Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Jul. 27, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2022 | |
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 $0.0001 per share | |
Trading Symbol | JAZZ | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Smaller Reporting Company | false | |
Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding (in shares) | 62,680,737 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal period Focus | Q2 | |
Entity Central Index Key | 0001232524 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 711,265 | $ 591,448 |
Investments | 60,000 | 0 |
Accounts receivable, net of allowances | 594,034 | 563,360 |
Inventories | 861,705 | 1,072,721 |
Prepaid expenses | 108,304 | 131,413 |
Other current assets | 255,525 | 252,392 |
Total current assets | 2,590,833 | 2,611,334 |
Property, plant and equipment, net | 239,523 | 256,837 |
Operating lease assets | 78,365 | 86,586 |
Intangible assets, net | 6,237,959 | 7,152,328 |
Goodwill | 1,687,648 | 1,827,609 |
Deferred tax assets, net | 320,550 | 311,103 |
Deferred financing costs | 10,643 | 12,029 |
Other non-current assets | 34,612 | 40,813 |
Total assets | 11,200,133 | 12,298,639 |
Current liabilities: | ||
Accounts payable | 74,161 | 100,298 |
Accrued liabilities | 593,207 | 666,304 |
Current portion of long-term debt | 31,000 | 31,000 |
Income taxes payable | 5,796 | 9,608 |
Deferred revenue | 1,278 | 2,093 |
Total current liabilities | 705,442 | 809,303 |
Deferred revenue, non-current | 231 | 463 |
Long-term debt, less current portion | 5,989,998 | 6,018,943 |
Operating lease liabilities, less current portion | 77,845 | 87,200 |
Deferred tax liabilities, net | 1,096,416 | 1,300,541 |
Other non-current liabilities | 129,420 | 116,998 |
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 | 3,312,319 | 3,534,792 |
Accumulated other comprehensive loss | (1,106,029) | (400,360) |
Retained earnings | 993,958 | 830,226 |
Total shareholders’ equity | 3,200,781 | 3,965,191 |
Total liabilities and shareholders’ equity | $ 11,200,133 | $ 12,298,639 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Loss) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Revenues: | ||||
Total revenues | $ 932,878 | $ 751,811 | $ 1,746,599 | $ 1,359,392 |
Operating expenses: | ||||
Cost of product sales (excluding amortization of acquired developed technologies) | 124,208 | 119,194 | 239,492 | 159,383 |
Selling, general and administrative | 366,473 | 429,031 | 675,286 | 689,539 |
Research and development | 139,047 | 132,696 | 269,028 | 209,269 |
Intangible asset amortization | 148,456 | 140,480 | 320,550 | 208,672 |
Acquired in-process research and development | 69,148 | 0 | 69,148 | 0 |
Total operating expenses | 847,332 | 821,401 | 1,573,504 | 1,266,863 |
Income (loss) from operations | 85,546 | (69,590) | 173,095 | 92,529 |
Interest expense, net | (63,189) | (69,420) | (133,873) | (96,796) |
Foreign exchange gain (loss) | (1,343) | 2,950 | (11,883) | 3,893 |
Income (loss) before income tax expense (benefit) and equity in loss (gain) of investees | 21,014 | (136,060) | 27,339 | (374) |
Income tax expense (benefit) | (16,112) | 228,621 | (15,576) | 246,640 |
Equity in loss (gain) of investees | 2,461 | (1,365) | 6,603 | (5,530) |
Net income (loss) | $ 34,665 | $ (363,316) | $ 36,312 | $ (241,484) |
Net income (loss) per ordinary share: | ||||
Basic (in dollars per share) | $ 0.56 | $ (6.11) | $ 0.58 | $ (4.17) |
Diluted (in dollars per share) | $ 0.55 | $ (6.11) | $ 0.57 | $ (4.17) |
Weighted-average ordinary shares used in per share calculations - basic (in shares) | 62,436 | 59,448 | 62,152 | 57,966 |
Weighted-average ordinary shares used in per share calculations - diluted (in shares) | 63,431 | 59,448 | 63,171 | 57,966 |
Product sales, net | ||||
Revenues: | ||||
Total revenues | $ 928,300 | $ 748,340 | $ 1,738,137 | $ 1,351,871 |
Royalties and contract revenues | ||||
Revenues: | ||||
Total revenues | $ 4,578 | $ 3,471 | $ 8,462 | $ 7,521 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 34,665 | $ (363,316) | $ 36,312 | $ (241,484) |
Other comprehensive loss: | ||||
Foreign currency translation adjustments | (515,309) | (12,303) | (705,797) | (58,523) |
Loss on fair value hedging activities reclassified from accumulated other comprehensive income (loss) to foreign exchange gain (loss), net of income tax benefit of $—, $—, $43 and $—, respectively | 0 | 0 | 128 | 0 |
Loss on cash flow hedging activities reclassified from accumulated other comprehensive income (loss) to interest expense, net of income tax benefit of $—, $167, $— and $333, respectively | 0 | 1,169 | 0 | 2,329 |
Unrealized gain (loss) on cash flow hedging activities, net of income tax provision (benefit) of $—, $1, $— and ($2), respectively | 0 | 2 | 0 | (14) |
Unrealized loss on fair value hedging activities, net of income tax benefit of $—, $125, $— and $125, respectively | 0 | (375) | 0 | (375) |
Other comprehensive loss | (515,309) | (11,507) | (705,669) | (56,583) |
Total comprehensive loss | $ (480,644) | $ (374,823) | $ (669,357) | $ (298,067) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Loss (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Statement of Comprehensive Income [Abstract] | ||||
Tax benefit effect on fair value hedging activities | $ 0 | $ 0 | $ 43 | $ 0 |
Tax benefit effect on fair value hedging activities reclassified | 0 | 167 | 0 | 333 |
Tax provision (benefit) effect on cash flow hedging activities | 0 | 1 | 0 | (2) |
Tax benefit effect on fair value hedging activities | $ 0 | $ 125 | $ 0 | $ 125 |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Shareholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Employee Stock Option | Ordinary Shares | Non-voting Euro Deferred | Capital Redemption Reserve | Additional Paid-in Capital | Additional Paid-in Capital Cumulative Effect, Period of Adoption, Adjustment | Additional Paid-in Capital Employee Stock Option | Accumulated Other Comprehensive Loss | Retained Earnings | Retained Earnings Cumulative Effect, Period of Adoption, Adjustment |
Beginning balance (in shares) at Dec. 31, 2020 | 56,171 | 4,000 | ||||||||||
Beginning balance at Dec. 31, 2020 | $ 3,659,745 | $ 6 | $ 55 | $ 472 | $ 2,633,670 | $ (134,352) | $ 1,159,894 | |||||
Increase (Decrease) in Shareholders' Equity [Roll Forward] | ||||||||||||
Issuance of ordinary shares in conjunction with exercise of share options (in shares) | 408 | |||||||||||
Issuance of ordinary shares in conjunction with exercise of share options | 50,407 | 50,407 | ||||||||||
Issuance of ordinary shares in conjunction with vesting of restricted stock units (in shares) | 294 | |||||||||||
Shares withheld for payment of employee's withholding tax liability | (23,784) | (23,784) | ||||||||||
Share-based compensation | 34,565 | 34,565 | ||||||||||
Other comprehensive loss | (45,076) | (45,076) | ||||||||||
Net income (loss) | 121,832 | 121,832 | ||||||||||
Ending balance (in shares) at Mar. 31, 2021 | 56,873 | 4,000 | ||||||||||
Ending balance at Mar. 31, 2021 | 3,797,689 | $ 6 | $ 55 | 472 | 2,694,858 | (179,428) | 1,281,726 | |||||
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 | (56,583) | |||||||||||
Net income (loss) | (241,484) | |||||||||||
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 | |||||
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 | |||||
Ending balance (in shares) at Dec. 31, 2021 | 61,633 | 4,000 | ||||||||||
Ending balance at Dec. 31, 2021 | $ 3,965,191 | $ (206,050) | $ 6 | $ 55 | 472 | 3,534,792 | $ (333,524) | (400,360) | 830,226 | $ 127,474 | ||
Increase (Decrease) in Shareholders' Equity [Roll Forward] | ||||||||||||
Accounting Standards Update [Extensible Enumeration] | Accounting Standards Update 2020-06 | |||||||||||
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 | (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 | |||||
Beginning balance (in shares) at Dec. 31, 2021 | 61,633 | 4,000 | ||||||||||
Beginning balance at Dec. 31, 2021 | 3,965,191 | (206,050) | $ 6 | $ 55 | 472 | 3,534,792 | (333,524) | (400,360) | 830,226 | 127,474 | ||
Increase (Decrease) in Shareholders' Equity [Roll Forward] | ||||||||||||
Issuance of ordinary shares in conjunction with exercise of share options (in shares) | 207 | |||||||||||
Issuance of ordinary shares in conjunction with exercise of share options | 21,729 | 21,729 | ||||||||||
Issuance of ordinary shares in conjunction with vesting of restricted stock units (in shares) | 404 | |||||||||||
Shares withheld for payment of employee's withholding tax liability | (33,776) | (33,776) | ||||||||||
Share-based compensation | 50,106 | 50,106 | ||||||||||
Other comprehensive loss | (190,360) | (190,360) | ||||||||||
Net income (loss) | 1,647 | 1,647 | ||||||||||
Ending balance (in shares) at Mar. 31, 2022 | 62,244 | 4,000 | ||||||||||
Ending balance at Mar. 31, 2022 | 3,608,487 | $ 6 | $ 55 | 472 | 3,239,327 | (590,720) | 959,347 | |||||
Beginning balance (in shares) at Dec. 31, 2021 | 61,633 | 4,000 | ||||||||||
Beginning balance at Dec. 31, 2021 | 3,965,191 | $ (206,050) | $ 6 | $ 55 | 472 | 3,534,792 | $ (333,524) | (400,360) | 830,226 | $ 127,474 | ||
Increase (Decrease) in Shareholders' Equity [Roll Forward] | ||||||||||||
Other comprehensive loss | (705,669) | |||||||||||
Net income (loss) | 36,312 | |||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 62,623 | 4,000 | ||||||||||
Ending balance at Jun. 30, 2022 | 3,200,781 | $ 6 | $ 55 | 472 | 3,312,319 | (1,106,029) | 993,958 | |||||
Beginning balance (in shares) at Mar. 31, 2022 | 62,244 | 4,000 | ||||||||||
Beginning balance at Mar. 31, 2022 | 3,608,487 | $ 6 | $ 55 | 472 | 3,239,327 | (590,720) | 959,347 | |||||
Increase (Decrease) in Shareholders' Equity [Roll Forward] | ||||||||||||
Issuance of ordinary shares in conjunction with exercise of share options (in shares) | 194 | |||||||||||
Issuance of ordinary shares in conjunction with exercise of share options | 16,640 | 16,640 | ||||||||||
Issuance of ordinary shares under employee stock purchase plan (in shares) | 81 | |||||||||||
Issuance of ordinary shares under employee stock purchase plan | 8,234 | 8,234 | ||||||||||
Issuance of ordinary shares in conjunction with vesting of restricted stock units (in shares) | 104 | |||||||||||
Shares withheld for payment of employee's withholding tax liability | (6,289) | (6,289) | ||||||||||
Share-based compensation | 54,407 | 54,407 | ||||||||||
Shares repurchased (in shares) | 0 | |||||||||||
Shares repurchased | (54) | (54) | ||||||||||
Other comprehensive loss | (515,309) | (515,309) | ||||||||||
Net income (loss) | 34,665 | 34,665 | ||||||||||
Ending balance (in shares) at Jun. 30, 2022 | 62,623 | 4,000 | ||||||||||
Ending balance at Jun. 30, 2022 | $ 3,200,781 | $ 6 | $ 55 | $ 472 | $ 3,312,319 | $ (1,106,029) | $ 993,958 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Operating activities | ||
Net income (loss) | $ 36,312 | $ (241,484) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Intangible asset amortization | 320,550 | 208,672 |
Acquisition accounting inventory fair value step-up adjustment | 132,225 | 65,991 |
Share-based compensation | 103,757 | 82,648 |
Deferred tax expense (benefit) | (82,315) | 171,587 |
Acquired in-process research and development | 69,148 | 0 |
Loss on disposal of a business | 40,814 | 0 |
Non-cash interest expense | 17,740 | 38,010 |
Depreciation | 15,364 | 11,614 |
Provision for losses on accounts receivable and inventory | 6,150 | 8,742 |
Other non-cash transactions | (29,095) | 2,983 |
Changes in assets and liabilities: | ||
Accounts receivable | (34,231) | (34,838) |
Inventories | (41,929) | (29,402) |
Prepaid expenses and other current assets | 22,654 | (21,351) |
Operating lease assets | 6,939 | 7,893 |
Other non-current assets | (329) | (173) |
Accounts payable | (24,771) | 19,309 |
Accrued liabilities | (44,430) | 56,688 |
Income taxes payable | (4,468) | (21,839) |
Deferred revenue | (1,047) | (911) |
Operating lease liabilities, less current portion | (8,085) | (8,790) |
Other non-current liabilities | 11,062 | 11,343 |
Net cash provided by operating activities | 512,015 | 326,692 |
Investing activities | ||
Proceeds from sale of a business | 53,000 | 0 |
Purchases of property, plant and equipment | (24,570) | (9,346) |
Acquisition of intangible assets | (25,000) | 0 |
Acquisition of investments | (60,736) | (26,100) |
Acquired in-process research and development | (69,148) | 0 |
Proceeds from maturity of investments | 0 | 1,095,000 |
Acquisition of a business, net of cash acquired | 0 | (6,234,792) |
Net cash used in investing activities | (126,454) | (5,175,238) |
Financing activities | ||
Proceeds from employee equity incentive and purchase plans | 46,603 | 102,289 |
Share repurchases | (54) | 0 |
Payment of employee withholding taxes related to share-based awards | (40,065) | (27,172) |
Repayments of long-term debt | (266,518) | (584,268) |
Net proceeds from issuance of borrowings under credit agreement | 0 | 3,719,930 |
Net proceeds from issuance of Senior Secured Notes, due 2029 | 0 | 1,471,533 |
Net cash (used in) provided by financing activities | (260,034) | 4,682,312 |
Effect of exchange rates on cash and cash equivalents | (5,710) | (135) |
Net increase (decrease) in cash and cash equivalents | 119,817 | (166,369) |
Cash and cash equivalents, at beginning of period | 591,448 | 1,057,769 |
Cash and cash equivalents, at end of period | $ 711,265 | $ 891,400 |
The Company and Summary of Sign
The Company and Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
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 strive to identify 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 approved by the U.S. Food and Drug Administration, or FDA, in July 2020 and launched in the U.S. in November 2020 for the treatment of cataplexy or excessive daytime sleepiness, or EDS, in patients with narcolepsy aged seven years of age and older, and also approved by FDA in August 2021 for the treatment of idiopathic hypersomnia, or IH, in adults and launched in the U.S. in November 2021. Xywav contains 92% less sodium than Xyrem®; • Xyrem® (sodium oxybate) oral solution , a product approved by FDA and distributed in the U.S. for the treatment of cataplexy or EDS in patients seven years of age and older with narcolepsy; Jazz also markets Xyrem in Canada for the treatment of cataplexy in patients with narcolepsy. Xyrem is also approved and distributed in the EU, Great Britain and other markets through a licensing agreement; • Epidiolex® (cannabidiol) oral solution , a product approved by FDA and launched in the U.S. in 2018 by GW Pharmaceuticals plc, or GW, and currently indicated for the treatment of seizures associated with Lennox-Gastaut syndrome, or LGS, Dravet syndrome, or DS, or tuberous sclerosis complex, or TSC, in patients one year of age or older; in the EU (where it is marketed as Epidyolex®) and other markets, it is approved for adjunctive treatment of seizures associated with LGS or DS, in conjunction with clobazam (EU and Great Britain only), in patients 2 years of age and older and for adjunctive treatment of seizures associated with TSC in patients 2 years of age and older; and • Sativex® (nabiximols) oral solution , a product approved and marketed in more than 29 markets outside the U.S. 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. Nabiximols is investigational and currently not approved for any indication in the U.S. Oncology • Zepzelca® (lurbinectedin) , a product approved by FDA in June 2020 under FDA's accelerated approval pathway 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 received conditional approval 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 to E. coli -derived asparaginase; • Vyxeos® (daunorubicin and cytarabine) liposome for injection , a product approved in the U.S., Canada, EU, Great Britain, Switzerland, Israel and Australia (marketed as Vyxeos® liposomal in the EU, Great Britain, Switzerland and Israel) for the treatment of adults with newly-diagnosed therapy-related acute myeloid leukemia, or t-AML, or AML with myelodysplasia-related changes (AML-MRC). An expanded indication was granted in the U.S. for the treatment of newly diagnosed t-AML or AML-MRC in pediatric patients aged 1 year and older; and • Defitelio® (defibrotide sodium) , a product approved in the U.S. and Brazil for the treatment of hepatic veno-occlusive disease, or VOD, with renal or pulmonary dysfunction following hematopoietic stem cell transplantation, or HSCT, and in Japan for the treatment of hepatic sinusoidal obstruction syndrome (hepatic veno-occlusive disease). It is currently approved in the EU, Great Britain and other markets for the treatment of severe hepatic VOD, also known as sinusoidal obstructive syndrome, or SOS, in HSCT therapy. It is indicated in adults and pediatric patients over 1 month of age. Throughout this Quarterly Report on Form 10-Q, 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 Quarterly Report on Form 10-Q, 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, 2021. 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 six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022, 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, 2021, 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. 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 August 2020, the Financial Accounting Standards Board, or 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”, or ASU 2020-06. ASU 2020-06 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. The Company adopted ASU 2020-06 on January 1, 2022, on a modified retrospective basis. This impacted the accounting for 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, collectively known as the Exchangeable Senior Notes. As a result of the adoption of ASU 2020-06, the Exchangeable Senior Notes are now accounted for entirely as liabilities measured at amortized cost. ASU 2020-06 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. The adoption of ASU 2020-06 resulted in the following adjustments to the condensed consolidated balance sheet (in thousands): Balance Sheet Item: December 31, 2021 Adoption of ASU 2020-06 January 1, 2022 Deferred tax assets, net $ 311,103 $ 109 $ 311,212 Long-term debt, less current portion 6,018,943 206,159 6,225,102 Retained earnings 830,226 127,474 957,700 Additional paid-in capital 3,534,792 (333,524) 3,201,268 Interest expense on the Exchangeable Senior Notes will be lower as a result of adoption of this guidance. During the three and six months ended June 30, 2022 the effect of adoption reduced interest expense, net and increased net income by approximately $12 million and $24 million, respectively, and increased basic and diluted EPS by approximately $0.19 per share and $0.38 per share, respectively. The Exchangeable Senior Notes were determined to be anti-dilutive for the three and six months ended June 30, 2022. The adoption of ASU 2020-06 did not impact our cash flows or compliance with debt covenants. 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 varied manner due to the emergence of variants with increased transmissibility, even in vaccinated people, including with respect to limited access to health care provider offices and institutions and the willingness of patients or parents of patients to seek treatment. We believe these dynamics have negatively impacted new patient starts in the U.S. and Europe. 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. However, we have begun to observe, and expect to continue to observe, a gradual normalization in patient and health care provider practices, as providers and patients have adapted their behaviors and procedures to the evolving circumstances and as COVID-19 vaccines continue to be administered. 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. 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. 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 IH in adults and adoption in that indication; competition from the near-term 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 and Xyrem; increased rebates required to maintain access to our products; challenges to our intellectual property around Xywav and/or Xyrem, including pending antitrust and intellectual property litigation; and continued acceptance of Xywav and Xyrem by physicians and patients . In addition to risks related specifically to Xywav and Xyrem, we are subject to other challenges and risks related to successfully commercializing a portfolio of oncology products and other neuroscience products, 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 Epidiolex, Zepzelca and Rylaze; 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, action by the U.S. Drug Enforcement Administration, or DEA, 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 May 2021, we acquired GW. The total consideration paid by us for the entire issued share capital of GW was $7.2 billion. We refer to the acquisition of GW as the GW Acquisition. The success of the GW Acquisition will depend, in part, on our ability to realize the anticipated benefits from our and GW's historical businesses. 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. 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 June 30, 2022, we had foreign exchange forward contracts with notional amounts totaling $667.0 million. As of June 30, 2022, the outstanding foreign exchange forward contracts had a net liability fair value of $20.3 million. 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 June 30, 2022 and December 31, 2021, allowances on receivables were not material. As of June 30, 2022, three customers accounted for 74% of gross accounts receivable, Express Scripts Specialty Distribution Services, Inc. and its affiliates, or ESSDS, which accounted for 54% of gross accounts receivable, McKesson Corporation and affiliates, or McKesson, which accounted for 10% of gross accounts receivable, and Cardinal Health, Inc., or Cardinal, which accounted for 10% of gross accounts receivable. As of December 31, 2021, three customers accounted for 74% of gross accounts receivable, ESSDS, which accounted for 52% of gross accounts receivable, McKesson, which accounted for 12% of gross accounts receivable, and Cardinal, which accounted for 10% 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 October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers”, which requires entities to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 2014-09, “Revenue from Contracts with Customers (Topic 606)”. The update will generally result in an entity recognizing contract assets and contract liabilities at amounts consistent with those recorded by the acquiree immediately before the acquisition date rather than at fair value. The new standard is effective on a prospective basis for fiscal years beginning after December 15, 2022, with early adoption permitted. The new guidance is not expected to have a material impact on our results of operations, financial position, or cash flows. |
Disposition and License Agreeme
Disposition and License Agreements | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Disposition and License Agreements | Disposition and License Agreements Sunosi U.S. Disposition In March 2022, we entered into a definitive agreement to divest Sunosi to Axsome Therapeutics, or Axsome. In May 2022, we completed the U.S. divestiture of Sunosi and expect to complete the ex-U.S. divestiture later this year. Under the terms of the sale agreement, Axsome received the rights to Sunosi in all of the existing territories available to us. We received an upfront payment of $53.0 million, and have the right to receive a high single-digit royalty on Axsome’s U.S. net sales of Sunosi in current indications and a mid-single-digit royalty on Axsome’s U.S. net sales of Sunosi in future indications. Upon closing, we recognized a loss on disposal of $40.8 million within selling, general and administrative expenses in our condensed consolidated statements of income (loss) for the three and six months ended June 30, 2022. We are accounting for the contingent consideration in the form of the future royalty as it is earned. We determined that the disposal of Sunosi does not qualify for reporting as a discontinued operation since it does not represent a strategic shift that has or will have a major effect on our operations and financial results. License Agreements In the second quarter of 2022, we entered into a licensing agreement with Werewolf Therapeutics, Inc., or Werewolf, to acquire exclusive global development and commercialization rights to Werewolf's investigational WTX-613, now referred to as JZP898. JZP898 is a differentiated, conditionally-activated interferon alpha (IFNα) INDUKINE™ molecule. Under the terms of the agreement, we made an upfront payment of $15.0 million to Werewolf, which was recorded as acquired in-process research and development, or IPR&D, expense in our condensed consolidated statements of income (loss) for the three and six months ended June 30, 2022. Werewolf is eligible to receive development, regulatory and commercial milestone payments of up to $1.26 billion and, if JZP898 is approved, a tiered, mid-single-digit percentage royalty on net sales of JZP898. In the second quarter of 2022, we entered into a licensing agreement with Sumitomo Pharma Co., Ltd, or Sumitomo, to acquire exclusive development and commercialization rights in the U.S., Europe and other territories for DSP-0187, now referred to as JZP441. JZP441 is a potent, highly selective oral orexin-2 receptor agonist with potential application for the treatment of narcolepsy, IH and other sleep disorders. Under the terms of the agreement, we made an upfront payment of $50.0 million to Sumitomo, which was recorded as acquired IPR&D expense in our condensed consolidated statements of income (loss) for the three and six months ended June 30, 2022. Sumitomo is eligible to receive development, regulatory and commercial milestone payments of up to $1.09 billion and, if JZP441 is approved, a tiered, low double-digit royalty on Jazz's net sales of JZP441. |
Cash and Available-for-Sale Sec
Cash and Available-for-Sale Securities | 6 Months Ended |
Jun. 30, 2022 | |
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): June 30, 2022 Amortized Gross Gross Estimated Cash and Investments Cash $ 380,328 $ — $ — $ 380,328 $ 380,328 $ — Time deposits 100,000 — — 100,000 40,000 60,000 Money market funds 290,937 — — 290,937 290,937 — Totals $ 771,265 $ — $ — $ 771,265 $ 711,265 $ 60,000 December 31, 2021 Amortized Gross Gross Estimated Cash and Investments Cash $ 510,747 $ — $ — $ 510,747 $ 510,747 $ — Money market funds 80,701 — — 80,701 80,701 — Totals $ 591,448 $ — $ — $ 591,448 $ 591,448 $ — Cash equivalents and investments are considered available-for-sale securities. We use the specific-identification method for calculating realized gains and losses on securities sold and include them in interest expense, net in the condensed consolidated statements of income (loss). Our investment balances represent time deposits with original maturities of greater than three months and less than one year. Interest income from available-for-sale securities was $0.7 million and $0.9 million |
Fair Value Measurement
Fair Value Measurement | 6 Months Ended |
Jun. 30, 2022 | |
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 June 30, 2022 and December 31, 2021 that were measured at fair value on a recurring basis and were categorized using the fair value hierarchy (in thousands): June 30, 2022 December 31, 2021 Quoted Significant Total Quoted Significant Total Assets: Available-for-sale securities: Money market funds $ 290,937 $ — $ 290,937 $ 80,701 $ — $ 80,701 Time deposits — 100,000 100,000 — — — Foreign exchange forward contracts — 3,756 3,756 — 580 580 Totals $ 290,937 $ 103,756 $ 394,693 $ 80,701 $ 580 $ 81,281 Liabilities: Cross-currency interest rate contracts $ — $ — $ — $ — $ 15,232 $ 15,232 Foreign exchange forward contracts — 24,033 24,033 — 3,187 3,187 Totals $ — $ 24,033 $ 24,033 $ — $ 18,419 $ 18,419 As of June 30, 2022, 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 foreign exchange derivatives that are measured at fair value using observable market inputs such as forward rates and based on these inputs, the derivative assets and liabilities are classified within Level 2 of the fair value hierarchy. The cross-currency interest rate swap contract matured on March 31, 2022. There were no transfers between the different levels of the fair value hierarchy in 2022 or 2021. As of June 30, 2022, the carrying amount of investments measured using the measurement alternative for equity investments without a readily determinable fair value was $5.5 million. The carrying amount, which is recorded within other non-current assets, is based on the latest observable transaction price. |
Derivative Instruments and Hedg
Derivative Instruments and Hedging Activities | 6 Months Ended |
Jun. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities | 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 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 seven-year €625.0 million term loan B facility, or the Euro Term Loan, we entered into a cross-currency interest rate swap contract in May 2021, which matured on March 31, 2022. The terms of this contract converted the principal repayments and interest payments on the Euro Term Loan into U.S. dollars. The carrying amount of the Euro Term Loan and the fair value of the cross-currency interest rate swap contract were remeasured on a monthly basis, 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 was as follows (in thousands): Three Months Ended Six Months Ended Cross-Currency Interest Rate Contract: 2022 2021 2022 2021 Loss recognized in accumulated other comprehensive income (loss), net of tax $ — $ (375) $ — $ (375) Loss reclassified from accumulated other comprehensive income (loss) to foreign exchange gain (loss), net of tax — — 128 — Loss recognized in foreign exchange gain (loss) — (12,365) (2,646) (12,365) 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 June 30, 2022 and December 31, 2021, the notional amount of foreign exchange contracts where hedge accounting is not applied was $667.0 million and $347.2 million, respectively. The foreign exchange gain (losses) 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 Six Months Ended Foreign Exchange Forward Contracts: 2022 2021 2022 2021 Gain (loss) recognized in foreign exchange gain (loss) $ (34,180) $ 3,017 $ (55,205) $ (10,033) The cash flow effects of our derivative contracts for the six months ended June 30, 2022 and 2021 are included within net cash provided by operating activities in the condensed consolidated statements of cash flows, except for the settlement of notional amounts of the cross-currency interest rate contract, which are included in net cash provided by (used in) financing activities. 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 six months ended June 30, 2021 was as follows (in thousands): Interest Rate Contracts: Three Months Ended Six Months Ended Gain (loss) recognized in accumulated other comprehensive income (loss), net of tax $ 2 $ (14) Gain reclassified from accumulated other comprehensive income (loss) to interest expense, net of tax 1,169 2,329 The following tables summarize the fair value of outstanding derivatives (in thousands): Classification June 30, December 31, Assets Derivatives not designated as hedging instruments: Foreign exchange forward contracts Other current assets $ 3,756 $ 580 Liabilities Derivatives not designated as hedging instruments: Foreign exchange forward contracts Accrued liabilities $ 24,033 $ 3,187 Derivatives designated as hedging instruments: Cross-currency interest rate contract Accrued liabilities — 15,232 Total fair value of derivative liability instruments $ 24,033 $ 18,419 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 cross-currency interest rate contracts and foreign exchange forward contracts subject to such provisions (in thousands): June 30, 2022 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 $ 3,756 $ — $ 3,756 $ (3,756) $ — $ — Derivative liabilities (24,033) — (24,033) 3,756 — (20,277) December 31, 2021 Gross Amounts of Recognized Assets/ Liabilities Gross Amounts Offset in the Consolidated Balance Sheet Net Amounts of Assets/ Liabilities Presented in the Consolidated Balance Sheet Gross Amounts Not Offset in the Consolidated Balance Sheet Description Derivative Financial Instruments Cash Collateral Received (Pledged) Net Amount Derivative assets $ 580 $ — $ 580 $ (567) $ — $ 13 Derivative liabilities (18,419) — (18,419) 567 — (17,852) |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consisted of the following (in thousands): June 30, December 31, Raw materials $ 26,802 $ 21,550 Work in process 646,647 886,849 Finished goods 188,256 164,322 Total inventories $ 861,705 $ 1,072,721 As of June 30, 2022 and December 31, 2021 inventories included $606.0 million and $811.3 million, respectively, 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 | 6 Months Ended |
Jun. 30, 2022 | |
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, 2021 $ 1,827,609 Goodwill allocated to divestiture of Sunosi (1) (12,927) Foreign exchange (127,034) Balance at June 30, 2022 $ 1,687,648 ________________________ (1) See Note 2 for further information relating to this divestiture. The gross carrying amounts and net book values of our intangible assets were as follows (in thousands): June 30, 2022 December 31, 2021 Remaining Gross Accumulated Net Book Gross Accumulated Net Book Acquired developed technologies 10.9 $ 7,506,501 $ (1,407,709) $ 6,098,792 $ 8,195,675 $ (1,198,333) $ 6,997,342 Manufacturing contracts — 11,119 (11,119) — 12,124 (12,124) — Trademarks — 2,868 (2,868) — 2,893 (2,893) — Total finite-lived intangible assets 7,520,488 (1,421,696) 6,098,792 8,210,692 (1,213,350) 6,997,342 Acquired in-process research and development assets 139,167 — 139,167 154,986 — 154,986 Total intangible assets $ 7,659,655 $ (1,421,696) $ 6,237,959 $ 8,365,678 $ (1,213,350) $ 7,152,328 The decrease in the gross carrying amount of intangible assets as of June 30, 2022 compared to December 31, 2021 primarily reflects the sale of the Sunosi acquired developed technology asset to Axsome 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 June 30, 2022, 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 2022 (remainder) $ 285,275 2023 570,550 2024 570,550 2025 570,550 2026 570,550 Thereafter 3,531,317 Total $ 6,098,792 |
Certain Balance Sheet Items
Certain Balance Sheet Items | 6 Months Ended |
Jun. 30, 2022 | |
Certain Balance Sheet Items [Abstract] | |
Certain Balance Sheet Items | Certain Balance Sheet Items Property, plant and equipment consisted of the following (in thousands): June 30, December 31, Construction-in-progress $ 79,599 $ 86,511 Manufacturing equipment and machinery 70,572 69,079 Leasehold improvements 62,956 66,318 Land and buildings 62,169 64,008 Computer software 30,933 25,646 Computer equipment 19,750 16,234 Furniture and fixtures 10,226 14,412 Subtotal 336,205 342,208 Less accumulated depreciation and amortization (96,682) (85,371) Property, plant and equipment, net $ 239,523 $ 256,837 Other current assets consisted of the following (in thousands): June 30, December 31, Deferred charge for income taxes on intercompany profit $ 204,949 $ 203,480 Other 50,576 48,912 Total other current assets $ 255,525 $ 252,392 Accrued liabilities consisted of the following (in thousands): June 30, December 31, Rebates and other sales deductions $ 261,199 $ 215,397 Employee compensation and benefits 94,646 158,870 Accrued interest 34,992 48,640 Clinical trial accruals 25,380 25,612 Derivative instrument liabilities 24,033 18,419 Consulting and professional services 19,784 22,507 Accrued royalties 19,295 20,345 Sales return reserve 18,708 15,814 Current portion of lease liabilities 15,499 15,763 Selling and marketing accruals 13,121 21,566 Inventory-related accruals 7,542 16,166 Accrued milestones 5,000 25,000 Accrued construction-in-progress 4,361 2,894 Other 49,647 59,311 Total accrued liabilities $ 593,207 $ 666,304 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following table summarizes the carrying amount of our indebtedness (in thousands): June 30, December 31, 2024 Notes $ 575,000 $ 575,000 Unamortized - debt issuance costs (3,616) (4,401) Unamortized discount - equity component — (66,836) 2024 Notes, net 571,384 503,763 2026 Notes 1,000,000 1,000,000 Unamortized - debt issuance costs (10,268) (11,407) Unamortized discount - equity component — (139,323) 2026 Notes, net 989,732 849,270 Secured Notes 1,475,073 1,473,810 Term Loan (1) 2,984,809 3,223,100 Total debt 6,020,998 6,049,943 Less current portion 31,000 31,000 Total long-term debt $ 5,989,998 $ 6,018,943 ________________________ (1) In May 2021, we entered into a credit agreement that provided for (i) the Dollar Term Loan, (ii) the Euro Term Loan, together with the Dollar Term Loan, collectively known as the Term Loan and (iii) a five-year $500.0 million revolving credit facility. In 2021, we made voluntary prepayments on the Euro Term Loan totaling €416.7 million, or $502.0 million, and in March 2022 we repaid the remaining outstanding principal of €208.3 million, or $251.0 million. Exchangeable Senior Notes Due 2026 In 2020, we completed a private placement of $1.0 billion principal amount of the 2026 Notes. Interest on the 2026 Notes is payable semi-annually in cash in arrears on June 15 and December 15 of each year, beginning on December 15, 2020, at a rate of 2.00% per year. In certain circumstances, we may be required to pay additional amounts as a result of any applicable tax withholding or deductions required in respect of payments on the 2026 Notes. The 2026 Notes mature on June 15, 2026, unless earlier exchanged, repurchased or redeemed. The holders of the 2026 Notes have the ability to require us to repurchase all or a portion of their 2026 Notes for cash in the event we undergo certain fundamental changes, such as specified change of control transactions, our liquidation or dissolution or the delisting of our ordinary shares from any of The New York Stock Exchange, The Nasdaq Global Market, The Nasdaq Global Select Market or The Nasdaq Capital Market (or any of their respective successors). Additionally, the terms and covenants in the indenture related to the 2026 Notes include certain events of default after which the 2026 Notes may be due and payable immediately. Prior to June 15, 2026, we may redeem the 2026 Notes, in whole but not in part, subject to compliance with certain conditions, if we have, or on the next interest payment date would, become obligated to pay to the holder of any 2026 Notes additional amounts as a result of certain tax-related events. We also may redeem the 2026 Notes on or after June 20, 2023 and prior to March 15, 2026, in whole or in part, if the last reported sale price per ordinary share has been at least 130% of the exchange price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which we provide the notice of redemption. The 2026 Notes are exchangeable at an initial exchange rate of 6.4182 ordinary shares per $1,000 principal amount of 2026 Notes, which is equivalent to an initial exchange price of approximately $155.81 per ordinary share. Upon exchange, the 2026 Notes may be settled in cash, ordinary shares or a combination of cash and ordinary shares, at our election. Our intent and policy is to settle the principal amount of the 2026 Notes in cash upon exchange. The exchange rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain make-whole fundamental changes occurring prior to the maturity date of the 2026 Notes or upon our issuance of a notice of redemption, we will in certain circumstances increase the exchange rate for holders of the 2026 Notes who elect to exchange their 2026 Notes in connection with that make-whole fundamental change or during the related redemption period. Prior to March 15, 2026, the 2026 Notes will be exchangeable only upon satisfaction of certain conditions and during certain periods, and thereafter, at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. Following the adoption of ASU 2020-06, the 2026 Notes are accounted for as a single liability measured at its amortized cost. The total liability is reflected net of issuance costs of $15.3 million which will be amortized over the term of the 2026 Notes. The effective interest rate of the 2026 Notes is 2.26%. During the three and six months ended June 30, 2022, we recognized interest expense of $5.6 million and $11.1 million, respectively, of which $5.0 million and $10.0 million, related to the contractual coupon rate and $0.6 million and $1.1 million, related to the amortization of debt issuance costs. Please see Note 1 for further information on the adoption of ASU 2020-06. Exchangeable Senior Notes Due 2024 In 2017, we completed a private placement of $575.0 million principal amount of 2024 Notes. Interest on the 2024 Notes is payable semi-annually in cash in arrears on February 15 and August 15 of each year, beginning on February 15, 2018, at a rate of 1.50% per year. In certain circumstances, we may be required to pay additional amounts as a result of any applicable tax withholding or deductions required in respect of payments on the 2024 Notes. The 2024 Notes mature on August 15, 2024, unless earlier exchanged, repurchased or redeemed. The holders of the 2024 Notes have the ability to require us to repurchase all or a portion of their 2024 Notes for cash in the event we undergo certain fundamental changes, such as specified change of control transactions, our liquidation or dissolution or the delisting of our ordinary shares from The Nasdaq Global Select Market. Prior to August 15, 2024, we may redeem the 2024 Notes, in whole but not in part, subject to compliance with certain conditions, if we have, or on the next interest payment date would, become obligated to pay to the holder of any 2024 Notes additional amounts as a result of certain tax-related events. We also may redeem the 2024 Notes on or after August 20, 2021, in whole or in part, if the last reported sale price per ordinary share has been at least 130% of the exchange price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which we provide the notice of redemption. The 2024 Notes are exchangeable at an initial exchange rate of 4.5659 ordinary shares per $1,000 principal amount of 2024 Notes, which is equivalent to an initial exchange price of approximately $219.02 per ordinary share. Upon exchange, the 2024 Notes may be settled in cash, ordinary shares or a combination of cash and ordinary shares, at our election. Our intent and policy is to settle the principal amount of the 2024 Notes in cash upon exchange. The exchange rate will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain make-whole fundamental changes occurring prior to the maturity date of the 2024 Notes or upon our issuance of a notice of redemption, we will in certain circumstances increase the exchange rate for holders of the 2024 Notes who elect to exchange their 2024 Notes in connection with that make-whole fundamental change or during the related redemption period. Prior to May 15, 2024, the 2024 Notes will be exchangeable only upon satisfaction of certain conditions and during certain periods, and thereafter, at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. Following adoption of ASU 2020-06, the 2024 Notes are accounted for as a single liability measured at its amortized cost. The total liability is reflected net of issuance costs of $11.4 million which will be amortized over the term of the 2024 Notes. The effective interest rate of the 2024 Notes is 1.79%. During the three and six months ended June 30, 2022, we recognized interest expense of $2.5 million and $5.0 million, respectively, of which $2.1 million and $4.2 million related to the contractual coupon rate and $0.4 million and $0.8 million, related to the amortization of debt issuance costs. Please see Note 1 for further information on the adoption of ASU 2020-06. The Exchangeable Senior Notes were issued by Jazz Investments I Limited, or the Issuer, a 100%-owned finance subsidiary of Jazz Pharmaceuticals plc. The Exchangeable Senior Notes are senior unsecured obligations of the Issuer and are fully and unconditionally guaranteed on a senior unsecured basis by Jazz Pharmaceuticals plc. No subsidiary of Jazz Pharmaceuticals plc guaranteed the Exchangeable Senior Notes. Subject to certain local law restrictions on payment of dividends, among other things, and potential negative tax consequences, we are not aware of any significant restrictions on the ability of Jazz Pharmaceuticals plc to obtain funds from the Issuer or Jazz Pharmaceuticals plc’s other subsidiaries by dividend or loan, or any legal or economic restrictions on the ability of the Issuer or Jazz Pharmaceuticals plc’s other subsidiaries to transfer funds to Jazz Pharmaceuticals plc in the form of cash dividends, loans or advances. There is no assurance that in the future such restrictions will not be adopted. Maturities Scheduled maturities with respect to our long-term debt principal balances outstanding as of June 30, 2022 were as follows (in thousands): Year Ending December 31, Scheduled Long-Term Debt Maturities 2022 (remainder) $ 15,500 2023 31,000 2024 606,000 2025 31,000 2026 1,031,000 Thereafter 4,429,500 Total $ 6,144,000 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
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 June 30, 2022 and December 31, 2021. 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 June 30, 2022, we had $59.1 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 May 2022, a number of 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, 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 referred to as 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. 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. On February 17, 2022, Health Care Service Corporation 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. On May 9, 2022, Aetna Inc. filed a lawsuit in the Superior Court of California for the County of Alameda 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. A hearing on class certification in the consolidated multi-district litigation referenced above is scheduled for March 2023. A trial date will be set following a ruling on class certification. 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 of New York by James Farrell (hereinafter referred to as the Farrell Lawsuit) and an additional suit was filed in New York state court by Brian Levy (hereinafter referred to as the Levy Lawsuit). In addition to Jazz Pharmaceuticals plc, Jazz Pharmaceuticals U.K. 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 (hereinafter 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 patents. On November 10, 2021, we filed an additional patent infringement suit against Avadel in the United States District Court for the District of Delaware. The third 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 patents. On April 14, 2022, Avadel sued us in the United States District Court for the District of Delaware. Avadel’s new suit alleges that we misappropriated trade secrets related to Avadel’s once-nightly sodium oxybate development program and breached certain contracts between the parties. Avadel seeks monetary damages, an injunction preventing us from using Avadel’s confidential information, and an order directing the United States Patent and Trademark Office to modify the inventorship of one of our oxybate patents. On June 7, 2022 we received notice from Avadel that it had filed a "paragraph IV certification" regarding one patent listed in the Orange Book for Xyrem. 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. On July 15, 2022, we filed an additional lawsuit against Avadel asserting infringement of that patent. The suit alleges that the filing of Avadel’s application for approval of FT-218 is an act of infringement, and that Avadel’s product would infringe the patent if launched. The suit seeks an injunction to prevent Avadel from launching a product that would infringe the patent, and an award of damages if Avadel does launch an infringing product. On July 21, 2022, Avadel filed a lawsuit against FDA in the United States District Court for the District of Columbia, challenging FDA’s determination that Avadel was required to file a paragraph IV certification regarding one of our Orange Book listed patents. Avadel filed a motion for preliminary injunction, or in the alternative, summary judgment, seeking relief including a declaration that FDA’s decision requiring patent certification was unlawful, an order setting aside that decision, an injunction prohibiting FDA from requiring such certification as a precondition to approval of its application for FT-218, and an order requiring FDA to take final action on Avadel’s application for approval of FT-218 within 14 days of the Court’s ruling. On July 27, 2022, we filed a motion to intervene in that case, which the Court granted. 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. In July 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 term of the ‘632 patent. In November 2021, the Court issued a claim construction order. On February 23, 2022, the parties filed a Joint Motion and Stipulation to Enter Final Judgment in favor of GW. On February 25, 2022, the Court granted the parties’ motion and entered final judgment in favor of GW. Pursuant to the stipulation, Canopy filed a notice of appeal of the Court’s ruling on the disputed term in March 2022. 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. 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. In April 2022, we received notice from Lupin that it had filed a paragraph IV certification regarding a newly-issued patent listed in the Orange Book for Xywav. On May 11, 2022, we filed an additional lawsuit against Lupin in the United States District Court for the District of New Jersey alleging that by filing its ANDA, Lupin infringed the newly-issued patent related to a method of treatment when Xywav is administered concomitantly with certain other medications. The suit seeks a permanent injunction to prevent Lupin from introducing a generic version of Xywav that would infringe our patent. On June 22, 2022, the court consolidated the two lawsuits we filed against Lupin. No trial date has been set in the consolidated case. 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. In December 2021, GW filed an application contesting the jurisdiction of the Patents Court. On May 3, 2022, the Patents Court denied GW’s application. GW has filed papers with the Court of Appeal seeking leave to challenge the Patents Court’s decision. In January 2022, we filed a lawsuit against Otsuka in the Supreme Court of the State of New York, County of New York, seeking a declaration that Otsuka is not entitled to any royalties on sales of Epidiolex under the Research Collaboration and License Agreement. 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 | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Shareholders' Equity | Shareholders’ Equity Accumulated Other Comprehensive Loss The components of accumulated other comprehensive loss as of June 30, 2022 and December 31, 2021 were as follows (in thousands): Net Unrealized Foreign Total Balance at December 31, 2021 $ (128) $ (400,232) $ (400,360) Other comprehensive loss before reclassifications — (705,797) (705,797) Amounts reclassified from accumulated other comprehensive loss 128 — 128 Other comprehensive income (loss), net 128 (705,797) (705,669) Balance at June 30, 2022 $ — $ (1,106,029) $ (1,106,029) During the six months ended June 30, 2022, 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 | 6 Months Ended |
Jun. 30, 2022 | |
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 Six Months Ended 2022 2021 2022 2021 Numerator: Net income (loss) $ 34,665 $ (363,316) $ 36,312 $ (241,484) Denominator: Weighted-average ordinary shares used in per share calculations - basic 62,436 59,448 62,152 57,966 Dilutive effect of employee equity incentive and purchase plans 995 — 1,019 — Weighted-average ordinary shares used in per share calculations - diluted 63,431 59,448 63,171 57,966 Net income (loss) per ordinary share: Basic $ 0.56 $ (6.11) $ 0.58 $ (4.17) Diluted $ 0.55 $ (6.11) $ 0.57 $ (4.17) Potentially dilutive ordinary shares from our employee equity incentive and purchase plans 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 Performance-based restricted stock units, or PRSUs, and the assumed issuance of ordinary shares under our employee stock purchase plan, or ESPP. Potentially dilutive ordinary shares from the Exchangeable Senior Notes are determined by applying the if-converted method to the assumed issuance of ordinary shares upon exchange of the Exchangeable Senior Notes. The potential issue of ordinary shares upon exchange of the Exchangeable Senior Notes was anti-dilutive and had no impact on diluted net income per ordinary share for the three and six months ended June 30, 2022. 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 Six Months Ended 2022 2021 2022 2021 Exchangeable Senior Notes 9,044 10,139 9,044 10,139 Employee equity incentive and purchase plans 2,041 2,570 2,275 2,912 |
Revenues
Revenues | 6 Months Ended |
Jun. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenues | Revenues The following table presents a summary of total revenues (in thousands): Three Months Ended Six Months Ended 2022 2021 2022 2021 Xyrem $ 269,421 $ 334,182 $ 516,918 $ 669,732 Xywav 235,025 124,164 421,105 199,580 Total Oxybate 504,446 458,346 938,023 869,312 Epidiolex/Epidyolex 1 175,289 109,481 333,182 109,481 Sunosi 2 12,966 12,124 28,844 23,730 Sativex 1 4,142 1,961 8,884 1,961 Total Neuroscience 696,843 581,912 1,308,933 1,004,484 Zepzelca 68,285 55,924 127,623 110,258 Rylaze 72,954 — 127,174 — Vyxeos 33,890 31,453 67,647 64,608 Defitelio/defibrotide 54,696 48,096 104,185 97,715 Erwinaze/Erwinase — 28,314 — 69,382 Total Oncology 229,825 163,787 426,629 341,963 Other 1,632 2,641 2,575 5,424 Product sales, net 928,300 748,340 1,738,137 1,351,871 Royalties and contract revenues 4,578 3,471 8,462 7,521 Total revenues $ 932,878 $ 751,811 $ 1,746,599 $ 1,359,392 __________________________ 1. Net product sales for Epidiolex/Epidyolex and Sativex are included from the acquisition of GW on May 5, 2021. 2. Net product sales for Sunosi U.S. are included until the date of divestment to Axsome of May 9, 2022. The following table presents a summary of total revenues attributed to geographic sources (in thousands): Three Months Ended Six Months Ended 2022 2021 2022 2021 United States $ 858,340 $ 690,900 $ 1,598,923 $ 1,239,192 Europe 60,779 47,270 121,807 94,503 All other 13,759 13,641 25,869 25,697 Total revenues $ 932,878 $ 751,811 $ 1,746,599 $ 1,359,392 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 Six Months Ended 2022 2021 2022 2021 ESSDS 56 % 63 % 56 % 65 % McKesson 12 % 13 % 12 % 13 % Financing and payment Our payment terms vary by the type and location of our customer but payment is generally required in a term ranging from 30 to 45 days. Contract Liabilities - Deferred Revenue The deferred revenue balance as of June 30, 2022 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 $0.5 million and $1.0 million during the three and six months ended June 30, 2022, 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 six months ended June 30, 2022 (in thousands): Contract Liabilities Balance as of December 31, 2021 $ 2,556 Amount recognized within royalties and contract revenues (1,047) Balance as of June 30, 2022 $ 1,509 |
Share-Based Compensation
Share-Based Compensation | 6 Months Ended |
Jun. 30, 2022 | |
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 Six Months Ended 2022 2021 2022 2021 Selling, general and administrative $ 36,233 $ 34,333 $ 71,018 $ 58,179 Research and development 14,902 11,240 27,338 19,883 Cost of product sales 2,552 2,590 5,401 4,586 Total share-based compensation expense, pre-tax 53,687 48,163 103,757 82,648 Income tax benefit from share-based compensation expense (11,140) (8,178) (19,963) (14,931) Total share-based compensation expense, net of tax $ 42,547 $ 39,985 $ 83,794 $ 67,717 Share Options There were no share options granted in the three and six months ended June 30, 2022. 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 for the three and six months ended June 30, 2021: Three Months Ended Six Months Ended Shares underlying options granted (in thousands) 15 110 Grant date fair value $ 51.76 $ 51.39 Black-Scholes option pricing model assumption information: Volatility 35 % 37 % Expected term (years) 4.5 4.5 Range of risk-free rates 0.8 % 0.4-0.8% 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. There were no nominal strike price share options granted in the three and six months ended June 30, 2022. 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: Three and Six 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 Six Months Ended 2022 2021 2022 2021 RSUs granted (in thousands) 62 430 1,950 1,632 Grant date fair value $ 153.29 $ 170.55 $ 152.40 $ 170.05 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 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 and December 31, 2024, respectively. 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 total shareholder return, or 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: Three Months Ended Six Months Ended 2022 2021 2022 2021 PRSUs granted (in thousands) 4 224 285 224 Grant date fair value $ 174.69 $ 190.81 $ 179.12 $ 190.81 As the PRSUs granted in 2021 and 2022 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 recognized expense based on the probable number of awards that will ultimately vest. As of June 30, 2022, compensation cost not yet recognized related to unvested share options, RSUs and PRSUs was $23.1 million, $377.0 million and $50.4 million, respectively, which is expected to be recognized over a weighted-average period of 1.4 years, 3.0 years and 2.1 years, respectively. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Our income tax benefit was $16.1 million and $15.6 million for the three and six months ended June 30, 2022, respectively, compared to an income tax expense of $228.6 million and $246.6 million for the same periods in 2021. Our income tax expense for the three and six months ended June 30, 2021 included an expense of $251.4 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 rate in the U.K. following enactment of the U.K. Finance Act 2021. Excluding this impact, the increase in the income tax benefit resulted primarily from the mix of pre-tax income and losses incurred across tax jurisdictions. 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 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 2017. 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 2017 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 2018. Certain of our Luxembourg subsidiaries are currently under examination by the Luxembourg taxing authorities for the years ended December 31, 2017 and 2018. Certain of our German subsidiaries are currently under examination by the German taxing 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) | 6 Months Ended |
Jun. 30, 2022 | |
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, 2021. 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 six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022, 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, 2021, 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. 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 August 2020, the Financial Accounting Standards Board, or 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”, or ASU 2020-06. ASU 2020-06 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. The Company adopted ASU 2020-06 on January 1, 2022, on a modified retrospective basis. This impacted the accounting for 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, collectively known as the Exchangeable Senior Notes. As a result of the adoption of ASU 2020-06, the Exchangeable Senior Notes are now accounted for entirely as liabilities measured at amortized cost. ASU 2020-06 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. The adoption of ASU 2020-06 resulted in the following adjustments to the condensed consolidated balance sheet (in thousands): Balance Sheet Item: December 31, 2021 Adoption of ASU 2020-06 January 1, 2022 Deferred tax assets, net $ 311,103 $ 109 $ 311,212 Long-term debt, less current portion 6,018,943 206,159 6,225,102 Retained earnings 830,226 127,474 957,700 Additional paid-in capital 3,534,792 (333,524) 3,201,268 Interest expense on the Exchangeable Senior Notes will be lower as a result of adoption of this guidance. During the three and six months ended June 30, 2022 the effect of adoption reduced interest expense, net and increased net income by approximately $12 million and $24 million, respectively, and increased basic and diluted EPS by approximately $0.19 per share and $0.38 per share, respectively. The Exchangeable Senior Notes were determined to be anti-dilutive for the three and six months ended June 30, 2022. The adoption of ASU 2020-06 did not impact our cash flows or compliance with debt covenants. Recent Accounting Pronouncements In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers”, which requires entities to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with ASC 2014-09, “Revenue from Contracts with Customers (Topic 606)”. The update will generally result in an entity recognizing contract assets and contract liabilities at amounts consistent with those recorded by the acquiree immediately before the acquisition date rather than at fair value. The new standard is effective on a prospective basis for fiscal years beginning after December 15, 2022, with early adoption permitted. The new guidance is not expected to have a material impact on our results of operations, financial position, or cash flows. |
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 varied manner due to the emergence of variants with increased transmissibility, even in vaccinated people, including with respect to limited access to health care provider offices and institutions and the willingness of patients or parents of patients to seek treatment. We believe these dynamics have negatively impacted new patient starts in the U.S. and Europe. 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. However, we have begun to observe, and expect to continue to observe, a gradual normalization in patient and health care provider practices, as providers and patients have adapted their behaviors and procedures to the evolving circumstances and as COVID-19 vaccines continue to be administered. 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. 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. 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 IH in adults and adoption in that indication; competition from the near-term 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 and Xyrem; increased rebates required to maintain access to our products; challenges to our intellectual property around Xywav and/or Xyrem, including pending antitrust and intellectual property litigation; and continued acceptance of Xywav and Xyrem by physicians and patients . In addition to risks related specifically to Xywav and Xyrem, we are subject to other challenges and risks related to successfully commercializing a portfolio of oncology products and other neuroscience products, 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 Epidiolex, Zepzelca and Rylaze; 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, action by the U.S. Drug Enforcement Administration, or DEA, 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 May 2021, we acquired GW. The total consideration paid by us for the entire issued share capital of GW was $7.2 billion. We refer to the acquisition of GW as the GW Acquisition. The success of the GW Acquisition will depend, in part, on our ability to realize the anticipated benefits from our and GW's historical businesses. 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. |
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. |
The Company and Summary of Si_3
The Company and Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of ASU 2020-06 Adoption Impact on Condensed Balance Sheet | The adoption of ASU 2020-06 resulted in the following adjustments to the condensed consolidated balance sheet (in thousands): Balance Sheet Item: December 31, 2021 Adoption of ASU 2020-06 January 1, 2022 Deferred tax assets, net $ 311,103 $ 109 $ 311,212 Long-term debt, less current portion 6,018,943 206,159 6,225,102 Retained earnings 830,226 127,474 957,700 Additional paid-in capital 3,534,792 (333,524) 3,201,268 |
Cash and Available-for-Sale S_2
Cash and Available-for-Sale Securities - (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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): June 30, 2022 Amortized Gross Gross Estimated Cash and Investments Cash $ 380,328 $ — $ — $ 380,328 $ 380,328 $ — Time deposits 100,000 — — 100,000 40,000 60,000 Money market funds 290,937 — — 290,937 290,937 — Totals $ 771,265 $ — $ — $ 771,265 $ 711,265 $ 60,000 December 31, 2021 Amortized Gross Gross Estimated Cash and Investments Cash $ 510,747 $ — $ — $ 510,747 $ 510,747 $ — Money market funds 80,701 — — 80,701 80,701 — Totals $ 591,448 $ — $ — $ 591,448 $ 591,448 $ — |
Fair Value Measurement - (Table
Fair Value Measurement - (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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 June 30, 2022 and December 31, 2021 that were measured at fair value on a recurring basis and were categorized using the fair value hierarchy (in thousands): June 30, 2022 December 31, 2021 Quoted Significant Total Quoted Significant Total Assets: Available-for-sale securities: Money market funds $ 290,937 $ — $ 290,937 $ 80,701 $ — $ 80,701 Time deposits — 100,000 100,000 — — — Foreign exchange forward contracts — 3,756 3,756 — 580 580 Totals $ 290,937 $ 103,756 $ 394,693 $ 80,701 $ 580 $ 81,281 Liabilities: Cross-currency interest rate contracts $ — $ — $ — $ — $ 15,232 $ 15,232 Foreign exchange forward contracts — 24,033 24,033 — 3,187 3,187 Totals $ — $ 24,033 $ 24,033 $ — $ 18,419 $ 18,419 |
Derivative Instruments and He_2
Derivative Instruments and Hedging Activities - (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Other Comprehensive Income (Losses) on Derivative Instruments | The impact on accumulated other comprehensive income (loss) and earnings from the cross-currency interest rate swap contract was as follows (in thousands): Three Months Ended Six Months Ended Cross-Currency Interest Rate Contract: 2022 2021 2022 2021 Loss recognized in accumulated other comprehensive income (loss), net of tax $ — $ (375) $ — $ (375) Loss reclassified from accumulated other comprehensive income (loss) to foreign exchange gain (loss), net of tax — — 128 — Loss recognized in foreign exchange gain (loss) — (12,365) (2,646) (12,365) |
Schedule of Foreign Exchange Gain (Losses) of Outstanding Derivatives | The foreign exchange gain (losses) 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 Six Months Ended Foreign Exchange Forward Contracts: 2022 2021 2022 2021 Gain (loss) recognized in foreign exchange gain (loss) $ (34,180) $ 3,017 $ (55,205) $ (10,033) |
Schedule of Other Comprehensive Income (Losses) on Derivative Instruments | The impact on accumulated other comprehensive income (loss) and earnings from interest rate swap contracts for the three and six months ended June 30, 2021 was as follows (in thousands): Interest Rate Contracts: Three Months Ended Six Months Ended Gain (loss) recognized in accumulated other comprehensive income (loss), net of tax $ 2 $ (14) Gain reclassified from accumulated other comprehensive income (loss) to interest expense, net of tax 1,169 2,329 |
Schedule of the Fair Value of Outstanding Derivatives | The following tables summarize the fair value of outstanding derivatives (in thousands): Classification June 30, December 31, Assets Derivatives not designated as hedging instruments: Foreign exchange forward contracts Other current assets $ 3,756 $ 580 Liabilities Derivatives not designated as hedging instruments: Foreign exchange forward contracts Accrued liabilities $ 24,033 $ 3,187 Derivatives designated as hedging instruments: Cross-currency interest rate contract Accrued liabilities — 15,232 Total fair value of derivative liability instruments $ 24,033 $ 18,419 |
Schedule of Offsetting Assets | The following tables summarize the potential effect on our condensed consolidated balance sheets of offsetting our cross-currency interest rate contracts and foreign exchange forward contracts subject to such provisions (in thousands): June 30, 2022 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 $ 3,756 $ — $ 3,756 $ (3,756) $ — $ — Derivative liabilities (24,033) — (24,033) 3,756 — (20,277) December 31, 2021 Gross Amounts of Recognized Assets/ Liabilities Gross Amounts Offset in the Consolidated Balance Sheet Net Amounts of Assets/ Liabilities Presented in the Consolidated Balance Sheet Gross Amounts Not Offset in the Consolidated Balance Sheet Description Derivative Financial Instruments Cash Collateral Received (Pledged) Net Amount Derivative assets $ 580 $ — $ 580 $ (567) $ — $ 13 Derivative liabilities (18,419) — (18,419) 567 — (17,852) |
Schedule of Offsetting Liabilities | The following tables summarize the potential effect on our condensed consolidated balance sheets of offsetting our cross-currency interest rate contracts and foreign exchange forward contracts subject to such provisions (in thousands): June 30, 2022 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 $ 3,756 $ — $ 3,756 $ (3,756) $ — $ — Derivative liabilities (24,033) — (24,033) 3,756 — (20,277) December 31, 2021 Gross Amounts of Recognized Assets/ Liabilities Gross Amounts Offset in the Consolidated Balance Sheet Net Amounts of Assets/ Liabilities Presented in the Consolidated Balance Sheet Gross Amounts Not Offset in the Consolidated Balance Sheet Description Derivative Financial Instruments Cash Collateral Received (Pledged) Net Amount Derivative assets $ 580 $ — $ 580 $ (567) $ — $ 13 Derivative liabilities (18,419) — (18,419) 567 — (17,852) |
Inventories - (Tables)
Inventories - (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Components of Inventories | Inventories consisted of the following (in thousands): June 30, December 31, Raw materials $ 26,802 $ 21,550 Work in process 646,647 886,849 Finished goods 188,256 164,322 Total inventories $ 861,705 $ 1,072,721 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets - (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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, 2021 $ 1,827,609 Goodwill allocated to divestiture of Sunosi (1) (12,927) Foreign exchange (127,034) Balance at June 30, 2022 $ 1,687,648 ________________________ (1) See Note 2 for further information relating to this divestiture. |
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): June 30, 2022 December 31, 2021 Remaining Gross Accumulated Net Book Gross Accumulated Net Book Acquired developed technologies 10.9 $ 7,506,501 $ (1,407,709) $ 6,098,792 $ 8,195,675 $ (1,198,333) $ 6,997,342 Manufacturing contracts — 11,119 (11,119) — 12,124 (12,124) — Trademarks — 2,868 (2,868) — 2,893 (2,893) — Total finite-lived intangible assets 7,520,488 (1,421,696) 6,098,792 8,210,692 (1,213,350) 6,997,342 Acquired in-process research and development assets 139,167 — 139,167 154,986 — 154,986 Total intangible assets $ 7,659,655 $ (1,421,696) $ 6,237,959 $ 8,365,678 $ (1,213,350) $ 7,152,328 |
Schedule of Estimated Future Amortization Costs | Based on finite-lived intangible assets recorded as of June 30, 2022, 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 2022 (remainder) $ 285,275 2023 570,550 2024 570,550 2025 570,550 2026 570,550 Thereafter 3,531,317 Total $ 6,098,792 |
Certain Balance Sheet Items - (
Certain Balance Sheet Items - (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Certain Balance Sheet Items [Abstract] | |
Schedule of Property and Equipment | Property, plant and equipment consisted of the following (in thousands): June 30, December 31, Construction-in-progress $ 79,599 $ 86,511 Manufacturing equipment and machinery 70,572 69,079 Leasehold improvements 62,956 66,318 Land and buildings 62,169 64,008 Computer software 30,933 25,646 Computer equipment 19,750 16,234 Furniture and fixtures 10,226 14,412 Subtotal 336,205 342,208 Less accumulated depreciation and amortization (96,682) (85,371) Property, plant and equipment, net $ 239,523 $ 256,837 |
Schedule of Other Current Assets | Other current assets consisted of the following (in thousands): June 30, December 31, Deferred charge for income taxes on intercompany profit $ 204,949 $ 203,480 Other 50,576 48,912 Total other current assets $ 255,525 $ 252,392 |
Schedule of Accrued Liabilities | Accrued liabilities consisted of the following (in thousands): June 30, December 31, Rebates and other sales deductions $ 261,199 $ 215,397 Employee compensation and benefits 94,646 158,870 Accrued interest 34,992 48,640 Clinical trial accruals 25,380 25,612 Derivative instrument liabilities 24,033 18,419 Consulting and professional services 19,784 22,507 Accrued royalties 19,295 20,345 Sales return reserve 18,708 15,814 Current portion of lease liabilities 15,499 15,763 Selling and marketing accruals 13,121 21,566 Inventory-related accruals 7,542 16,166 Accrued milestones 5,000 25,000 Accrued construction-in-progress 4,361 2,894 Other 49,647 59,311 Total accrued liabilities $ 593,207 $ 666,304 |
Debt - (Tables)
Debt - (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | The following table summarizes the carrying amount of our indebtedness (in thousands): June 30, December 31, 2024 Notes $ 575,000 $ 575,000 Unamortized - debt issuance costs (3,616) (4,401) Unamortized discount - equity component — (66,836) 2024 Notes, net 571,384 503,763 2026 Notes 1,000,000 1,000,000 Unamortized - debt issuance costs (10,268) (11,407) Unamortized discount - equity component — (139,323) 2026 Notes, net 989,732 849,270 Secured Notes 1,475,073 1,473,810 Term Loan (1) 2,984,809 3,223,100 Total debt 6,020,998 6,049,943 Less current portion 31,000 31,000 Total long-term debt $ 5,989,998 $ 6,018,943 ________________________ (1) In May 2021, we entered |
Schedule of Maturities of Long-term Debt | Scheduled maturities with respect to our long-term debt principal balances outstanding as of June 30, 2022 were as follows (in thousands): Year Ending December 31, Scheduled Long-Term Debt Maturities 2022 (remainder) $ 15,500 2023 31,000 2024 606,000 2025 31,000 2026 1,031,000 Thereafter 4,429,500 Total $ 6,144,000 |
Shareholders' Equity - (Tables)
Shareholders' Equity - (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders' Equity Note [Abstract] | |
Components of Accumulated Other Comprehensive Loss | The components of accumulated other comprehensive loss as of June 30, 2022 and December 31, 2021 were as follows (in thousands): Net Unrealized Foreign Total Balance at December 31, 2021 $ (128) $ (400,232) $ (400,360) Other comprehensive loss before reclassifications — (705,797) (705,797) Amounts reclassified from accumulated other comprehensive loss 128 — 128 Other comprehensive income (loss), net 128 (705,797) (705,669) Balance at June 30, 2022 $ — $ (1,106,029) $ (1,106,029) |
Net Income (Loss) per Ordinar_2
Net Income (Loss) per Ordinary Share - (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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 Six Months Ended 2022 2021 2022 2021 Numerator: Net income (loss) $ 34,665 $ (363,316) $ 36,312 $ (241,484) Denominator: Weighted-average ordinary shares used in per share calculations - basic 62,436 59,448 62,152 57,966 Dilutive effect of employee equity incentive and purchase plans 995 — 1,019 — Weighted-average ordinary shares used in per share calculations - diluted 63,431 59,448 63,171 57,966 Net income (loss) per ordinary share: Basic $ 0.56 $ (6.11) $ 0.58 $ (4.17) Diluted $ 0.55 $ (6.11) $ 0.57 $ (4.17) |
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 Six Months Ended 2022 2021 2022 2021 Exchangeable Senior Notes 9,044 10,139 9,044 10,139 Employee equity incentive and purchase plans 2,041 2,570 2,275 2,912 |
Revenues - (Tables)
Revenues - (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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 Six Months Ended 2022 2021 2022 2021 Xyrem $ 269,421 $ 334,182 $ 516,918 $ 669,732 Xywav 235,025 124,164 421,105 199,580 Total Oxybate 504,446 458,346 938,023 869,312 Epidiolex/Epidyolex 1 175,289 109,481 333,182 109,481 Sunosi 2 12,966 12,124 28,844 23,730 Sativex 1 4,142 1,961 8,884 1,961 Total Neuroscience 696,843 581,912 1,308,933 1,004,484 Zepzelca 68,285 55,924 127,623 110,258 Rylaze 72,954 — 127,174 — Vyxeos 33,890 31,453 67,647 64,608 Defitelio/defibrotide 54,696 48,096 104,185 97,715 Erwinaze/Erwinase — 28,314 — 69,382 Total Oncology 229,825 163,787 426,629 341,963 Other 1,632 2,641 2,575 5,424 Product sales, net 928,300 748,340 1,738,137 1,351,871 Royalties and contract revenues 4,578 3,471 8,462 7,521 Total revenues $ 932,878 $ 751,811 $ 1,746,599 $ 1,359,392 __________________________ 1. Net product sales for Epidiolex/Epidyolex and Sativex are included from the acquisition of GW on May 5, 2021. 2. Net product sales for Sunosi U.S. are included until the date of divestment to Axsome of May 9, 2022. The following table presents a summary of total revenues attributed to geographic sources (in thousands): Three Months Ended Six Months Ended 2022 2021 2022 2021 United States $ 858,340 $ 690,900 $ 1,598,923 $ 1,239,192 Europe 60,779 47,270 121,807 94,503 All other 13,759 13,641 25,869 25,697 Total revenues $ 932,878 $ 751,811 $ 1,746,599 $ 1,359,392 |
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 Six Months Ended 2022 2021 2022 2021 ESSDS 56 % 63 % 56 % 65 % McKesson 12 % 13 % 12 % 13 % |
Summary of a Reconciliation in Contract Liabilities from Contracts with Customer | The following table presents a reconciliation of our beginning and ending balances in contract liabilities from contracts with customers for the six months ended June 30, 2022 (in thousands): Contract Liabilities Balance as of December 31, 2021 $ 2,556 Amount recognized within royalties and contract revenues (1,047) Balance as of June 30, 2022 $ 1,509 |
Share-Based Compensation - (Tab
Share-Based Compensation - (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
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 Six Months Ended 2022 2021 2022 2021 Selling, general and administrative $ 36,233 $ 34,333 $ 71,018 $ 58,179 Research and development 14,902 11,240 27,338 19,883 Cost of product sales 2,552 2,590 5,401 4,586 Total share-based compensation expense, pre-tax 53,687 48,163 103,757 82,648 Income tax benefit from share-based compensation expense (11,140) (8,178) (19,963) (14,931) Total share-based compensation expense, net of tax $ 42,547 $ 39,985 $ 83,794 $ 67,717 |
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 for the three and six months ended June 30, 2021: Three Months Ended Six Months Ended Shares underlying options granted (in thousands) 15 110 Grant date fair value $ 51.76 $ 51.39 Black-Scholes option pricing model assumption information: Volatility 35 % 37 % Expected term (years) 4.5 4.5 Range of risk-free rates 0.8 % 0.4-0.8% 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: Three and Six 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 Six Months Ended 2022 2021 2022 2021 RSUs granted (in thousands) 62 430 1,950 1,632 Grant date fair value $ 153.29 $ 170.55 $ 152.40 $ 170.05 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: Three Months Ended Six Months Ended 2022 2021 2022 2021 PRSUs granted (in thousands) 4 224 285 224 Grant date fair value $ 174.69 $ 190.81 $ 179.12 $ 190.81 |
The Company and Summary of Si_4
The Company and Summary of Significant Accounting Policies - Basis of Presentation Narrative (Details) | 6 Months Ended |
Jun. 30, 2022 segment market | |
Disaggregation of Revenue [Line Items] | |
Number of operating business segments | segment | 1 |
Sativex | Outside United States | |
Disaggregation of Revenue [Line Items] | |
Number of markets product approved and marketed | market | 29 |
The Company and Summary of Si_5
The Company and Summary of Significant Accounting Policies - Adoption of New Accounting Standards (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Jan. 01, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2017 | |
Concentration Risk [Line Items] | ||||||||
Deferred tax assets, net | $ 320,550 | $ 320,550 | $ 311,103 | |||||
Long-term debt, less current portion | 5,989,998 | 5,989,998 | 6,018,943 | |||||
Retained earnings | 993,958 | 993,958 | 830,226 | |||||
Additional paid-in capital | $ 3,312,319 | $ 3,312,319 | $ 3,534,792 | |||||
Basic (in dollars per share) | $ 0.56 | $ (6.11) | $ 0.58 | $ (4.17) | ||||
Diluted (in dollars per share) | $ 0.55 | $ (6.11) | $ 0.57 | $ (4.17) | ||||
Cumulative Effect, Period of Adoption, Adjusted Balance | ||||||||
Concentration Risk [Line Items] | ||||||||
Deferred tax assets, net | $ 311,212 | |||||||
Long-term debt, less current portion | 6,225,102 | |||||||
Retained earnings | 957,700 | |||||||
Additional paid-in capital | 3,201,268 | |||||||
Accounting Standards Update 2020-06 | ||||||||
Concentration Risk [Line Items] | ||||||||
Interest expense | $ 12,000 | $ 24,000 | ||||||
Basic (in dollars per share) | $ 0.19 | $ 0.38 | ||||||
Diluted (in dollars per share) | $ 0.19 | $ 0.38 | ||||||
Accounting Standards Update 2020-06 | Cumulative Effect, Period of Adoption, Adjustment | ||||||||
Concentration Risk [Line Items] | ||||||||
Deferred tax assets, net | 109 | |||||||
Long-term debt, less current portion | 206,159 | |||||||
Retained earnings | 127,474 | |||||||
Additional paid-in capital | $ (333,524) | |||||||
2024 Notes | Convertible Debt | ||||||||
Concentration Risk [Line Items] | ||||||||
Interest rate (as a percent) | 1.50% | 1.50% | 1.50% | |||||
2026 Notes | Convertible Debt | ||||||||
Concentration Risk [Line Items] | ||||||||
Interest rate (as a percent) | 2% | 2% | 2% |
The Company and Summary of Si_6
The Company and Summary of Significant Accounting Policies - Significant Risks and Uncertainties (Details) $ in Billions | 1 Months Ended |
May 31, 2021 USD ($) | |
GW Pharmaceuticals plc | |
Business Acquisition [Line Items] | |
Consideration transferred | $ 7.2 |
The Company and Summary of Si_7
The Company and Summary of Significant Accounting Policies - Concentrations of Risk Narrative (Details) - USD ($) $ in Millions | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Customer concentration risk | Gross accounts receivable | Three Customers | ||
Concentration Risk [Line Items] | ||
Percentage of gross accounts receivable (as a percent) | 74% | 74% |
Customer concentration risk | Gross accounts receivable | ESSDS | ||
Concentration Risk [Line Items] | ||
Percentage of gross accounts receivable (as a percent) | 54% | 52% |
Customer concentration risk | Gross accounts receivable | McKesson | ||
Concentration Risk [Line Items] | ||
Percentage of gross accounts receivable (as a percent) | 10% | 12% |
Customer concentration risk | Gross accounts receivable | Cardinal | ||
Concentration Risk [Line Items] | ||
Percentage of gross accounts receivable (as a percent) | 10% | 10% |
Foreign exchange forward contracts | Derivatives not designated as hedging instruments | ||
Concentration Risk [Line Items] | ||
Notional amount | $ 667 | $ 347.2 |
Net liability fair value | $ 20.3 |
Disposition and License Agree_2
Disposition and License Agreements (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | May 31, 2022 | Dec. 31, 2021 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Acquired in-process research and development | $ 69,148 | $ 0 | $ 69,148 | $ 0 | ||
Milestone payments | 7,520,488 | 7,520,488 | $ 8,210,692 | |||
Werewolf | Upfront Payments | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Acquired in-process research and development | 15,000 | 15,000 | ||||
Werewolf | Potential Milestone Payment | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Milestone payments | 1,260,000 | 1,260,000 | ||||
Sumitomo | Upfront Payments | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Acquired in-process research and development | 50,000 | 50,000 | ||||
Sumitomo | Potential Milestone Payment | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Milestone payments | 1,090,000 | 1,090,000 | ||||
Sunosi | Disposal Group, Held-for-sale, Not Discontinued Operations | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Loss on disposal | $ 40,800 | $ 40,800 | ||||
Sunosi | Disposal Group, Held-for-sale, Not Discontinued Operations | Axsome | ||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||
Upfront payment received | $ 53,000 |
Cash and Available-for-Sale S_3
Cash and Available-for-Sale Securities - Summary of Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | $ 771,265 | $ 591,448 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Value | 771,265 | 591,448 |
Cash and Cash Equivalents | 711,265 | 591,448 |
Investments | 60,000 | 0 |
Cash | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 380,328 | 510,747 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Value | 380,328 | 510,747 |
Cash and Cash Equivalents | 380,328 | 510,747 |
Investments | 0 | 0 |
Time deposits | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 100,000 | |
Gross Unrealized Gains | 0 | |
Gross Unrealized Losses | 0 | |
Estimated Fair Value | 100,000 | |
Cash and Cash Equivalents | 40,000 | |
Investments | 60,000 | |
Money market funds | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost | 290,937 | 80,701 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized Losses | 0 | 0 |
Estimated Fair Value | 290,937 | 80,701 |
Cash and Cash Equivalents | 290,937 | 80,701 |
Investments | $ 0 | $ 0 |
Cash and Available-for-Sale S_4
Cash and Available-for-Sale Securities - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Investments, Debt and Equity Securities [Abstract] | ||||
Interest income from available-for-sale securities | $ 0.7 | $ 0.4 | $ 0.9 | $ 1.5 |
Fair Value Measurement - Assets
Fair Value Measurement - Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Available-for-sale securities: | ||
Available-for-sale securities | $ 771,265 | $ 591,448 |
Money market funds | ||
Available-for-sale securities: | ||
Available-for-sale securities | 290,937 | 80,701 |
Time deposits | ||
Available-for-sale securities: | ||
Available-for-sale securities | 100,000 | |
Recurring | ||
Available-for-sale securities: | ||
Totals | 394,693 | 81,281 |
Liabilities: | ||
Totals | 24,033 | 18,419 |
Recurring | Money market funds | ||
Available-for-sale securities: | ||
Available-for-sale securities | 290,937 | 80,701 |
Recurring | Time deposits | ||
Available-for-sale securities: | ||
Available-for-sale securities | 100,000 | 0 |
Recurring | Cross-currency interest rate contracts | ||
Liabilities: | ||
Derivative liabilities | 0 | 15,232 |
Recurring | Foreign exchange forward contracts | ||
Available-for-sale securities: | ||
Derivative asset | 3,756 | 580 |
Liabilities: | ||
Derivative liabilities | 24,033 | 3,187 |
Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Available-for-sale securities: | ||
Totals | 290,937 | 80,701 |
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 | 290,937 | 80,701 |
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 | Significant Other Observable Inputs (Level 2) | ||
Available-for-sale securities: | ||
Totals | 103,756 | 580 |
Liabilities: | ||
Totals | 24,033 | 18,419 |
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 | 100,000 | 0 |
Recurring | Significant Other Observable Inputs (Level 2) | Cross-currency interest rate contracts | ||
Liabilities: | ||
Derivative liabilities | 0 | 15,232 |
Recurring | Significant Other Observable Inputs (Level 2) | Foreign exchange forward contracts | ||
Available-for-sale securities: | ||
Derivative asset | 3,756 | 580 |
Liabilities: | ||
Derivative liabilities | $ 24,033 | $ 3,187 |
Fair Value Measurement - Narrat
Fair Value Measurement - Narrative (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2022 | Dec. 31, 2020 | Dec. 31, 2017 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Equity securities without readily determinable fair value | $ 5,500,000 | ||
2021 Credit Agreement, Dollar Term Loan | Term Loan | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Term (in years) | 7 years | ||
Debt instrument, face amount | $ 3,100,000,000 | ||
2024 Notes | Convertible Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Interest rate (as a percent) | 1.50% | 1.50% | |
Debt instrument, face amount | $ 575,000,000 | ||
2026 Notes | Convertible Debt | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Interest rate (as a percent) | 2% | 2% | |
Debt instrument, face amount | $ 1,000,000,000 | ||
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% | ||
Significant Other Observable Inputs (Level 2) | 2021 Credit Agreement, Dollar Term Loan | Term Loan | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Fair value of lines of credit | $ 2,900,000,000 | ||
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 | 571,000,000 | ||
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 | 1,200,000,000 | ||
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 | $ 1,300,000,000 |
Derivative Instruments and He_3
Derivative Instruments and Hedging Activities - Narrative (Details) $ in Millions | 1 Months Ended | |||
May 31, 2022 | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | May 31, 2021 EUR (€) | |
2021 Credit Agreement, Euro Term Loan | Line of Credit | ||||
Derivative [Line Items] | ||||
Term (in years) | 7 years | |||
Debt instrument, face amount | € | € 625,000,000 | |||
Foreign exchange forward contracts | Derivatives not designated as hedging instruments | ||||
Derivative [Line Items] | ||||
Notional amount | $ | $ 667 | $ 347.2 |
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 | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Loss recognized in accumulated other comprehensive income (loss), net of tax | $ 0 | $ (375) | $ 0 | $ (375) |
Loss reclassified from accumulated other comprehensive income (loss) to foreign exchange gain (loss), net of tax | 0 | 0 | 128 | 0 |
Loss recognized in foreign exchange gain (loss) | $ 0 | $ (12,365) | $ (2,646) | $ (12,365) |
Derivative Instruments and He_5
Derivative Instruments and Hedging Activities - Foreign Exchange Gain (Loss) Derivative Instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Derivatives not designated as hedging instruments | Foreign exchange forward contracts | ||||
Derivative [Line Items] | ||||
Gain (loss) recognized in foreign exchange gain (loss) | $ (34,180) | $ 3,017 | $ (55,205) | $ (10,033) |
Derivative Instruments and He_6
Derivative Instruments and Hedging Activities - Gain (Loss) on Derivative Instruments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (loss) recognized in accumulated other comprehensive income (loss), net of tax | $ 0 | $ 2 | $ 0 | $ (14) |
Gain reclassified from accumulated other comprehensive income (loss) to interest expense, net of tax | $ 0 | (1,169) | $ 0 | (2,329) |
Interest rate contracts | Cash Flow Hedges | ||||
Derivative Instruments, Gain (Loss) [Line Items] | ||||
Gain (loss) recognized in accumulated other comprehensive income (loss), net of tax | 2 | (14) | ||
Gain reclassified from accumulated other comprehensive income (loss) to interest expense, net of tax | $ 1,169 | $ 2,329 |
Derivative Instruments and He_7
Derivative Instruments and Hedging Activities - Fair Value of Outstanding Derivatives (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Derivatives, Fair Value [Line Items] | ||
Liability derivatives | $ 24,033 | $ 18,419 |
Derivatives not designated as hedging instruments | Foreign exchange forward contracts | Other current assets | ||
Derivatives, Fair Value [Line Items] | ||
Asset derivatives | 3,756 | 580 |
Derivatives not designated as hedging instruments | Foreign exchange forward contracts | Accrued liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liability derivatives | 24,033 | 3,187 |
Derivatives designated as hedging instruments | Cross-currency interest rate contracts | Accrued liabilities | ||
Derivatives, Fair Value [Line Items] | ||
Liability derivatives | $ 0 | $ 15,232 |
Derivative Instruments and He_8
Derivative Instruments and Hedging Activities - Offsetting Assets and Liabilities (Details) - Pro Forma - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Derivative assets | ||
Gross Amounts of Recognized Assets/ Liabilities | $ 3,756 | $ 580 |
Gross Amounts Offset in the Consolidated Balance Sheet | 0 | 0 |
Net Amounts of Assets/ Liabilities Presented in the Consolidated Balance Sheet | 3,756 | 580 |
Gross Amounts Not Offset in the Consolidated Balance Sheet | ||
Derivative Financial Instruments | (3,756) | (567) |
Cash Collateral Received (Pledged) | 0 | 0 |
Net Amount | 0 | 13 |
Derivative liabilities | ||
Gross Amounts of Recognized Assets/ Liabilities | (24,033) | (18,419) |
Gross Amounts Offset in the Consolidated Balance Sheet | 0 | 0 |
Net Amounts of Assets/ Liabilities Presented in the Consolidated Balance Sheet | (24,033) | (18,419) |
Gross Amounts Not Offset in the Consolidated Balance Sheet | ||
Derivative Financial Instruments | 3,756 | 567 |
Cash Collateral Received (Pledged) | 0 | 0 |
Net Amount | $ (20,277) | $ (17,852) |
Inventories - Components of Inv
Inventories - Components of Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Inventory [Line Items] | ||
Raw materials | $ 26,802 | $ 21,550 |
Work in process | 646,647 | 886,849 |
Finished goods | 188,256 | 164,322 |
Total inventories | 861,705 | 1,072,721 |
GW Pharmaceuticals plc | ||
Inventory [Line Items] | ||
Inventory, step-up value | $ 606,000 | $ 811,300 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Goodwill Activity (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning of period | $ 1,827,609 |
Goodwill allocated to divestiture of Sunosi | (12,927) |
Foreign exchange | (127,034) |
Goodwill, end of period | $ 1,687,648 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Gross Carrying Amounts and Net Book Values of Intangible Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 7,520,488 | $ 8,210,692 |
Accumulated Amortization | (1,421,696) | (1,213,350) |
Total | 6,098,792 | 6,997,342 |
Intangible Assets [Line Items] | ||
Intangible assets, gross | 7,659,655 | 8,365,678 |
Intangible assets, net | 6,237,959 | 7,152,328 |
Acquired in-process research and development assets | ||
Intangible Assets [Line Items] | ||
Acquired in-process research and development assets | $ 139,167 | 154,986 |
Acquired developed technologies | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining Weighted- Average Useful Life (In years) | 10 years 10 months 24 days | |
Gross Carrying Amount | $ 7,506,501 | 8,195,675 |
Accumulated Amortization | (1,407,709) | (1,198,333) |
Total | $ 6,098,792 | 6,997,342 |
Manufacturing contracts | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining Weighted- Average Useful Life (In years) | 0 years | |
Gross Carrying Amount | $ 11,119 | 12,124 |
Accumulated Amortization | (11,119) | (12,124) |
Total | $ 0 | 0 |
Trademarks | ||
Finite-Lived Intangible Assets [Line Items] | ||
Remaining Weighted- Average Useful Life (In years) | 0 years | |
Gross Carrying Amount | $ 2,868 | 2,893 |
Accumulated Amortization | (2,868) | (2,893) |
Total | $ 0 | $ 0 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Estimated Future Amortization Costs (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2022 (remainder) | $ 285,275 | |
2023 | 570,550 | |
2024 | 570,550 | |
2025 | 570,550 | |
2026 | 570,550 | |
Thereafter | 3,531,317 | |
Total | $ 6,098,792 | $ 6,997,342 |
Certain Balance Sheet Items - P
Certain Balance Sheet Items - Property and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross and finance lease right out use asset before accumulated depreciation and amortization | $ 336,205 | $ 342,208 |
Less accumulated depreciation and amortization | (96,682) | (85,371) |
Property, plant, and equipment and finance lease right-of-use asset, after accumulated depreciation and amortization, total | 239,523 | 256,837 |
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 | 79,599 | 86,511 |
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 | 70,572 | 69,079 |
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 | 62,956 | 66,318 |
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 | 62,169 | 64,008 |
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 | 30,933 | 25,646 |
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 | 19,750 | 16,234 |
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 | $ 10,226 | $ 14,412 |
Certain Balance Sheet Items - O
Certain Balance Sheet Items - Other Current Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Certain Balance Sheet Items [Abstract] | ||
Deferred charge for income taxes on intercompany profit | $ 204,949 | $ 203,480 |
Other | 50,576 | 48,912 |
Other current assets | $ 255,525 | $ 252,392 |
Certain Balance Sheet Items - A
Certain Balance Sheet Items - Accrued Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 |
Certain Balance Sheet Items [Abstract] | ||
Rebates and other sales deductions | $ 261,199 | $ 215,397 |
Employee compensation and benefits | 94,646 | 158,870 |
Accrued interest | 34,992 | 48,640 |
Clinical trial accruals | 25,380 | 25,612 |
Derivative instrument liabilities | 24,033 | 18,419 |
Consulting and professional services | 19,784 | 22,507 |
Accrued royalties | 19,295 | 20,345 |
Sales return reserve | 18,708 | 15,814 |
Current portion of lease liabilities | 15,499 | 15,763 |
Selling and marketing accruals | 13,121 | 21,566 |
Inventory-related accruals | 7,542 | 16,166 |
Accrued milestones | 5,000 | 25,000 |
Accrued construction-in-progress | 4,361 | 2,894 |
Other | 49,647 | 59,311 |
Total accrued liabilities | $ 593,207 | $ 666,304 |
Debt - Schedule of Long-term De
Debt - Schedule of Long-term Debt (Details) € in Millions | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||
Mar. 31, 2022 USD ($) | Mar. 31, 2022 EUR (€) | May 31, 2021 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2021 EUR (€) | |
Debt Instrument [Line Items] | ||||||
Long term debt outstanding | $ 6,144,000,000 | |||||
Total debt | 6,020,998,000 | $ 6,049,943,000 | ||||
Less current portion | 31,000,000 | 31,000,000 | ||||
Total long-term debt | 5,989,998,000 | 6,018,943,000 | ||||
Convertible Debt | 2024 Notes | ||||||
Debt Instrument [Line Items] | ||||||
Long term debt outstanding | 575,000,000 | 575,000,000 | ||||
Unamortized - debt issuance costs | (3,616,000) | (4,401,000) | ||||
Unamortized discount - equity component | 0 | (66,836,000) | ||||
Total debt | 571,384,000 | 503,763,000 | ||||
Convertible Debt | 2026 Notes | ||||||
Debt Instrument [Line Items] | ||||||
Long term debt outstanding | 1,000,000,000 | 1,000,000,000 | ||||
Unamortized - debt issuance costs | (10,268,000) | (11,407,000) | ||||
Unamortized discount - equity component | 0 | (139,323,000) | ||||
Total debt | 989,732,000 | 849,270,000 | ||||
Convertible Debt | 2029 Senior Notes | ||||||
Debt Instrument [Line Items] | ||||||
Total debt | 1,475,073,000 | 1,473,810,000 | ||||
Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Total debt | $ 2,984,809,000 | 3,223,100,000 | ||||
Term Loan | 2021 Credit Agreement, Dollar Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Term (in years) | 7 years | |||||
Line of Credit | 2021 Credit Agreement, Revolving Credit Facility | Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Term (in years) | 5 years | |||||
Line of credit facility, maximum borrowing capacity | $ 500,000,000 | |||||
Line of Credit | 2021 Credit Agreement, Dollar Term Loan | ||||||
Debt Instrument [Line Items] | ||||||
Payment for debt extinguishment or debt prepayment cost | $ 251,000,000 | € 208.3 | $ 502,000,000 | € 416.7 |
Debt - Exchangeable Senior Note
Debt - Exchangeable Senior Notes Due 2026 Narrative (Details) - 2026 Notes - Convertible Debt | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2020 USD ($) customer $ / shares | |
Debt Instrument [Line Items] | |||
Debt instrument, face amount | $ 1,000,000,000 | ||
Interest rate (as a percent) | 2% | 2% | 2% |
Debt instrument, convertible, threshold percentage of stock price trigger | 130% | ||
Debt instrument, convertible, threshold trading days | customer | 20 | ||
Debt instrument, convertible, threshold consecutive trading days | customer | 30 | ||
Debt instrument, convertible, number of shares per principal amount basis (in shares) | 0.0064182 | ||
Debt instrument, convertible, conversion price (in dollars per share) | $ / shares | $ 155.81 | ||
Debt issuance costs | $ 15,300,000 | ||
Effective interest rate (as a percent) | 2.26% | ||
Interest expense, debt | $ 5,600,000 | $ 11,100,000 | |
Contractual coupon rate interest expense | 5,000,000 | 10,000,000 | |
Amortization of debt issuance costs | $ 600,000 | $ 1,100,000 |
Debt - Exchangeable Senior No_2
Debt - Exchangeable Senior Notes Due 2024 Narrative (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2017 USD ($) customer $ / shares | |
Jazz Investments I Limited | |||
Debt Instrument [Line Items] | |||
Percentage of ownership (as a percent) | 100% | 100% | |
2024 Notes | Convertible Debt | |||
Debt Instrument [Line Items] | |||
Debt instrument, face amount | $ 575,000,000 | ||
Interest rate (as a percent) | 1.50% | 1.50% | 1.50% |
Debt instrument, convertible, threshold percentage of stock price trigger | 130% | ||
Debt instrument, convertible, threshold trading days | customer | 20 | ||
Debt instrument, convertible, threshold consecutive trading days | customer | 30 | ||
Debt instrument, convertible, number of shares per principal amount basis (in shares) | 0.0045659 | ||
Debt instrument, convertible, conversion price (in dollars per share) | $ / shares | $ 219.02 | ||
Debt issuance costs | $ 11,400,000 | ||
Effective interest rate (as a percent) | 1.79% | ||
Interest expense, debt | $ 2,500,000 | $ 5,000,000 | |
Contractual coupon rate interest expense | 2,100,000 | 4,200,000 | |
Amortization of debt issuance costs | $ 400,000 | $ 800,000 |
Debt - Schedule of Maturities o
Debt - Schedule of Maturities of Long-term Debt (Details) $ in Thousands | Jun. 30, 2022 USD ($) |
Debt Disclosure [Abstract] | |
2022 (remainder) | $ 15,500 |
2023 | 31,000 |
2024 | 606,000 |
2025 | 31,000 |
2026 | 1,031,000 |
Thereafter | 4,429,500 |
Total | $ 6,144,000 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Millions | 1 Months Ended | |||||
Mar. 17, 2021 litigationCase | Jun. 23, 2020 litigationCase | Jul. 31, 2021 patent | Jun. 30, 2021 | Jun. 30, 2022 USD ($) | May 13, 2021 patent | |
Loss Contingencies [Line Items] | ||||||
Noncancelable purchase commitments due within one year | $ | $ 59.1 | |||||
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 - Componen
Shareholders' Equity - Component of Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Increase (Decrease) in Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||||
Beginning balance | $ 3,608,487 | $ 3,965,191 | $ 3,797,689 | $ 3,659,745 | $ 3,965,191 | $ 3,659,745 |
Other comprehensive loss before reclassifications | (705,797) | |||||
Amounts reclassified from accumulated other comprehensive loss | 128 | |||||
Other comprehensive loss | (515,309) | (190,360) | (11,507) | (45,076) | (705,669) | (56,583) |
Ending balance | 3,200,781 | 3,608,487 | 4,131,490 | 3,797,689 | 3,200,781 | 4,131,490 |
Total Accumulated Other Comprehensive Loss | ||||||
Increase (Decrease) in Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||||
Beginning balance | (590,720) | (400,360) | (179,428) | (134,352) | (400,360) | (134,352) |
Other comprehensive loss | (515,309) | (190,360) | (11,507) | (45,076) | ||
Ending balance | (1,106,029) | (590,720) | $ (190,935) | $ (179,428) | (1,106,029) | $ (190,935) |
Net Unrealized Loss From Hedging Activities | ||||||
Increase (Decrease) in Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||||
Beginning balance | (128) | (128) | ||||
Other comprehensive loss before reclassifications | 0 | |||||
Amounts reclassified from accumulated other comprehensive loss | 128 | |||||
Other comprehensive loss | 128 | |||||
Ending balance | 0 | 0 | ||||
Foreign Currency Translation Adjustments | ||||||
Increase (Decrease) in Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ||||||
Beginning balance | $ (400,232) | (400,232) | ||||
Other comprehensive loss before reclassifications | (705,797) | |||||
Amounts reclassified from accumulated other comprehensive loss | 0 | |||||
Other comprehensive loss | (705,797) | |||||
Ending balance | $ (1,106,029) | $ (1,106,029) |
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 | 6 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Numerator: | ||||||
Net income (loss) | $ 34,665 | $ 1,647 | $ (363,316) | $ 121,832 | $ 36,312 | $ (241,484) |
Denominator: | ||||||
Weighted-average ordinary shares used in per share calculation - basic (in shares) | 62,436 | 59,448 | 62,152 | 57,966 | ||
Dilutive effect of employee equity incentive and purchase plans (in shares) | 995 | 0 | 1,019 | 0 | ||
Weighted-average ordinary shares used in per share calculation - diluted (in shares) | 63,431 | 59,448 | 63,171 | 57,966 | ||
Net income (loss) per ordinary share: | ||||||
Basic (in dollars per share) | $ 0.56 | $ (6.11) | $ 0.58 | $ (4.17) | ||
Diluted (in dollars per share) | $ 0.55 | $ (6.11) | $ 0.57 | $ (4.17) |
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 | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Exchangeable Senior Notes | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Ordinary shares (in shares) | 9,044 | 10,139 | 9,044 | 10,139 |
Employee equity incentive and purchase plans | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Ordinary shares (in shares) | 2,041 | 2,570 | 2,275 | 2,912 |
Revenues - Summary of Disaggreg
Revenues - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 932,878 | $ 751,811 | $ 1,746,599 | $ 1,359,392 |
United States | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 858,340 | 690,900 | 1,598,923 | 1,239,192 |
Europe | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 60,779 | 47,270 | 121,807 | 94,503 |
All other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 13,759 | 13,641 | 25,869 | 25,697 |
Product sales, net | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 928,300 | 748,340 | 1,738,137 | 1,351,871 |
Total Oncology | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 229,825 | 163,787 | 426,629 | 341,963 |
Total Oxybate | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 504,446 | 458,346 | 938,023 | 869,312 |
Xyrem | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 269,421 | 334,182 | 516,918 | 669,732 |
Xywav | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 235,025 | 124,164 | 421,105 | 199,580 |
Total Neuroscience | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 696,843 | 581,912 | 1,308,933 | 1,004,484 |
Epidiolex/Epidyolex | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 175,289 | 109,481 | 333,182 | 109,481 |
Sunosi | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 12,966 | 12,124 | 28,844 | 23,730 |
Sativex | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 4,142 | 1,961 | 8,884 | 1,961 |
Zepzelca | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 68,285 | 55,924 | 127,623 | 110,258 |
Rylaze | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 72,954 | 0 | 127,174 | 0 |
Vyxeos | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 33,890 | 31,453 | 67,647 | 64,608 |
Defitelio/defibrotide | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 54,696 | 48,096 | 104,185 | 97,715 |
Erwinaze/Erwinase | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 0 | 28,314 | 0 | 69,382 |
Other | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 1,632 | 2,641 | 2,575 | 5,424 |
Royalties and contract revenues | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 4,578 | $ 3,471 | $ 8,462 | $ 7,521 |
Revenues - Summary of the Perce
Revenues - Summary of the Percentage of Total Revenues from Customers (Details) - Total Revenues - Customer concentration risk | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
ESSDS | ||||
Concentration Risk [Line Items] | ||||
Percentage of total revenues (as a percent) | 56% | 63% | 56% | 65% |
McKesson | ||||
Concentration Risk [Line Items] | ||||
Percentage of total revenues (as a percent) | 12% | 13% | 12% | 13% |
Revenues - Narrative (Details)
Revenues - Narrative (Details) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 USD ($) agreement | Jun. 30, 2022 USD ($) agreement | |
Financing and Payment [Line Items] | ||
Contract revenue recognized | $ 1,047 | |
Nippon Shinyaku | ||
Financing and Payment [Line Items] | ||
Number of license, development and commercialization agreements | agreement | 2 | 2 |
Contract revenue recognized | $ 500 | $ 1,000 |
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 | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Contract Liabilities | |
Beginning balance | $ 2,556 |
Amount recognized within royalties and contract revenues | (1,047) |
Ending balance | $ 1,509 |
Share-Based Compensation - Expe
Share-Based Compensation - Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total share-based compensation expense, pre-tax | $ 53,687 | $ 48,163 | $ 103,757 | $ 82,648 |
Income tax benefit from share-based compensation expense | (11,140) | (8,178) | (19,963) | (14,931) |
Total share-based compensation expense, net of tax | 42,547 | 39,985 | 83,794 | 67,717 |
Selling, general and administrative | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total share-based compensation expense, pre-tax | 36,233 | 34,333 | 71,018 | 58,179 |
Research and development | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total share-based compensation expense, pre-tax | 14,902 | 11,240 | 27,338 | 19,883 |
Cost of product sales | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total share-based compensation expense, pre-tax | $ 2,552 | $ 2,590 | $ 5,401 | $ 4,586 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Employee Stock Option | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares underlying options granted (in shares) | 0 | 15,000 | 0 | 110,000 |
Unrecognized compensation cost related to unvested stock option, RSUs, and PRSUs | $ 23.1 | $ 23.1 | ||
Weighted-average period expected to be recognized | 1 year 4 months 24 days | |||
Nominal Strike Price Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Shares underlying options granted (in shares) | 124,000 | 124,000 | ||
RSUs granted (in shares) | 0 | 0 | ||
Restricted Stock Units (RSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
RSUs granted (in shares) | 62,000 | 430,000 | 1,950,000 | 1,632,000 |
Vesting period | 4 years | |||
Unrecognized compensation cost related to unvested stock option, RSUs, and PRSUs | $ 377 | $ 377 | ||
Weighted-average period expected to be recognized | 3 years | |||
Performance-Based Restricted Stock Units (PRSUs) | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
RSUs granted (in shares) | 4,000 | 224,000 | 285,000 | 224,000 |
Unrecognized compensation cost related to unvested stock option, RSUs, and PRSUs | $ 50.4 | $ 50.4 | ||
Weighted-average period expected to be recognized | 2 years 1 month 6 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% | |||
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% |
Share-Based Compensation - Weig
Share-Based Compensation - Weighted-Average Assumptions and Resulting Grant Date Fair Value (Details) - Employee Stock Option - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Schedule of Weighted Average Assumptions for Fair Values of Stock Options[Line Items] | ||||
Shares underlying options granted (in shares) | 0 | 15,000 | 0 | 110,000 |
Weighted-average grant date fair value (in dollars per share) | $ 51.76 | $ 51.39 | ||
Weighted-average volatility (as a percent) | 35% | 37% | ||
Weighted-average expected term | 0 years | 4 years 6 months | 4 years 6 months | |
Range of risk-free rates (as a percent) | 0.80% | |||
Range of risk-free rates, minimum (as a percent) | 0.40% | |||
Range of risk-free rates, maximum (as a percent) | 0.80% | |||
Expected dividend yield (as a percent) | 0% | 0% |
Share-Based Compensation - Nomi
Share-Based Compensation - Nominal Strike Price Options (Details) - Nominal Strike Price Options - $ / shares shares in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Shares underlying options granted (in shares) | 124 | 124 |
Weighted-average grant date fair value (in dollars per share) | $ 170.82 | $ 170.82 |
Share-Based Compensation - Rest
Share-Based Compensation - Restricted Units (Details) - Restricted Stock Units (RSUs) - $ / shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
RSUs granted (in shares) | 62 | 430 | 1,950 | 1,632 |
Grant date fair value (in dollars per share) | $ 153.29 | $ 170.55 | $ 152.40 | $ 170.05 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Performance-based RSU's (Details) - Performance-Based Restricted Stock Units (PRSUs) - $ / shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
PRSUs granted (in thousands) | 4 | 224 | 285 | 224 |
Grant date fair value (in dollars per share) | $ 174.69 | $ 190.81 | $ 179.12 | $ 190.81 |
Income Taxes - Narrative (Detai
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Taxes [Line Items] | ||||
Income tax expense (benefit) | $ (16,112) | $ 228,621 | $ (15,576) | $ 246,640 |
GW Pharmaceuticals plc | ||||
Income Taxes [Line Items] | ||||
UK Finance Act 2021, change in statutory tax rate, income tax expense | $ 251,400 | $ 251,400 |