Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2021 | Nov. 02, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 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 $0.0001 per share | |
Trading Symbol | JAZZ | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Smaller Reporting Company | false | |
Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 61,469,645 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal period Focus | Q3 | |
Entity Central Index Key | 0001232524 | |
Current Fiscal Year End Date | --12-31 |
CONDENSENED CONSOLIDATED BALANC
CONDENSENED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 671,780 | $ 1,057,769 |
Investments | 0 | 1,075,000 |
Accounts receivable, net of allowances | 499,023 | 396,490 |
Inventories | 1,137,851 | 95,396 |
Prepaid expenses | 94,474 | 62,422 |
Other current assets | 225,098 | 152,491 |
Total current assets | 2,628,226 | 2,839,568 |
Property, plant and equipment, net | 255,006 | 127,935 |
Operating lease assets | 89,628 | 129,169 |
Intangible assets, net | 7,282,579 | 2,195,051 |
Goodwill | 1,849,547 | 958,303 |
Deferred tax assets, net | 314,666 | 254,916 |
Deferred financing costs | 12,724 | 5,238 |
Other non-current assets | 45,776 | 25,721 |
Total assets | 12,478,152 | 6,535,901 |
Current liabilities: | ||
Accounts payable | 63,815 | 26,945 |
Accrued liabilities | 603,715 | 352,732 |
Current portion of long-term debt | 31,000 | 246,322 |
Income taxes payable | 34,256 | 25,200 |
Deferred revenue | 2,267 | 2,546 |
Total current liabilities | 735,053 | 653,745 |
Deferred revenue, non-current | 986 | 2,315 |
Long-term debt, less current portion | 6,247,287 | 1,848,516 |
Operating lease liabilities, less current portion | 89,359 | 140,035 |
Deferred tax liabilities, net | 1,329,184 | 130,397 |
Other non-current liabilities | 137,806 | 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 | 3,469,884 | 2,633,670 |
Accumulated other comprehensive loss | (397,517) | (134,352) |
Retained earnings | 865,577 | 1,159,894 |
Total shareholders’ equity | 3,938,477 | 3,659,745 |
Total liabilities and shareholders’ equity | $ 12,478,152 | $ 6,535,901 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenues: | ||||
Total revenues | $ 838,115 | $ 600,888 | $ 2,197,507 | $ 1,698,050 |
Operating expenses: | ||||
Cost of product sales (excluding amortization of acquired developed technologies) | 145,224 | 42,095 | 304,607 | 98,760 |
Selling, general and administrative | 363,682 | 207,255 | 1,053,221 | 607,061 |
Research and development | 141,036 | 78,647 | 350,305 | 243,676 |
Intangible asset amortization | 159,804 | 66,684 | 368,476 | 192,505 |
Acquired in-process research and development | 0 | 10,000 | 0 | 215,250 |
Impairment charge | 0 | 0 | 0 | 136,139 |
Total operating expenses | 809,746 | 404,681 | 2,076,609 | 1,493,391 |
Income from operations | 28,369 | 196,207 | 120,898 | 204,659 |
Interest expense, net | (93,372) | (27,428) | (190,168) | (72,134) |
Foreign exchange gain (loss) | (2,631) | (639) | 1,262 | (2,235) |
Income (loss) before income tax provision (benefit) and equity in (gain) loss of investees | (67,634) | 168,140 | (68,008) | 130,290 |
Income tax provision (benefit) | (18,057) | 19,283 | 228,583 | 22,750 |
Equity in (gain) loss of investees | 3,256 | 623 | (2,274) | 2,338 |
Net income (loss) | $ (52,833) | $ 148,234 | $ (294,317) | $ 105,202 |
Net income (loss) per ordinary share: | ||||
Basic (in dollars per share) | $ (0.86) | $ 2.67 | $ (4.98) | $ 1.89 |
Diluted (in dollars per share) | $ (0.86) | $ 2.64 | $ (4.98) | $ 1.87 |
Weighted-average ordinary shares used in per share calculations - basic (in shares) | 61,284 | 55,545 | 59,084 | 55,637 |
Weighted-average ordinary shares used in per share calculations - diluted (in shares) | 61,284 | 56,236 | 59,084 | 56,297 |
Product sales, net | ||||
Revenues: | ||||
Total revenues | $ 834,247 | $ 596,949 | $ 2,186,118 | $ 1,685,357 |
Royalties and contract revenues | ||||
Revenues: | ||||
Total revenues | $ 3,868 | $ 3,939 | $ 11,389 | $ 12,693 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ (52,833) | $ 148,234 | $ (294,317) | $ 105,202 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustments | (206,819) | 47,139 | (265,342) | 37,879 |
Unrealized gain (loss) on cash flow hedging activities, net of income tax provision (benefit) of $22, $167, $353 and ($327), respectively | 153 | 1,169 | 2,468 | (2,287) |
Unrealized gain (loss) on fair value hedging activities, net of income tax provision (benefit) of $28, $—, ($97) and $—, respectively | 84 | 0 | (291) | 0 |
Other comprehensive income (loss) | (206,582) | 48,308 | (263,165) | 35,592 |
Total comprehensive income (loss) | $ (259,415) | $ 196,542 | $ (557,482) | $ 140,794 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
Tax provision (benefit) effect on cash flow hedging activities | $ 22 | $ 167 | $ 353 | $ (327) |
Tax provision (benefit) effect on fair value hedging activities | $ 28 | $ 0 | $ (97) | $ 0 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Employee Stock Option | Ordinary Shares | Non-voting Euro Deferred | Capital Redemption Reserve | Additional Paid-in Capital | Additional Paid-in CapitalEmployee Stock Option | 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) income | (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, 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] | |||||||||
Other comprehensive (loss) income | 35,592 | ||||||||
Net income (loss) | 105,202 | ||||||||
Ending balance (in shares) at Sep. 30, 2020 | 55,592 | 4,000 | |||||||
Ending balance at Sep. 30, 2020 | 3,377,201 | $ 6 | $ 55 | 472 | 2,537,989 | (187,801) | 1,026,480 | ||
Beginning balance (in shares) at Mar. 31, 2020 | 55,368 | 4,000 | |||||||
Beginning balance at Mar. 31, 2020 | 2,808,500 | $ 6 | $ 55 | 472 | 2,294,474 | (257,436) | 770,929 | ||
Increase (Decrease) in Shareholders' Equity [Roll Forward] | |||||||||
Issuance of Exchangeable Senior Notes, due 2026 | 176,260 | 176,260 | |||||||
Partial repurchase of Exchangeable Senior Notes, due 2021 | (12,069) | (12,069) | |||||||
Issuance of ordinary shares in conjunction with exercise of share options (in shares) | 74 | ||||||||
Issuance of ordinary shares in conjunction with exercise of share options | 4,440 | 4,440 | |||||||
Issuance of ordinary shares under employee stock purchase plan (in shares) | 65 | ||||||||
Issuance of ordinary shares under employee stock purchase plan | 6,547 | 6,547 | |||||||
Issuance of ordinary shares in conjunction with vesting of restricted stock units (in shares) | 19 | ||||||||
Shares withheld for payment of employee's withholding tax liability | (1,116) | (1,116) | |||||||
Share-based compensation | 30,599 | 30,599 | |||||||
Shares repurchased (in shares) | (70) | ||||||||
Shares repurchased | (7,484) | (7,484) | |||||||
Other comprehensive (loss) income | 21,327 | 21,327 | |||||||
Net income (loss) | 114,801 | 114,801 | |||||||
Ending balance (in shares) at Jun. 30, 2020 | 55,456 | 4,000 | |||||||
Ending balance at Jun. 30, 2020 | 3,141,805 | $ 6 | $ 55 | 472 | 2,499,135 | (236,109) | 878,246 | ||
Increase (Decrease) in Shareholders' Equity [Roll Forward] | |||||||||
Partial repurchase of Exchangeable Senior Notes, due 2021 | (444) | (444) | |||||||
Issuance of ordinary shares in conjunction with exercise of share options (in shares) | 96 | ||||||||
Issuance of ordinary shares in conjunction with exercise of share options | 10,088 | 10,088 | |||||||
Issuance of ordinary shares in conjunction with vesting of restricted stock units (in shares) | 40 | ||||||||
Shares withheld for payment of employee's withholding tax liability | (1,097) | (1,097) | |||||||
Share-based compensation | 30,307 | 30,307 | |||||||
Other comprehensive (loss) income | 48,308 | 48,308 | |||||||
Net income (loss) | 148,234 | 148,234 | |||||||
Ending balance (in shares) at Sep. 30, 2020 | 55,592 | 4,000 | |||||||
Ending balance at Sep. 30, 2020 | 3,377,201 | $ 6 | $ 55 | 472 | 2,537,989 | (187,801) | 1,026,480 | ||
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) income | (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 | ||
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] | |||||||||
Other comprehensive (loss) income | (263,165) | ||||||||
Net income (loss) | (294,317) | ||||||||
Ending balance (in shares) at Sep. 30, 2021 | 61,380 | 4,000 | |||||||
Ending balance at Sep. 30, 2021 | 3,938,477 | $ 6 | $ 55 | 472 | 3,469,884 | (397,517) | 865,577 | ||
Beginning balance (in shares) at Mar. 31, 2021 | 56,873 | 4,000 | |||||||
Beginning balance at Mar. 31, 2021 | 3,797,689 | $ 6 | $ 55 | 472 | 2,694,858 | (179,428) | 1,281,726 | ||
Increase (Decrease) in Shareholders' Equity [Roll Forward] | |||||||||
Issuance of ordinary shares arising from the acquisition of GW and share-based payment - pre-combination service (in shares) | 3,798 | ||||||||
Issuance of ordinary shares arising from the acquisition of GW and share-based payment - pre-combination service | 608,456 | $ 3,555 | 608,456 | $ 3,555 | |||||
Issuance of ordinary shares in conjunction with exercise of share options (in shares) | 328 | ||||||||
Issuance of ordinary shares in conjunction with exercise of share options | 43,600 | 43,600 | |||||||
Issuance of ordinary shares under employee stock purchase plan (in shares) | 79 | ||||||||
Issuance of ordinary shares under employee stock purchase plan | 8,282 | 8,282 | |||||||
Issuance of ordinary shares in conjunction with vesting of restricted stock units (in shares) | 37 | ||||||||
Shares withheld for payment of employee's withholding tax liability | (3,388) | (3,388) | |||||||
Share-based compensation | 48,119 | 48,119 | |||||||
Other comprehensive (loss) income | (11,507) | (11,507) | |||||||
Net income (loss) | (363,316) | (363,316) | |||||||
Ending balance (in shares) at Jun. 30, 2021 | 61,115 | 4,000 | |||||||
Ending balance at Jun. 30, 2021 | 4,131,490 | $ 6 | $ 55 | 472 | 3,403,482 | (190,935) | 918,410 | ||
Increase (Decrease) in Shareholders' Equity [Roll Forward] | |||||||||
Issuance of ordinary shares in conjunction with exercise of share options (in shares) | 202 | ||||||||
Issuance of ordinary shares in conjunction with exercise of share options | 14,822 | 14,822 | |||||||
Issuance of ordinary shares in conjunction with vesting of restricted stock units (in shares) | 63 | ||||||||
Shares withheld for payment of employee's withholding tax liability | (2,431) | (2,431) | |||||||
Share-based compensation | 54,011 | 54,011 | |||||||
Other comprehensive (loss) income | (206,582) | (206,582) | |||||||
Net income (loss) | (52,833) | (52,833) | |||||||
Ending balance (in shares) at Sep. 30, 2021 | 61,380 | 4,000 | |||||||
Ending balance at Sep. 30, 2021 | $ 3,938,477 | $ 6 | $ 55 | $ 472 | $ 3,469,884 | $ (397,517) | $ 865,577 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Operating activities | ||
Net income (loss) | $ (294,317) | $ 105,202 |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Intangible asset amortization | 368,476 | 192,505 |
Acquisition accounting inventory fair value step-up adjustment | 148,637 | 0 |
Share-based compensation | 135,887 | 89,614 |
Deferred tax provision (benefit) | 96,593 | (120,909) |
Non-cash interest expense | 66,055 | 45,702 |
Depreciation | 19,387 | 14,076 |
Provision for losses on accounts receivable and inventory | 13,444 | 9,148 |
Impairment charge | 0 | 136,139 |
Acquired in-process research and development | 0 | 215,250 |
Other non-cash transactions | 9,622 | 12,672 |
Changes in assets and liabilities: | ||
Accounts receivable | (27,956) | (5,004) |
Inventories | (33,891) | (21,861) |
Prepaid expenses and other current assets | (34,722) | (64,902) |
Operating lease assets | 12,054 | 9,730 |
Other non-current assets | (1,837) | 13,941 |
Accounts payable | 19,167 | 20,645 |
Accrued liabilities | 93,534 | 26,510 |
Income taxes payable | 9,171 | 15,089 |
Deferred revenue | (1,608) | (3,540) |
Operating lease liabilities, less current portion | (13,423) | (9,884) |
Other non-current liabilities | 16,479 | 33,254 |
Net cash provided by operating activities | 600,752 | 713,377 |
Investing activities | ||
Proceeds from maturity of investments | 1,095,000 | 920,000 |
Purchases of property, plant and equipment | (17,674) | (10,889) |
Acquisition of intangible assets | (17,891) | (113,000) |
Acquisition of investments | (26,694) | (1,661,750) |
Acquisition of a business, net of cash acquired | (6,234,792) | 0 |
Acquired in-process research and development | 0 | (215,250) |
Net cash used in investing activities | (5,202,051) | (1,080,889) |
Financing activities | ||
Net proceeds from issuance of borrowings under credit agreement | 3,719,930 | 0 |
Net proceeds from issuance of Senior Secured Notes, due 2029 | 1,471,533 | 0 |
Proceeds from employee equity incentive and purchase plans | 117,111 | 34,339 |
Payment of employee withholding taxes related to share-based awards | (29,603) | (15,760) |
Payments for repurchase of Exchangeable Senior Notes, due 2021 | (218,812) | (356,188) |
Repayments of long-term debt | (843,028) | (25,040) |
Net proceeds from issuance of Exchangeable Senior Notes, due 2026 | 0 | 981,381 |
Net proceeds from revolving credit facility | 0 | 500,000 |
Share repurchases | 0 | (146,537) |
Repayments under revolving credit facility | 0 | (500,000) |
Net cash provided by financing activities | 4,217,131 | 472,195 |
Effect of exchange rates on cash and cash equivalents | (1,821) | (85) |
Net increase (decrease) in cash and cash equivalents | (385,989) | 104,598 |
Cash and cash equivalents, at beginning of period | 1,057,769 | 637,344 |
Cash and cash equivalents, at end of period | $ 671,780 | $ 741,942 |
The Company and Summary of Sign
The Company and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 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 whose purpose is to innovate to transform the lives of patients and their families. We are dedicated to developing life-changing medicines for people with serious diseases - often with limited or no therapeutic options. We have a diverse portfolio of marketed medicines and novel product candidates, from early- to late-stage development, in neuroscience and oncology. Within these therapeutic areas, we are identifying new options for patients by actively exploring small molecules and biologics, and through innovative delivery technologies and cannabinoid science. Our lead marketed products are: Neuroscience • 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 and approved by FDA in August 2021 for the treatment of adults with idiopathic hypersomnia and launched in the U.S. in November 2021; • 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; Jazz also markets Xyrem in Canada for the treatment of cataplexy in patients with narcolepsy; • Epidiolex® (cannabidiol) oral solution , a product approved by FDA and launched in the U.S. in 2018 by GW Pharmaceuticals plc, or GW, for the treatments of seizures associated with Lennox-Gastaut syndrome, Dravet syndrome, or tuberous sclerosis complex in patients one year of age or older; in Europe (where it is marketed as Epidyolex®) and other markets, it is approved for adjunctive treatment of seizures associated with Lennox-Gastaut syndrome or Dravet syndrome, in conjunction with clobazam, in patients 2 years of age and older and for adjunctive treatment of seizures associated with tuberous sclerosis complex in patients 2 years of age and older (note that the clobazam restriction is limited to EU and UK); • 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; and • Sativex® (nabiximols) oral solution , a product marketed in Europe as treatment for symptom improvement in adult patients with moderate to severe spasticity due to multiple sclerosis, or MS, who have not responded adequately to other anti-spasticity medication and who demonstrate clinically significant improvement in spasticity-related symptoms during an initial trial of therapy. Oncology • 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; i n Canada, Zepzelca was approved in September 2021 for the treatment of adults with Stage III or metastatic SCLC, who have progressed on or after platinum-containing therapy; • Rylaze™ (recombinant Erwinia asparaginase), a product approved by FDA in June 2021 and launched in the U.S. in July 2021 for use as a component of a multi-agent chemotherapeutic regimen for the treatment of acute lymphoblastic leukemia, or ALL, or lymphoblastic lymphoma, or LBL, in adults and pediatric patients who have developed hypersensitivity or silent inactivation to E. coli -derived asparaginase; • Vyxeos® (daunorubicin and cytarabine) liposome for injection , a product approved in the U.S., Europe, U.K., and Canada (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; and • 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 Internationally (where it is marketed as Defitelio® (defibrotide)) for the treatment of severe VOD in adults and children following HSCT therapy. In May 2021, we acquired GW with the objectives of broadening our neuroscience portfolio, further diversifying our revenue and driving sustainable, long-term value creation opportunities. The total consideration paid by us for the entire issued share capital of GW was $7.2 billion. The acquisition, which we refer to as the GW Acquisition, closed on May 5, 2021. For further information regarding the GW Acquisition, please see Note 2. Throughout this report, unless otherwise indicated or the context otherwise requires, all references to “Jazz Pharmaceuticals,” “the registrant,” "the Company", “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 and nine months ended September 30, 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, other than as described below. These condensed consolidated financial statements include the accounts of Jazz Pharmaceuticals plc and our subsidiaries, and intercompany transactions and balances have been eliminated. The results of operations of the acquired GW business, along with the estimated fair values of the assets acquired and liabilities assumed in the GW Acquisition, have been included in our condensed consolidated financial statements since the closing of the GW Acquisition on May 5, 2021. 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. Performance-Based Restricted Stock Unit Awards Performance-based restricted stock units, or PRSUs, awarded to employees vest upon the achievement of certain performance criteria at the end of a specified performance period, subject to a relative total shareholder return, or TSR, modifier. The estimated fair value of these PRSUs is based on a Monte Carlo simulation model. Compensation expense for PRSUs is recognized from the date the Company determines the performance criteria probable of being achieved to the date the award, or relevant portion of the award, is expected to vest. Cumulative adjustments are recorded on a quarterly basis to reflect subsequent changes to the estimated outcome of the performance criteria until the date results are determined. Inventories Inventories are valued at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method for all inventories. Our policy is to write down inventory that has become obsolete, inventory that has a cost basis in excess of its expected net realizable value and inventory in excess of expected requirements. The estimate of excess quantities is subjective and primarily dependent on our estimates of future demand for a particular product. If our estimate of future demand changes, we consider the impact on the reserve for excess inventory and adjust the reserve as required. Increases in the reserve are recorded as charges in cost of product sales. We capitalize inventory costs associated with our products prior to regulatory approval when, based on management's judgment, future commercialization is considered probable and the future economic benefit is expected to be realized; otherwise, such costs are expensed as research and development. The determination to capitalize inventory costs is based on various factors, including status and expectations of the regulatory approval process, any known safety or efficacy concerns, potential labeling restrictions, and any other impediments to obtaining regulatory approval. We had no pre-approval inventory on our condensed consolidated balance sheets as of September 30, 2021 or December 31, 2020. Our inventory production process for our cannabinoid products includes the cultivation of botanical raw material. Because of the duration of the cultivation process, a portion of our inventory will not be sold within one year. Consistent with the practice in other industries that cultivate botanical raw materials, all inventory is classified as a current asset. Derivative Instruments and Hedging Activities We record the fair value of derivative instruments as either assets or liabilities on the condensed consolidated balance sheets. Changes in the fair value of derivative instruments are recorded each period in current earnings or other comprehensive income (loss), depending on whether a derivative instrument is designated as part of a hedging transaction and, if it is, the type of hedging transaction. For a derivative to qualify as a hedge at inception and throughout the hedged period, we formally document the nature and relationships between the hedging instruments and hedged item. For derivatives formally designated as hedges, we assess both at inception and quarterly thereafter, whether the hedging derivatives are highly effective in offsetting changes in either the fair value or cash flows of the hedged item. Gains or losses on cash flow hedges are reclassified from other comprehensive income (loss) to earnings when the hedged transaction occurs. If we determine that a forecasted transaction is no longer probable of occurring, we discontinue hedge accounting and any related unrealized gain or loss on the derivative instrument is recognized in current earnings. We designate cross-currency interest rate swaps as fair value hedges to hedge foreign currency risks related to our borrowings denominated in currencies other than the U.S. dollar. Fair value hedge amounts included in the assessment of hedge effectiveness are recognized in foreign exchange gain (loss) within the condensed consolidated statements of income (loss), along with the offsetting gains and losses of the related hedged item. We have elected to exclude the total forward points or currency basis from the assessment of hedge effectiveness and account for them as excluded components. The initial fair value of the excluded component is amortized to foreign exchange gain (loss) and the difference between changes in fair value of the excluded component and the amount recorded in earnings is recorded in other comprehensive income (loss). Derivatives that are not designated and do not qualify as hedges are adjusted to fair value through current earnings. Variable Interest Entity In the nine months ended September 30, 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 and nine months ended September 30, 2021 and the protected cell’s assets and liabilities as of September 30, 2021 were immaterial. Significant Risks and Uncertainties We have implemented a comprehensive response strategy designed to manage the ongoing impact of the COVID-19 pandemic on our employees, patients and our business. The prolonged nature of the pandemic is negatively impacting our business in a limited and varied manner due to the emergence of the Delta variant and other variants with increased transmissibility, even in some cases in vaccinated people, limited access to health care provider offices and institutions and the willingness of patients or parents of patients to seek treatment. We expect that our business, financial condition, results of operations and growth prospects may continue to be negatively impacted by the pandemic on a limited basis that may vary depending on the context. With respect to our commercialization activities, while there continues to be some negative impact on demand, new patient starts and treatments for our products arising from the pandemic, primarily due to the inherent limitations of telemedicine and a reprioritization of healthcare resources toward COVID-19, we have seen improvements as healthcare systems have adapted to cope with the ongoing situation. However, for Epidiolex/Epidyolex, reports from the field indicate that COVID-19 and the lack of access to and limited availability of COVID-19 vaccines, especially for children under 12 years of age, have impacted the willingness of parents of pediatric patients to bring their children to a health care provider office, which can increase the risk of COVID exposure through contact with the healthcare system. We believe these dynamics have negatively impacted new patient starts in the U.S. and Europe. The extent of the impact on our ability to generate sales of 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 developments include continued spread of the Delta variant in the U.S. and other countries and the potential emergence of other SARS-CoV-2 variants that may prove especially contagious or virulent, 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 revenues at or near current levels, or that oxybate revenues will continue to grow. Our ability to maintain or increase oxybate revenues and realize the anticipated benefits from our investment in Xywav are subject to a number of risks and uncertainties including, without limitation, those related to the launch of Xywav for the treatment of idiopathic hypersomnia in adults and adoption in that indication; competition from the introduction of authorized generic and generic versions of sodium oxybate and new products for treatment of cataplexy and/or EDS in narcolepsy in the U.S. market and from other competitors; the current and potential impacts of the COVID-19 pandemic, including the current and expected future negative impact on demand for our products; increased pricing pressure from, changes in policies by, or restrictions on reimbursement imposed by, third party payors, including our ability to maintain adequate coverage and reimbursement for Xywav; increased rebates required to maintain access to our products; challenges to our intellectual property around Xyrem and/or Xywav, including pending antitrust and intellectual property litigation; and continued acceptance of Xyrem by physicians and patients and acceptance of Xywav by payors, 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 Epidiolex, Sunosi, Defitelio, Vyxeos, Rylaze 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: ongoing clinical research activity and related outcomes, obtaining regulatory approval of our late-stage product candidates; effectively commercializing our recently approved or acquired products such as Xywav, Epidiolex, Zepzelca, Rylaze and Sunosi; obtaining and maintaining adequate coverage and reimbursement for our products; contracting and rebates to pharmacy benefit managers that reduces our net revenue; increasing scrutiny of pharmaceutical product pricing and resulting changes in healthcare laws and policy; market acceptance; regulatory concerns with controlled substances generally and the potential for abuse; future legislation, DEA action or FDA action authorizing the sale, distribution, use, and insurance reimbursement of non-FDA approved cannabinoid products; delays or problems in the supply of our products, loss of single source suppliers or failure to comply with manufacturing regulations; delays or problems with third parties that are part of our manufacturing and supply chain; 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 success of the GW acquisition will depend, in part, on our ability to realize the anticipated benefits from successfully combining our and GW's historical businesses and the integration of our business practices and operations with GW's so that we can fully realize the anticipated benefits of the acquisition. The anticipated benefits to us of the GW Acquisition 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. 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 September 30, 2021, we had foreign exchange forward contracts with notional amounts totaling $407.7 million. As of September 30, 2021, the outstanding foreign exchange forward contracts had a net liability fair value of $9.3 million. As of September 30, 2021, we had a cross-currency interest rate swap contract with a notional amount of $502.0 million. This outstanding cross-currency interest rate swap contract had a net liability fair value of $20.0 million as of September 30, 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 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 September 30, 2021 and December 31, 2020, allowances on receivables were not material. As of September 30, 2021, three customers accounted for 77% of gross accounts receivable, Express Scripts Specialty Distribution Services, Inc. and its affiliates, or ESSDS, which accounted for 57% of gross accounts receivable, McKesson Corporation and affiliates, or McKesson, which accounted for 11% of gross accounts receivable, and Cardinal Health, Inc., or Cardinal, which accounted for 9% of gross accounts receivable. As of December 31, 2020, three customers accounted for 84% of gross accounts receivable, ESSDS, which accounted for 68% of gross accounts receivable, McKesson, which accounted for 12% of gross accounts receivable, and Cardinal, which accounted for 4% 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 our oxybate products, the API is manufactured for us by a single source supplier and the finished products are manufactured both by us in our facility in Athlone, Ireland and by our U.S.-based 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 eliminating the requirement to separate embedded conversion features from the host contract when the conversion features are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital. By removing the separation model, a convertible debt instrument will be reported as a single liability instrument with no separate accounting for embedded conversion features. This new standard also removes certain settlement conditions that are required for contracts to qualify for equity classification and eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. This new standard will be effective for us for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than the fiscal year beginning after December 15, 2020. We may elect to apply the amendments on a retrospective or modified retrospective basis. We are currently evaluating the method of adoption and overall impact of this standard on our consolidated financial statements. |
Business Combination
Business Combination | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Business Combination | Business Combination GW Acquisition On May 5, 2021, or the Closing Date, we acquired the entire issued share capital of GW. As a result, GW became an indirect wholly owned subsidiary of the Company. We acquired GW with the objective of broadening our neuroscience portfolio, further diversifying our revenue and driving sustainable, long-term value creation opportunities. GW was a global leader in discovering, developing, manufacturing and commercializing novel, regulatory approved therapeutics from its proprietary cannabinoid research platform to address a broad range of diseases. The aggregate consideration for the GW Acquisition was $7.2 billion as follows (all amounts in thousands except American Depositary Shares, or ADS, and per GW ADS amounts): GW ADS outstanding May 5, 2021 31,556,200 Cash consideration per GW ADS $ 200 Total cash consideration to GW ADS holders $ 6,311,240 Cash consideration to GW share option holders (inclusive of payroll taxes) 267,450 Total cash consideration 6,578,690 Equity consideration to GW ADS holders (1) 608,456 Consideration related to replacement share option pre-combination service 3,555 Total equity consideration 612,011 Total purchase consideration $ 7,190,701 ________________________ (1) 3.8 million ordinary shares were issued to GW ADS holders. The closing price of the ordinary shares on May 4, 2021 ($160.20) was used to determine the fair value of this equity consideration because the closing of the transaction on May 5, 2021 occurred prior to the opening of regular trading. In April 2021, we closed an offering of $1.5 billion in aggregate principal amount of 4.375% senior secured notes, due 2029, or the Secured Notes. In May 2021, we entered into a credit agreement, or the Credit Agreement, that provides for (i) a seven-year $3.1 billion term loan B facility, or the Dollar Term Loan, (ii) a seven-year €625.0 million term loan B facility, or the Euro Term Loan and, together with the Dollar Term Loan, collectively known as the Term Loan and (iii) a five-year $500.0 million revolving credit facility, or the Revolving Credit Facility. We financed the cash portion of the GW Acquisition consideration through a combination of cash on hand and borrowings under the Term Loan and the Secured Notes. For further information on the Term Loan and the Secured Notes, please see Note 9. The GW Acquisition was accounted for as a business combination using the acquisition method under which assets and liabilities of GW were recorded at their respective estimated fair values as of the Closing Date and added to the assets and liabilities of the Company, including an amount for goodwill representing the difference between the acquisition consideration and the estimated fair value of the identifiable net assets. The results of operations of GW and the estimated fair values of the assets acquired and liabilities assumed have been included in our condensed consolidated financial statements since the Closing Date. In the three and nine months ended September 30, 2021, we incurred $1.4 million and $85.4 million, respectively, in acquisition-related costs related to the GW Acquisition, which primarily consisted of banking, legal, accounting and valuation-related expenses. These expenses were recorded in selling, general and administrative expense in the accompanying condensed consolidated statements of income (loss). During the three and nine months ended September 30, 2021, our condensed consolidated statements of income (loss) included revenues of $166.5 million and $277.9 million, and a net loss of $158.1 million and $552.7 million, respectively, from the acquired GW business, as measured from the Closing Date. The fair values of assets acquired and liabilities assumed at the Closing Date are summarized below (in thousands): Estimated fair values of assets acquired and liabilities assumed Cash and cash equivalents $ 343,898 Accounts receivable 76,355 Inventory 1,206,290 Prepaid expenses and other current assets 72,758 Property, plant and equipment 154,407 Acquired developed technologies 5,480,000 In-process research and development 160,000 Total acquired identifiable intangible assets 5,640,000 Goodwill 947,831 Deferred tax liabilities, net (1,083,673) Accrued liabilities (131,971) Other assets/liabilities (35,194) Total purchase consideration $ 7,190,701 The fair value estimates for the assets acquired and liabilities assumed were based upon preliminary calculations, and our estimates and assumptions are subject to change as we obtain additional information for our estimates during the measurement period (up to one year from the Closing Date). Inventory Inventories acquired included raw materials, work in progress and finished goods. Inventories were recorded at their estimated fair values. The inventory was valued at estimated selling price less the estimated costs to be incurred to complete (in the case of work in progress) and sell the inventory, the associated margins on these activities and holding costs. A step-up in value of inventory of $1,062.6 million was recorded in connection with the GW Acquisition. The step-up expense will be recorded in cost of product sales on our condensed consolidated statements of income (loss) as the inventory is sold to customers from the Closing Date. Intangible assets The fair value of acquired intangible assets was $5,640.0 million. The intangible assets include acquired developed technologies, primarily related to Epidiolex, and in-process research and development, or IPR&D. The fair value of the Epidiolex acquired developed technology asset was determined by applying the income approach, which recognizes that the fair value of an asset is premised upon the expected receipt of future economic benefits such as earnings and cash inflows based on current sales projections and estimated direct costs, using a discount rate of 9.4% that reflects the return requirements of the market. This intangible asset is being amortized over an estimated useful life of 12 years. Acquired IPR&D relates to nabiximols, which is currently in Phase 3 clinical trials for the treatment of spasticity associated with multiple sclerosis and spinal cord injury. The fair value of acquired IPR&D was determined using the income approach, including the application of probability factors related to the likelihood of success of nabiximols reaching final development and commercialization. The fair value of acquired IPR&D was capitalized as of the Closing Date and is subsequently accounted for as an indefinite-lived intangible asset until completion or abandonment of the associated research and development efforts. Accordingly, during the development period after the Closing Date, this asset will not be amortized into earnings; instead, it will be subject to periodic impairment testing. Some of the more significant assumptions inherent in the development of intangible asset fair values include: the amount and timing of projected future cash flows (including revenue, cost of sales, research and development cost and sales and marketing expenses); probability of success; the discount rate selected to measure inherent risk of future cash flows; and the assessment of the asset’s life cycle and the competitive trends impacting the asset, among other factors. Deferred tax liabilities, net The net deferred tax liability relates to the difference between the book basis and tax basis of acquired intangible assets and inventory, partially offset by acquired net operating losses and temporary differences. Other tangible assets and liabilities Other tangible assets and liabilities were valued at their respective carrying amounts as management believes that these amounts approximated their acquisition-date fair values. Goodwill Goodwill represents the excess of the total purchase consideration over the estimated fair value of net assets acquired and was recorded in the consolidated balance sheet as of the Closing Date. The goodwill was primarily attributable to the establishment of the deferred tax liability for the acquired intangible assets and inventory. We do not expect any portion of this goodwill to be deductible for tax purposes. Pro Forma Financial Information (Unaudited) The following unaudited supplemental pro forma information presents the combined historical results of income (loss) of the Company and GW for the three and nine months ended September 30, 2021 and 2020, respectively, as if the GW Acquisition had been completed on January 1, 2020. The primary pro forma adjustments include: • The exclusion of acquisition-related and integration expenses of $30.5 million and $330.4 million in the three and nine months ended September 30, 2021 and related tax provision of $2.9 million and $24.7 million in each period, respectively. The inclusion of acquisition-related and integration expenses of $25.8 million and $373.5 million in the three and nine months ended September 30, 2020 and related tax benefit of $2.5 million and $29.3 million in each period, respectively. • No impact on the amortization expense in the three months ended September 30, 2021. An increase in amortization expense of $159.1 million in the nine months ended September 30, 2021 and related tax benefit of $30.2 million. An increase in amortization expense of $116.2 million and $348.5 million in the three and nine months ended September 30, 2020 and related tax benefit of $22.1 million and $66.2 million, in each period, respectively. • A decrease of $6.4 million and an increase of $80.1 million in cost of product sales in the three and nine months ended September 30, 2021 and related tax provision of $2.7 million and tax benefit of $12.0 million in each period, respectively. An increase in cost of product sales of $74.1 million and $222.2 million in the three and nine months ended September 30, 2020 and related tax benefit of $14.9 million and $44.7 million, in each period, respectively. • A decrease of $9.5 million and an increase of $65.2 million in interest expense in the three and nine months ended September 30, 2021 and related tax provision of $2.0 million and tax benefit of $14.6 million, in each period, respectively. An increase in interest expense of $64.5 million and $179.0 million in the three and nine months ended September 30, 2020 and related tax benefit of $14.0 million and $39.5 million, in each period, respectively. The increase in interest arose on additional borrowings made to partially fund the GW Acquisition as if the borrowings had occurred on January 1, 2020. The unaudited pro forma results do not assume any operating efficiencies as a result of the consolidation of operations and are as follows (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Total revenues $ 838,115 $ 737,941 $ 2,397,966 $ 2,077,033 Net loss $ (13,948) $ (91,077) $ (424,783) $ (867,236) |
Cash and Available-for-Sale Sec
Cash and Available-for-Sale Securities | 9 Months Ended |
Sep. 30, 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): September 30, 2021 Amortized Gross Gross Estimated Cash and Investments Cash $ 436,082 $ — $ — $ 436,082 $ 436,082 $ — Time deposits 130,000 — — 130,000 130,000 — Money market funds 105,697 — — 105,697 105,697 — Totals $ 671,780 $ — $ — $ 671,780 $ 671,780 $ — 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 comprised time deposits with original maturities of greater than three months and less than one year. Interest income from available-for-sale securities was $0.1 million and $1.7 million in the three and nine months ended September 30, 2021, respectively, and $2.1 million and $9.7 million in the three and nine months ended September 30, 2020, respectively. |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
Sep. 30, 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 September 30, 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): September 30, 2021 December 31, 2020 Quoted Significant Total Quoted Significant Total Assets: Available-for-sale securities: Money market funds $ 105,697 $ — $ 105,697 $ 255,652 $ — $ 255,652 Time deposits — 130,000 130,000 — 1,360,000 1,360,000 Foreign exchange forward contracts — 1,203 1,203 — 11,907 11,907 Totals $ 105,697 $ 131,203 $ 236,900 $ 255,652 $ 1,371,907 $ 1,627,559 Liabilities: Cross-currency interest rate contracts $ — $ 19,964 $ 19,964 $ — $ — $ — Foreign exchange forward contracts — 10,529 10,529 — 790 790 Interest rate contracts — — — — 2,835 2,835 Totals $ — $ 30,493 $ 30,493 $ — $ 3,625 $ 3,625 As of September 30, 2021, our available-for-sale securities included money market funds and time deposits and their carrying values were approximately equal to their fair values. Money market funds were measured using quoted prices in active markets, which represent Level 1 inputs and time deposits were measured at fair value using Level 2 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 cross-currency 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. The interest rate swap agreements matured in July 2021. There were no transfers between the different levels of the fair value hierarchy in 2021 or 2020. As of September 30, 2021, the carrying amount of investments measured using the measurement alternative for equity investments without a readily determinable fair value was $5.0 million. The carrying amount, which is recorded within other non-current assets, is based on the latest observable transaction price. As of September 30, 2021, the estimated fair values of our 1.50% exchangeable senior notes due 2024, or the 2024 Notes, and our 2.00% exchangeable senior notes due 2026, or the 2026 Notes, were approximately $583 million and $1.2 billion, respectively. The 2024 Notes and the 2026 Notes, together with the 1.875% exchangeable senior notes due 2021, or the 2021 Notes, that were repurchased on maturity on August 15, 2021, are collectively known as the Exchangeable Senior Notes. As of September 30, 2021, the estimated fair value of the Secured Notes, the Dollar Term Loan and the Euro Term Loan, were approximately $1.6 billion, $3.1 billion and $483 million , respectively. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 9 Months Ended |
Sep. 30, 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 foreign exchange rates primarily related to the translation of the Euro Term Loan and sterling and 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. In order to hedge our exposure to foreign currency exchange risk associated with our Euro Term Loan, we entered into a cross-currency interest rate swap contract in May 2021 with a maturity date of March 31, 2022. The terms of this contract convert the principal repayments and interest payments on the Euro Term Loan into U.S. dollars. As of September 30, 2021, the cross-currency interest rate swap had a notional amount of $502.0 million which is designated for accounting purposes as a fair value hedge. The carrying amount of the Euro Term Loan and the fair value of the cross-currency interest rate swap contract will be remeasured with changes in the euro to U.S. dollar foreign exchange rates recognized within foreign exchange gain (loss) in the condensed consolidated statements of income (loss). The impact on accumulated other comprehensive income (loss) and earnings from the cross-currency interest rate swap contract for the three and nine months ended September 30, 2021 was as follows (in thousands): Cross-Currency Interest Rate Contract: Three Months Ended Nine Months Ended Loss recognized in accumulated other comprehensive income (loss), net of tax $ — $ (375) Loss reclassified from accumulated other comprehensive income (loss) to foreign exchange gain (loss) 84 84 Loss recognized in foreign exchange gain (loss) (13,750) (26,115) During the next 12 months, we expect to reclassify $0.3 million of losses, net of tax, on the cross-currency interest rate contract recognized in accumulated other comprehensive income (loss) to foreign exchange gain (loss). We also 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 September 30, 2021 and December 31, 2020, the notional amount of foreign exchange contracts where hedge accounting is not applied was $407.7 million and $357.4 million, respectively. The foreign exchange gain (loss) in our condensed consolidated statements of income (loss) included the following gains (losses) associated with foreign exchange contracts not designated as hedging instruments (in thousands): Three Months Ended Nine Months Ended Foreign Exchange Forward Contracts: 2021 2020 2021 2020 Gain (loss) recognized in foreign exchange gain (loss) $ (8,231) $ 9,549 $ (18,264) $ 6,943 The cash flow effects of our derivative contracts for the nine months ended September 30, 2021 and 2020 are included within net cash provided by operating activities in the condensed consolidated statements of cash flows. 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. In May 2021, we repaid the term loan to which these interest rate swap agreements related, at which point the interest rate swap contracts were de-designated as cash flow hedges. The interest rate swap agreements matured in July 2021. The impact on accumulated other comprehensive income (loss) and earnings from interest rate swap contracts for the three and nine months ended September 30, 2021 and 2020 was as follows (in thousands): Three Months Ended Nine Months Ended Interest Rate Contracts: 2021 2020 2021 2020 Gain (loss) recognized in accumulated other comprehensive income (loss), net of tax $ — $ 9 $ (14) $ (4,515) Loss reclassified from accumulated other comprehensive income (loss) to interest expense, net of tax 153 1,160 2,482 2,228 The following tables summarize the fair value of outstanding derivatives (in thousands): September 30, 2021 Asset Derivatives Liability Derivatives Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivatives designated as hedging instruments: Cross-currency interest rate contracts Other current assets $ — Accrued liabilities $ 19,964 Derivatives not designated as hedging instruments: Foreign exchange forward contracts Other current assets 1,203 Accrued liabilities 10,529 Total fair value of derivative instruments $ 1,203 $ 30,493 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): September 30, 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 $ 1,203 $ — $ 1,203 $ (1,203) $ — $ — Derivative liabilities (30,493) — (30,493) 1,203 — (29,290) 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 | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consisted of the following (in thousands): September 30, December 31, Raw materials $ 25,084 $ 16,003 Work in process 1,055,931 45,758 Finished goods 56,836 33,635 Total inventories $ 1,137,851 $ 95,396 As of September 30, 2021, inventories included $884.0 million related to the purchase accounting inventory fair value step-up on inventory acquired in the GW Acquisition. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 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 Goodwill arising from the GW Acquisition 947,831 Foreign exchange (56,587) Balance at September 30, 2021 $ 1,849,547 The gross carrying amounts and net book values of our intangible assets were as follows (in thousands): September 30, 2021 December 31, 2020 Remaining Gross Accumulated Net Book Gross Accumulated Net Book Acquired developed technologies 11.6 $ 8,176,060 $ (1,048,200) $ 7,127,860 $ 3,379,162 $ (1,184,111) $ 2,195,051 Manufacturing contracts — 12,394 (12,394) — 13,135 (13,135) — Trademarks — 2,899 (2,899) — 2,917 (2,917) — Total finite-lived intangible assets 8,191,353 (1,063,493) 7,127,860 3,395,214 (1,200,163) 2,195,051 Acquired IPR&D assets 154,719 — 154,719 — — — Total intangible assets $ 8,346,072 $ (1,063,493) $ 7,282,579 $ 3,395,214 $ (1,200,163) $ 2,195,051 The increase in the gross carrying amount of intangible assets as of September 30, 2021 compared to December 31, 2020 primarily reflects the intangible assets arising from the GW Acquisition, as described in Note 2, partially offset by the de-recognition of the fully amortized Erwinaze intangible assets and the negative impact of foreign currency translation adjustments due to the weakening of sterling and 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 September 30, 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) $ 156,233 2022 624,931 2023 624,931 2024 624,931 2025 624,931 Thereafter 4,471,903 Total $ 7,127,860 |
Certain Balance Sheet Items
Certain Balance Sheet Items | 9 Months Ended |
Sep. 30, 2021 | |
Certain Balance Sheet Items [Abstract] | |
Certain Balance Sheet Items | Certain Balance Sheet Items Property, plant and equipment consisted of the following (in thousands): September 30, December 31, Construction-in-progress $ 83,549 $ 7,262 Manufacturing equipment and machinery 65,713 33,465 Land and buildings 65,385 47,555 Leasehold improvements 63,912 54,113 Computer software 25,817 22,781 Computer equipment 16,390 18,749 Furniture and fixtures 12,836 11,598 Subtotal 333,602 195,523 Less accumulated depreciation and amortization (78,596) (67,588) Property, plant and equipment, net $ 255,006 $ 127,935 Other current assets consisted of the following (in thousands): September 30, December 31, Deferred charge for taxes on intercompany profit $ 183,833 $ 114,234 Other 41,265 38,257 Total other current assets $ 225,098 $ 152,491 Accrued liabilities consisted of the following (in thousands): September 30, December 31, Rebates and other sales deductions $ 207,793 $ 127,534 Employee compensation and benefits 160,581 102,601 Accrued interest 35,102 5,722 Derivative instrument liabilities 30,493 3,625 Clinical trial accruals 24,731 9,108 Accrued royalties 19,077 15,230 Selling and marketing accruals 18,372 6,742 Current portion of lease liabilities 17,045 14,457 Consulting and professional services 16,424 6,660 Sales return reserve 11,768 18,368 Inventory-related accruals 8,553 9,809 Accrued construction-in-progress 5,031 1,119 Other 48,745 31,757 Total accrued liabilities $ 603,715 $ 352,732 |
Debt
Debt | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table summarizes the carrying amount of our indebtedness (in thousands): September 30, December 31, 2021 Notes $ — $ 218,812 Unamortized discount and debt issuance costs on 2021 Notes — (5,883) 2021 Notes, net — 212,929 2024 Notes 575,000 575,000 Unamortized discount and debt issuance costs on 2024 Notes (77,459) (95,275) 2024 Notes, net 497,541 479,725 2026 Notes 1,000,000 1,000,000 Unamortized discount and debt issuance costs on 2026 Notes (158,222) (179,518) 2026 Notes, net 841,778 820,482 Secured Notes 1,472,909 — Term Loan 3,466,059 581,702 Total debt 6,278,287 2,094,838 Less current portion 31,000 246,322 Total long-term debt $ 6,247,287 $ 1,848,516 Credit Agreement On May 5, 2021, the Company, Jazz Financing Lux S.à.r.l., or Jazz Lux, and certain of our other subsidiaries, as borrowers, (collectively with the Company and Jazz Lux, the “Borrowers”), entered into the Credit Agreement, that provides for (i) the Dollar Term Loan which was drawn by Jazz Lux on the Closing Date in U.S. dollars (ii) the Euro Term Loan which was drawn by Jazz Lux on the Closing Date in Euros and (iii) the Revolving Credit Facility, which is available to be drawn by any Borrower in U.S. dollars. We used the proceeds from the Term Loan (i) to repay in full $575.9 million under that certain credit agreement, dated as of June 18, 2015 (as amended) among the Company, and certain of our other subsidiaries as borrowers, the lenders party thereto and Bank of America, N.A., as administrative agent and collateral agent, or the Existing Credit Agreement, (ii) to fund, in part, the cash consideration payable in connection with the GW Acquisition and (iii) to pay related fees and expenses. Upon the repayment in full of loans under the Existing Credit Agreement, it was terminated and all guarantees and liens thereunder were released. Loans under the Term Loan and Revolving Credit Facility bear interest at a rate equal to (A) in the case of the Dollar Term Loan and the Revolving Credit Facility, at the applicable Borrower’s option, either (a) London Inter-Bank Offered Rate, or LIBOR or (b) the prime lending rate and (B) in the case of the Euro Term Loan, Euro Inter-Bank Offered Rate, or EURIBOR, in each case, plus an applicable margin. The applicable margin for the Term Loan is 3.50% (in the case of LIBOR or EURIBOR borrowings) and 2.50% (in the case of borrowings at the prime lending rate). The applicable margin for the Revolving Credit Facility ranges from 3.25% to 2.75% (in the case of LIBOR borrowings) and 2.25% to 1.75% (in the case of borrowings at the prime lending rate), depending on our first lien secured net leverage ratio level. The Dollar Term Loan is subject to a LIBOR floor of 0.50%, the Euro Term Loan and loans under the Revolving Credit Facility are not subject to a EURIBOR or LIBOR (as applicable) floor. The Revolving Credit Facility has a commitment fee payable on the undrawn amount ranging from 0.50% to 0.40% per annum based upon our first lien secured net leverage ratio. As of September 30, 2021, the interest rate and effective interest rate on the Dollar Term Loan were 4.00% and 4.55%, respectively. The interest rate and effective interest rate on the Euro Term Loan were 4.34% and 4.93%, respectively. As of September 30, 2021, we had an undrawn Revolving Credit Facility totaling $500.0 million. The Borrowers’ obligations under the Credit Agreement and any hedging or cash management obligations entered into with any lender thereunder are guaranteed by the Company, the other borrowers, and each of the Company’s other existing or subsequently acquired or organized direct and indirect subsidiaries (subject to certain exceptions), or the Guarantors. We refer to the Borrowers and the Guarantors collectively as the “Loan Parties.” The Loan Parties’ obligations under the Credit Agreement are secured, subject to customary permitted liens and other exceptions, by a security interest in (a) all tangible and intangible assets of the Loan Parties, except for certain excluded assets, and (b) all of the equity interests of the subsidiaries of the Loan Parties held by the Loan Parties. We may make voluntary prepayments at any time without payment of a premium or penalty, subject to certain exceptions, and are required to make certain mandatory prepayments of outstanding indebtedness under the Credit Agreement in certain circumstances. Principal repayments of the Dollar Term Loan, which are due quarterly, began in September 2021 and are equal to 1.0% per annum of the original principal amount of $3.1 billion with any remaining balance payable on the maturity date. The Euro Term Loan does not have any mandatory principal repayments during its term, however in September 2021, we made a voluntary prepayment of €208.3 million or $251.0 million . The Credit Agreement contains customary representations and warranties and customary affirmative and negative covenants applicable to the Company and its restricted subsidiaries, including, among other things, restrictions on indebtedness, liens, investments, mergers, dispositions, prepayment of junior indebtedness and dividends and other distributions. The Credit Agreement contains financial covenants that require the Company and its restricted subsidiaries to (a) not exceed a maximum first lien secured net leverage ratio and (b) not fall below a minimum interest coverage ratio, provided that such covenants apply only to the Revolving Credit Facility and are applicable only if amounts are drawn (or non-cash collateralized letters of credit in excess of $50 million are outstanding) under the Revolving Credit Facility. The Credit Agreement also contains customary events of default relating to, among other things, failure to make payments, breach of covenants and breach of representations. 2029 Senior Secured Notes On April 29, 2021, Jazz Securities Designated Activity Company, or Jazz Securities, a direct wholly owned subsidiary of the Company, closed the offering of the Secured Notes in a private placement. We used the proceeds from the Secured Notes to fund, in part, the cash consideration payable in connection with the GW Acquisition. Interest on the Secured Notes is payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2022, at a rate of 4.375% per year. The Secured Notes mature on January 15, 2029. The Secured Notes are jointly and severally guaranteed by the Company and each of its restricted subsidiaries, other than Jazz Securities, that is a borrower, or a guarantor, under the Credit Agreement. The Secured Notes and related guarantees are secured by a first priority lien (subject to permitted liens and certain other exceptions), equally and ratably with the Credit Agreement, on the collateral securing the Credit Agreement. Except as described below, the Secured Notes may not be optionally redeemed before July 15, 2024. Thereafter, some or all of the Secured Notes, may be redeemed at any time and from time to time at a specified redemption prices, plus accrued and unpaid interest, if any, to, but excluding, to the redemption date. Jazz Securities may redeem all but not part of the Secured Notes at its option at any time in connection with certain tax-related events and may redeem some or all of the Secured Notes at any time and from time to time prior to July 15, 2024 at a price equal to 100% of the principal amount of the Secured Notes to be redeemed plus a “make whole” premium, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, Jazz Securities may redeem up to 40% of the aggregate principal amount of the Secured Notes at any time and from time to time prior to July 15, 2024, with the net proceeds of certain equity offerings at a price of 104.375% of the principal amount of such Secured Notes, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, during each of the three consecutive twelve-month periods commencing on the issue date of the Secured Notes, Jazz Securities may redeem up to 10% of the original aggregate initial principal amount of the Secured Notes at a redemption price of 103% of the principal amount of such Secured Notes, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. If Jazz undergoes a change of control, Jazz Securities will be required to make an offer to purchase all of the Secured Notes at a purchase price in cash equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the date of repurchase, subject to certain exceptions. The indenture governing the Secured Notes contains customary affirmative covenants and negative covenants applicable to the Company and its restricted subsidiaries, including, among other things, restrictions on indebtedness, liens, investments, mergers, dispositions, prepayment of junior indebtedness and dividends and other distributions. If Jazz Securities or the Company’s restricted subsidiaries engage in certain asset sales, Jazz Securities will be required under certain circumstances to make an offer to purchase the Secured Notes at 100% of the principal amount, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date. As of September 30, 2021, the interest rate and effective interest rate on the Secured Notes were 4.375% and 4.64%, respectively. Exchangeable Senior Notes The Exchangeable Senior Notes were issued by Jazz Investments I Limited, or the Issuer, a 100%-owned finance subsidiary of the Company. The remaining outstanding Exchangeable Senior Notes are senior unsecured obligations of the Issuer and are fully and unconditionally guaranteed on a senior unsecured basis by the Company. No subsidiary of the Company 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 the Company to obtain funds from the Issuer or the Company’s other subsidiaries by dividend or loan, or any legal or economic restrictions on the ability of the Issuer or the Company’s other subsidiaries to transfer funds to the Company in the form of cash dividends, loans or advances. There is no assurance that in the future such restrictions will not be adopted. On August 15, 2021, the maturity date, we repurchased the remaining $218.8 million aggregate principal amount of the 2021 Notes. As of September 30, 2021, the carrying values of the equity component of the 2024 Notes and the 2026 Notes, net of equity issuance costs, were $149.8 million and $176.3 million, respectively. Maturities Scheduled maturities with respect to our long-term debt principal balances outstanding as of September 30, 2021 were as follows (in thousands): Year Ending December 31, Scheduled Long-Term Debt Maturities 2021 (remainder) $ 7,750 2022 31,000 2023 31,000 2024 606,000 2025 31,000 Thereafter 5,942,958 Total $ 6,649,708 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Leases | Leases The components of the lease expense for the three and nine months ended September 30, 2021 and 2020 were as follows (in thousands): Three Months Ended Nine Months Ended Lease Cost 2021 2020 2021 2020 Operating lease cost $ 6,632 $ 5,501 $ 18,782 $ 16,201 Short-term lease cost 1,712 943 4,566 2,704 Sublease income — — — (224) Finance Lease Cost Amortization of leased asset 193 — 201 — Interest on lease liabilities 114 — 185 — Net lease cost $ 8,651 $ 6,444 $ 23,734 $ 18,681 Supplemental balance sheet information related to operating and finance leases were as follows (in thousands): Leases Classification September 30, December 31, Assets Operating lease assets Operating lease assets $ 89,628 $ 129,169 Finance lease assets Property, plant and equipment 5,853 — Total lease assets $ 95,481 $ 129,169 Liabilities Current Operating lease liabilities Accrued liabilities $ 16,643 $ 14,457 Finance lease liabilities Accrued liabilities 402 — Non-current Operating lease liabilities Operating lease liabilities, less current portion 89,359 140,035 Finance lease liabilities Other non-current liabilities 6,360 — Total lease liabilities $ 112,764 $ 154,492 Lease Term and Discount Rate September 30, December 31, Weighted-average remaining lease term (years) Operating leases 6.7 8.7 Finance leases 13.1 — Weighted-average discount rate Operating leases 5.2 % 5.3 % Finance leases 7.4 % — % Supplemental cash flow information related to operating and finance leases were as follows (in thousands): Nine Months Ended 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 19,707 $ 11,404 Operating cash outflows from finance leases 433 — Financing cash outflows from finance leases 211 — Non-cash operating activities: Operating lease assets obtained in exchange for new operating lease liabilities $ 7,703 $ 533 Finance lease assets obtained in exchange for new finance lease liabilities 650 — De-recognition of operating lease asset on lease assignment 56,968 — De-recognition of operating lease liability on lease assignment 68,064 — Maturities of operating and finance lease liabilities were as follows (in thousands): Year Ending December 31, Operating Leases Finance Leases 2021 (remainder) $ 4,059 $ 250 2022 20,777 873 2023 19,941 870 2024 20,892 870 2025 14,559 870 Thereafter 47,278 6,967 Total lease payments 127,506 10,700 Less imputed interest (21,504) (3,938) Present value of lease liabilities $ 106,002 $ 6,762 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 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 September 30, 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 September 30, 2021, we had $65.7 million of noncancelable purchase commitments due within one year, primarily related to agreements with third party manufacturers. Legal Proceedings We are involved in legal proceedings, including the following matters: Xyrem Class Action From June 2020 to October 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 generic drug manufacturers who had filed Abbreviated New Drug Applications, or 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. In December 2020, the above 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 United States District Court for the Northern District of California 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 August 13, 2021, the United States District Court for the Northern District of California granted in part and denied in part the Company Defendants motion to dismiss the complaints in the cases referenced above. On October 8, 2021, Humana Inc. filed a lawsuit in the United States District Court for the Northern District of California against the Company Defendants, Hikma Pharmaceuticals plc, Hikma Pharmaceuticals USA Inc., Hikma Labs, Inc., Eurohealth (USA), Inc., Amneal Pharmaceuticals LLC, Par Pharmaceutical, Inc., Lupin Ltd., Lupin Pharmaceuticals, Inc., and Lupin Inc, raising similar allegations, or the Humana Lawsuit. On October 8, 2021, Molina Healthcare Inc. filed a lawsuit in the United States District Court for the Northern District of California against the Company Defendants, Hikma Pharmaceuticals plc, Hikma Pharmaceuticals USA Inc., Hikma Labs, Inc., Eurohealth (USA), Inc., Amneal Pharmaceuticals LLC, Par Pharmaceutical, Inc., Lupin Ltd., Lupin Pharmaceuticals, Inc., and Lupin Inc, raising similar allegations, or the Molina 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. GW Acquisition Litigation 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. On May 27, 2021, a class action lawsuit was filed in the United States District Court for the Southern District of California by plaintiff Kurt Ziegler against GW and its former Directors asserting claims under Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, referred to as the Ziegler Lawsuit. The allegations in the Ziegler Lawsuit are similar to those in the previously dismissed Transaction Litigation. Patent Infringement Litigation Avadel Patent Litigation On May 13, 2021, we filed a patent infringement suit against Avadel Pharmaceuticals plc, or Avadel, and several of its corporate affiliates in the United States District Court for the District of Delaware. The suit alleges that Avadel’s product candidate FT-218 will infringe five of our patents related to controlled release formulations of oxybate and the safe and effective distribution of oxybate. The suit seeks an injunction to prevent Avadel from launching a product that would infringe these patents, and an award of monetary damages if Avadel does launch an infringing product. Avadel filed an answer to the complaint and counterclaims asserting that the patents are invalid or not enforceable, and that its product, if approved, will not infringe our patents. On August 4, 2021, we filed an additional patent infringement suit against Avadel in the United States District Court for the District of Delaware. The second suit alleges that Avadel’s product candidate FT-218 will infringe a newly-issued patent related to sustained-release formulations of oxybate. The suit seeks an injunction to prevent Avadel from launching a product that would infringe this patent, and an award of monetary damages if Avadel does launch an infringing product. Avadel filed an answer to the complaint and counterclaims asserting that the patents are invalid or not enforceable, and that its product, if approved, will not infringe our patent s. Canopy Patent Litigation In December 2020, Canopy Growth Corporation filed a complaint against our subsidiary, GW, in the United States District Court for the Western District of Texas, alleging infringement of its patent, U.S. Patent No. 10,870,632. Canopy claims that our extraction process used to produce material used to produce Epidiolex infringes its patent. Canopy seeks a judgment that we have infringed their patent and an award of monetary damages. On July 28, 2021, we filed an answer to the amended complaint, and counterclaims seeking judgment that the ‘632 patent is invalid and that we have not infringed the patent. In October 2021, the United States District Court for the Western District of Texas held a claim construction hearing regarding the disputed terms of the ‘632 patent. Lupin Patent Litigation In June 2021, we received notice from Lupin Inc., or Lupin, that it has filed with FDA an ANDA, for a generic version of Xywav. The notice from Lupin included a “paragraph IV certification” with respect to ten of our patents listed in FDA’s Orange Book for Xywav on the date of our receipt of the notice. The asserted patents relate generally to the composition and method of use of Xywav, and methods of treatment when Xywav is administered concomitantly with certain other medications. A paragraph IV certification is a certification by a generic applicant that alleges that patents covering the branded product are invalid, unenforceable, and/or will not be infringed by the manufacture, use or sale of the generic product. In July 2021, we filed a patent infringement suit against Lupin in the United States District Court for the District of New Jersey. The complaint alleges that by filing its ANDA, Lupin has infringed ten of our Orange Book listed patents. We are seeking a permanent injunction to prevent Lupin from introducing a generic version of Xywav that would infringe our patents. As a result of this lawsuit, we expect that a stay of approval of up to 30 months will be imposed by FDA on Lupin's ANDA. In June 2021, FDA recognized seven years of Orphan Drug Exclusivity for Xywav through July 21, 2027. On October 4, 2021, Lupin filed an answer to the complaint and counterclaims asserting that the patents are invalid or not enforceable, and that its product, if approved, will not infringe our patents. Otsuka Patent Litigation In October 2021, Otsuka Pharmaceutical Co., Ltd., or Otsuka, filed claims against GW Pharma Limited and GW Pharmaceuticals Limited, or collectively, the GW Parties, in the English High Court, Patents Court. Otsuka alleges that under a now-expired Research Collaboration and License Agreement between Otsuka and the GW Parties, Otsuka and the GW Parties jointly own certain patents and other intellectual property, that Epidiolex is covered by that intellectual property, and that Otsuka is therefore due a royalty on net sales of Epidiolex. The Company vigorously enforces its intellectual property rights, but cannot predict the outcome of these matters. 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 | 9 Months Ended |
Sep. 30, 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 September 30, 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 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 and nine months ended September 30, 2021, we did not repurchase any of our ordinary shares under the share repurchase program. As of September 30, 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 September 30, 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 (389) (265,342) (265,731) Amounts reclassified from accumulated other comprehensive loss 2,566 — 2,566 Other comprehensive income (loss), net 2,177 (265,342) (263,165) Balance at September 30, 2021 $ (290) $ (397,227) $ (397,517) During the nine months ended September 30, 2021, other comprehensive loss primarily reflects foreign currency translation adjustments, primarily due to the weakening of the sterling and the euro against the U.S. dollar. |
Net Income (Loss) per Ordinary
Net Income (Loss) per Ordinary Share | 9 Months Ended |
Sep. 30, 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 Nine Months Ended 2021 2020 2021 2020 Numerator: Net income (loss) $ (52,833) $ 148,234 $ (294,317) $ 105,202 Denominator: Weighted-average ordinary shares used in per share calculations - basic 61,284 55,545 59,084 55,637 Dilutive effect of employee equity incentive and purchase plans — 691 — 660 Weighted-average ordinary shares used in per share calculations - diluted 61,284 56,236 59,084 56,297 Net income (loss) per ordinary share: Basic $ (0.86) $ 2.67 $ (4.98) $ 1.89 Diluted $ (0.86) $ 2.64 $ (4.98) $ 1.87 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 and PRSUs, 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 average price of our ordinary shares during the three months ended September 30, 2021 did not exceed the effective exchange price per ordinary share of the Exchangeable Senior Notes. The average price of our ordinary shares for the nine months ended September 30, 2021 exceeded the effective exchange price per ordinary share of the 2026 Notes. However, the potential ordinary shares issuable upon exchange were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive. The average price of our ordinary shares during the nine months ended September 30, 2021 did not exceed the effective exchange price per ordinary share of the 2021 Notes and 2024 Notes. The potential issue of ordinary shares issuable upon exchange of the Exchangeable Senior Notes had no effect on diluted net income (loss) for the three and nine months ended September 30, 2020 as the average price of our ordinary shares during those periods did not exceed the effective exchange price 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 Nine Months Ended 2021 2020 2021 2020 Exchangeable Senior Notes 9,579 10,192 9,952 7,390 Employee equity incentive and purchase plans 4,302 5,023 3,375 5,325 |
Revenues
Revenues | 9 Months Ended |
Sep. 30, 2021 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Revenues The following table presents a summary of total revenues (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Xyrem $ 307,333 $ 447,809 $ 977,065 $ 1,302,492 Xywav 153,063 — 352,643 — Total Oxybate 460,396 447,809 1,329,708 1,302,492 Epidiolex/Epidyolex 160,378 — 269,859 — Sunosi 19,251 9,116 42,981 19,618 Sativex 6,097 — 8,058 — Total Neuroscience 646,122 456,925 1,650,606 1,322,110 Zepzelca 71,714 36,941 181,972 36,941 Vyxeos 34,688 30,825 99,296 90,113 Defitelio/defibrotide 57,705 50,241 155,420 140,387 Rylaze 20,674 — 20,674 — Erwinaze/Erwinase — 20,145 69,382 90,560 Total Oncology 184,781 138,152 526,744 358,001 Other 3,344 1,872 8,768 5,246 Product sales, net 834,247 596,949 2,186,118 1,685,357 Royalties and contract revenues 3,868 3,939 11,389 12,693 Total revenues $ 838,115 $ 600,888 $ 2,197,507 $ 1,698,050 The following table presents a summary of total revenues attributed to geographic sources (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 United States $ 757,227 $ 547,715 $ 1,996,419 $ 1,540,906 Europe 70,730 45,778 164,540 125,229 All other 10,158 7,395 36,548 31,914 Total revenues $ 838,115 $ 600,888 $ 2,197,507 $ 1,698,050 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 Nine Months Ended 2021 2020 2021 2020 ESSDS 57 % 74 % 62 % 77 % McKesson 11 % 10 % 12 % 11 % 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 September 30, 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 $0.7 million and $2.1 million during the three and nine months ended September 30, 2021, respectively, 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 nine months ended September 30, 2021 (in thousands): Contract Liabilities Balance as of December 31, 2020 $ 4,861 Additions 484 Amount recognized within royalties and contract revenues (2,092) Balance as of September 30, 2021 $ 3,253 |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | Share-Based Compensation Share-based compensation expense related to share options, RSUs, PRSUs and grants under our ESPP was as follows (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Selling, general and administrative $ 39,117 $ 20,974 $ 97,296 $ 62,590 Research and development 11,866 7,463 31,749 21,511 Cost of product sales 2,256 1,919 6,842 5,513 Total share-based compensation expense, pre-tax 53,239 30,356 135,887 89,614 Income tax benefit from share-based compensation expense (10,567) (3,678) (25,528) (10,106) Total share-based compensation expense, net of tax $ 42,672 $ 26,678 $ 110,359 $ 79,508 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 Nine Months Ended 2021 2020 2021 2020 Shares underlying options granted (in thousands) — 159 110 803 Grant date fair value $ — $ 37.75 $ 51.39 $ 34.43 Black-Scholes option pricing model assumption information: Volatility — % 36 % 37 % 33 % Expected term (years) — 4.6 4.5 4.6 Range of risk-free rates — % 0.2-0.3% 0.4-0.8% 0.2-1.6% Expected dividend yield — % — % — % — % Nominal Strike Price Options During the second quarter of 2021, we issued nominal strike price share options to replace certain unvested GW awards in connection with the GW Acquisition. The table below shows the number of nominal strike price options granted covering an equal number of our ordinary shares and the weighted-average grant date fair value: Nine Months Ended Nominal strike price share options granted (in thousands) 124 Grant date fair value $ 170.82 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 Nine Months Ended 2021 2020 2021 2020 RSUs granted (in thousands) 75 160 1,707 1,248 Grant date fair value $ 161.91 $ 123.79 $ 169.69 $ 114.80 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. Performance-Based Restricted Stock Units In May 2021, the Compensation & Management Development Committee of our board of directors approved awards of PRSUs to certain employees of the Company, subject to vesting on the achievement of certain commercial and pipeline performance criteria to be assessed over a performance period from the date of the grant to December 31, 2023. Following the determination of the Company’s achievement with respect to the performance criteria, the amount of shares awarded will be subject to adjustment based on the application of a relative TSR modifier. The number of shares that may be earned ranges between 0% and 200% of the target number of PRSUs granted based on the degree of achievement of the applicable performance metric and the application of the relative TSR modifier. The table below shows the number of PRSUs granted covering an equal number of our ordinary shares and the weighted-average grant date fair value of PRSUs granted: Nine Months Ended PRSUs granted (in thousands) 224 Grant date fair value $ 190.81 As the PRSUs granted in May 2021 are subject to a market condition, the grant date fair value for such PRSUs was based on a Monte Carlo simulation model. The Company evaluated the performance targets in the context of its current long-range financial plan and its product candidate development pipeline and determined that attainment of each performance metric was probable at the target level of 100% as of September 30, 2021. As of September 30, 2021, compensation cost not yet recognized related to unvested share options, RSUs and PRSUs was $47.9 million, $269.1 million and $27.2 million, respectively, which is expected to be recognized over a weighted-average period of 1.8 years, 2.7 years and 2.3 years, respectively. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Our income tax benefit was $18.1 million and our income tax provision was $228.6 million in the three and nine months ended September 30, 2021, respectively, compared to our income tax provision of $19.3 million and $22.8 million, respectively for the same periods in 2020. Our income tax provision for the nine months ended September 30, 2021 included an expense of $250.6 million arising on the remeasurement of our U.K. net deferred tax liability, which arose primarily in relation to the GW Acquisition, due to a change in the statutory tax rate in the U.K. following enactment of the U.K. Finance Act 2021. Excluding this impact, the increase in benefit for income taxes in the three and nine months ended September 30, 2021 compared to the same periods in 2020 resulted primarily from the mix of pre-tax income and losses incurred across tax jurisdictions and excess tax benefits recognized on share-based compensation. The income tax provision for the three months ended September 30, 2020 included the impact of the disallowance of certain interest deductions and provision for the settlement reached with the French tax authorities. The income tax provision for the nine months ended September 30, 2020 included the impact of the defibrotide acquired IPR&D asset impairment charge and the impact of the acquired IPR&D expense related to the Pharma Mar, S.A. transaction, partially offset by the impact of the disallowance of certain interest deductions and provision for the settlement reached with the French tax authorities. 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 liability is primarily related to acquired intangible assets, and is net of deferred tax assets related to U.S. federal and state tax credits, U.S. federal and state and foreign net operating loss carryforwards and other temporary differences. 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, the U.S. (both at the federal level and in various state jurisdictions) and the U.K. In 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. In the U.K. we are no longer subject to income tax audits by taxing authorities for the years prior to 2017. During the nine months ended September 30, 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 Company paid incremental taxes, interest and penalties of $19.7 million during the nine months ended September 30, 2021 to close the audit for all periods under examination. 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. |
The Company and Summary of Si_2
The Company and Summary of Significant Accounting Policies - (Policies) | 9 Months Ended |
Sep. 30, 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 and nine months ended September 30, 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, other than as described below. These condensed consolidated financial statements include the accounts of Jazz Pharmaceuticals plc and our subsidiaries, and intercompany transactions and balances have been eliminated. The results of operations of the acquired GW business, along with the estimated fair values of the assets acquired and liabilities assumed in the GW Acquisition, have been included in our condensed consolidated financial statements since the closing of the GW Acquisition on May 5, 2021. 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 eliminating the requirement to separate embedded conversion features from the host contract when the conversion features are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital. By removing the separation model, a convertible debt instrument will be reported as a single liability instrument with no separate accounting for embedded conversion features. This new standard also removes certain settlement conditions that are required for contracts to qualify for equity classification and eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. This new standard will be effective for us for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than the fiscal year beginning after December 15, 2020. We may elect to apply the amendments on a retrospective or modified retrospective basis. We are currently evaluating the method of adoption and overall impact of this standard on our consolidated financial statements. |
Performance-Based Restricted Stock Unit Awards | Performance-Based Restricted Stock Unit Awards Performance-based restricted stock units, or PRSUs, awarded to employees vest upon the achievement of certain performance criteria at the end of a specified performance period, subject to a relative total shareholder return, or TSR, modifier. The estimated fair value of these PRSUs is based on a Monte Carlo simulation model. Compensation expense for PRSUs is recognized from the date the Company determines the performance criteria probable of being achieved to the date the award, or relevant portion of the award, is expected to vest. Cumulative adjustments are recorded on a quarterly basis to reflect subsequent changes to the estimated outcome of the performance criteria until the date results are determined. |
Inventories | Inventories Inventories are valued at the lower of cost or net realizable value. Cost is determined using the first-in, first-out method for all inventories. Our policy is to write down inventory that has become obsolete, inventory that has a cost basis in excess of its expected net realizable value and inventory in excess of expected requirements. The estimate of excess quantities is subjective and primarily dependent on our estimates of future demand for a particular product. If our estimate of future demand changes, we consider the impact on the reserve for excess inventory and adjust the reserve as required. Increases in the reserve are recorded as charges in cost of product sales. We capitalize inventory costs associated with our products prior to regulatory approval when, based on management's judgment, future commercialization is considered probable and the future economic benefit is expected to be realized; otherwise, such costs are expensed as research and development. The determination to capitalize inventory costs is based on various factors, including status and expectations of the regulatory approval process, any known safety or efficacy concerns, potential labeling restrictions, and any other impediments to obtaining regulatory approval. We had no pre-approval inventory on our condensed consolidated balance sheets as of September 30, 2021 or December 31, 2020. Our inventory production process for our cannabinoid products includes the cultivation of botanical raw material. Because of the duration of the cultivation process, a portion of our inventory will not be sold within one year. Consistent with the practice in other industries that cultivate botanical raw materials, all inventory is classified as a current asset. |
Derivative Instruments and Hedging Activities | Derivative Instruments and Hedging Activities We record the fair value of derivative instruments as either assets or liabilities on the condensed consolidated balance sheets. Changes in the fair value of derivative instruments are recorded each period in current earnings or other comprehensive income (loss), depending on whether a derivative instrument is designated as part of a hedging transaction and, if it is, the type of hedging transaction. For a derivative to qualify as a hedge at inception and throughout the hedged period, we formally document the nature and relationships between the hedging instruments and hedged item. For derivatives formally designated as hedges, we assess both at inception and quarterly thereafter, whether the hedging derivatives are highly effective in offsetting changes in either the fair value or cash flows of the hedged item. Gains or losses on cash flow hedges are reclassified from other comprehensive income (loss) to earnings when the hedged transaction occurs. If we determine that a forecasted transaction is no longer probable of occurring, we discontinue hedge accounting and any related unrealized gain or loss on the derivative instrument is recognized in current earnings. We designate cross-currency interest rate swaps as fair value hedges to hedge foreign currency risks related to our borrowings denominated in currencies other than the U.S. dollar. Fair value hedge amounts included in the assessment of hedge effectiveness are recognized in foreign exchange gain (loss) within the condensed consolidated statements of income (loss), along with the offsetting gains and losses of the related hedged item. We have elected to exclude the total forward points or currency basis from the assessment of hedge effectiveness and account for them as excluded components. The initial fair value of the excluded component is amortized to foreign exchange gain (loss) and the difference between changes in fair value of the excluded component and the amount recorded in earnings is recorded in other comprehensive income (loss). Derivatives that are not designated and do not qualify as hedges are adjusted to fair value through current earnings. |
Variable Interest Entity | Variable Interest Entity In the nine months ended September 30, 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 and nine months ended September 30, 2021 and the protected cell’s assets and liabilities as of September 30, 2021 were immaterial. |
Significant Risks and Uncertainties | Significant Risks and Uncertainties We have implemented a comprehensive response strategy designed to manage the ongoing impact of the COVID-19 pandemic on our employees, patients and our business. The prolonged nature of the pandemic is negatively impacting our business in a limited and varied manner due to the emergence of the Delta variant and other variants with increased transmissibility, even in some cases in vaccinated people, limited access to health care provider offices and institutions and the willingness of patients or parents of patients to seek treatment. We expect that our business, financial condition, results of operations and growth prospects may continue to be negatively impacted by the pandemic on a limited basis that may vary depending on the context. With respect to our commercialization activities, while there continues to be some negative impact on demand, new patient starts and treatments for our products arising from the pandemic, primarily due to the inherent limitations of telemedicine and a reprioritization of healthcare resources toward COVID-19, we have seen improvements as healthcare systems have adapted to cope with the ongoing situation. However, for Epidiolex/Epidyolex, reports from the field indicate that COVID-19 and the lack of access to and limited availability of COVID-19 vaccines, especially for children under 12 years of age, have impacted the willingness of parents of pediatric patients to bring their children to a health care provider office, which can increase the risk of COVID exposure through contact with the healthcare system. We believe these dynamics have negatively impacted new patient starts in the U.S. and Europe. The extent of the impact on our ability to generate sales of 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 developments include continued spread of the Delta variant in the U.S. and other countries and the potential emergence of other SARS-CoV-2 variants that may prove especially contagious or virulent, 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 revenues at or near current levels, or that oxybate revenues will continue to grow. Our ability to maintain or increase oxybate revenues and realize the anticipated benefits from our investment in Xywav are subject to a number of risks and uncertainties including, without limitation, those related to the launch of Xywav for the treatment of idiopathic hypersomnia in adults and adoption in that indication; competition from the introduction of authorized generic and generic versions of sodium oxybate and new products for treatment of cataplexy and/or EDS in narcolepsy in the U.S. market and from other competitors; the current and potential impacts of the COVID-19 pandemic, including the current and expected future negative impact on demand for our products; increased pricing pressure from, changes in policies by, or restrictions on reimbursement imposed by, third party payors, including our ability to maintain adequate coverage and reimbursement for Xywav; increased rebates required to maintain access to our products; challenges to our intellectual property around Xyrem and/or Xywav, including pending antitrust and intellectual property litigation; and continued acceptance of Xyrem by physicians and patients and acceptance of Xywav by payors, 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 Epidiolex, Sunosi, Defitelio, Vyxeos, Rylaze 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: ongoing clinical research activity and related outcomes, obtaining regulatory approval of our late-stage product candidates; effectively commercializing our recently approved or acquired products such as Xywav, Epidiolex, Zepzelca, Rylaze and Sunosi; obtaining and maintaining adequate coverage and reimbursement for our products; contracting and rebates to pharmacy benefit managers that reduces our net revenue; increasing scrutiny of pharmaceutical product pricing and resulting changes in healthcare laws and policy; market acceptance; regulatory concerns with controlled substances generally and the potential for abuse; future legislation, DEA action or FDA action authorizing the sale, distribution, use, and insurance reimbursement of non-FDA approved cannabinoid products; delays or problems in the supply of our products, loss of single source suppliers or failure to comply with manufacturing regulations; delays or problems with third parties that are part of our manufacturing and supply chain; 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 success of the GW acquisition will depend, in part, on our ability to realize the anticipated benefits from successfully combining our and GW's historical businesses and the integration of our business practices and operations with GW's so that we can fully realize the anticipated benefits of the acquisition. The anticipated benefits to us of the GW Acquisition 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 |
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. |
Business Combinations (Tables)
Business Combinations (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Business Combination Consideration | The aggregate consideration for the GW Acquisition was $7.2 billion as follows (all amounts in thousands except American Depositary Shares, or ADS, and per GW ADS amounts): GW ADS outstanding May 5, 2021 31,556,200 Cash consideration per GW ADS $ 200 Total cash consideration to GW ADS holders $ 6,311,240 Cash consideration to GW share option holders (inclusive of payroll taxes) 267,450 Total cash consideration 6,578,690 Equity consideration to GW ADS holders (1) 608,456 Consideration related to replacement share option pre-combination service 3,555 Total equity consideration 612,011 Total purchase consideration $ 7,190,701 ________________________ (1) 3.8 million ordinary shares were issued to GW ADS holders. The closing price of the ordinary shares on May 4, 2021 ($160.20) was used to determine the fair value of this equity consideration because the closing of the transaction on May 5, 2021 occurred prior to the opening of regular trading. |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The fair values of assets acquired and liabilities assumed at the Closing Date are summarized below (in thousands): Estimated fair values of assets acquired and liabilities assumed Cash and cash equivalents $ 343,898 Accounts receivable 76,355 Inventory 1,206,290 Prepaid expenses and other current assets 72,758 Property, plant and equipment 154,407 Acquired developed technologies 5,480,000 In-process research and development 160,000 Total acquired identifiable intangible assets 5,640,000 Goodwill 947,831 Deferred tax liabilities, net (1,083,673) Accrued liabilities (131,971) Other assets/liabilities (35,194) Total purchase consideration $ 7,190,701 |
Business Combination Pro Forma Information | The unaudited pro forma results do not assume any operating efficiencies as a result of the consolidation of operations and are as follows (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Total revenues $ 838,115 $ 737,941 $ 2,397,966 $ 2,077,033 Net loss $ (13,948) $ (91,077) $ (424,783) $ (867,236) |
Cash and Available-for-Sale S_2
Cash and Available-for-Sale Securities - (Tables) | 9 Months Ended |
Sep. 30, 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): September 30, 2021 Amortized Gross Gross Estimated Cash and Investments Cash $ 436,082 $ — $ — $ 436,082 $ 436,082 $ — Time deposits 130,000 — — 130,000 130,000 — Money market funds 105,697 — — 105,697 105,697 — Totals $ 671,780 $ — $ — $ 671,780 $ 671,780 $ — 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) | 9 Months Ended |
Sep. 30, 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 September 30, 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): September 30, 2021 December 31, 2020 Quoted Significant Total Quoted Significant Total Assets: Available-for-sale securities: Money market funds $ 105,697 $ — $ 105,697 $ 255,652 $ — $ 255,652 Time deposits — 130,000 130,000 — 1,360,000 1,360,000 Foreign exchange forward contracts — 1,203 1,203 — 11,907 11,907 Totals $ 105,697 $ 131,203 $ 236,900 $ 255,652 $ 1,371,907 $ 1,627,559 Liabilities: Cross-currency interest rate contracts $ — $ 19,964 $ 19,964 $ — $ — $ — Foreign exchange forward contracts — 10,529 10,529 — 790 790 Interest rate contracts — — — — 2,835 2,835 Totals $ — $ 30,493 $ 30,493 $ — $ 3,625 $ 3,625 |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities - (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Income (Losses) on Derivative Instruments | The impact on accumulated other comprehensive income (loss) and earnings from the cross-currency interest rate swap contract for the three and nine months ended September 30, 2021 was as follows (in thousands): Cross-Currency Interest Rate Contract: Three Months Ended Nine Months Ended Loss recognized in accumulated other comprehensive income (loss), net of tax $ — $ (375) Loss reclassified from accumulated other comprehensive income (loss) to foreign exchange gain (loss) 84 84 Loss recognized in foreign exchange gain (loss) (13,750) (26,115) |
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 gains (losses) associated with foreign exchange contracts not designated as hedging instruments (in thousands): Three Months Ended Nine Months Ended Foreign Exchange Forward Contracts: 2021 2020 2021 2020 Gain (loss) recognized in foreign exchange gain (loss) $ (8,231) $ 9,549 $ (18,264) $ 6,943 |
Schedule of Income (Losses) on Derivative Instruments | The impact on accumulated other comprehensive income (loss) and earnings from interest rate swap contracts for the three and nine months ended September 30, 2021 and 2020 was as follows (in thousands): Three Months Ended Nine Months Ended Interest Rate Contracts: 2021 2020 2021 2020 Gain (loss) recognized in accumulated other comprehensive income (loss), net of tax $ — $ 9 $ (14) $ (4,515) Loss reclassified from accumulated other comprehensive income (loss) to interest expense, net of tax 153 1,160 2,482 2,228 |
Schedule of the Fair Value of Outstanding Derivatives | The following tables summarize the fair value of outstanding derivatives (in thousands): September 30, 2021 Asset Derivatives Liability Derivatives Balance Sheet Location Fair Value Balance Sheet Location Fair Value Derivatives designated as hedging instruments: Cross-currency interest rate contracts Other current assets $ — Accrued liabilities $ 19,964 Derivatives not designated as hedging instruments: Foreign exchange forward contracts Other current assets 1,203 Accrued liabilities 10,529 Total fair value of derivative instruments $ 1,203 $ 30,493 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): September 30, 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 $ 1,203 $ — $ 1,203 $ (1,203) $ — $ — Derivative liabilities (30,493) — (30,493) 1,203 — (29,290) 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): September 30, 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 $ 1,203 $ — $ 1,203 $ (1,203) $ — $ — Derivative liabilities (30,493) — (30,493) 1,203 — (29,290) 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) | 9 Months Ended |
Sep. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Components of Inventories | Inventories consisted of the following (in thousands): September 30, December 31, Raw materials $ 25,084 $ 16,003 Work in process 1,055,931 45,758 Finished goods 56,836 33,635 Total inventories $ 1,137,851 $ 95,396 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets - (Tables) | 9 Months Ended |
Sep. 30, 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 Goodwill arising from the GW Acquisition 947,831 Foreign exchange (56,587) Balance at September 30, 2021 $ 1,849,547 |
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): September 30, 2021 December 31, 2020 Remaining Gross Accumulated Net Book Gross Accumulated Net Book Acquired developed technologies 11.6 $ 8,176,060 $ (1,048,200) $ 7,127,860 $ 3,379,162 $ (1,184,111) $ 2,195,051 Manufacturing contracts — 12,394 (12,394) — 13,135 (13,135) — Trademarks — 2,899 (2,899) — 2,917 (2,917) — Total finite-lived intangible assets 8,191,353 (1,063,493) 7,127,860 3,395,214 (1,200,163) 2,195,051 Acquired IPR&D assets 154,719 — 154,719 — — — Total intangible assets $ 8,346,072 $ (1,063,493) $ 7,282,579 $ 3,395,214 $ (1,200,163) $ 2,195,051 |
Schedule of Estimated Future Amortization Costs | Based on finite-lived intangible assets recorded as of September 30, 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) $ 156,233 2022 624,931 2023 624,931 2024 624,931 2025 624,931 Thereafter 4,471,903 Total $ 7,127,860 |
Certain Balance Sheet Items - (
Certain Balance Sheet Items - (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Certain Balance Sheet Items [Abstract] | |
Schedule of Property and Equipment | Property, plant and equipment consisted of the following (in thousands): September 30, December 31, Construction-in-progress $ 83,549 $ 7,262 Manufacturing equipment and machinery 65,713 33,465 Land and buildings 65,385 47,555 Leasehold improvements 63,912 54,113 Computer software 25,817 22,781 Computer equipment 16,390 18,749 Furniture and fixtures 12,836 11,598 Subtotal 333,602 195,523 Less accumulated depreciation and amortization (78,596) (67,588) Property, plant and equipment, net $ 255,006 $ 127,935 |
Schedule of Other Current Assets | Other current assets consisted of the following (in thousands): September 30, December 31, Deferred charge for taxes on intercompany profit $ 183,833 $ 114,234 Other 41,265 38,257 Total other current assets $ 225,098 $ 152,491 |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following (in thousands): September 30, December 31, Rebates and other sales deductions $ 207,793 $ 127,534 Employee compensation and benefits 160,581 102,601 Accrued interest 35,102 5,722 Derivative instrument liabilities 30,493 3,625 Clinical trial accruals 24,731 9,108 Accrued royalties 19,077 15,230 Selling and marketing accruals 18,372 6,742 Current portion of lease liabilities 17,045 14,457 Consulting and professional services 16,424 6,660 Sales return reserve 11,768 18,368 Inventory-related accruals 8,553 9,809 Accrued construction-in-progress 5,031 1,119 Other 48,745 31,757 Total accrued liabilities $ 603,715 $ 352,732 |
Debt - (Tables)
Debt - (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | The following table summarizes the carrying amount of our indebtedness (in thousands): September 30, December 31, 2021 Notes $ — $ 218,812 Unamortized discount and debt issuance costs on 2021 Notes — (5,883) 2021 Notes, net — 212,929 2024 Notes 575,000 575,000 Unamortized discount and debt issuance costs on 2024 Notes (77,459) (95,275) 2024 Notes, net 497,541 479,725 2026 Notes 1,000,000 1,000,000 Unamortized discount and debt issuance costs on 2026 Notes (158,222) (179,518) 2026 Notes, net 841,778 820,482 Secured Notes 1,472,909 — Term Loan 3,466,059 581,702 Total debt 6,278,287 2,094,838 Less current portion 31,000 246,322 Total long-term debt $ 6,247,287 $ 1,848,516 |
Schedule of Maturities of Long-term Debt | Scheduled maturities with respect to our long-term debt principal balances outstanding as of September 30, 2021 were as follows (in thousands): Year Ending December 31, Scheduled Long-Term Debt Maturities 2021 (remainder) $ 7,750 2022 31,000 2023 31,000 2024 606,000 2025 31,000 Thereafter 5,942,958 Total $ 6,649,708 |
Leases - (Tables)
Leases - (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Leases [Abstract] | |
Schedule of Lease Cost and Supplemental Cash Flow Information | The components of the lease expense for the three and nine months ended September 30, 2021 and 2020 were as follows (in thousands): Three Months Ended Nine Months Ended Lease Cost 2021 2020 2021 2020 Operating lease cost $ 6,632 $ 5,501 $ 18,782 $ 16,201 Short-term lease cost 1,712 943 4,566 2,704 Sublease income — — — (224) Finance Lease Cost Amortization of leased asset 193 — 201 — Interest on lease liabilities 114 — 185 — Net lease cost $ 8,651 $ 6,444 $ 23,734 $ 18,681 Lease Term and Discount Rate September 30, December 31, Weighted-average remaining lease term (years) Operating leases 6.7 8.7 Finance leases 13.1 — Weighted-average discount rate Operating leases 5.2 % 5.3 % Finance leases 7.4 % — % Supplemental cash flow information related to operating and finance leases were as follows (in thousands): Nine Months Ended 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash outflows from operating leases $ 19,707 $ 11,404 Operating cash outflows from finance leases 433 — Financing cash outflows from finance leases 211 — Non-cash operating activities: Operating lease assets obtained in exchange for new operating lease liabilities $ 7,703 $ 533 Finance lease assets obtained in exchange for new finance lease liabilities 650 — De-recognition of operating lease asset on lease assignment 56,968 — De-recognition of operating lease liability on lease assignment 68,064 — |
Schedule of Lease Supplemental Balance Sheet Information | Supplemental balance sheet information related to operating and finance leases were as follows (in thousands): Leases Classification September 30, December 31, Assets Operating lease assets Operating lease assets $ 89,628 $ 129,169 Finance lease assets Property, plant and equipment 5,853 — Total lease assets $ 95,481 $ 129,169 Liabilities Current Operating lease liabilities Accrued liabilities $ 16,643 $ 14,457 Finance lease liabilities Accrued liabilities 402 — Non-current Operating lease liabilities Operating lease liabilities, less current portion 89,359 140,035 Finance lease liabilities Other non-current liabilities 6,360 — Total lease liabilities $ 112,764 $ 154,492 |
Schedule of Operating Lease Liability Maturities | Maturities of operating and finance lease liabilities were as follows (in thousands): Year Ending December 31, Operating Leases Finance Leases 2021 (remainder) $ 4,059 $ 250 2022 20,777 873 2023 19,941 870 2024 20,892 870 2025 14,559 870 Thereafter 47,278 6,967 Total lease payments 127,506 10,700 Less imputed interest (21,504) (3,938) Present value of lease liabilities $ 106,002 $ 6,762 |
Schedule of Operating Lease Liability Maturities | Maturities of operating and finance lease liabilities were as follows (in thousands): Year Ending December 31, Operating Leases Finance Leases 2021 (remainder) $ 4,059 $ 250 2022 20,777 873 2023 19,941 870 2024 20,892 870 2025 14,559 870 Thereafter 47,278 6,967 Total lease payments 127,506 10,700 Less imputed interest (21,504) (3,938) Present value of lease liabilities $ 106,002 $ 6,762 |
Shareholders' Equity - (Tables)
Shareholders' Equity - (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity Note [Abstract] | |
Components of Accumulated Other Comprehensive Loss | The components of accumulated other comprehensive income (loss) as of September 30, 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 (389) (265,342) (265,731) Amounts reclassified from accumulated other comprehensive loss 2,566 — 2,566 Other comprehensive income (loss), net 2,177 (265,342) (263,165) Balance at September 30, 2021 $ (290) $ (397,227) $ (397,517) |
Net Income (Loss) per Ordinar_2
Net Income (Loss) per Ordinary Share - (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Net Income (Loss) 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 Nine Months Ended 2021 2020 2021 2020 Numerator: Net income (loss) $ (52,833) $ 148,234 $ (294,317) $ 105,202 Denominator: Weighted-average ordinary shares used in per share calculations - basic 61,284 55,545 59,084 55,637 Dilutive effect of employee equity incentive and purchase plans — 691 — 660 Weighted-average ordinary shares used in per share calculations - diluted 61,284 56,236 59,084 56,297 Net income (loss) per ordinary share: Basic $ (0.86) $ 2.67 $ (4.98) $ 1.89 Diluted $ (0.86) $ 2.64 $ (4.98) $ 1.87 |
Schedule of Weighted-Average Ordinary Shares Excluded from Computation of Diluted Net Income (Loss) 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 Nine Months Ended 2021 2020 2021 2020 Exchangeable Senior Notes 9,579 10,192 9,952 7,390 Employee equity incentive and purchase plans 4,302 5,023 3,375 5,325 |
Revenues - (Tables)
Revenues - (Tables) | 9 Months Ended |
Sep. 30, 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 Nine Months Ended 2021 2020 2021 2020 Xyrem $ 307,333 $ 447,809 $ 977,065 $ 1,302,492 Xywav 153,063 — 352,643 — Total Oxybate 460,396 447,809 1,329,708 1,302,492 Epidiolex/Epidyolex 160,378 — 269,859 — Sunosi 19,251 9,116 42,981 19,618 Sativex 6,097 — 8,058 — Total Neuroscience 646,122 456,925 1,650,606 1,322,110 Zepzelca 71,714 36,941 181,972 36,941 Vyxeos 34,688 30,825 99,296 90,113 Defitelio/defibrotide 57,705 50,241 155,420 140,387 Rylaze 20,674 — 20,674 — Erwinaze/Erwinase — 20,145 69,382 90,560 Total Oncology 184,781 138,152 526,744 358,001 Other 3,344 1,872 8,768 5,246 Product sales, net 834,247 596,949 2,186,118 1,685,357 Royalties and contract revenues 3,868 3,939 11,389 12,693 Total revenues $ 838,115 $ 600,888 $ 2,197,507 $ 1,698,050 The following table presents a summary of total revenues attributed to geographic sources (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 United States $ 757,227 $ 547,715 $ 1,996,419 $ 1,540,906 Europe 70,730 45,778 164,540 125,229 All other 10,158 7,395 36,548 31,914 Total revenues $ 838,115 $ 600,888 $ 2,197,507 $ 1,698,050 |
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 Nine Months Ended 2021 2020 2021 2020 ESSDS 57 % 74 % 62 % 77 % McKesson 11 % 10 % 12 % 11 % |
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 nine months ended September 30, 2021 (in thousands): Contract Liabilities Balance as of December 31, 2020 $ 4,861 Additions 484 Amount recognized within royalties and contract revenues (2,092) Balance as of September 30, 2021 $ 3,253 |
Share-Based Compensation - (Tab
Share-Based Compensation - (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Schedule of Share-Based Compensation Expense Related to Share Options, RSUs , PRSU's and Grants Under ESPP | Share-based compensation expense related to share options, RSUs, PRSUs and grants under our ESPP was as follows (in thousands): Three Months Ended Nine Months Ended 2021 2020 2021 2020 Selling, general and administrative $ 39,117 $ 20,974 $ 97,296 $ 62,590 Research and development 11,866 7,463 31,749 21,511 Cost of product sales 2,256 1,919 6,842 5,513 Total share-based compensation expense, pre-tax 53,239 30,356 135,887 89,614 Income tax benefit from share-based compensation expense (10,567) (3,678) (25,528) (10,106) Total share-based compensation expense, net of tax $ 42,672 $ 26,678 $ 110,359 $ 79,508 |
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 Nine Months Ended 2021 2020 2021 2020 Shares underlying options granted (in thousands) — 159 110 803 Grant date fair value $ — $ 37.75 $ 51.39 $ 34.43 Black-Scholes option pricing model assumption information: Volatility — % 36 % 37 % 33 % Expected term (years) — 4.6 4.5 4.6 Range of risk-free rates — % 0.2-0.3% 0.4-0.8% 0.2-1.6% Expected dividend yield — % — % — % — % The table below shows the number of nominal strike price options granted covering an equal number of our ordinary shares and the weighted-average grant date fair value: Nine Months Ended Nominal strike price share options granted (in thousands) 124 Grant date fair value $ 170.82 |
Schedule of RSU and PRSU 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 Nine Months Ended 2021 2020 2021 2020 RSUs granted (in thousands) 75 160 1,707 1,248 Grant date fair value $ 161.91 $ 123.79 $ 169.69 $ 114.80 The table below shows the number of PRSUs granted covering an equal number of our ordinary shares and the weighted-average grant date fair value of PRSUs granted: Nine Months Ended PRSUs granted (in thousands) 224 Grant date fair value $ 190.81 |
The Company and Summary of Si_3
The Company and Summary of Significant Accounting Policies - Basis of Presentation Narrative (Details) $ in Thousands | May 05, 2021USD ($) | Sep. 30, 2021segment |
Business Acquisition [Line Items] | ||
Number of operating business segments | segment | 1 | |
GW Pharmaceuticals plc | ||
Business Acquisition [Line Items] | ||
Consideration transferred | $ | $ 7,190,701 |
The Company and Summary of Si_4
The Company and Summary of Significant Accounting Policies - Concentrations of Risk Narrative (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Customer concentration risk | Gross accounts receivable | Three Customers | ||
Concentration Risk [Line Items] | ||
Percentage of gross accounts receivable (as a percent) | 77.00% | 84.00% |
Customer concentration risk | Gross accounts receivable | ESSDS | ||
Concentration Risk [Line Items] | ||
Percentage of gross accounts receivable (as a percent) | 57.00% | 68.00% |
Customer concentration risk | Gross accounts receivable | McKesson | ||
Concentration Risk [Line Items] | ||
Percentage of gross accounts receivable (as a percent) | 11.00% | 12.00% |
Customer concentration risk | Gross accounts receivable | Cardinal | ||
Concentration Risk [Line Items] | ||
Percentage of gross accounts receivable (as a percent) | 9.00% | 4.00% |
Foreign exchange forward contracts | Derivatives not designated as hedging instruments | ||
Concentration Risk [Line Items] | ||
Notional amount | $ 407,700,000 | $ 357,400,000 |
Net liability fair value | 9,300,000 | |
Cross-currency interest rate contracts | Derivatives designated as hedging instruments | ||
Concentration Risk [Line Items] | ||
Notional amount | 502,000,000 | |
Net liability fair value | $ 20,000,000 |
Business Combination - Narrativ
Business Combination - Narrative (Details) $ in Thousands, € in Millions | May 05, 2021USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | May 05, 2021EUR (€) | Apr. 30, 2021 | Apr. 29, 2021USD ($) |
Business Acquisition [Line Items] | ||||||||
Income tax provision (benefit) | $ (18,057) | $ 19,283 | $ 228,583 | $ 22,750 | ||||
Intangible asset amortization | 159,804 | 66,684 | 368,476 | 192,505 | ||||
Cost of product sales (excluding amortization of acquired developed technologies) | 145,224 | 42,095 | 304,607 | 98,760 | ||||
Acquisition-related Costs | Pro Forma | ||||||||
Business Acquisition [Line Items] | ||||||||
Acquisition costs not expensed during period | 30,500 | 330,400 | ||||||
Income tax provision (benefit) | 2,900 | (2,500) | 24,700 | (29,300) | ||||
Acquisition cost expensed during period | 25,800 | 373,500 | ||||||
Amortization Expense Adjustment | Pro Forma | ||||||||
Business Acquisition [Line Items] | ||||||||
Income tax provision (benefit) | (22,100) | (30,200) | (66,200) | |||||
Intangible asset amortization | 116,200 | 159,100 | 348,500 | |||||
Cost Of Product Sales Adjustment | Pro Forma | ||||||||
Business Acquisition [Line Items] | ||||||||
Income tax provision (benefit) | 2,700 | (14,900) | (12,000) | (44,700) | ||||
Cost of product sales (excluding amortization of acquired developed technologies) | (6,400) | 74,100 | 80,100 | 222,200 | ||||
Interest Expense Adjustment | Pro Forma | ||||||||
Business Acquisition [Line Items] | ||||||||
Income tax provision (benefit) | 2,000 | (14,000) | (14,600) | (39,500) | ||||
Interest expense | $ 9,500 | $ (64,500) | $ (65,200) | $ (179,000) | ||||
2029 Senior Notes | Senior Secured Debt | Jazz Securities Designated Activity Company | ||||||||
Business Acquisition [Line Items] | ||||||||
Debt instrument, face amount | $ 1,500,000 | |||||||
Interest rate (as a percent) | 4.375% | 4.375% | 4.375% | 4.375% | ||||
2021 Credit Agreement, Dollar Term Loan | Line of Credit | ||||||||
Business Acquisition [Line Items] | ||||||||
Debt instrument, face amount | $ 3,100,000 | |||||||
Interest rate (as a percent) | 4.00% | 4.00% | ||||||
Term | 7 years | |||||||
2021 Credit Agreement, Euro Term Loan | Line of Credit | ||||||||
Business Acquisition [Line Items] | ||||||||
Debt instrument, face amount | € | € 625 | |||||||
Interest rate (as a percent) | 4.34% | 4.34% | ||||||
Term | 7 years | |||||||
2021 Credit Agreement, Revolving Credit Facility | Line of Credit | Revolving Credit Facility | ||||||||
Business Acquisition [Line Items] | ||||||||
Term | 5 years | |||||||
Line of credit facility, maximum borrowing capacity | $ 500,000 | |||||||
Acquired developed technologies | ||||||||
Business Acquisition [Line Items] | ||||||||
Finite-lived intangible asset, useful life | 12 years | |||||||
Measurement Input, Discount Rate | Valuation, Income Approach | Acquired developed technologies | ||||||||
Business Acquisition [Line Items] | ||||||||
Finite-lived intangible asset, measurement input | 0.094 | 0.094 | ||||||
GW Pharmaceuticals plc | ||||||||
Business Acquisition [Line Items] | ||||||||
Consideration transferred | $ 7,190,701 | |||||||
Transactions costs incurred during period | $ 1,400 | $ 85,400 | ||||||
Revenue of acquiree since acquisition date, actual | 166,500 | 277,900 | ||||||
Net loss of acquiree since acquisition date, actual | $ 158,100 | $ 552,700 | ||||||
Acquisition accounting inventory fair value step-up adjustment | 1,062,600 | |||||||
Total acquired identifiable intangible assets | 5,640,000 | |||||||
GW Pharmaceuticals plc | Acquired developed technologies | ||||||||
Business Acquisition [Line Items] | ||||||||
Total acquired identifiable intangible assets | $ 5,480,000 |
Business Combination - Schedule
Business Combination - Schedule of Aggregate Consideration (Details) - GW Pharmaceuticals plc - USD ($) $ / shares in Units, $ in Thousands | May 05, 2021 | May 04, 2021 |
Business Acquisition [Line Items] | ||
GW ADS Outstanding May 5, 2021 (in shares) | 31,556,200 | |
Cash consideration per GW ADS (USD per share) | $ 200 | |
Total cash consideration | $ 6,578,690 | |
Total equity consideration | 612,011 | |
Total purchase consideration | 7,190,701 | |
Employee Stock Option | ||
Business Acquisition [Line Items] | ||
Total cash consideration | 267,450 | |
Total equity consideration | 3,555 | |
American Depository Shares | ||
Business Acquisition [Line Items] | ||
Total cash consideration | 6,311,240 | |
Total equity consideration | $ 608,456 | |
Ordinary Shares | ||
Business Acquisition [Line Items] | ||
Ordinary shares issued to GW ADS holders (in shares) | 3,800,000 | |
Closing price of ordinary shares (USD per share) | $ 160.20 |
Business Combination - Schedu_2
Business Combination - Schedule of Assets and Liabilities Acquired (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | May 05, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||
Goodwill | $ 1,849,547 | $ 958,303 | |
GW Pharmaceuticals plc | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | $ 343,898 | ||
Accounts receivable | 76,355 | ||
Inventory | 1,206,290 | ||
Prepaid expenses and other current assets | 72,758 | ||
Property, plant and equipment | 154,407 | ||
Total acquired identifiable intangible assets | 5,640,000 | ||
Goodwill | 947,831 | ||
Deferred tax liabilities, net | (1,083,673) | ||
Accrued liabilities | (131,971) | ||
Other assets/liabilities | (35,194) | ||
Total purchase consideration | 7,190,701 | ||
GW Pharmaceuticals plc | Acquired developed technologies | |||
Business Acquisition [Line Items] | |||
Total acquired identifiable intangible assets | 5,480,000 | ||
GW Pharmaceuticals plc | Acquired IPR&D assets | |||
Business Acquisition [Line Items] | |||
Total acquired identifiable intangible assets | $ 160,000 |
Business Combination - Pro Form
Business Combination - Pro Forma Information (Details) - GW Pharmaceuticals plc - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Business Acquisition [Line Items] | ||||
Total revenues | $ 838,115 | $ 737,941 | $ 2,397,966 | $ 2,077,033 |
Net loss | $ (13,948) | $ (91,077) | $ (424,783) | $ (867,236) |
Cash and Available-for-Sale S_3
Cash and Available-for-Sale Securities - Summary of Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 671,780 | $ 2,132,769 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Value | 671,780 | 2,132,769 |
Cash and Cash Equivalents | 671,780 | 1,057,769 |
Investments | 0 | 1,075,000 |
Cash | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 436,082 | 517,117 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Value | 436,082 | 517,117 |
Cash and Cash Equivalents | 436,082 | 517,117 |
Investments | 0 | 0 |
Time deposits | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 130,000 | 1,360,000 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Value | 130,000 | 1,360,000 |
Cash and Cash Equivalents | 130,000 | 285,000 |
Investments | 0 | 1,075,000 |
Money market funds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 105,697 | 255,652 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Value | 105,697 | 255,652 |
Cash and Cash Equivalents | 105,697 | 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 | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Investments, Debt and Equity Securities [Abstract] | ||||
Interest income from available-for-sale securities | $ 0.1 | $ 2.1 | $ 1.7 | $ 9.7 |
Fair Value Measurement - Assets
Fair Value Measurement - Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Available-for-sale securities: | ||
Available-for-sale securities | $ 671,780 | $ 2,132,769 |
Money market funds | ||
Available-for-sale securities: | ||
Available-for-sale securities | 105,697 | 255,652 |
Time deposits | ||
Available-for-sale securities: | ||
Available-for-sale securities | 130,000 | 1,360,000 |
Recurring | ||
Available-for-sale securities: | ||
Totals | 236,900 | 1,627,559 |
Liabilities: | ||
Totals | 30,493 | 3,625 |
Recurring | Money market funds | ||
Available-for-sale securities: | ||
Available-for-sale securities | 105,697 | 255,652 |
Recurring | Time deposits | ||
Available-for-sale securities: | ||
Available-for-sale securities | 130,000 | 1,360,000 |
Recurring | Cross-currency interest rate contracts | ||
Liabilities: | ||
Derivative liabilities | 19,964 | 0 |
Recurring | Foreign exchange forward contracts | ||
Available-for-sale securities: | ||
Derivative asset | 1,203 | 11,907 |
Liabilities: | ||
Derivative liabilities | 10,529 | 790 |
Recurring | Interest rate contracts | ||
Liabilities: | ||
Derivative liabilities | 0 | 2,835 |
Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Available-for-sale securities: | ||
Totals | 105,697 | 255,652 |
Liabilities: | ||
Totals | 0 | 0 |
Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Money market funds | ||
Available-for-sale securities: | ||
Available-for-sale securities | 105,697 | 255,652 |
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) | Cross-currency 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 | Quoted Prices in Active Markets for Identical Assets (Level 1) | Interest rate contracts | ||
Liabilities: | ||
Derivative liabilities | 0 | 0 |
Recurring | Significant Other Observable Inputs (Level 2) | ||
Available-for-sale securities: | ||
Totals | 131,203 | 1,371,907 |
Liabilities: | ||
Totals | 30,493 | 3,625 |
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) | Time deposits | ||
Available-for-sale securities: | ||
Available-for-sale securities | 130,000 | 1,360,000 |
Recurring | Significant Other Observable Inputs (Level 2) | Cross-currency interest rate contracts | ||
Liabilities: | ||
Derivative liabilities | 19,964 | 0 |
Recurring | Significant Other Observable Inputs (Level 2) | Foreign exchange forward contracts | ||
Available-for-sale securities: | ||
Derivative asset | 1,203 | 11,907 |
Liabilities: | ||
Derivative liabilities | 10,529 | 790 |
Recurring | Significant Other Observable Inputs (Level 2) | Interest rate contracts | ||
Liabilities: | ||
Derivative liabilities | $ 0 | $ 2,835 |
Fair Value Measurement - Narrat
Fair Value Measurement - Narrative (Details) - USD ($) $ in Millions | Sep. 30, 2021 | Aug. 15, 2021 | Apr. 30, 2021 | Apr. 29, 2021 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Equity securities without readily determinable fair value | $ 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% | |||
2029 Senior Notes | Senior Secured Debt | Jazz Securities Designated Activity Company | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Interest rate (as a percent) | 4.375% | 4.375% | 4.375% | |
2021 Credit Agreement, Dollar Term Loan | Line of Credit | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Interest rate (as a percent) | 4.00% | |||
2021 Credit Agreement, Euro Term Loan | Line of Credit | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Interest rate (as a percent) | 4.34% | |||
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 | $ 583 | |||
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 | 1,200 | |||
Significant Other Observable Inputs (Level 2) | 2029 Senior Notes | Senior Secured Debt | Jazz Securities Designated Activity Company | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Fair value of secured debt | 1,600 | |||
Significant Other Observable Inputs (Level 2) | 2021 Credit Agreement, Dollar Term Loan | Line of Credit | Revolving Credit Facility | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Fair value of lines of credit | 3,100 | |||
Significant Other Observable Inputs (Level 2) | 2021 Credit Agreement, Euro Term Loan | Line of Credit | Revolving Credit Facility | ||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||||
Fair value of lines of credit | $ 483 |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities - Narrative (Details) - USD ($) | Sep. 30, 2021 | Dec. 31, 2020 |
Cross-currency interest rate contracts | ||
Derivative [Line Items] | ||
Interest rate cash flow hedge loss to be reclassified during next 12 months | $ 300,000 | |
Cross-currency interest rate contracts | Derivatives designated as hedging instruments | ||
Derivative [Line Items] | ||
Notional amount | 502,000,000 | |
Foreign exchange forward contracts | Derivatives not designated as hedging instruments | ||
Derivative [Line Items] | ||
Notional amount | $ 407,700,000 | $ 357,400,000 |
Derivative Instruments and He_4
Derivative Instruments and Hedging Activities - Cross-Currency Loss Derivative Instruments (Details) - Cross-currency interest rate contracts - Derivatives designated as hedging instruments - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021 | Sep. 30, 2021 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Loss recognized in accumulated other comprehensive income (loss), net of tax | $ 0 | $ (375) |
Loss reclassified from accumulated other comprehensive income (loss) to foreign exchange gain (loss) | 84 | 84 |
Loss recognized in foreign exchange gain (loss) | $ (13,750) | $ (26,115) |
Derivative Instruments and He_5
Derivative Instruments and Hedging Activities - Foreign Exchange Gain (Loss) Derivative Instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Derivatives not designated as hedging instruments | Foreign exchange forward contracts | ||||
Derivative [Line Items] | ||||
Gain (loss) recognized in foreign exchange gain (loss) | $ (8,231) | $ 9,549 | $ (18,264) | $ 6,943 |
Derivative Instruments and He_6
Derivative Instruments and Hedging Activities - Gain (Loss) on Derivative Instruments (Details) - Interest rate contracts - Cash Flow Hedges - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (loss) recognized in accumulated other comprehensive income (loss), net of tax | $ 0 | $ 9 | $ (14) | $ (4,515) |
Loss reclassified from accumulated other comprehensive income (loss) to interest expense, net of tax | $ 153 | $ 1,160 | $ 2,482 | $ 2,228 |
Derivative Instruments and He_7
Derivative Instruments and Hedging Activities - Fair Value of Outstanding Derivatives (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | $ 1,203 | $ 11,907 |
Liability Derivatives | 30,493 | 3,625 |
Derivatives designated as hedging instruments | Cross-currency interest rate contracts | Other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 0 | |
Derivatives designated as hedging instruments | Cross-currency interest rate contracts | Accrued liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | 19,964 | |
Derivatives designated as hedging instruments | Interest rate contracts | Other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 0 | |
Derivatives designated as hedging instruments | Interest rate contracts | Accrued liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | 2,835 | |
Derivatives not designated as hedging instruments | Foreign exchange forward contracts | Other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Asset Derivatives | 1,203 | 11,907 |
Derivatives not designated as hedging instruments | Foreign exchange forward contracts | Accrued liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liability Derivatives | $ 10,529 | $ 790 |
Derivative Instruments and He_8
Derivative Instruments and Hedging Activities - Offsetting Assets and Liabilities (Details) - Pro Forma - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Derivative assets | ||
Gross Amounts of Recognized Assets/ Liabilities | $ 1,203 | $ 11,907 |
Gross Amounts Offset in the Consolidated Balance Sheet | 0 | 0 |
Net Amounts of Assets/ Liabilities Presented in the Consolidated Balance Sheet | 1,203 | 11,907 |
Gross Amounts Not Offset in the Consolidated Balance Sheet | ||
Derivative Financial Instruments | (1,203) | (2,207) |
Cash Collateral Received (Pledged) | 0 | 0 |
Net Amount | 0 | 9,700 |
Derivative liabilities | ||
Gross Amounts of Recognized Assets/ Liabilities | (30,493) | (3,625) |
Gross Amounts Offset in the Consolidated Balance Sheet | 0 | 0 |
Net Amounts of Assets/ Liabilities Presented in the Consolidated Balance Sheet | (30,493) | (3,625) |
Gross Amounts Not Offset in the Consolidated Balance Sheet | ||
Derivative Financial Instruments | 1,203 | 2,207 |
Cash Collateral Received (Pledged) | 0 | 0 |
Net Amount | $ (29,290) | $ (1,418) |
Inventories - Components of Inv
Inventories - Components of Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Inventory [Line Items] | ||
Raw materials | $ 25,084 | $ 16,003 |
Work in process | 1,055,931 | 45,758 |
Finished goods | 56,836 | 33,635 |
Total inventories | 1,137,851 | $ 95,396 |
GW Pharmaceuticals plc | ||
Inventory [Line Items] | ||
Inventory, step-up value | $ 884,000 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill Activity (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning of period | $ 958,303 |
Goodwill arising from the GW Acquisition | 947,831 |
Foreign exchange | (56,587) |
Goodwill, end of period | $ 1,849,547 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Gross Carrying Amounts and Net Book Values of Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 8,191,353 | $ 3,395,214 |
Accumulated Amortization | (1,063,493) | (1,200,163) |
Total | 7,127,860 | 2,195,051 |
Intangible assets, gross | 8,346,072 | 3,395,214 |
Intangible assets, net | 7,282,579 | 2,195,051 |
Acquired IPR&D assets | ||
Finite-Lived Intangible Assets [Line Items] | ||
Acquired IPR&D assets | $ 154,719 | 0 |
Acquired developed technologies | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining Weighted- Average Useful Life (In years) | 11 years 7 months 6 days | |
Gross Carrying Amount | $ 8,176,060 | 3,379,162 |
Accumulated Amortization | (1,048,200) | (1,184,111) |
Total | $ 7,127,860 | 2,195,051 |
Manufacturing contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining Weighted- Average Useful Life (In years) | 0 years | |
Gross Carrying Amount | $ 12,394 | 13,135 |
Accumulated Amortization | (12,394) | (13,135) |
Total | $ 0 | 0 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining Weighted- Average Useful Life (In years) | 0 years | |
Gross Carrying Amount | $ 2,899 | 2,917 |
Accumulated Amortization | (2,899) | (2,917) |
Total | $ 0 | $ 0 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Estimated Future Amortization Costs (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2021 (remainder) | $ 156,233 | |
2022 | 624,931 | |
2023 | 624,931 | |
2024 | 624,931 | |
2025 | 624,931 | |
Thereafter | 4,471,903 | |
Total | $ 7,127,860 | $ 2,195,051 |
Certain Balance Sheet Items - P
Certain Balance Sheet Items - Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross and finance lease right out use asset before accumulated depreciation and amortization | $ 333,602 | $ 195,523 |
Less accumulated depreciation and amortization | (78,596) | (67,588) |
Property, plant and equipment, net | 255,006 | 127,935 |
Construction-in-progress | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross and finance lease right out use asset before accumulated depreciation and amortization | 83,549 | 7,262 |
Manufacturing equipment and machinery | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross and finance lease right out use asset before accumulated depreciation and amortization | 65,713 | 33,465 |
Land and buildings | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross and finance lease right out use asset before accumulated depreciation and amortization | 65,385 | 47,555 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross and finance lease right out use asset before accumulated depreciation and amortization | 63,912 | 54,113 |
Computer software | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross and finance lease right out use asset before accumulated depreciation and amortization | 25,817 | 22,781 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross and finance lease right out use asset before accumulated depreciation and amortization | 16,390 | 18,749 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross and finance lease right out use asset before accumulated depreciation and amortization | $ 12,836 | $ 11,598 |
Certain Balance Sheet Items - O
Certain Balance Sheet Items - Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Certain Balance Sheet Items [Abstract] | ||
Deferred charge for taxes on intercompany profit | $ 183,833 | $ 114,234 |
Other | 41,265 | 38,257 |
Other current assets | $ 225,098 | $ 152,491 |
Certain Balance Sheet Items - A
Certain Balance Sheet Items - Accrued Liabilities (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Certain Balance Sheet Items [Abstract] | ||
Rebates and other sales deductions | $ 207,793 | $ 127,534 |
Employee compensation and benefits | 160,581 | 102,601 |
Accrued interest | 35,102 | 5,722 |
Derivative instrument liabilities | 30,493 | 3,625 |
Clinical trial accruals | 24,731 | 9,108 |
Accrued royalties | 19,077 | 15,230 |
Selling and marketing accruals | 18,372 | 6,742 |
Current portion of lease liabilities | 17,045 | 14,457 |
Consulting and professional services | 16,424 | 6,660 |
Sales return reserve | 11,768 | 18,368 |
Inventory-related accruals | 8,553 | 9,809 |
Accrued construction-in-progress | 5,031 | 1,119 |
Other | 48,745 | 31,757 |
Total accrued liabilities | $ 603,715 | $ 352,732 |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Long term debt outstanding | $ 6,649,708 | |
Total debt | 6,278,287 | $ 2,094,838 |
Less current portion | 31,000 | 246,322 |
Total long-term debt | 6,247,287 | 1,848,516 |
Convertible Debt | 2021 Notes | ||
Debt Instrument [Line Items] | ||
Long term debt outstanding | 0 | 218,812 |
Unamortized discount and debt issuance costs | 0 | (5,883) |
Total debt | 0 | 212,929 |
Convertible Debt | 2024 Notes | ||
Debt Instrument [Line Items] | ||
Long term debt outstanding | 575,000 | 575,000 |
Unamortized discount and debt issuance costs | (77,459) | (95,275) |
Total debt | 497,541 | 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 | (158,222) | (179,518) |
Total debt | 841,778 | 820,482 |
Convertible Debt | 2029 Senior Notes | ||
Debt Instrument [Line Items] | ||
Total debt | 1,472,909 | 0 |
Term Loan | ||
Debt Instrument [Line Items] | ||
Total debt | $ 3,466,059 | $ 581,702 |
Debt - Narrative (Details)
Debt - Narrative (Details) $ in Thousands, € in Millions | Aug. 15, 2021USD ($) | May 05, 2021USD ($) | Apr. 29, 2021USD ($) | Sep. 30, 2021USD ($) | Sep. 30, 2021EUR (€) | Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | May 05, 2021EUR (€) | Apr. 30, 2021 |
Debt Instrument [Line Items] | |||||||||
Repayments of convertible debt | $ 218,812 | $ 356,188 | |||||||
Line of Credit | Term Loan Facility | LIBOR or EURIBOR | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 3.50% | ||||||||
Line of Credit | Term Loan Facility | Prime Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 2.50% | ||||||||
Line of Credit | 2021 Credit Agreement, Dollar Term Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Payment for debt extinguishment or debt prepayment cost | $ 251,000 | € 208.3 | |||||||
Interest rate (as a percent) | 4.00% | 4.00% | |||||||
Line of credit facility, interest rate at period end (as a percent) | 4.55% | 4.55% | |||||||
Debt instrument, redemption price, percentage of principal amount redeemed (as a percent) | 1.00% | 1.00% | |||||||
Debt instrument, face amount | $ 3,100,000 | ||||||||
Line of Credit | 2021 Credit Agreement, Dollar Term Loan | Minimum | London Interbank Offered Rate (LIBOR) | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 0.50% | ||||||||
Line of Credit | 2021 Credit Agreement, Euro Term Loan | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate (as a percent) | 4.34% | 4.34% | |||||||
Line of credit facility, interest rate at period end (as a percent) | 4.93% | 4.93% | |||||||
Debt instrument, face amount | € | € 625 | ||||||||
Line of Credit | 2021 Credit Agreement, Revolving Credit Facility | Revolving Credit Facility | |||||||||
Debt Instrument [Line Items] | |||||||||
Remaining borrowing capacity | $ 500,000 | $ 500,000 | |||||||
Debt covenant, revolving credit facility, outstanding amount threshold | $ 50,000 | ||||||||
Line of Credit | 2021 Credit Agreement, Revolving Credit Facility | Revolving Credit Facility | Maximum | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, commitment fee percentage (as a percentage) | 0.50% | ||||||||
Line of Credit | 2021 Credit Agreement, Revolving Credit Facility | Revolving Credit Facility | Maximum | Prime Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 2.25% | ||||||||
Line of Credit | 2021 Credit Agreement, Revolving Credit Facility | Revolving Credit Facility | Maximum | London Interbank Offered Rate (LIBOR) | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 3.25% | ||||||||
Line of Credit | 2021 Credit Agreement, Revolving Credit Facility | Revolving Credit Facility | Minimum | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility, commitment fee percentage (as a percentage) | 0.40% | ||||||||
Line of Credit | 2021 Credit Agreement, Revolving Credit Facility | Revolving Credit Facility | Minimum | Prime Rate | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 1.75% | ||||||||
Line of Credit | 2021 Credit Agreement, Revolving Credit Facility | Revolving Credit Facility | Minimum | London Interbank Offered Rate (LIBOR) | |||||||||
Debt Instrument [Line Items] | |||||||||
Basis spread on variable rate | 2.75% | ||||||||
Term Loan | 2015 Credit Agreement | |||||||||
Debt Instrument [Line Items] | |||||||||
Payment for debt extinguishment or debt prepayment cost | $ 575,900 | ||||||||
Senior Secured Debt | 2029 Senior Notes | Jazz Securities Designated Activity Company | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate (as a percent) | 4.375% | 4.375% | 4.375% | 4.375% | |||||
Debt instrument, face amount | $ 1,500,000 | ||||||||
Effective interest rate (as a percent) | 4.64% | 4.64% | |||||||
Senior Secured Debt | 2029 Senior Notes | Jazz Securities Designated Activity Company | Debt Instrument, Redemption, Period One | |||||||||
Debt Instrument [Line Items] | |||||||||
Redemption price, percentage | 100.00% | ||||||||
Senior Secured Debt | 2029 Senior Notes | Jazz Securities Designated Activity Company | Debt Instrument, Redemption, Period Two | |||||||||
Debt Instrument [Line Items] | |||||||||
Redemption price, percentage | 104.375% | ||||||||
Percentage of principal subject to redemption | 40.00% | ||||||||
Senior Secured Debt | 2029 Senior Notes | Jazz Securities Designated Activity Company | Debt Instrument, Redemption, Period Three | |||||||||
Debt Instrument [Line Items] | |||||||||
Redemption price, percentage | 103.00% | ||||||||
Percentage of principal subject to redemption | 10.00% | ||||||||
Senior Secured Debt | 2029 Senior Notes | Jazz Securities Designated Activity Company | Debt Instrument, Redemption, Period Four | |||||||||
Debt Instrument [Line Items] | |||||||||
Redemption price, percentage | 101.00% | ||||||||
Convertible Debt | 2021 Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate (as a percent) | 1.875% | ||||||||
Repayments of convertible debt | $ 218,800 | ||||||||
Convertible Debt | 2024 Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate (as a percent) | 1.50% | 1.50% | |||||||
Carrying value of the equity component | $ 149,800 | $ 149,800 | |||||||
Convertible Debt | 2026 Notes | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate (as a percent) | 2.00% | 2.00% | |||||||
Carrying value of the equity component | $ 176,300 | $ 176,300 | |||||||
Jazz Investments I Limited | |||||||||
Debt Instrument [Line Items] | |||||||||
Percentage of ownership (as a percent) | 100.00% | 100.00% |
Debt - Schedule of Maturities o
Debt - Schedule of Maturities of Long-term Debt (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Debt Disclosure [Abstract] | |
2021 (remainder) | $ 7,750 |
2022 | 31,000 |
2023 | 31,000 |
2024 | 606,000 |
2025 | 31,000 |
Thereafter | 5,942,958 |
Total | $ 6,649,708 |
Leases - Lease Cost (Details)
Leases - Lease Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Leases [Abstract] | ||||
Operating lease cost | $ 6,632 | $ 5,501 | $ 18,782 | $ 16,201 |
Short-term lease cost | 1,712 | 943 | 4,566 | 2,704 |
Sublease income | 0 | 0 | 0 | (224) |
Amortization of leased asset | 193 | 0 | 201 | 0 |
Interest on lease liabilities | 114 | 0 | 185 | 0 |
Net lease cost | $ 8,651 | $ 6,444 | $ 23,734 | $ 18,681 |
Leases - Supplemental Balance S
Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Assets: | ||
Operating lease assets | $ 89,628 | $ 129,169 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property, plant and equipment, net | Property, plant and equipment, net |
Finance lease assets | $ 5,853 | $ 0 |
Total lease assets | $ 95,481 | $ 129,169 |
Liabilities | ||
Operating lease, liability, current, statement of financial position | Accrued liabilities | Accrued liabilities |
Operating lease liabilities | $ 16,643 | $ 14,457 |
Finance Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] | Accrued liabilities | Accrued liabilities |
Current portion of finance lease liabilities | $ 402 | $ 0 |
Operating lease liabilities, less current portion | $ 89,359 | $ 140,035 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible Enumeration] | Other non-current liabilities | Other non-current liabilities |
Finance lease, liability, noncurrent | $ 6,360 | |
Total lease liabilities | $ 112,764 | $ 154,492 |
Leases - Weighted Average Terms
Leases - Weighted Average Terms and Discount Rates (Details) | Sep. 30, 2021 | Dec. 31, 2020 |
Weighted-average remaining lease term (years) | ||
Operating leases | 6 years 8 months 12 days | 8 years 8 months 12 days |
Finance leases | 13 years 1 month 6 days | 0 years |
Weighted-average discount rate | ||
Operating leases | 5.20% | 5.30% |
Finance leases | 7.40% | 0.00% |
Leases - Supplemental Cash Flow
Leases - Supplemental Cash Flow Information (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash outflows from operating leases | $ 19,707 | $ 11,404 |
Operating cash outflows from finance leases | 433 | 0 |
Financing cash outflows from finance leases | 211 | 0 |
Non-cash operating activities: | ||
Operating lease assets obtained in exchange for new operating lease liabilities | 7,703 | 533 |
Finance lease assets obtained in exchange for new finance lease liabilities | 650 | 0 |
De-recognition of operating lease asset on lease assignment | 56,968 | 0 |
De-recognition of operating lease liability on lease assignment | $ 68,064 | $ 0 |
Leases - Maturities of Lease Li
Leases - Maturities of Lease Liabilities (Details) $ in Thousands | Sep. 30, 2021USD ($) |
Operating Leases | |
2021 (remainder) | $ 4,059 |
2022 | 20,777 |
2023 | 19,941 |
2024 | 20,892 |
2025 | 14,559 |
Thereafter | 47,278 |
Total lease payments | 127,506 |
Less imputed interest | (21,504) |
Present value of lease liabilities | 106,002 |
Finance Leases | |
2021 (remainder) | 250 |
2022 | 873 |
2023 | 870 |
2024 | 870 |
2025 | 870 |
Thereafter | 6,967 |
Total lease payments | 10,700 |
Less imputed interest | (3,938) |
Present value of lease liabilities | $ 6,762 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Millions | Jul. 28, 2021 | Mar. 17, 2021litigationCase | Jun. 23, 2020litigationCase | Jun. 30, 2021 | Sep. 30, 2021USD ($) | Jul. 31, 2021patent | May 13, 2021patent |
Loss Contingencies [Line Items] | |||||||
Noncancelable purchase commitments due within one year | $ | $ 65.7 | ||||||
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 | ||||||
Avadel Pharmaceuticals plc Lawsuit | |||||||
Loss Contingencies [Line Items] | |||||||
Infringed patents suit, number of patents | patent | 5 | ||||||
Lupin Lawsuit | |||||||
Loss Contingencies [Line Items] | |||||||
Infringed patents suit, number of patents | patent | 10 | ||||||
FDA stay of approval period | 30 months | ||||||
Lupin Lawsuit | Xywav | |||||||
Loss Contingencies [Line Items] | |||||||
FDA Recognition Of Orphan Drug Exclusivity, Period | 7 years |
Shareholders' Equity - Share Re
Shareholders' Equity - Share Repurchase Programs (Details) - Ordinary Options - November 2016 Share Repurchase Program | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021USD ($) | Sep. 30, 2021USD ($) | |
Stock Activity [Line Items] | ||
Total amount authorized for repurchase of shares under share repurchase program | $ 1,500,000,000 | $ 1,500,000,000 |
Shares repurchased | 0 | 0 |
Remaining amount authorized for repurchase of shares | $ 431,200,000 | $ 431,200,000 |
Shareholders' Equity - Componen
Shareholders' Equity - Component of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Increase (Decrease) in Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||||||
Beginning balance | $ 4,131,490 | $ 3,797,689 | $ 3,659,745 | $ 3,141,805 | $ 2,808,500 | $ 3,110,981 | $ 3,659,745 | $ 3,110,981 |
Other comprehensive loss before reclassifications | (265,731) | |||||||
Amounts reclassified from accumulated other comprehensive loss | 2,566 | |||||||
Other comprehensive income (loss) | (206,582) | (11,507) | (45,076) | 48,308 | 21,327 | (34,043) | (263,165) | 35,592 |
Ending balance | 3,938,477 | 4,131,490 | 3,797,689 | 3,377,201 | 3,141,805 | 2,808,500 | 3,938,477 | 3,377,201 |
Net Unrealized Loss From Hedging Activities | ||||||||
Increase (Decrease) in Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||||||
Beginning balance | (2,467) | (2,467) | ||||||
Other comprehensive loss before reclassifications | (389) | |||||||
Amounts reclassified from accumulated other comprehensive loss | 2,566 | |||||||
Other comprehensive income (loss) | 2,177 | |||||||
Ending balance | (290) | (290) | ||||||
Foreign Currency Translation Adjustments | ||||||||
Increase (Decrease) in Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||||||
Beginning balance | (131,885) | (131,885) | ||||||
Other comprehensive loss before reclassifications | (265,342) | |||||||
Amounts reclassified from accumulated other comprehensive loss | 0 | |||||||
Other comprehensive income (loss) | (265,342) | |||||||
Ending balance | (397,227) | (397,227) | ||||||
Total Accumulated Other Comprehensive Loss | ||||||||
Increase (Decrease) in Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||||||
Beginning balance | (190,935) | (179,428) | (134,352) | (236,109) | (257,436) | (223,393) | (134,352) | (223,393) |
Other comprehensive income (loss) | (206,582) | (11,507) | (45,076) | 48,308 | 21,327 | (34,043) | ||
Ending balance | $ (397,517) | $ (190,935) | $ (179,428) | $ (187,801) | $ (236,109) | $ (257,436) | $ (397,517) | $ (187,801) |
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 | 9 Months Ended | ||||||
Sep. 30, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Numerator: | ||||||||
Net income (loss) | $ (52,833) | $ (363,316) | $ 121,832 | $ 148,234 | $ 114,801 | $ (157,833) | $ (294,317) | $ 105,202 |
Denominator: | ||||||||
Weighted-average ordinary shares used in per share calculation - basic (in shares) | 61,284 | 55,545 | 59,084 | 55,637 | ||||
Dilutive effect of employee equity incentive and purchase plans (in shares) | 0 | 691 | 0 | 660 | ||||
Weighted-average ordinary shares used in per share calculation - diluted (in shares) | 61,284 | 56,236 | 59,084 | 56,297 | ||||
Net income (loss) per ordinary share: | ||||||||
Basic (in dollars per share) | $ (0.86) | $ 2.67 | $ (4.98) | $ 1.89 | ||||
Diluted (in dollars per share) | $ (0.86) | $ 2.64 | $ (4.98) | $ 1.87 |
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 | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Exchangeable Senior Notes | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Ordinary shares (in shares) | 9,579 | 10,192 | 9,952 | 7,390 |
Employee equity incentive and purchase plans | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Ordinary shares (in shares) | 4,302 | 5,023 | 3,375 | 5,325 |
Revenues - Summary of Disaggreg
Revenues - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 838,115 | $ 600,888 | $ 2,197,507 | $ 1,698,050 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 757,227 | 547,715 | 1,996,419 | 1,540,906 |
Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 70,730 | 45,778 | 164,540 | 125,229 |
All other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 10,158 | 7,395 | 36,548 | 31,914 |
Product sales, net | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 834,247 | 596,949 | 2,186,118 | 1,685,357 |
Total Oncology | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 184,781 | 138,152 | 526,744 | 358,001 |
Total Oxybate | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 460,396 | 447,809 | 1,329,708 | 1,302,492 |
Xyrem | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 307,333 | 447,809 | 977,065 | 1,302,492 |
Xywav | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 153,063 | 0 | 352,643 | 0 |
Total Neuroscience | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 646,122 | 456,925 | 1,650,606 | 1,322,110 |
Epidiolex/Epidyolex | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 160,378 | 0 | 269,859 | 0 |
Sunosi | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 19,251 | 9,116 | 42,981 | 19,618 |
Sativex | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 6,097 | 0 | 8,058 | 0 |
Zepzelca | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 71,714 | 36,941 | 181,972 | 36,941 |
Vyxeos | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 34,688 | 30,825 | 99,296 | 90,113 |
Defitelio/defibrotide | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 57,705 | 50,241 | 155,420 | 140,387 |
Rylaze | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 20,674 | 0 | 20,674 | 0 |
Erwinaze/Erwinase | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 20,145 | 69,382 | 90,560 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 3,344 | 1,872 | 8,768 | 5,246 |
Royalties and contract revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 3,868 | $ 3,939 | $ 11,389 | $ 12,693 |
Revenues - Summary of the Perce
Revenues - Summary of the Percentage of Total Revenues from Customers (Details) - Total Revenues - Customer concentration risk | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
ESSDS | ||||
Concentration Risk [Line Items] | ||||
Percentage of total revenues (as a percent) | 57.00% | 74.00% | 62.00% | 77.00% |
McKesson | ||||
Concentration Risk [Line Items] | ||||
Percentage of total revenues (as a percent) | 11.00% | 10.00% | 12.00% | 11.00% |
Revenues - Narrative (Details)
Revenues - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2021USD ($)agreement | Sep. 30, 2021USD ($)agreement | |
Financing and Payment [Line Items] | ||
Contract revenue recognized | $ 2,092 | |
Nippon Shinyaku | ||
Financing and Payment [Line Items] | ||
Number of license, development and commercialization agreements | agreement | 2 | 2 |
Contract revenue recognized | $ 700 | $ 2,100 |
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 | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Change In Contract With Customer, Liability [Roll Forward] | |
Balance as of December 31, 2020 | $ 4,861 |
Additions | 484 |
Amount recognized within royalties and contract revenues | (2,092) |
Balance as of September 30, 2021 | $ 3,253 |
Share-Based Compensation - Expe
Share-Based Compensation - Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total share-based compensation expense, pre-tax | $ 53,239 | $ 30,356 | $ 135,887 | $ 89,614 |
Income tax benefit from share-based compensation expense | (10,567) | (3,678) | (25,528) | (10,106) |
Total share-based compensation expense, net of tax | 42,672 | 26,678 | 110,359 | 79,508 |
Selling, general and administrative | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total share-based compensation expense, pre-tax | 39,117 | 20,974 | 97,296 | 62,590 |
Research and development | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total share-based compensation expense, pre-tax | 11,866 | 7,463 | 31,749 | 21,511 |
Cost of product sales | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total share-based compensation expense, pre-tax | $ 2,256 | $ 1,919 | $ 6,842 | $ 5,513 |
Share-Based Compensation - Weig
Share-Based Compensation - Weighted-Average Assumptions and Resulting Grant Date Fair Value (Details) - $ / shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Employee Stock Option | ||||
Schedule of Weighted Average Assumptions for Fair Values of Stock Options[Line Items] | ||||
Shares underlying options granted (in shares) | 0 | 159 | 110 | 803 |
Weighted-average grant date fair value (in dollars per share) | $ 0 | $ 37.75 | $ 51.39 | $ 34.43 |
Weighted-average volatility (as a percent) | 0.00% | 36.00% | 37.00% | 33.00% |
Weighted-average expected term | 0 years | 4 years 7 months 6 days | 4 years 6 months | 4 years 7 months 6 days |
Range of risk-free rates (as a percent) | 0.00% | |||
Range of risk-free rates, minimum (as a percent) | 0.20% | 0.40% | 0.20% | |
Range of risk-free rates, maximum (as a percent) | 0.30% | 0.80% | 1.60% | |
Expected dividend yield (as a percent) | 0.00% | 0.00% | 0.00% | 0.00% |
Nominal Strike Price Options | ||||
Schedule of Weighted Average Assumptions for Fair Values of Stock Options[Line Items] | ||||
Shares underlying options granted (in shares) | 124 | |||
Weighted-average grant date fair value (in dollars per share) | $ 170.82 |
Share-Based Compensation - Rest
Share-Based Compensation - Restricted Units (Details) - Restricted Stock Units (RSUs) - $ / shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
RSUs granted (in shares) | 75 | 160 | 1,707 | 1,248 |
Grant date fair value (in dollars per share) | $ 161.91 | $ 123.79 | $ 169.69 | $ 114.80 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) $ in Millions | 9 Months Ended |
Sep. 30, 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, RSUs, and PRSUs | $ 269.1 |
Weighted-average period expected to be recognized | 2 years 8 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, RSUs, and PRSUs | $ 47.9 |
Weighted-average period expected to be recognized | 1 year 9 months 18 days |
Performance-Based Restricted Stock Units (PRSUs) | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Performance metric target level | 100.00% |
Unrecognized compensation cost related to unvested stock option, RSUs, and PRSUs | $ 27.2 |
Weighted-average period expected to be recognized | 2 years 3 months 18 days |
Performance-Based Restricted Stock Units (PRSUs) | Minimum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Achievement target, percentage of awards granted | 0.00% |
Performance-Based Restricted Stock Units (PRSUs) | Maximum | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Achievement target, percentage of awards granted | 200.00% |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Performance-based RSU's (Details) - Performance-Based Restricted Stock Units (PRSUs) shares in Thousands | 9 Months Ended |
Sep. 30, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
PRSUs granted (in thousands) | shares | 224 |
Grant date fair value (in dollars per share) | $ / shares | $ 190.81 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Income tax provision (benefit) | $ (18,057) | $ 19,283 | $ 228,583 | $ 22,750 |
UK Finance Act 2021, change in statutory tax rate, income tax expense | 250,600 | |||
Income tax examination, penalties and interest paid | $ 19,700 |