) Balance at March 31, 2021 $ 938,398 |
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): March 31, 2021 December 31, 2020 Remaining Gross Accumulated Net Book Gross Accumulated Net Book Acquired developed technologies 12.5 $ 3,326,448 $ (1,218,402) $ 2,108,046 $ 3,379,162 $ (1,184,111) $ 2,195,051 Manufacturing contracts — 12,551 (12,551) — 13,135 (13,135) — Trademarks — 2,903 (2,903) — 2,917 (2,917) — Total intangible assets $ 3,341,902 $ (1,233,856) $ 2,108,046 $ 3,395,214 $ (1,200,163) $ 2,195,051 |
Schedule of Estimated Future Amortization Costs | Based on finite-lived intangible assets recorded as of March 31, 2021, and assuming the underlying assets will not be impaired and that we will not change the expected lives of the assets, future amortization expenses were estimated as follows (in thousands): Year Ending December 31, Estimated Amortization Expense 2021 (remainder) $ 152,570 2022 172,486 2023 172,486 2024 172,486 2025 172,486 Thereafter 1,265,532 Total $ 2,108,046 |
Certain Balance Sheet Items - (
Certain Balance Sheet Items - (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Certain Balance Sheet Items [Abstract] | |
Schedule of Property and Equipment | Property, plant and equipment consisted of the following (in thousands): March 31, December 31, Leasehold improvements $ 54,155 $ 54,113 Land and buildings 47,440 47,555 Manufacturing equipment and machinery 33,096 33,465 Computer software 24,479 22,781 Computer equipment 16,785 18,749 Furniture and fixtures 11,641 11,598 Construction-in-progress 6,256 7,262 Subtotal 193,852 195,523 Less accumulated depreciation and amortization (69,989) (67,588) Property, plant and equipment, net $ 123,863 $ 127,935 |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following (in thousands): March 31, December 31, Rebates and other sales deductions $ 137,337 $ 127,534 Employee compensation and benefits 81,155 102,601 Sales returns reserve 20,278 18,368 Royalties 17,824 15,230 Consulting and professional services 14,201 6,660 Current portion of operating lease liabilities 14,048 14,457 Derivative instrument liabilities 12,676 3,625 Inventory-related accruals 11,199 9,809 Clinical trial accruals 10,722 9,108 Accrued interest 7,539 5,722 Selling and marketing accruals 7,304 6,742 Accrued collaboration expenses 4,918 444 Accrued construction-in-progress 835 1,119 Other 33,999 31,313 Total accrued liabilities $ 374,035 $ 352,732 |
Debt - (Tables)
Debt - (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | The following table summarizes the carrying amount of our indebtedness (in thousands): March 31, December 31, 2021 Notes $ 218,812 $ 218,812 Unamortized discount and debt issuance costs on 2021 Notes (3,592) (5,883) 2021 Notes, net 215,220 212,929 2024 Notes 575,000 575,000 Unamortized discount and debt issuance costs on 2024 Notes (89,519) (95,275) 2024 Notes, net 485,481 479,725 2026 Notes 1,000,000 1,000,000 Unamortized discount and debt issuance costs on 2026 Notes (172,678) (179,518) 2026 Notes, net 827,322 820,482 Term loan 573,623 581,702 Total debt 2,101,646 2,094,838 Less current portion 248,613 246,322 Total long-term debt $ 1,853,033 $ 1,848,516 |
Schedule of Maturities of Long-term Debt | Scheduled maturities with respect to our long-term debt principal balances outstanding as of March 31, 2021 were as follows (in thousands): Year Ending December 31, Scheduled Long-Term Debt Maturities 2021 (remainder) $ 243,852 2022 33,387 2023 517,494 2024 575,000 2025 — Thereafter 1,000,000 Total $ 2,369,733 |
Leases - (Tables)
Leases - (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Schedule of Lease Cost and Supplemental Cash Flow Information | The components of the lease expense for the three months ended March 31, 2021 and 2020 were as follows (in thousands): Three Months Ended Lease Cost 2021 2020 Operating lease cost $ 5,546 $ 5,290 Short-term lease cost 1,375 870 Variable lease cost 1 1 Sublease income — (157) Net lease cost $ 6,922 $ 6,004 Lease Term and Discount Rate March 31, December 31, Weighted-average remaining lease term - operating leases (years) 8.6 8.7 Weighted-average discount rate - operating leases 5.3 % 5.3 % Supplemental cash flow information related to operating leases was as follows (in thousands): Three Months Ended 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 6,293 $ 6,215 Non-cash operating activities: Operating lease assets obtained in exchange for new operating lease liabilities $ 375 $ 201 |
Schedule of Lease Supplemental Balance Sheet Information | Supplemental balance sheet information related to operating leases was as follows (in thousands): Leases Classification March 31, December 31, Assets Operating lease assets Operating lease assets $ 125,738 $ 129,169 Liabilities Current Operating lease liabilities Accrued liabilities 14,048 14,457 Non-current Operating lease liabilities Operating lease liabilities, less current portion 136,020 140,035 Total operating lease liabilities $ 150,068 $ 154,492 |
Schedule of Operating Lease Liability Maturities | Maturities of operating lease liabilities were as follows (in thousands): Year Ending December 31, Operating Leases 2021 (remainder) $ 16,009 2022 22,265 2023 22,352 2024 24,192 2025 18,405 Thereafter 86,495 Total lease payments 189,718 Less imputed interest (39,650) Present value of lease liabilities $ 150,068 |
Shareholders' Equity - (Tables)
Shareholders' Equity - (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
Components of Accumulated Other Comprehensive Loss | The components of accumulated other comprehensive income (loss) as of March 31, 2021 and December 31, 2020 were as follows (in thousands): Net Unrealized Foreign Total Balance at December 31, 2020 $ (2,467) $ (131,885) $ (134,352) Other comprehensive loss before reclassifications (16) (46,220) (46,236) Amounts reclassified from accumulated other comprehensive loss 1,160 — 1,160 Other comprehensive income (loss), net 1,144 (46,220) (45,076) Balance at March 31, 2021 $ (1,323) $ (178,105) $ (179,428) |
Net Income (Loss) per Ordinar_2
Net Income (Loss) per Ordinary Share - (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Income per Ordinary Share Computation | Basic and diluted net income (loss) per ordinary share were computed as follows (in thousands, except per share amounts): Three Months Ended 2021 2020 Numerator: Net income (loss) $ 121,832 $ (157,833) Denominator: Weighted-average ordinary shares used in per share calculations - basic 56,468 55,956 Dilutive effect of employee equity incentive and purchase plans 1,584 — Dilutive effect of Exchangeable Senior Notes 341 — Weighted-average ordinary shares used in per share calculations - diluted 58,393 55,956 Net income (loss) per ordinary share: Basic $ 2.16 $ (2.82) Diluted $ 2.09 $ (2.82) |
Schedule of Weighted-Average Ordinary Shares Excluded from Computation of Diluted Net Income per Share | The following table represents the weighted-average ordinary shares that were excluded from the calculation of diluted net income (loss) per ordinary share for the periods presented because including them would have an anti-dilutive effect (in thousands): Three Months Ended 2021 2020 Exchangeable Senior Notes 9,798 5,504 Options, RSUs and ESPP 1,671 5,611 |
Revenues - (Tables)
Revenues - (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Summary of Disaggregation of Revenue | The following table presents a summary of total revenues (in thousands): Three Months Ended 2021 2020 Xyrem $ 335,550 $ 407,875 Xywav 75,416 — Total Oxybate 410,966 407,875 Sunosi 11,606 1,924 Total Neuroscience 422,572 409,799 Zepzelca 54,334 — Vyxeos 33,155 32,720 Defitelio/defibrotide 49,619 47,432 Erwinaze/Erwinase 41,068 37,732 Total Oncology 178,176 117,884 Other 2,783 2,522 Product sales, net 603,531 530,205 Royalties and contract revenues 4,050 4,521 Total revenues $ 607,581 $ 534,726 The following table presents a summary of total revenues attributed to geographic sources (in thousands): Three Months Ended 2021 2020 United States $ 548,292 $ 477,789 Europe 47,233 41,556 All other 12,056 15,381 Total revenues $ 607,581 $ 534,726 |
Summary of Revenues from Customers Representing More Than 10% of Total Revenues | The following table presents a summary of the percentage of total revenues from customers that represented more than 10% of our total revenues: Three Months Ended 2021 2020 ESSDS 67 % 76 % McKesson 14 % 13 % |
Summary of a Reconciliation in Contract Liabilities from Contracts with Customer | The following table presents a reconciliation of our beginning and ending balances in contract liabilities from contracts with customers for the three months ended March 31, 2021 (in thousands): Contract Liabilities Balance as of December 31, 2020 $ 4,861 Amount recognized within royalties and contract revenues (636) Balance as of March 31, 2021 $ 4,225 |
Share-Based Compensation - (Tab
Share-Based Compensation - (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Share-Based Compensation Expense Related to Share Options, RSUs and Grants Under ESPP | Share-based compensation expense related to share options, RSUs and grants under our ESPP was as follows (in thousands): Three Months Ended 2021 2020 Selling, general and administrative $ 23,846 $ 20,596 Research and development 8,643 6,385 Cost of product sales 1,996 1,673 Total share-based compensation expense, pre-tax 34,485 28,654 Income tax benefit from share-based compensation expense (6,587) (3,121) Total share-based compensation expense, net of tax $ 27,898 $ 25,533 |
Schedule of Weighted-Average Assumptions Used in Black-Scholes Option Pricing Model which was Used to Estimate Grant Date Fair Value per Share | The table below shows the number of shares underlying options granted to purchase our ordinary shares, 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: Three Months Ended 2021 2020 Shares underlying options granted (in thousands) 95 565 Grant date fair value $ 51.33 $ 33.65 Black-Scholes option pricing model assumption information: Volatility 37 % 32 % Expected term (years) 4.5 4.6 Range of risk-free rates 0.4-0.8% 0.8-1.6% Expected dividend yield — % — % |
Schedule of Restricted Stock Unit activity | The table below shows the number of RSUs granted covering an equal number of our ordinary shares and the weighted-average grant date fair value of RSUs granted: Three Months Ended 2021 2020 RSUs granted (in thousands) 1,201 959 Grant date fair value $ 169.87 $ 114.19 |
The Company and Summary of Si_3
The Company and Summary of Significant Accounting Policies - Basis of Presentation Narrative (Details) | 3 Months Ended |
Mar. 31, 2021segment | |
Accounting Policies [Abstract] | |
Number of operating business segments | 1 |
The Company and Summary of Si_4
The Company and Summary of Significant Accounting Policies - Concentrations of Risk Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Customer concentration risk | Gross accounts receivable | ||
Concentration Risk [Line Items] | ||
Percentage of gross accounts receivable (as a percent) | 81.00% | 80.00% |
Customer concentration risk | Gross accounts receivable | Express Scripts | ||
Concentration Risk [Line Items] | ||
Percentage of gross accounts receivable (as a percent) | 67.00% | 68.00% |
Customer concentration risk | Gross accounts receivable | McKesson | ||
Concentration Risk [Line Items] | ||
Percentage of gross accounts receivable (as a percent) | 14.00% | 12.00% |
Foreign exchange forward contracts | Derivatives not designated as hedging instruments | ||
Concentration Risk [Line Items] | ||
Notional amount | $ 425,100,000 | $ 357,400,000 |
Net liability fair value | 10,700,000 | |
Interest rate contracts | Derivatives designated as hedging instruments | ||
Concentration Risk [Line Items] | ||
Notional amount | 300,000,000 | $ 300,000,000 |
Net liability fair value | $ 1,500,000 |
Acquisition Agreement - Narrati
Acquisition Agreement - Narrative (Details) | Feb. 03, 2021USD ($)$ / sharesshares |
Business Acquisition [Line Items] | |
Price per share to be paid to former shareholders, cash (in dollars per share) | $ 16.66 |
Exchange ratio, middle threshold, numerator | $ | 1.66 |
Exchange ratio, lower threshold | 0.011929 |
Exchange ratio, upper threshold | 0.009760 |
Number of shares per GW American Depository Share (in shares) | shares | 12 |
Proceeds multiplier for cash and share amounts | 12 |
Tender offer, per share amount offered, cash (in dollars per share) | $ 200 |
Tender offer, per share amount offered, stock (in dollars per share) | $ 20 |
Tender offer, payment to acquire business, gross | $ | $ 7,200,000,000 |
Minimum | |
Business Acquisition [Line Items] | |
Volume-weighted average sales price, ordinary shares, used to determine exchange ratio (in dollars per share) | $ 139.72 |
Maximum | |
Business Acquisition [Line Items] | |
Volume-weighted average sales price, ordinary shares, used to determine exchange ratio (in dollars per share) | $ 170.76 |
Cash and Available-for-Sale S_3
Cash and Available-for-Sale Securities - Summary of Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 2,432,533 | $ 2,132,769 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Value | 2,432,533 | 2,132,769 |
Cash and Cash Equivalents | 2,097,533 | 1,057,769 |
Investments | 335,000 | 1,075,000 |
Cash | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 851,856 | 517,117 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Value | 851,856 | 517,117 |
Cash and Cash Equivalents | 851,856 | 517,117 |
Investments | 0 | 0 |
Time deposits | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 1,295,000 | 1,360,000 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Value | 1,295,000 | 1,360,000 |
Cash and Cash Equivalents | 960,000 | 285,000 |
Investments | 335,000 | 1,075,000 |
Money market funds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 285,677 | 255,652 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Value | 285,677 | 255,652 |
Cash and Cash Equivalents | 285,677 | 255,652 |
Investments | $ 0 | $ 0 |
Cash and Available-for-Sale S_4
Cash and Available-for-Sale Securities - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Investments, Debt and Equity Securities [Abstract] | ||
Interest income from available-for-sale securities | $ 1.2 | $ 4.4 |
Fair Value Measurement - Assets
Fair Value Measurement - Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Available-for-sale securities: | ||
Available-for-sale securities | $ 2,432,533 | $ 2,132,769 |
Time deposits | ||
Available-for-sale securities: | ||
Available-for-sale securities | 1,295,000 | 1,360,000 |
Money market funds | ||
Available-for-sale securities: | ||
Available-for-sale securities | 285,677 | 255,652 |
Recurring | ||
Available-for-sale securities: | ||
Totals | 1,581,165 | 1,627,559 |
Liabilities: | ||
Totals | 12,676 | 3,625 |
Recurring | Time deposits | ||
Available-for-sale securities: | ||
Available-for-sale securities | 1,295,000 | 1,360,000 |
Recurring | Money market funds | ||
Available-for-sale securities: | ||
Available-for-sale securities | 285,677 | 255,652 |
Recurring | Interest rate contracts | ||
Liabilities: | ||
Derivative liabilities | 1,527 | 2,835 |
Recurring | Foreign exchange forward contracts | ||
Available-for-sale securities: | ||
Derivative asset | 488 | 11,907 |
Liabilities: | ||
Derivative liabilities | 11,149 | 790 |
Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Available-for-sale securities: | ||
Totals | 285,677 | 255,652 |
Liabilities: | ||
Totals | 0 | 0 |
Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Time deposits | ||
Available-for-sale securities: | ||
Available-for-sale securities | 0 | 0 |
Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Money market funds | ||
Available-for-sale securities: | ||
Available-for-sale securities | 285,677 | 255,652 |
Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Interest rate contracts | ||
Liabilities: | ||
Derivative liabilities | 0 | 0 |
Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Foreign exchange forward contracts | ||
Available-for-sale securities: | ||
Derivative asset | 0 | 0 |
Liabilities: | ||
Derivative liabilities | 0 | 0 |
Recurring | Significant Other Observable Inputs (Level 2) | ||
Available-for-sale securities: | ||
Totals | 1,295,488 | 1,371,907 |
Liabilities: | ||
Totals | 12,676 | 3,625 |
Recurring | Significant Other Observable Inputs (Level 2) | Time deposits | ||
Available-for-sale securities: | ||
Available-for-sale securities | 1,295,000 | 1,360,000 |
Recurring | Significant Other Observable Inputs (Level 2) | Money market funds | ||
Available-for-sale securities: | ||
Available-for-sale securities | 0 | 0 |
Recurring | Significant Other Observable Inputs (Level 2) | Interest rate contracts | ||
Liabilities: | ||
Derivative liabilities | 1,527 | 2,835 |
Recurring | Significant Other Observable Inputs (Level 2) | Foreign exchange forward contracts | ||
Available-for-sale securities: | ||
Derivative asset | 488 | 11,907 |
Liabilities: | ||
Derivative liabilities | $ 11,149 | $ 790 |
Fair Value Measurement - Narrat
Fair Value Measurement - Narrative (Details) - USD ($) $ in Millions | Mar. 31, 2021 | Jun. 30, 2020 | Feb. 15, 2018 | Feb. 15, 2015 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Equity securities without readily determinable fair value | $ 4.5 | |||
2021 Notes | Convertible Debt | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Interest rate (as a percent) | 1.875% | |||
2024 Notes | Convertible Debt | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Interest rate (as a percent) | 1.50% | |||
2026 Notes | Convertible Debt | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Interest rate (as a percent) | 2.00% | |||
Significant Other Observable Inputs (Level 2) | 2021 Notes | Convertible Debt | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Fair value of exchangeable senior notes | 224 | |||
Significant Other Observable Inputs (Level 2) | 2024 Notes | Convertible Debt | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Fair value of exchangeable senior notes | 625 | |||
Significant Other Observable Inputs (Level 2) | 2026 Notes | Convertible Debt | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Fair value of exchangeable senior notes | $ 1,300 |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities - Narrative (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Interest rate contracts | ||
Derivative [Line Items] | ||
Losses recognized in AOCI to be reclassified over the next 12 months | $ 1,300,000 | |
Interest rate contracts | Derivatives designated as hedging instruments | ||
Derivative [Line Items] | ||
Notional amount | $ 300,000,000 | $ 300,000,000 |
Interest rate contracts | Derivatives not designated as hedging instruments | ||
Derivative [Line Items] | ||
Fixed interest rate | 1.895% | |
Foreign exchange forward contracts | Derivatives not designated as hedging instruments | ||
Derivative [Line Items] | ||
Notional amount | $ 425,100,000 | $ 357,400,000 |
Foreign exchange forward contracts | Derivatives not designated as hedging instruments | Maximum | ||
Derivative [Line Items] | ||
Contract term | 12 months |
Derivative Instruments and He_4
Derivative Instruments and Hedging Activities - Loss on Derivative Instruments (Details) - Interest rate contracts - Cash Flow Hedges - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Loss recognized in accumulated other comprehensive loss, net of tax | $ (16) | $ (4,200) |
Loss reclassified from accumulated other comprehensive loss to interest expense, net of tax | $ 1,160 | $ 147 |
Derivative Instruments and He_5
Derivative Instruments and Hedging Activities - Foreign Exchange Gain (Loss) Derivative Instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Derivatives not designated as hedging instruments | Foreign exchange forward contracts | ||
Derivative [Line Items] | ||
Loss recognized in foreign exchange gain (loss) | $ (13,050) | $ (6,139) |
Derivative Instruments and He_6
Derivative Instruments and Hedging Activities - Fair Value of Outstanding Derivatives (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | $ 488 | $ 11,907 |
Liability Derivatives | 12,676 | 3,625 |
Derivatives designated as hedging instruments | Interest rate contracts | Other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 0 | 0 |
Derivatives designated as hedging instruments | Interest rate contracts | Accrued liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | 1,527 | 2,835 |
Derivatives not designated as hedging instruments | Foreign exchange forward contracts | Other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 488 | 11,907 |
Derivatives not designated as hedging instruments | Foreign exchange forward contracts | Accrued liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | $ 11,149 | $ 790 |
Derivative Instruments and He_7
Derivative Instruments and Hedging Activities - Offsetting Assets and Liabilities (Details) - Pro Forma - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Derivative assets | ||
Gross Amounts of Recognized Assets/ Liabilities | $ 488 | $ 11,907 |
Gross Amounts Offset in the Consolidated Balance Sheet | 0 | 0 |
Net Amounts of Assets/ Liabilities Presented in the Consolidated Balance Sheet | 488 | 11,907 |
Gross Amounts Not Offset in the Consolidated Balance Sheet | ||
Derivative Financial Instruments | (488) | (2,207) |
Cash Collateral Received (Pledged) | 0 | 0 |
Net Amount | 0 | 9,700 |
Derivative liabilities | ||
Gross Amounts of Recognized Assets/ Liabilities | (12,676) | (3,625) |
Gross Amounts Offset in the Consolidated Balance Sheet | 0 | 0 |
Net Amounts of Assets/ Liabilities Presented in the Consolidated Balance Sheet | (12,676) | (3,625) |
Gross Amounts Not Offset in the Consolidated Balance Sheet | ||
Derivative Financial Instruments | 488 | 2,207 |
Cash Collateral Received (Pledged) | 0 | 0 |
Net Amount | $ (12,188) | $ (1,418) |
Inventories - Components of Inv
Inventories - Components of Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 23,415 | $ 16,003 |
Work in process | 52,117 | 45,758 |
Finished goods | 39,943 | 33,635 |
Total inventories | $ 115,475 | $ 95,396 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill Activity (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning of period | $ 958,303 |
Foreign exchange | (19,905) |
Goodwill, end of period | $ 938,398 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Gross Carrying Amounts and Net Book Values of Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 3,341,902 | $ 3,395,214 |
Accumulated Amortization | (1,233,856) | (1,200,163) |
Total | $ 2,108,046 | 2,195,051 |
Acquired developed technologies | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining Weighted- Average Useful Life (In years) | 12 years 6 months | |
Gross Carrying Amount | $ 3,326,448 | 3,379,162 |
Accumulated Amortization | (1,218,402) | (1,184,111) |
Total | $ 2,108,046 | 2,195,051 |
Manufacturing contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining Weighted- Average Useful Life (In years) | 0 years | |
Gross Carrying Amount | $ 12,551 | 13,135 |
Accumulated Amortization | (12,551) | (13,135) |
Total | $ 0 | 0 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining Weighted- Average Useful Life (In years) | 0 years | |
Gross Carrying Amount | $ 2,903 | 2,917 |
Accumulated Amortization | (2,903) | (2,917) |
Total | $ 0 | $ 0 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Estimated Future Amortization Costs (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2021 (remainder) | $ 152,570 | |
2022 | 172,486 | |
2023 | 172,486 | |
2024 | 172,486 | |
2025 | 172,486 | |
Thereafter | 1,265,532 | |
Total | $ 2,108,046 | $ 2,195,051 |
Certain Balance Sheet Items - P
Certain Balance Sheet Items - Property and Equipment (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 193,852 | $ 195,523 |
Less accumulated depreciation and amortization | (69,989) | (67,588) |
Property, plant and equipment, net | 123,863 | 127,935 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 54,155 | 54,113 |
Land and buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 47,440 | 47,555 |
Manufacturing equipment and machinery | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 33,096 | 33,465 |
Computer software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 24,479 | 22,781 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 16,785 | 18,749 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 11,641 | 11,598 |
Construction-in-progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 6,256 | $ 7,262 |
Certain Balance Sheet Items - A
Certain Balance Sheet Items - Accrued Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Certain Balance Sheet Items [Abstract] | ||
Rebates and other sales deductions | $ 137,337 | $ 127,534 |
Employee compensation and benefits | 81,155 | 102,601 |
Sales returns reserve | 20,278 | 18,368 |
Royalties | 17,824 | 15,230 |
Consulting and professional services | 14,201 | 6,660 |
Current portion of operating lease liabilities | 14,048 | 14,457 |
Derivative instrument liabilities | 12,676 | 3,625 |
Inventory-related accruals | 11,199 | 9,809 |
Clinical trial accruals | 10,722 | 9,108 |
Accrued interest | 7,539 | 5,722 |
Selling and marketing accruals | 7,304 | 6,742 |
Accrued collaboration expenses | 4,918 | 444 |
Accrued construction-in-progress | 835 | 1,119 |
Other | 33,999 | 31,313 |
Total accrued liabilities | $ 374,035 | $ 352,732 |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Long term debt outstanding | $ 2,369,733 | |
Total debt | 2,101,646 | $ 2,094,838 |
Less current portion | 248,613 | 246,322 |
Total long-term debt | 1,853,033 | 1,848,516 |
Convertible Debt | 2021 Notes | ||
Debt Instrument [Line Items] | ||
Long term debt outstanding | 218,812 | 218,812 |
Unamortized discount and debt issuance costs | (3,592) | (5,883) |
Total debt | 215,220 | 212,929 |
Convertible Debt | 2024 Notes | ||
Debt Instrument [Line Items] | ||
Long term debt outstanding | 575,000 | 575,000 |
Unamortized discount and debt issuance costs | (89,519) | (95,275) |
Total debt | 485,481 | 479,725 |
Convertible Debt | 2026 Notes | ||
Debt Instrument [Line Items] | ||
Long term debt outstanding | 1,000,000 | 1,000,000 |
Unamortized discount and debt issuance costs | (172,678) | (179,518) |
Total debt | 827,322 | 820,482 |
Term Loan | ||
Debt Instrument [Line Items] | ||
Total debt | $ 573,623 | $ 581,702 |
Debt - Narrative (Details)
Debt - Narrative (Details) $ in Millions | Mar. 31, 2021USD ($) |
Convertible Debt | 2021 Notes | |
Debt Instrument [Line Items] | |
Carrying value of the equity component | $ 114.4 |
Convertible Debt | 2024 Notes | |
Debt Instrument [Line Items] | |
Carrying value of the equity component | 149.8 |
Convertible Debt | 2026 Notes | |
Debt Instrument [Line Items] | |
Carrying value of the equity component | $ 176.3 |
Jazz Investments I Limited | |
Debt Instrument [Line Items] | |
Percentage of ownership (as a percent) | 100.00% |
Debt - Schedule of Maturities o
Debt - Schedule of Maturities of Long-term Debt (Details) $ in Thousands | Mar. 31, 2021USD ($) |
Debt Disclosure [Abstract] | |
2021 (remainder) | $ 243,852 |
2022 | 33,387 |
2023 | 517,494 |
2024 | 575,000 |
2025 | 0 |
Thereafter | 1,000,000 |
Total | $ 2,369,733 |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Leases [Abstract] | ||
Operating lease cost | $ 5,546 | $ 5,290 |
Short-term lease cost | 1,375 | 870 |
Variable lease cost | 1 | 1 |
Sublease income | 0 | (157) |
Net lease cost | $ 6,922 | $ 6,004 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Assets: | ||
Operating lease assets | $ 125,738 | $ 129,169 |
Liabilities | ||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | Accrued liabilities | Accrued liabilities |
Current portion of operating lease liabilities | $ 14,048 | $ 14,457 |
Operating lease liabilities, less current portion | 136,020 | 140,035 |
Total operating lease liabilities | $ 150,068 | $ 154,492 |
Leases - Weighted Average Terms
Leases - Weighted Average Terms and Discount Rates (Details) | Mar. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
Weighted-average remaining lease term - operating leases (years) | 8 years 7 months 6 days | 8 years 8 months 12 days |
Weighted-average discount rate - operating leases | 5.30% | 5.30% |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash outflows from operating leases | $ 6,293 | $ 6,215 |
Non-cash operating activities: | ||
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 375 | $ 201 |
Leases - Maturities of Operatin
Leases - Maturities of Operating Lease Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Leases [Abstract] | ||
2021 (remainder) | $ 16,009 | |
2022 | 22,265 | |
2023 | 22,352 | |
2024 | 24,192 | |
2025 | 18,405 | |
Thereafter | 86,495 | |
Total lease payments | 189,718 | |
Less imputed interest | (39,650) | |
Present value of lease liabilities | $ 150,068 | $ 154,492 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Millions | Mar. 17, 2021litigationCase | Jun. 23, 2020litigationCase | Mar. 31, 2021USD ($) |
Loss Contingencies [Line Items] | |||
Noncancelable purchase commitments due within one year | $ | $ 88.8 | ||
Teamsters and GEHA Lawsuits | |||
Loss Contingencies [Line Items] | |||
Class action lawsuits filed | 2 | ||
Farrell Lawsuit And Levy Lawsuit | |||
Loss Contingencies [Line Items] | |||
Class action lawsuits filed | 2 | ||
GW Litigation | |||
Loss Contingencies [Line Items] | |||
Class action lawsuits filed | 10 |
Shareholders' Equity - Share Re
Shareholders' Equity - Share Repurchase Programs (Details) - Ordinary Options - November 2016 Share Repurchase Program | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Stock Activity [Line Items] | |
Total amount authorized for repurchase of shares under share repurchase program | $ 1,500,000,000 |
Shares repurchased | 0 |
Remaining amount authorized for repurchase of shares | $ 431,200,000 |
Shareholders' Equity - Componen
Shareholders' Equity - Component of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Increase (Decrease) in Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Beginning balance | $ 3,659,745 | $ 3,110,981 |
Other comprehensive loss before reclassifications | (46,236) | |
Amounts reclassified from accumulated other comprehensive loss | 1,160 | |
Other comprehensive loss | (45,076) | (34,043) |
Ending balance | 3,797,689 | 2,808,500 |
Net Unrealized Loss From Hedging Activities | ||
Increase (Decrease) in Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Beginning balance | (2,467) | |
Other comprehensive loss before reclassifications | (16) | |
Amounts reclassified from accumulated other comprehensive loss | 1,160 | |
Other comprehensive loss | 1,144 | |
Ending balance | (1,323) | |
Foreign Currency Translation Adjustments | ||
Increase (Decrease) in Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Beginning balance | (131,885) | |
Other comprehensive loss before reclassifications | (46,220) | |
Amounts reclassified from accumulated other comprehensive loss | 0 | |
Other comprehensive loss | (46,220) | |
Ending balance | (178,105) | |
Total Accumulated Other Comprehensive Loss | ||
Increase (Decrease) in Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||
Beginning balance | (134,352) | (223,393) |
Other comprehensive loss | (45,076) | (34,043) |
Ending balance | $ (179,428) | $ (257,436) |
Net Income (Loss) per Ordinar_3
Net Income (Loss) per Ordinary Share - Basic and Diluted Net Income per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Numerator: | ||
Net income (loss) | $ 121,832 | $ (157,833) |
Denominator: | ||
Weighted-average ordinary shares used in per share calculation - basic (in shares) | 56,468 | 55,956 |
Dilutive effect of employee equity incentive and purchase plans (in shares) | 1,584 | 0 |
Dilutive effect of Exchangeable Senior Notes (in shares) | 341 | 0 |
Weighted-average ordinary shares used in per share calculation - diluted (in shares) | 58,393 | 55,956 |
Net income (loss) per ordinary share: | ||
Basic (in dollars per share) | $ 2.16 | $ (2.82) |
Diluted (in dollars per share) | $ 2.09 | $ (2.82) |
Net Income (Loss) per Ordinar_4
Net Income (Loss) per Ordinary Share - Weighted-Average Ordinary Shares Excluded from Computation of Diluted Net Income per Share (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Exchangeable Senior Notes | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Ordinary shares (in shares) | 9,798 | 5,504 |
Options, RSUs and ESPP | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Ordinary shares (in shares) | 1,671 | 5,611 |
Revenues - Summary of Disaggreg
Revenues - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 607,581 | $ 534,726 |
United States | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 548,292 | 477,789 |
Europe | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 47,233 | 41,556 |
All other | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 12,056 | 15,381 |
Product sales, net | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 603,531 | 530,205 |
Total Oncology | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 178,176 | 117,884 |
Total Oxybate | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 410,966 | 407,875 |
Xyrem | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 335,550 | 407,875 |
Xywav | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 75,416 | 0 |
Total Neuroscience | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 422,572 | 409,799 |
Sunosi | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 11,606 | 1,924 |
Zepzelca | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 54,334 | 0 |
Vyxeos | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 33,155 | 32,720 |
Defitelio/defibrotide | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 49,619 | 47,432 |
Erwinaze/Erwinase | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 41,068 | 37,732 |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 2,783 | 2,522 |
Royalties and contract revenues | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 4,050 | $ 4,521 |
Revenues - Summary of the Perce
Revenues - Summary of the Percentage of Total Revenues from Customers (Details) - Total Revenues - Customer concentration risk | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Express Scripts | ||
Concentration Risk [Line Items] | ||
Percentage of total revenues (as a percent) | 67.00% | 76.00% |
McKesson | ||
Concentration Risk [Line Items] | ||
Percentage of total revenues (as a percent) | 14.00% | 13.00% |
Revenues - Narrative (Details)
Revenues - Narrative (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($)agreement | |
Financing and Payment [Line Items] | |
Contract revenue recognized | $ 636 |
Nippon Shinyaku | |
Financing and Payment [Line Items] | |
Number of license, development and commercialization agreements | agreement | 2 |
Contract revenue recognized | $ 600 |
Revenue, performance obligation, description of timing | The deferred revenue balances are being recognized over an average of four years representing the period over which we expect to perform our research and developments obligations under each agreement. |
Minimum | |
Financing and Payment [Line Items] | |
Payment terms, range | 30 days |
Maximum | |
Financing and Payment [Line Items] | |
Payment terms, range | 45 days |
Revenues - Summary of Contract
Revenues - Summary of Contract Liabilities (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Change In Contract With Customer, Liability [Roll Forward] | |
Beginning balance | $ 4,861 |
Amount recognized within royalties and contract revenues | (636) |
Ending balance | $ 4,225 |
Share-Based Compensation - Expe
Share-Based Compensation - Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total share-based compensation expense, pre-tax | $ 34,485 | $ 28,654 |
Income tax benefit from share-based compensation expense | (6,587) | (3,121) |
Total share-based compensation expense, net of tax | 27,898 | 25,533 |
Selling, general and administrative | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total share-based compensation expense, pre-tax | 23,846 | 20,596 |
Research and development | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total share-based compensation expense, pre-tax | 8,643 | 6,385 |
Cost of product sales | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total share-based compensation expense, pre-tax | $ 1,996 | $ 1,673 |
Share-Based Compensation - Weig
Share-Based Compensation - Weighted-Average Assumptions and Resulting Grant Date Fair Value (Details) - Employee Stock Option - $ / shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Schedule of Weighted Average Assumptions for Fair Values of Stock Options[Line Items] | ||
Shares underlying options granted (in shares) | 95 | 565 |
Weighted-average grant date fair value (in dollars per share) | $ 51.33 | $ 33.65 |
Weighted-average volatility (as a percent) | 37.00% | 32.00% |
Weighted-average expected term | 4 years 6 months | 4 years 7 months 6 days |
Range of risk-free rates, minimum (as a percent) | 0.40% | 0.80% |
Range of risk-free rates, maximum (as a percent) | 0.80% | 1.60% |
Expected dividend yield (as a percent) | 0.00% | 0.00% |
Share-Based Compensation - Rest
Share-Based Compensation - Restricted Units (Details) - Restricted Stock Units (RSUs) - $ / shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
RSUs granted (in shares) | 1,201 | 959 |
Grant date fair value (in dollars per share) | $ 169.87 | $ 114.19 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Restricted Stock Units (RSUs) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Vesting period | 4 years |
Unrecognized compensation cost related to unvested stock option and RSUs | $ 275.1 |
Weighted-average period expected to be recognized | 3 years 2 months 12 days |
Employee Stock Option | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized compensation cost related to unvested stock option and RSUs | $ 52 |
Weighted-average period expected to be recognized | 2 years 2 months 12 days |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Taxes [Line Items] | ||
Income tax provision (benefit) | $ 18,019 | $ (51,287) |
Effective income tax rate (as a percent) | 13.30% | 24.50% |
Acquired in-process research and development | $ 0 | $ 202,250 |
Income tax examination, tax, penalties and interest accrued | 1,100 | |
Income tax examination, penalties and interest paid | $ 18,600 | |
Pharma Mar, S.A. | Upfront Payments | ||
Income Taxes [Line Items] | ||
Acquired in-process research and development | $ 200,000 | |
Ireland | ||
Income Taxes [Line Items] | ||
Ireland statutory income tax rate (as a percent) | 12.50% |
Subsequent Event - Narrative (D
Subsequent Event - Narrative (Details) - USD ($) $ in Millions | May 31, 2021 | Apr. 29, 2021 | Feb. 03, 2021 |
Line of Credit | New Revolving Credit Facility | Revolving Credit Facility | |||
Subsequent Event [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 500 | ||
Line of Credit | New Revolving Credit Facility | Revolving Credit Facility | Forecast | |||
Subsequent Event [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 500 | ||
Term Loan | Senior Secured Term Loan B Facility | Senior Secured Facility | |||
Subsequent Event [Line Items] | |||
Line of credit facility, maximum borrowing capacity | 3,150 | ||
Term Loan | Term Loan B Senior Secured Credit Facility | Forecast | |||
Subsequent Event [Line Items] | |||
Debt instrument, face amount | $ 3,850 | ||
Bridge Loan | Senior Secured Bridge Loan Facility | Senior Secured Facility | |||
Subsequent Event [Line Items] | |||
Line of credit facility, maximum borrowing capacity | $ 2,200 | ||
Subsequent Event | Senior Secured Debt | Senior Secured Notes Due 2029 | Jazz Securities Designated Activity Company | |||
Subsequent Event [Line Items] | |||
Debt instrument, face amount | $ 1,500 | ||
Interest rate (as a percent) | 4.375% |