Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2015 | Nov. 02, 2015 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | HZNP | |
Entity Registrant Name | HORIZON PHARMA PLC | |
Entity Central Index Key | 1,492,426 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 159,293,170 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 684,286 | $ 218,807 |
Restricted cash | 860 | 738 |
Accounts receivable, net | 221,091 | 73,915 |
Inventories, net | 17,729 | 16,865 |
Prepaid expenses and other current assets | 16,466 | 14,370 |
Deferred tax assets, net | 13,196 | 1,530 |
Total current assets | 953,628 | 326,225 |
Property and equipment, net | 10,380 | 7,241 |
Intangible assets, net | 1,657,816 | 704,833 |
In-process research and development | 66,000 | 66,000 |
Other intangible assets, net | 7,263 | 7,870 |
Goodwill | 259,167 | |
Long-term investments | 42,413 | |
Deferred tax assets, net, non-current | 18,761 | |
Other assets | 9,514 | 11,564 |
TOTAL ASSETS | 2,998,918 | 1,134,624 |
CURRENT LIABILITIES: | ||
Convertible debt, net | 48,334 | |
Long-term debt-current portion | 4,000 | |
Accounts payable | 62,083 | 21,011 |
Accrued expenses | 84,364 | 46,625 |
Accrued trade discounts and rebates | 124,378 | 76,115 |
Accrued royalties-current portion | 45,411 | 25,325 |
Deferred revenues-current portion | 1,353 | 1,261 |
Deferred tax liabilities, net | 721 | |
Total current liabilities | 321,589 | 219,392 |
LONG-TERM LIABILITIES: | ||
Exchangeable notes, net | 278,990 | |
Long-term debt, net, net of current | 858,021 | 297,169 |
Accrued royalties, net of current | 125,272 | 48,887 |
Deferred revenues, net of current | 9,570 | 8,144 |
Deferred tax liabilities, net, non-current | 142,702 | 19,570 |
Other long-term liabilities | 4,436 | 1,258 |
Total long-term liabilities | $ 1,418,991 | $ 375,028 |
COMMITMENTS AND CONTINGENCIES | ||
SHAREHOLDERS’ EQUITY: | ||
Ordinary shares, $0.0001 nominal value; 300,000,000 shares authorized; 159,651,736 and 124,425,853 shares issued at September 30, 2015 and December 31, 2014, respectively, and 159,267,370 and 124,041,487 shares outstanding at September 30, 2015 and December 31, 2014, respectively | $ 16 | $ 13 |
Treasury stock, 384,366 ordinary shares at September 30, 2015 and December 31, 2014 | (4,585) | (4,585) |
Additional paid-in capital | 2,000,292 | 1,269,858 |
Accumulated other comprehensive loss | (32,204) | (4,363) |
Accumulated deficit | (705,181) | (720,719) |
Total shareholders’ equity | 1,258,338 | 540,204 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 2,998,918 | 1,134,624 |
Developed Technology [Member] | ||
CURRENT ASSETS: | ||
Intangible assets, net | $ 1,650,553 | $ 696,963 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2015 | Dec. 31, 2014 |
Statement Of Financial Position [Abstract] | ||
Ordinary shares, nominal value | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 300,000,000 | 300,000,000 |
Ordinary shares, shares issued | 159,651,736 | 124,425,853 |
Ordinary shares, shares outstanding | 159,267,370 | 124,041,487 |
Treasury stock, ordinary shares | 384,366 | 384,366 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
REVENUES: | ||||
Net sales | $ 226,544 | $ 75,126 | $ 512,506 | $ 193,114 |
Cost of goods sold | 61,250 | 13,644 | 151,929 | 46,073 |
Gross profit | 165,294 | 61,482 | 360,577 | 147,041 |
OPERATING EXPENSES: | ||||
Research and development | 13,073 | 4,223 | 28,176 | 10,601 |
Sales and marketing | 51,973 | 31,111 | 157,092 | 86,932 |
General and administrative | 54,516 | 38,109 | 157,986 | 66,982 |
Total operating expenses | 119,562 | 73,443 | 343,254 | 164,515 |
Operating income (loss) | 45,732 | (11,961) | 17,323 | (17,474) |
OTHER (EXPENSE) INCOME NET: | ||||
Interest expense, net | (20,300) | (5,194) | (49,780) | (13,608) |
Foreign exchange loss | (86) | (2,754) | (1,010) | (3,076) |
Bargain purchase gain | 22,171 | 22,171 | ||
Loss on derivative fair value | (214,995) | |||
Loss on induced conversion of debt and debt extinguishment | (77,624) | |||
Other expense, net | (90) | (3,241) | (10,159) | (8,241) |
Total other (expense) income, net | (20,476) | 10,982 | (138,573) | (217,749) |
Profit (loss) before expense (benefit) for income taxes | 25,256 | (979) | (121,250) | (235,223) |
EXPENSE (BENEFIT) FOR INCOME TAXES | 21,979 | (3,042) | (136,788) | (3,267) |
NET INCOME (LOSS) | $ 3,277 | $ 2,063 | $ 15,538 | $ (231,956) |
NET INCOME (LOSS) PER ORDINARY SHARE—Basic | $ 0.02 | $ 0.03 | $ 0.11 | $ (3.17) |
WEIGHTED AVERAGE ORDINARY SHARES OUTSTANDING—Basic | 159,035,580 | 78,392,971 | 145,208,252 | 73,109,603 |
NET INCOME (LOSS) PER ORDINARY SHARE—Diluted | $ 0.02 | $ 0.02 | $ 0.10 | $ (3.17) |
WEIGHTED AVERAGE ORDINARY SHARES OUTSTANDING—Diluted | 166,830,800 | 85,687,267 | 154,005,671 | 73,109,603 |
OTHER COMPREHENSIVE (LOSS) INCOME, NET OF TAX | ||||
Foreign currency translation adjustments | $ (48) | $ (654) | $ 1,559 | $ (793) |
Unrealized loss on long-term investment | (29,400) | (29,400) | ||
Accumulated other comprehensive loss | (29,448) | (654) | (27,841) | (793) |
COMPREHENSIVE INCOME (LOSS) | $ (26,171) | $ 1,409 | $ (12,303) | $ (232,749) |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net income (loss) | $ 15,538 | $ (231,956) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||
Depreciation and amortization expense | 94,025 | 17,662 |
Share-based compensation | 56,253 | 10,111 |
Royalty accretion | 13,571 | 5,617 |
Royalty liability remeasurement | 14,277 | 13,033 |
Bargain purchase gain | (22,171) | |
Loss on derivative revaluation | 214,995 | |
Loss on induced conversions of debt and debt extinguishment | 21,581 | |
Amortization of debt discount and deferred financing costs | 13,328 | 7,087 |
Foreign exchange loss | 1,010 | 3,076 |
Other | 127 | 11 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (135,370) | (52,033) |
Inventories | 12,819 | 129 |
Prepaid expenses and other current assets | 417 | (2,091) |
Accounts payable | 38,213 | 10,555 |
Accrued trade discounts and rebates | 35,136 | 46,113 |
Accrued expenses and royalties | 11,052 | 796 |
Deferred revenues | 2,143 | (324) |
Deferred income taxes | (134,014) | (3,278) |
Other non-current assets and liabilities | 2,122 | 138 |
Net cash provided by operating activities | 59,228 | 17,470 |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Payments for acquisitions, net of cash acquired | (1,022,361) | (179,220) |
Proceeds from liquidation of available-for-sale investments | 64,623 | |
Purchases of long-term investments | (71,813) | |
Purchases of property and equipment | (4,514) | (1,837) |
Change in restricted cash | (122) | |
Net cash used in investing activities | (1,034,187) | (181,057) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Net proceeds from issuance of ordinary shares | 475,627 | |
Proceeds from the settlement of capped call transactions | 9,385 | |
Proceeds from the issuance of ordinary shares in connection with warrant exercises | 18,124 | 33,262 |
Proceeds from the issuance of ordinary shares through ESPP programs | 1,541 | 649 |
Proceeds from the issuance of ordinary shares through stock option exercises | 4,602 | 1,704 |
Payment of employee withholding taxes relating to share-based awards | (2,334) | |
Net cash provided by financing activities | 1,440,587 | 331,966 |
Effect of foreign exchange rate changes on cash | (149) | (78) |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 465,479 | 168,301 |
CASH AND CASH EQUIVALENTS, beginning of the period | 218,807 | 80,480 |
CASH AND CASH EQUIVALENTS, end of the period | 684,286 | 248,781 |
Supplemental cash flow information: | ||
Cash paid for interest | 21,417 | 3,604 |
Cash paid for income taxes | 1,903 | 29 |
Fees paid for debt commitment | 9,000 | 8,222 |
Cash paid for induced conversions | 10,005 | |
Cash paid for debt extinguishment | 45,367 | |
Supplemental non-cash flow information: | ||
Conversion of Convertible Senior Notes to ordinary shares | 60,985 | |
Goodwill and other intangible assets acquired in acquisition | 1,303,765 | |
Contingent liabilities assumed in acquisition | 89,800 | |
2014 Senior Secured Credit Facility [Member] | ||
Changes in operating assets and liabilities: | ||
Payment of original issue discount upon repayment of 2014 Term Loan Facility | (3,000) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Net proceeds from debt | $ 286,966 | |
Repayment of term loan facility | (297,000) | |
2015 Term Loan Facility [Member] | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Net proceeds from debt | 391,506 | |
Repayment of term loan facility | (1,000) | |
Exchangeable Senior Notes [Member] | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Net proceeds from issuance of Exchangeable Senior Notes | 387,181 | |
2023 Senior Notes [Member] | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Net proceeds from debt | $ 462,340 |
Basis of Presentation and Busin
Basis of Presentation and Business Overview | 9 Months Ended |
Sep. 30, 2015 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation and Business Overview | NOTE 1 – BASIS OF PRESENTATION AND BUSINESS OVERVIEW Basis of Presentation On September 19, 2014, the businesses of Horizon Pharma, Inc. (“HPI”) and Vidara Therapeutics International Public Limited Company (“Vidara”) were combined in a merger transaction (the “Vidara Merger”), accounted for as a reverse acquisition under the acquisition method of accounting for business combinations, with HPI treated as the acquiring company in the Vidara Merger for accounting purposes. As part of the Vidara Merger, a wholly-owned subsidiary of Vidara merged with and into HPI, with HPI surviving the Vidara Merger as a wholly-owned subsidiary of Vidara. Prior to the Vidara Merger, Vidara changed its name to Horizon Pharma plc (“New Horizon” or the “Company”). Upon the consummation of the Vidara Merger, the historical financial statements of HPI became the Company’s historical financial statements. Accordingly, the historical financial statements of HPI are included in the comparative prior periods. On May 7, 2015, the Company completed its acquisition of Hyperion Therapeutics Inc. (“Hyperion”) in which the Company acquired all of the issued and outstanding shares of Hyperion’s common stock for $46.00 per share in cash or approximately $1.1 billion on a fully-diluted basis. Following the completion of the acquisition, Hyperion became a wholly-owned subsidiary of the Company and was renamed as Horizon Therapeutics, Inc. The unaudited condensed consolidated financial statements presented herein include the results of operations of the acquired business from the date of acquisition. The unaudited condensed consolidated financial statements presented herein have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the financial statements do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair statement of the financial statements have been included. Operating results for the nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. The December 31, 2014 condensed consolidated balance sheet was derived from audited financial statements, but does not include all disclosures required by GAAP. The unaudited condensed consolidated financial statements presented herein include the accounts of the Company and its wholly-owned subsidiaries. All inter-company transactions and balances have been eliminated. Business Overview The Company is a biopharmaceutical company focused on improving patients’ lives by identifying, developing, acquiring and commercializing differentiated and accessible medicines that address unmet medical needs. The Company markets seven medicines through its orphan, primary care and specialty business units. The Company’s U.S. marketed products are ACTIMMUNE ® ® ® ® ® ® ® ® ® The Company markets its products in the United States through a combined field sales force of approximately 402 representatives. The Company’s strategy is to utilize the commercial strength and infrastructure the Company has established in creating a fully-integrated global biopharmaceutical company to continue the successful commercialization of its existing product portfolio while expanding and leveraging these capabilities further through the acquisition of additional biopharmaceutical products and companies. The Company’s products are distributed by retail and specialty pharmacies. A key part of the Company’s commercial strategy for its primary care and specialty business units is to offer physicians the opportunity to have their patients fill prescriptions through pharmacies who participate in the Prescriptions Made Easy (“PME”) program. This program is not involved in the prescribing of medicines, and is solely to assist in ensuring that when a physician determines one of the Company’s medicines offers a potential clinical benefit to their patient and they prescribe one for an eligible patient, financial assistance may be available to reduce the patient’s out-of-pocket costs. In the first nine months of 2015, this resulted in 96 percent of commercial patients having co-pay amounts of $10 or less when filling prescriptions for the Company’s products through PME. In addition, the aggregate commercial value of the Company’s patient support programs for the nine months ended September 30, 2015 was approximately $670 million. All pharmacies that fill prescriptions for the Company’s medicines are fully independent, including those that participate in the PME program, the Company does not own or possess any option to purchase an ownership stake in any pharmacy that distributes its products, and the Company’s relationship with each pharmacy is non-exclusive and arm’s length. All of the Company’s sales are processed through pharmacies independent of the Company. The Company has a compliance program in place to address adherence with various laws and regulations relating to its sales, marketing, and manufacturing of its products, as well as certain third-party relationships, including pharmacies. Specifically with respect to pharmacies, the compliance program utilizes a variety of methods and tools to monitor and audit pharmacies, including those that participate in the PME program, to confirm their activities, adjudication and practices are consistent with the Company’s compliance policies and guidance. The Company is a public limited company formed under the laws of Ireland. As a result of the Vidara Merger, the Company operates through a number of international and U.S. subsidiaries with principal business purposes to either hold intellectual property assets, perform research and development or manufacturing operations, serve as distributors of the Company’s products, or provide services and financial support to the Company. Unless otherwise indicated or the context otherwise requires, references to the “Company”, “New Horizon”, “we”, “us” and “our” refer to Horizon Pharma plc and its consolidated subsidiaries, including its predecessor, HPI. All references to “Vidara” are references to Horizon Pharma plc (formerly known as Vidara Therapeutics International Public Limited Company) and its consolidated subsidiaries prior to the effective time of the Vidara Merger on September 19, 2014. The disclosures in this report relating to the pre-Vidara Merger business of Horizon Pharma plc, unless noted as being the business of Vidara prior to the Vidara Merger, pertain to the business of HPI prior to the Vidara Merger. On July 7, 2015, the Company announced a proposal to acquire all of the outstanding shares of common stock of Depomed, Inc. (“Depomed”) for $29.25 per share in an all-stock transaction valued at approximately $3.0 billion. Subsequently, on July 21, 2015, the Company increased the value of its all-stock proposal to acquire all of the outstanding shares of common stock of Depomed to $33.00 per share, contingent on Depomed entering into good faith discussions regarding a transaction. On August 13, 2015, the Company reiterated its proposal to acquire Depomed and fixed the exchange ratio of such offer based at 0.95 ordinary shares of the Company for each share of Depomed common stock based on the 15-day volume weighted average price of an ordinary share of the Company as of August 12, 2015. On September 8, 2015, the Company commenced an exchange offer for all outstanding shares of Depomed common stock. Under the terms of the offer, tendering Depomed shareholders would be able to exchange each share of Depomed common stock for 0.95 ordinary shares of the Company. The exchange offer is subject to certain conditions set forth including the redemption or removal of certain poison pill rights that the Depomed board has the unilateral ability to remove, the tender of a majority of the total number of outstanding Depomed shares on a fully diluted basis, expiration or termination of the waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the “HSR Act”) and other applicable antitrust laws and regulations, and the affirmative vote at an extraordinary general meeting of the shareholders of the Company to approve the issuance of the Company’s ordinary shares in the acquisition. If the exchange offer is completed, the Company would expect to complete a second-step merger as soon as practicable thereafter in order to acquire the remaining Depomed shares. Based on publicly available information, the Company believes that only clearance under the HSR Act is required and the waiting period under the HSR Act expired effective October 9, 2015. In addition to the exchange offer, on September 8, 2015, the Company filed a definitive solicitation statement seeking the support of Depomed shareholders to call two related special meetings to consider and vote on proposals to remove and replace the current Depomed board of directors and to amend the Depomed bylaws to facilitate shareholder action. On October 15, 2015, the Company filed a definitive proxy statement in connection with an extraordinary general meeting of the Company’s shareholders scheduled for November 13, 2015. The principal purpose of this meeting is to approve the issuance of the Company’s ordinary shares in connection with the proposed acquisition of Depomed. On October 26, 2015, the Company extended the expiration of its exchange offer to acquire all of the outstanding shares of common stock of Depomed to November 20, 2015. From July 9, 2015 through August 24, 2015, the Company purchased 2,250,000 shares of Depomed common stock, representing approximately 3.75% of the outstanding shares of Depomed’s common stock. The shares were acquired at a cost of approximately $71.8 million and are presented as long-term investments in the condensed consolidated balance sheets. Unrealized losses of $29.4 million have been recorded in accumulated other comprehensive loss relating to this investment in the three and nine months ended September 30, 2015. Recent Accounting Pronouncements From time to time, the Company adopts, as of the specified effective date, new accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position or results of operations upon adoption. In May 2014, the FASB issued a new standard to achieve a consistent application of revenue recognition within the United States, resulting in a single revenue model to be applied by reporting companies under GAAP. Under the new model, recognition of revenue occurs when a customer obtains control of promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the new standard requires that reporting companies disclose the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. On July 9, 2015, the FASB agreed to delay the effective date by one year. In accordance with the agreed upon delay, the new standard is effective for the Company beginning in the first quarter of 2018. Early adoption is permitted, but not before the original effective date of the standard. The new standard is required to be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying it recognized at the date of initial application. The Company has not yet selected a transition method nor has it determined the impact of the new standard on its condensed consolidated financial statements. In August 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-15, Presentation of Financial Statements — Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. On April 7, 2015, the FASB issued ASU No. 2015-03, Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. In September 2015, the FASB issued ASU No. 2015-16, Business Combinations |
Net Income (Loss) Per Share
Net Income (Loss) Per Share | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Share | NOTE 2 – NET INCOME (LOSS) PER SHARE The following table presents basic net income (loss) per share for the three and nine months ended September 30, 2015 and 2014 (in thousands, except share and per share data): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Basic net income (loss) per share calculation: Net income (loss) 3,277 2,063 15,538 (231,956) Weighted average of ordinary shares outstanding 159,035,580 78,392,971 145,208,252 73,109,603 Basic net income (loss) per share $ 0.02 $ 0.03 $ 0.11 $ (3.17) The following table presents diluted net income (loss) per share for the three and nine months ended September 30, 2015 and 2014 (in thousands, except share and per share data): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Diluted net income (loss) per share calculation: Net income (loss) 3,277 2,063 15,538 (231,956) Weighted average of ordinary shares outstanding 166,830,800 85,687,267 154,005,671 73,109,603 Diluted net income (loss) per share $ 0.02 $ 0.02 $ 0.10 $ (3.17) Basic net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the period. Diluted earnings per share (“EPS”) reflects the potential dilution beyond shares for basic EPS that could occur if securities or other contracts to issue ordinary shares were exercised, converted into ordinary shares, or resulted in the issuance of ordinary shares that would have shared in our earnings. The outstanding securities in the table below were excluded from the computation of diluted net income (loss) per share for the three and nine months ended September 30, 2015 and 2014 due to being potentially anti-dilutive: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Stock options — — — 6,718,287 Restricted stock units — — — 1,637,399 Warrants — — — 7,825,821 Convertible Senior Notes — 27,964,200 — 27,964,200 — 27,964,200 — 44,145,707 The potentially dilutive impact of the Horizon Pharma Investment Limited (“Horizon Investment”), a wholly-owned subsidiary of the Company, March 2015 private placement of $400.0 million aggregate principal amount of 2.50% Exchangeable Senior Notes due 2022 (the “Exchangeable Senior Notes”) is determined using a method similar to |
Business Acquisitions
Business Acquisitions | 9 Months Ended |
Sep. 30, 2015 | |
Business Combinations [Abstract] | |
Business Acquisitions | NOTE 3 – BUSINESS ACQUISITIONS Hyperion Acquisition On March 29, 2015, the Company, Ghrian Acquisition Inc. (“Purchaser”), a Delaware corporation and a wholly-owned subsidiary of the Company, and Hyperion entered into a definitive Agreement and Plan of Merger providing for the acquisition by the Company of all the issued and outstanding shares of Hyperion’s common stock for $46.00 per share. The acquisition was completed on May 7, 2015. The acquisition added two important medicines, RAVICTI and BUPHENYL, which increased the product portfolio of the Company from five to seven. Through the acquisition, the Company leveraged as well as expanded the existing infrastructure of its orphan disease business. The total consideration for the acquisition was approximately $1.1 billion and was composed of the following (in thousands): Fully diluted equity value (21,425,909 shares at $46.00 per share) $ 985,592 Net settlements on the exercise of stock options, restricted stock and performance stock units 89,806 Total consideration $ 1,075,398 During the three and nine month periods ended September 30, 2015, the Company incurred $4.6 million and $52.4 million, respectively, in Hyperion acquisition-related costs including, advisory, legal, accounting, valuation, severance, retention bonuses, and other professional and consulting fees. Acquisition-related costs were expensed as “General and administrative”, “Research and development” and “Other, net” in the Condensed Consolidated Statement of Comprehensive Income. Pursuant to ASC 805, the Company accounted for the Hyperion acquisition as a business combination using the acquisition method of accounting. Identifiable assets and liabilities of Hyperion, including identifiable intangible assets, were recorded based on their estimated fair values as of the date of the closing of the acquisition. The excess of the purchase price over the fair value of the net assets acquired was recorded as goodwill. Significant judgment was required in determining the estimated fair values of developed technology intangible assets and certain other assets and liabilities. Such a preliminary valuation required estimates and assumptions including, but not limited to, estimating future cash flows and direct costs in addition to developing the appropriate discount rates and current market profit margins. The Company’s management believes the fair values recognized for the assets acquired and the liabilities assumed are based on reasonable estimates and assumptions. Accordingly, the unaudited purchase price adjustments are preliminary and are subject to further adjustments as additional information becomes available and as additional analyses are performed, and such further adjustments may be material. During the quarter ended September 30, 2015, the Company recorded measurement period adjustments related to deferred tax liabilities, other liabilities, accounts receivable and inventory, which resulted in a net reduction in goodwill of $0.4 million. The measurement period adjustments were the result of the alignment of Hyperion revenue recognition policies to those of the Company. The following table summarizes the preliminary fair values assigned to the assets acquired and the liabilities assumed by the Company, along with the resulting goodwill before and after the measurement period adjustments (in thousands): (Liabilities assumed) and assets acquired: Before Adjustments After Deferred tax liability $ (399,189 ) $ 164 $ (399,025 ) Other liabilities (502 ) 502 — Accounts payable (2,439 ) (2,439 ) Accrued expenses (20,745 ) (20,745 ) Contingent royalties (86,800 ) (86,800 ) Cash and cash equivalents 53,037 53,037 Short-term investments 39,049 39,049 Long-term investments 25,574 25,574 Accounts receivable, net 11,683 175 11,858 Inventory 13,941 (443 ) 13,498 Prepaid expenses and other current assets 2,533 2,533 Property and equipment 1,044 1,044 Deferred tax assets 134,324 134,324 Other non-current assets 123 123 Developed technology 1,044,200 1,044,200 Goodwill 259,565 (398 ) 259,167 Fair value of consideration paid $ 1,075,398 $ 1,075,398 Inventories acquired included raw materials and finished goods. Inventories were recorded at their current fair values. Fair value of finished goods has been determined based on the estimated selling price, net of selling costs and a margin on the selling costs. Fair value of raw materials was estimated to equal the replacement cost. A step up in the value of inventory of $8.7 million was recorded in connection with the acquisition. In the second and third quarters of 2015, the Company amortized $3.4 million and $4.1 million, respectively, of RAVICTI and BUPHENYL inventory step up. Finished goods at September 30, 2015 included $0.6 million and $0.6 million of stepped up RAVICTI inventory and BUPHENYL inventory, respectively. The remaining step up is anticipated to be amortized in the fourth quarter of 2015. Other tangible assets and liabilities were valued at their respective carrying amounts as management believes that these amounts approximated their acquisition date fair values. Identifiable intangible assets and liabilities acquired include developed technology and contingent royalties. The preliminary fair values of the developed technology and contingent royalties represent preliminary valuations performed with assistance of an independent appraisal firm based on management’s estimates, forecasted financial information and reasonable and supportable assumptions. Developed technology intangible assets reflect the estimated value of Hyperion’s rights to its currently marketed products, RAVICTI and BUPHENYL. The fair value of developed technology was determined using an income approach. The income approach explicitly recognizes that the fair value of an asset is premised upon the expected receipt of future economic benefits such as earnings and cash inflows based on current sales projections and estimated direct costs for Hyperion’s products. Indications of value were developed by discounting these benefits to their acquisition-date worth at a discount rate of 8.5% that reflected the then-current return requirements of the market. The fair value of the RAVICTI and BUPHENYL developed technologies were capitalized as of the Hyperion acquisition date and are subsequently being amortized over 11 and 7 years, respectively, which are the periods in which over 90% of the estimated cash flows are expected to be realized. The Company has assigned a preliminary fair value to a contingent liability for royalties potentially payable under previously existing royalty and licensing agreements related to RAVICTI and BUPHENYL. The royalties are payable under the terms of license agreements with Ucyclyd Pharma, Inc. (“Ucyclyd”) and Brusilow Enterprises LLC (“Brusilow”). See Note 14 for details of the percentages payable under such license agreements. The initial fair value of this liability of $86.8 million was determined using a discounted cash flow analysis incorporating the estimated future cash flows of royalty payments resulting from future sales. The discount rate used was the same as for the fair value of the developed technology. The estimated liability for royalties will be increased over time to reflect the change in its present value and accretion expense will be recorded as part of cost of goods sold. Deferred tax assets and liabilities arise from acquisition accounting adjustments where book values of certain assets and liabilities differ from their tax bases. Deferred tax assets and liabilities are recorded at the currently enacted rates which will be in effect at the time when the temporary differences are expected to reverse in the country where the underlying assets and liabilities are located. Hyperion’s developed technology as of the acquisition date was located primarily in the United States where a U.S. tax rate of 39% is being utilized and a significant deferred tax liability is recorded. Upon consummation of the Hyperion acquisition, Hyperion became a member of the Company’s U.S. tax consolidation group. As such, its tax assets and liabilities were considered in determining the appropriate amount (if any) of valuation allowances that should be recognized in assessing the realizability of the group’s deferred tax assets. The Hyperion acquisition adjustments resulted in the recognition of significant net deferred tax liabilities. Per ASC Topic 740, Accounting for Uncertainty in Income Taxes Short-term and long-term investments included in the table above represent available-for-sale securities that were reported in short-term investments or long-term investments based on maturity dates and whether such assets are reasonably expected to be realized in cash or sold or consumed during the normal cycle of business. Available-for-sale investments were recorded at fair value and were liquidated shortly after the acquisition. Goodwill represents the excess of the preliminary acquisition consideration over the estimated fair values of net assets acquired and was recorded in the condensed consolidated balance sheet as of the acquisition date. PENNSAID 2% Acquisition On October 17, 2014, the Company acquired the U.S. rights to PENNSAID 2% from Nuvo for $45.0 million in cash. PENNSAID 2% is approved in the United States for the treatment of the pain of osteoarthritis of the knee. The Company began marketing PENNSAID 2% in January 2015, and as such no sales or cost of goods sold were recognized in 2014. As part of the acquisition, the Company entered into an eight-year exclusive supply agreement with Nuvo to manufacture and supply PENNSAID 2% to the Company. The initial term of the supply agreement is through December 31, 2022, but the agreement may be terminated earlier by either party for any uncured material breach by the other party of its obligations under the supply agreement or upon the bankruptcy or similar proceeding of the other party. Pursuant to ASC 805, the Company accounted for the acquisition of the U.S. rights to PENNSAID 2% under the acquisition method of accounting, in which the Company recognized and accounted for the acquisition of the U.S. rights to PENNSAID 2% as a business combination. Using this methodology, the Company allocated the entire purchase price of $45.0 million to a developed technology intangible asset. The valuation of the developed technology intangible asset was based on management’s estimates, forecasted financial information and reasonable and supportable assumptions. The allocation was generally based on the Company’s estimated fair value of the rights to payments with respect to U.S. revenue associated with PENNSAID 2% which were acquired in the transaction. This estimated fair value was determined using the income approach under the discounted cash flow method. Significant assumptions used in valuing the developed technology intangible asset included revenue projections through 2021 based on assumptions relating to pricing and reimbursement rates, market size and market penetration rates and cost of goods sold based on current manufacturing experience, general and administrative expenses, sales and marketing expenses, and research and development expenses for clinical and regulatory support. The calculated value of the PENNSAID 2% developed technology intangible asset is amortized using the straight-line method over an estimated useful life of six years, which is the period in which the majority of the benefits from such developed technology will be recognized. Vidara Acquisition On March 18, 2014, HPI, Vidara Therapeutics Holdings LLC, a Delaware limited liability company (“Vidara Holdings”), Vidara, Hamilton Holdings (USA), Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Vidara (“U.S. HoldCo”) and Hamilton Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of U.S. HoldCo (“Merger Sub”), entered into a Transaction Agreement and Plan of Merger (the “Merger Agreement”). The Merger Agreement provided for the merger of Merger Sub with and into HPI, with HPI continuing as the surviving corporation and as a wholly-owned, indirect subsidiary of Vidara, with Vidara converting to a public limited company and changing its name to Horizon Pharma plc. At the effective time of the Vidara Merger on September 19, 2014 (the “Effective Time”), (i) each share of HPI’s common stock issued and outstanding was converted into one ordinary share of New Horizon; (ii) each equity plan of HPI was assumed by New Horizon and each outstanding option under HPI’s equity plans was converted into an option to acquire the number of ordinary shares of New Horizon equal to the number of common stock underlying such option immediately prior to the Effective Time at the same exercise price per share as such option of HPI, and each other stock award that was outstanding under HPI’s equity plans was converted into a right to receive, on substantially the same terms and conditions as were applicable to such equity award before the Effective Time, the number of ordinary shares of New Horizon equal to the number of shares of HPI’s common stock subject to such stock award immediately prior to the Effective Time; (iii) each warrant to acquire HPI’s common stock outstanding immediately prior to the Effective Time and not terminated as of the Effective Time was converted into a warrant to acquire, on substantially the same terms and conditions as were applicable under such warrant before the Effective Time, the number of ordinary shares of New Horizon equal to the number of shares of HPI’s common stock underlying such warrant immediately prior to the Effective Time; and (iv) the 5.00% Convertible Senior Notes due 2018 (the “Convertible Senior Notes”) of HPI remained outstanding and, pursuant to a supplemental indenture entered into effective as of the Effective Time, became convertible into the same number of ordinary shares of New Horizon at the same conversion rate in effect immediately prior to the Effective Time. Vidara Holdings retained ownership of 31,350,000 ordinary shares of New Horizon at the Effective Time. Upon consummation of the Vidara Merger (the “Closing”), the security holders of HPI (excluding the holders of HPI’s Convertible Senior Notes) owned approximately 74% of New Horizon and Vidara Holdings owned approximately 26% of New Horizon. At the Closing, New Horizon made a cash payment of $210.9 million to Vidara Holdings and $2.7 million to Citibank N.A. as escrow agent under an escrow agreement associated with the Vidara Merger. The total consideration for the acquisition of Vidara was $601.4 million, representing the $387.8 million market value of the 31,350,000 New Horizon ordinary shares that were held by prior Vidara shareholders immediately following the Closing plus the cash consideration of $213.6 million. The value of the New Horizon ordinary shares of $387.8 million was based on the September 18, 2014 closing stock price of HPI common stock of $12.37, the last closing price prior to the Effective Time. Pursuant to ASC 805, the Company accounted for the Vidara Merger as a reverse acquisition under the acquisition method of accounting, with HPI treated as the acquiring company for accounting purposes. Identifiable assets and liabilities of Vidara, including identifiable intangible assets, were recorded based on their estimated fair values as of the date of the Closing. The excess of the fair value of the net assets acquired over the value of consideration was recorded as a bargain purchase gain. The following table summarizes the fair values assigned to the assets acquired and the liabilities assumed by the Company pursuant to the Vidara Merger, along with the resulting bargain purchase gain (in thousands): Allocation Cash and cash equivalents $ 34,401 Accounts receivable, net 11,838 Inventories 15,422 Other receivable—net working capital adjustment 195 Prepaid expenses 138 Property and equipment 289 Deferred tax assets 2,907 Customer relationships 8,100 In-process research and development 66,000 Developed technology 560,000 Accounts payable (1,781 ) Accrued expenses and other current liabilities (32,372 ) Contingent royalties (33,600 ) Other liabilities (775 ) Deferred tax liabilities (7,170 ) Bargain purchase gain (22,171 ) Fair value of consideration paid $ 601,421 The fair value of the developed technology, in-process research and development (“IPR&D”), customer relationships and contingent royalties, along with any associated deferred tax assets or liabilities, represent final valuations performed with assistance by an independent appraisal firm. Inventories acquired included raw materials and finished goods. Fair value of finished goods was determined based on the estimated selling price, net of selling costs and a margin on the selling costs. Fair value of raw materials was estimated to equal the replacement cost. A step up in the value of inventory of $14.2 million was recorded in connection with the Vidara Merger. In the first quarter of 2015, the Company recognized the remaining $3.2 million of ACTIMMUNE inventory step up in its condensed consolidated statement of comprehensive income. Other tangible assets and liabilities were valued at their respective carrying amounts as management believes that these amounts approximate their current fair values. Identifiable intangible assets and liabilities acquired included developed technology, IPR&D and customer relationships. The fair value of intangible assets is based on management’s estimates, forecasted financial information and reasonable and supportable assumptions. Estimated useful lives are based on the time periods during which the intangibles are expected to result in incremental cash flows. Developed technology intangible assets reflect the estimated value of Vidara’s rights to the marketed ACTIMMUNE product as of the acquisition date. The fair value of developed technology was determined using an income approach. The income approach explicitly recognizes that the fair value of an asset is premised upon the expected receipt of future economic benefits such as earnings and cash inflows based on sales projections and estimated direct costs for ACTIMMUNE. Indications of value are developed by discounting these benefits to their present value at a discount rate of 15% that reflects the return requirements of the market. The fair value of developed technology was recorded as an intangible asset as of the acquisition date and subsequently amortized over an estimated remaining life of 13 years. IPR&D is related to one research and development project for the application of ACTIMMUNE in the treatment of Friedreich’s ataxia (“FA”), which was incomplete at the time of the Vidara Merger. IPR&D is considered separable from the business as the project could be sold to a third-party. The fair value of IPR&D was determined using an income approach. The income approach explicitly recognizes that the fair value of an asset is premised upon the expected receipt of future economic benefits such as earnings and cash inflows based on sales projections and estimated direct costs. Indications of value are developed by discounting these benefits to their present value at a discount rate of 33% that reflects the return requirements of the market. The fair value of the IPR&D was recorded as an indefinite-lived intangible asset and will be tested for impairment until completion or abandonment of research and development efforts associated with the project. Customer relationships intangible assets reflect the estimated value of Vidara’s customer base for ACTIMMUNE. Vidara’s customers as of the acquisition date were predominantly a small group of retail pharmacies with demand for ACTIMMUNE. As such, a significant portion of revenue growth was expected to be generated from existing customers as of the acquisition date. Management assessed the historical customer trends to identify the anticipated attrition. The fair value of customer relationships was recorded as an intangible asset as of the acquisition date and is subsequently being amortized over an estimated remaining life of 10 years. The Company has assigned a fair value to a contingent liability for royalties potentially payable under previously existing royalty and licensing agreements related to ACTIMMUNE. The royalties are payable under the terms of a license agreement with Genentech Inc. (“Genentech”), which was the original developer of ACTIMMUNE and under the terms of its agreement with Connetics Corporation which was the predecessor parent company to InterMune Pharmaceuticals Inc. (“InterMune”) and is now part of GlaxoSmithKline) (“Connetics”). See Note 14 for details of the percentages payable under both license agreements. The initial fair value of this liability of $33.6 million was determined using a discounted cash flow analysis incorporating the estimated future cash flows of royalty payments resulting from future sales. The discount rates used were the same as for the fair value of the intangible assets. The estimated liability for royalties will be increased over time to reflect the change in its present value and accretion expense will be recorded as part of cost of goods sold. The estimated liability will be periodically assessed based on events and circumstances and any change will be recorded in New Horizon’s condensed consolidated statement of comprehensive income. During the second quarter of 2015, based on higher sales of ACTIMMUNE during the six months ended June 30, 2015 versus the Company’s original expectations and the Company’s adjusted expectations for future ACTIMMUNE sales, the Company recorded a charge of $5.4 million to cost of goods sold to increase the carrying value of the contingent royalties to reflect the updated estimates. Deferred tax assets and liabilities arise from acquisition accounting where book values of certain assets and liabilities differ from their tax bases. Deferred tax assets and liabilities are recorded at the currently enacted rates which will be in effect at the time when the temporary differences are expected to reverse in the country where the underlying assets and liabilities are located (United States or Bermuda). Customer relationships intangible assets are located in the United States where a U.S. tax rate of 39% is being utilized and a deferred tax liability is recorded. Developed technology and IPR&D assets are located in Bermuda which does not levy corporate income taxes; accordingly, no deferred tax liabilities were recorded related to these intangible assets. The excess of the estimated fair values of net assets acquired over the acquisition consideration paid was recorded as a bargain purchase gain in the condensed consolidated statement of comprehensive income for the third quarter of 2014. As previously stated, the total consideration included a fixed number of New Horizon ordinary shares. The bargain purchase gain of $22.2 million was primarily the result of the decrease in the market value of our ordinary shares from the time that the Merger Agreement was signed to the Effective Time of the Vidara Merger. Pro Forma Information The following table represents the condensed consolidated financial information for the Company on a pro forma basis, assuming that the Vidara Merger and the Hyperion acquisition occurred as of January 1, 2014. For the nine months ended September 30, 2015, the Vidara Merger has already been reflected in the as reported figures as the Vidara Merger was completed in September 2014, and Hyperion results from May 7, 2015 to September 30, 2015 are also included in the 2015 as reported figures. The historical financial information has been adjusted to give effect to pro forma items that are directly attributable to the Vidara Merger and the Hyperion acquisition, and are expected to have a continuing impact on the consolidated results. These items include, among others, adjustments to record the amortization of definite-lived intangible assets, interest expense, debt discount and deferred financing costs associated with the debt in connection with the acquisitions. Additionally, the following table sets forth unaudited financial information and has been compiled from historical financial statements and other information, but is not necessarily indicative of the results that actually would have been achieved had the transactions occurred on the dates indicated or that may be achieved in the future (in thousands, except per share data): For the Nine Months Ended September 30, 2015 2014 As reported Pro-forma adjustments (Unaudited) Pro-forma (Unaudited) As reported Pro-forma adjustments (Unaudited) Pro-forma (Unaudited) Net sales $ 512,506 $ 39,473 $ 551,979 $ 193,114 $ 133,343 $ 326,457 Net income (loss) 15,538 (25,703 ) (10,165 ) (231,956 ) (10,998 ) (242,954 ) Basic net income (loss) per share $ 0.11 $ (0.17 ) $ (0.06 ) $ (3.17 ) $ 0.78 $ (2.39 ) Diluted net income (loss) per share $ 0.10 $ (0.16 ) $ (0.06 ) $ (3.17 ) $ 0.78 $ (2.39 ) Our condensed consolidated statements of comprehensive income for the three and nine months ended September 30, 2015 include RAVICTI and BUPHENYL net sales as a result of the acquisition of Hyperion in May 2015 of $37.4 million and $60.2 million, respectively. Our condensed consolidated statements of comprehensive income also include net sales of ACTIMMUNE of $28.7 million and $79.4 million for the three and nine months ended September 30, 2015, and net sales of $2.7 million for the three and nine months ended September 30, 2014 following the Vidara Merger on September 19, 2014. Hyperion and Vidara have been fully integrated into our business and as a result of these integration efforts, we cannot distinguish between these operations and those of our legacy business. The 2014 pro forma information excludes the PENNSAID 2% acquisition as it was impracticable to include because it would require significant estimates of third-party sales amounts. In addition, prior to the Company’s acquisition of PENNSAID 2%, PENNSAID 2% did not have a significant amount of sales in 2014. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Inventories | NOTE 4 – INVENTORIES Inventories are stated at the lower of cost or market value. Inventories consist of raw materials and work-in-process and finished goods. The Company has entered into manufacturing and supply agreements for the manufacture or purchase of raw materials and production supplies. The Company’s inventories include the direct purchase cost of materials and supplies and manufacturing overhead costs. The components of inventories as of September 30, 2015 and December 31, 2014 consisted of the following (in thousands): September 30, 2015 December 31, 2014 Raw materials $ 5,731 $ 1,184 Work-in-process 1,288 389 Finished goods 10,710 15,292 Inventories, net $ 17,729 $ 16,865 Finished goods at December 31, 2014 included $3.2 million of stepped up ACTIMMUNE inventory which was fully amortized in January 2015. Finished goods at September 30, 2015 included $1.2 million of stepped up RAVICTI and BUPHENYL inventory. In the second and third quarters 2015, the Company amortized $7.5 million of RAVICTI and BUPHENYL inventory step up. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Sep. 30, 2015 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | NOTE 5 – PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets as of September 30, 2015 and December 31, 2014 consisted of the following (in thousands): September 30, 2015 December 31, 2014 Prepaid co-pay expenses $ 1,824 $ 6,718 Product samples inventory 3,741 4,014 Prepaid software license fees 1,199 1,128 Other prepaid expenses 9,702 2,510 Prepaid expenses and other current assets $ 16,466 $ 14,370 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2015 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | NOTE 6 – PROPERTY AND EQUIPMENT Property and equipment as of September 30, 2015 and December 31, 2014 consisted of the following (in thousands): September 30, 2015 December 31, 2014 Machinery and equipment $ 3,212 $ 3,288 Furniture and fixtures 704 576 Computer equipment 3,244 2,040 Software 2,452 1,481 Trade show equipment 228 392 Leasehold improvements 4,349 3,412 14,189 11,189 Less-accumulated depreciation (6,413 ) (3,948 ) Software implementation 2,604 — Property and equipment, net $ 10,380 $ 7,241 The Company capitalizes development costs associated with internal use software, including external direct costs of materials and services and payroll costs for employees devoting time to a software project. Costs incurred during the preliminary project stage, as well as costs for maintenance and training, are expensed as incurred. Software implementation at September 30, 2015 is related to new enterprise resource planning software being implemented by the Company. The software is not yet in service and as such, depreciation has not yet begun. Depreciation expense was $1.6 million and $0.4 million for the three months ended September 30, 2015 and 2014, respectively, and was $2.8 million and $1.2 million for the nine months ended September 30, 2015 and 2014, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | NOTE 7 – GOODWILL AND INTANGIBLE ASSETS Goodwill The gross carrying amount of goodwill as of September 30, 2015 was as follows (in thousands): Balance at December 31, 2014 $ — Acquired during period 259,167 Balance at September 30, 2015 $ 259,167 In May 2015, the Company recognized goodwill with a preliminary value of $259.6 million in connection with the Hyperion acquisition, which represented the excess of the purchase price over the fair value of the net assets acquired. During the quarter ended September 30, 2015, the Company recorded measurement period adjustments that resulted in a net reduction in goodwill of $0.4 million, resulting in goodwill after the measurement period adjustments of $259.2 million (see Note 3 for details). Intangible Assets The Company’s intangible assets consist of developed technology related to the Company’s approved products, ACTIMMUNE, PENNSAID 2%, RAYOS, VIMOVO, RAVICTI and BUPHENYL in the United States and LODOTRA and AMMONAPS in Europe. On September 19, 2014, in connection with the Vidara Merger, the Company capitalized $560.0 million of developed technology, $66.0 million of IPR&D and $8.1 million of customer relationships related to ACTIMMUNE. On October 17, 2014, in connection with the Company’s acquisition of the U.S. rights to PENNSAID 2%, the Company capitalized $45.0 million for the U.S. rights to developed technology of PENNSAID 2%. On May 7, 2015, in connection with the acquisition of Hyperion, the Company capitalized $1,021.6 million of developed technology related to RAVICTI and $22.6 million of developed technology related to BUPHENYL. The Company tests its intangible assets for impairment when events or circumstances may indicate that the carrying value of these assets exceeds their fair value. The Company does not believe there have been any circumstances or events that would indicate that the carrying value of any of its intangible assets was impaired at September 30, 2015 or December 31, 2014. As of September 30, 2015 and December 31, 2014, amortizable intangible assets consisted of the following (in thousands): September 30, 2015 December 31, 2014 Cost Basis Accumulated Amortization Currency Translation Net Book Value Cost Basis Accumulated Amortization Currency Translation Net Book Value Developed technology $ 1,792,495 $ (141,942 ) $ — $ 1,650,553 $ 757,484 $ (51,331 ) $ (9,190 ) $ 696,963 Customer relationships 8,100 (837 ) — 7,263 8,100 (230 ) — 7,870 Total amortizable intangible assets $ 1,800,595 $ (142,779 ) $ — $ 1,657,816 $ 765,584 $ (51,561 ) $ (9,190 ) $ 704,833 Amortization expense for the three months ended September 30, 2015 and 2014 was $41.7 million and $6.4 million, respectively, and for the nine months ended September 30, 2015 and 2014 was $91.2 million and $16.5 million, respectively. IPR&D is not amortized until successful completion of the project. As of September 30, 2015, estimated future amortization expense was as follows (in thousands): 2015 (October to December) $ 41,706 2016 166,826 2017 166,826 2018 166,826 2019 166,826 Thereafter 948,806 Total $ 1,657,816 |
Long Term Investments
Long Term Investments | 9 Months Ended |
Sep. 30, 2015 | |
Investments Debt And Equity Securities [Abstract] | |
Long Term Investments | NOTE 8 - LONG-TERM INVESTMENTS Long-term investments as of September 30, 2015 represented available-for-sale securities as follows (in thousands): September 30, 2015 December 31, 2014 Available-for-sale securities – non-current, at cost $ 71,813 $ — Unrealized losses (29,400 ) — Total available-for-sale securities – non current $ 42,413 $ — From July 9, 2015 through August 24, 2015, the Company purchased 2,250,000 shares of Depomed common stock, representing 3.75% of Depomed’s outstanding common stock. The shares were acquired at a cost of $71.8 million. Unrealized losses of $29.4 million relate to the decrease in fair value of the investment. The Company believes this decrease in fair value is consistent with trends across the industry. The Company evaluated the near-term prospects of Depomed in relation to the severity and duration of the impairment. Based on that evaluation and the Company’s ability and intent to hold these shares for a reasonable period of time sufficient for a forecasted recovery of fair value, the Company does not consider the decrease in fair value of the investment to be an “other than temporary” impairment as of September 30, 2015. Unrealized losses of $29.4 million have been recorded in comprehensive loss for the three and nine months ended September 30, 2015. |
Other Assets
Other Assets | 9 Months Ended |
Sep. 30, 2015 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Other Assets | NOTE 9 – OTHER ASSETS Other assets as of September 30, 2015 and December 31, 2014 consisted of the following (in thousands): September 30, 2015 December 31, 2014 Deferred financing costs $ 8,737 $ 11,491 Other 777 73 Other assets $ 9,514 $ 11,564 Costs incurred in connection with debt financings have been capitalized as deferred financing costs and are charged to interest expense using the effective interest method over the terms of the related debt agreements. These costs include document preparation costs, commissions, fees and expenses of investment bankers and underwriters, and accounting and legal fees. |
Accrued Trade Discounts and Reb
Accrued Trade Discounts and Rebates | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Accrued Trade Discounts and Rebates | NOTE 10 – ACCRUED TRADE DISCOUNTS AND REBATES Accrued trade discounts and rebates as of September 30, 2015 and December 31, 2014 consisted of the following (in thousands): September 30, 2015 December 31, 2014 Accrued contractual allowances $ 73,098 $ 55,678 Accrued government rebates and chargebacks 51,280 20,437 Accrued trade discounts and rebates $ 124,378 $ 76,115 Invoiced contractual allowances and government rebates and chargebacks in accounts payable 42,753 5,221 Total customer-related accruals and allowances $ 167,131 $ 81,336 Contractual allowances include co-pay assistance, product sales discounts and allowances, product launch discounts, customer rebates, distribution service fees, sales returns and prompt pay discounts. The following table summarizes changes in the Company’s customer-related accruals and allowances from December 31, 2014 to September 30, 2015 (in thousands): Contractual Allowances Government Rebates and Chargebacks Total Balance at December 31, 2014 $ 60,899 $ 20,437 $ 81,336 Current provisions relating to sales in the nine months ended September 30, 2015 719,217 113,034 832,251 Payments relating to sales in the nine months ended September 30, 2015 (620,381 ) (59,906 ) (680,287 ) Payments relating to sales in prior years (58,114 ) (16,377 ) (74,491 ) Adjustments relating to prior year sales (1,383 ) (3,475 ) (4,858 ) Hyperion acquisition on May 7, 2015 244 12,936 13,180 Balance at September 30, 2015 $ 100,482 $ 66,649 $ 167,131 |
Accrued Expenses
Accrued Expenses | 9 Months Ended |
Sep. 30, 2015 | |
Payables And Accruals [Abstract] | |
Accrued Expenses | NOTE 11 – ACCRUED EXPENSES Accrued expenses as of September 30, 2015 and December 31, 2014 consisted of the following (in thousands): September 30, 2015 December 31, 2014 Payroll-related expenses $ 38,970 $ 20,933 Consulting services 12,241 4,421 Sales and marketing expenses 4,729 2,343 Deferred rent 1,252 1,026 Accrued interest 16,460 1,260 Accrued income taxes 1,864 1,400 Accrued other 8,848 3,999 Accrued excise tax — 11,243 Accrued expenses $ 84,364 $ 46,625 Accrued payroll-related expenses at September 30, 2015 include $11.4 million relating to severance and related employee costs as a result of the Hyperion acquisition. |
Accrued Royalties
Accrued Royalties | 9 Months Ended |
Sep. 30, 2015 | |
Text Block [Abstract] | |
Accrued Royalties | NOTE 12 – ACCRUED ROYALTIES Changes in the liability for royalties during the nine months ended September 30, 2015 consisted of the following (in thousands): Balance as of December 31, 2014 $ 74,212 Assumed RAVICTI and BUPHENYL contingent royalty liabilities 86,800 Assumed RAVICTI and BUPHENYL accrued royalties 579 Remeasurement of royalty liabilities 14,277 Royalty payments (18,756 ) Accretion expense 13,571 Balance as of September 30, 2015 170,683 Less: Current portion 45,411 Accrued royalties, net of current $ 125,272 During the second quarter of 2015, based on higher sales of ACTIMMUNE and VIMOVO during the six months ended June 30, 2015 versus the Company’s original expectations and the Company’s adjusted expectations for future ACTIMMUNE and VIMOVO sales, the Company recorded a total charge of $14.3 million to cost of goods sold ($8.9 million related to VIMOVO and $5.4 million related to ACTIMMUNE) to increase the carrying value of the contingent royalties to reflect the updated estimates. The Company did not record any remeasurements of the contingent royalties during the third quarter of 2015, as there were no triggering events during the period. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 13 – FAIR VALUE MEASUREMENTS The following tables and paragraphs set forth the Company’s financial instruments that are measured at fair value on a recurring basis within the fair value hierarchy. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. The following describes three levels of inputs that may be used to measure fair value: Level 1 —Observable inputs such as quoted prices in active markets for identical assets or liabilities. Level 2 —Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 —Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company utilizes the market approach to measure fair value for its money market funds. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. As of September 30, 2015, our cash and cash equivalents included bank time deposits which were measured at fair value using Level 2 inputs and their carrying values were approximately equal to their fair values. 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. There were no transfers between the different levels of the fair value hierarchy in 2015 or in 2014. Assets and liabilities measured at fair value on a recurring basis The following table sets forth the Company’s financial assets and liabilities at fair value on a recurring basis as of September 30, 2015 and December 31, 2014 (in thousands): September 30, 2015 Level 1 Level 2 Level 3 Total Assets: Bank time deposits $ — $ 50,000 $ — $ 50,000 Money market funds 518,501 — — 518,501 Long-term investments 42,413 — — 42,413 Total assets at fair value $ 560,914 $ 50,000 $ — $ 610,914 December 31, 2014 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 111,581 $ — $ — $ 111,581 Total assets at fair value $ 111,581 $ — $ — $ 111,581 In accordance with the pronouncement guidance in ASC Topic 815 “ Derivatives and Hedging The following table presents the assumptions used by the Company to determine the fair value of the conversion option embedded in the Convertible Senior Notes as of June 27, 2014, the date the HPI stockholders approved the issuance of in excess of 13,164,951 shares of HPI’s common stock upon conversion of the Convertible Senior Notes: June 27, 2014 Stock price $ 15.96 Risk free rate 1.43 % Borrowing cost 3.75 % Weights — Credit spread (in basis points) 900 Volatility 40.00 % Initial conversion price $ 5.36 Remaining time to maturity (in years) 4.4 On June 27, 2014, the Company conducted a fair value assessment to reflect the market value adjustments for the embedded derivative due to the increase in HPI’s common stock value and for changes in the fair value assumptions, and the Company recorded a $215.0 million loss in its results of operations for the three and six months ended June 30, 2014, respectively. The entire fair value of the derivative liability of $324.4 million was reclassified to additional paid-in capital on June 27, 2014. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 14 – COMMITMENTS AND CONTINGENCIES Lease Obligations As of September 30, 2015, the Company has the following lease agreements in place for real properties: Location Approximate Square Footage Lease Expiry Date Dublin, Ireland 10,300 November 4, 2029 Deerfield, Illinois 53,500 June 30, 2018 Chicago, Illinois 6,500 December 31, 2018 Mannheim, Germany 9,500 December 31, 2016 Reinach, Switzerland 3,500 May 31, 2020 Brisbane, California 20,100 November 30, 2019 Roswell, Georgia 6,200 October 31, 2018 Purchase Commitments In August 2007, the Company entered into a manufacturing and supply agreement with Jagotec AG (“Jagotec”). Under the agreement, Jagotec or its affiliates are required to manufacture and supply RAYOS/LODOTRA exclusively to the Company in bulk. The Company committed to a minimum purchase of RAYOS/LODOTRA tablets from Jagotec for five years from the date of first launch of RAYOS/LODOTRA in a major country, as defined in the agreement, which was during April 2009. Thereafter, the agreement automatically renews on a yearly basis until either party provides two years advance written notice of termination. In April 2015 the agreement automatically renewed, therefore the earliest the agreement can expire according to this advance notice procedure is April 15, 2018, and the minimum purchase commitment is in force until April 2018. At September 30, 2015, the minimum purchase commitment based on tablet pricing in effect under the agreement was $3.0 million through April 2018. In May 2011, the Company entered into a manufacturing and supply agreement with sanofi-aventis U.S. LLC (“sanofi-aventis U.S.”), and amended the agreement effective as of September 25, 2013. Pursuant to the agreement, as amended, sanofi-aventis U.S. is obligated to manufacture and supply DUEXIS to the Company in final, packaged form, and the Company is obligated to purchase DUEXIS exclusively from sanofi-aventis U.S. for the commercial requirements of DUEXIS in North America, South America and certain countries and territories in Europe, including the European Union member states and Scandinavia. At September 30, 2015, the Company had a binding purchase commitment to sanofi-aventis U.S. for DUEXIS of $4.8 million, which is to be delivered through December 2015. In July 2013, Vidara and Boehringer Ingelheim RCV GmbH & Co. KG (“Boehringer Ingelheim”) entered into an exclusive supply agreement, which the Company assumed as a result of the Vidara Merger. Under the agreement, Boehringer Ingelheim is required to manufacture and supply interferon gamma-1 b (ACTIMMUNE) to the Company. The Company is required to purchase minimum quantities of finished drug product per annum through July 2020. As of September 30, 2015, the minimum binding purchase commitment to Boehringer Ingelheim was $22.0 million (converted using a Dollar-to-Euro exchange rate of 1.1178). In November 2013, the Company entered into a long-term master manufacturing services and product agreement with Patheon Pharmaceuticals Inc. (“Patheon”) pursuant to which Patheon is obligated to manufacture VIMOVO for the Company through December 31, 2019. The Company agreed to purchase a specified percentage of VIMOVO requirements for the United States from Patheon. The Company must pay an agreed price for final, packaged VIMOVO supplied by Patheon as set forth in the Patheon manufacturing agreement, subject to adjustments, including certain unilateral adjustments by Patheon, such as annual adjustments for inflation and adjustments to account for certain increases in the cost of components of VIMOVO other than active materials. The Company issues 12-month forecasts of the volume of VIMOVO that the Company expects to order. The first six months of the forecast are considered binding firm orders. At September 30, 2015, the Company had a binding purchase commitment with Patheon for VIMOVO of $1.9 million. In October 2014, in connection with the acquisition of the U.S. rights to PENNSAID 2% from Nuvo, the Company and Nuvo entered into an exclusive supply agreement. Under the supply agreement, Nuvo is obligated to manufacture and supply PENNSAID 2% to the Company. The initial term of our supply agreement is through December 31, 2022, but the agreement may be terminated earlier by either party for any uncured material breach by the other party of its obligations under the supply agreement or upon the bankruptcy or similar proceeding of the other party. At least 90 days prior to the first day of each calendar month during the term of the supply agreement, the Company submits a binding written purchase order to Nuvo for PENNSAID 2% in minimum batch quantities. At September 30, 2015, the Company had a binding purchase commitment with Nuvo for PENNSAID 2% of $3.6 million. Purchase orders relating to the manufacture of RAVICTI and BUPHENYL of $2.2 million were outstanding as at September 30, 2015. Royalty Agreements In connection with an August 2004 development and license agreement with SkyePharma AG (“SkyePharma”) and Jagotec, a wholly-owned subsidiary of SkyePharma, regarding certain proprietary technology and know-how owned by SkyePharma, Jagotec is entitled to receive a single digit percentage royalty on net sales of RAYOS/LODOTRA and on any sub-licensing income, which includes any payments not calculated based on the net sales of RAYOS/LODOTRA, such as license fees, lump sum and milestone payments. Under a license agreement with Pozen Inc. (Pozen”), the Company is required to pay Pozen a flat 10% royalty on net sales of VIMOVO and other products sold by the Company, its affiliates or sublicensees during the royalty term that contain gastroprotective agents in a single fixed combination oral solid dosage form with NSAIDs, subject to minimum annual royalty obligations of $7.5 million. These minimum royalty obligations will continue for each year during which one of Pozen’s patents covers such products in the United States and there are no competing products in the United States. The royalty rate may be reduced to a mid-single digit royalty rate as a result of loss of market share to competing products. The Company’s obligation to pay royalties to Pozen will expire upon the later of (a) expiration of the last-to-expire of certain patents covering such products in the United States, and (b) ten years after the first commercial sale of such products in the United States. Under a license agreement with Genentech, which was the original developer of ACTIMMUNE, the Company is or was obligated to pay royalties to Genentech on its net sales of ACTIMMUNE as follows: · Through November 25, 2014, a royalty of 45% of the first $3.7 million in net sales achieved in a calendar year, and 10% on all additional net sales in that year; · For the period from November 26, 2014 through May 5, 2018, a royalty in the 20%-30% range for the first tier in net sales and in the 1%-9% range for the second tier; and · From May 6, 2018 and for so long as the Company continues to commercially sell ACTIMMUNE, an annual royalty in the low single digits as a percentage of annual net sales. Under the terms of an agreement with Connetics, the Company is obligated to pay royalties to Connetics on the Company’s net sales of ACTIMMUNE as follows: · 0.25% of net sales of ACTIMMUNE, rising to 0.5% once cumulative net sales of ACTIMMUNE in the United States surpass $1.0 billion; and in the event the Company develops and receives regulatory approval for ACTIMMUNE in the indication of scleroderma, the Company will be obligated to pay a royalty of 4% on all net sales of ACTIMMUNE recorded for use in that indication. Under the terms of a collaboration agreement and asset purchase agreement with Ucyclyd, the Company is obligated to pay royalties to Ucyclyd on the Company’s net sales as follows: · Tiered mid to high single-digit royalties on global net sales of RAVICTI. · Tiered mid to high single-digit royalties on net sales in the United States of BUPHENYL to urea cycle disorder patients outside of the FDA-approved labeled age range for RAVICTI. The Company also licenses patented technology from Brusilow related to RAVICTI, and is obliged to pay royalties to Brusilow as follows: · Low single-digit royalties on net sales of RAVICTI through 2025. The royalty obligations for VIMOVO, ACTIMMUNE, RAVICTI and BUPHENYL are included in accrued royalties on the Company’s condensed consolidated balance sheets. Total royalty-related expense (including royalty accretion expense and royalty liability remeasurement expense) recognized in cost of goods sold for the three months ended September 30, 2015 and 2014 was $6.6 million and $2.7 million, respectively, and for the nine months ended September 30, 2015 and 2014 was $28.0 million and $18.7 million, respectively. Contingencies The Company is subject to claims and assessments from time to time in the ordinary course of business. The Company’s management does not believe that any such matters, individually or in the aggregate, will have a material adverse effect on the Company’s business, financial condition, results of operations or cash flows. In addition, the Company from time to time has billing disputes with vendors in which amounts invoiced are not in accordance with the terms of their contracts. The Company previously entered into a rebate agreement with a PBM, pursuant to which the Company was required to pay certain rebates on certain of its products that were reimbursed by health plans contracting with the PBM with respect to their formularies. In 2014, the Company sent a notice alerting the PBM of certain material breaches by the PBM under the agreement and indicating that the agreement would automatically terminate if the material breaches were not cured within 30 days. Among other things, the breaches by the PBM involved repeated invoices that included claims for rebates which were not eligible for payment under the agreement. Following the 30-day period, during which the PBM did not take action to cure the breaches or formally respond to the notice, the Company sent another notice informing the PBM that the agreement was terminated as of the end of the 30-day period in accordance with its terms and the Company ceased paying further rebates under the agreement. On November 6, 2014 and March 9, 2015, the Company received letters from the PBM asserting that the breaches the Company alleged in its termination notice were not material breaches and therefore the agreement was not terminated and remains in effect. In addition, the PBM has claimed that the Company owes approximately $68.3 million in past price protection and utilization rebates related to VIMOVO and DUEXIS and further rebates on sales of VIMOVO and DUEXIS continuing after the date the Company believes the agreement was terminated. The substantial majority of these rebate claims relate to price protection rebates on VIMOVO which the Company believes are precluded under the agreement, particularly because VIMOVO was not covered under the agreement until after the Company had established an initial price for VIMOVO under a Horizon-owned National Drug Code. Based upon the terms of the agreement and the PBM’s actions, the Company believes that the PBM’s claims in its November 6, 2014 and March 9, 2015 letters are without merit and the Company intends to vigorously defend against them. The Company currently estimates the range of potential disputes to be in the $0 to $4.7 million range and has not recorded a liability associated with any portion of the disputed amounts as the Company does not believe payment of any such amounts is probable at this time. Indemnification In the normal course of business, the Company enters into contracts and agreements that contain a variety of representations and warranties and provide for general indemnifications. The Company’s exposure under these agreements is unknown because it involves claims that may be made against the Company in the future, but have not yet been made. To date, the Company has not paid any claims or been required to defend any action related to its indemnification obligations. However, the Company may record charges in the future as a result of these indemnification obligations. In accordance with its memorandum and articles of association, the Company has indemnification obligations to its officers and directors for certain events or occurrences, subject to certain limits, while they are serving at the Company’s request in such capacity. Additionally, the Company has entered, and intends to continue to enter, into separate indemnification agreements with its directors and executive officers. These agreements, among other things, require the Company to indemnify its directors and executive officers for certain expenses, including attorneys’ fees, judgments, fines and settlement amounts incurred by a director or executive officer in any action or proceeding arising out of their services as one of the Company’s directors or executive officers, or any of the Company’s subsidiaries or any other company or enterprise to which the person provides services at the Company’s request. There have been no claims to date and the Company has a director and officer insurance policy that enables it to recover a portion of any amounts paid for future potential claims. Certain of the Company’s officers and directors have also entered into separate indemnification agreements with HPI prior to the Merger. |
Legal Proceedings
Legal Proceedings | 9 Months Ended |
Sep. 30, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Legal Proceedings | NOTE 15 – LEGAL PROCEEDINGS On July 15, 2013, the Company received a Paragraph IV Patent Certification from Watson Laboratories, Inc.—Florida, known as Actavis Laboratories FL, Inc. (“Actavis FL”), advising that Actavis FL had filed an Abbreviated New Drug Application (“ANDA”) with the FDA for a generic version of RAYOS, containing up to 5 mg of prednisone. On August 26, 2013, the Company, together with Jagotec, filed suit in the United States District Court for the District of New Jersey against Actavis FL, Actavis Pharma, Inc., Andrx Corp., and Actavis, Inc. seeking an injunction to prevent the approval of the ANDA. On October 1, 2015, the Company’s affiliate Horizon Pharma Switzerland GmbH, as well as Jagotec, entered into a License and Settlement Agreement (the “Actavis Settlement Agreement”) with Actavis FL relating to the Company’s and Jagotec’s on-going patent infringement litigation. In accordance with legal requirements, the Company, Jagotec and Actavis FL have agreed to submit the Actavis Settlement Agreement to the U.S. Federal Trade Commission and the U.S. Department of Justice for review. The parties have agreed to file stipulations of dismissal with the court regarding the litigation. The Actavis Settlement Agreement provides for a full settlement and release by each party of all claims that relate to the litigation or under the patents with respect to Actavis FL’s generic version of RAYOS tablets. Under the Actavis Settlement Agreement, the Company and Jagotec granted Actavis FL a non-exclusive license to manufacture and commercialize Actavis FL’s generic version of RAYOS tablets in the United States after the Generic Entry Date (as defined below) and to take steps necessary to develop inventory of, and prepare to commercialize, Actavis FL’s generic version of RAYOS tablets during certain limited periods prior to the Generic Entry Date. The Company and Jagotec also agreed that during the 180 days after the Generic Entry Date, the license granted to Actavis would be exclusive with respect to any third-party generic version of RAYOS tablets. Under the Actavis Settlement Agreement, the Generic Entry Date is December 23, 2022; however, Actavis FL may be able to enter the market earlier in certain circumstances. Such events relate to the resolution of any other third-party RAYOS patent litigation, the entry of other generic versions of RAYOS tablets or certain substantial reductions in RAYOS The Company and Jagotec also agreed not to sue or assert any claim against Actavis FL for infringement of any patent or patent application owned or controlled by the Company or Jagotec during the term of the Actavis Settlement Agreement based on Actavis FL’s generic version of RAYOS tablets in the United States. In turn, Actavis FL agreed not to challenge the validity or enforceability of the licensed patents. If the Company or Jagotec enter into any similar agreements with other parties with respect to generic versions of RAYOS tablets, they agreed to amend the Actavis Settlement Agreement to provide Actavis FL with terms that are no less favorable than those provided to the other parties with respect to the license terms, Generic Entry Date, permitted pre-market activities and notice provisions. On November 13, 2014, the Company received a Paragraph IV Patent Certification from Actavis FL advising that Actavis FL had filed an ANDA with the FDA for a generic version of PENNSAID 2%. Actavis FL has not advised the Company as to the timing or status of the FDA’s review of its filing. On December 23, 2014, the Company filed suit in the United States District Court for the District of New Jersey against Actavis FL., Actavis, Inc., and Actavis plc (collectively “Actavis”) seeking an injunction to prevent the approval of the ANDA. The lawsuit alleges that Actavis has infringed U.S. Patent Nos. 8,217,078, 8,252,838, 8,546,450, 8,563,613, 8,618,164, and 8,871,809 by filing an ANDA seeking approval from the FDA to market generic versions of PENNSAID 2% prior to the expiration of the patents. The subject patents are listed in the FDA’s Orange Book. The commencement of the patent infringement lawsuit stays, or bars, FDA approval of Actavis’ ANDA for 30 months or until an earlier district court decision that the subject patents are not infringed or are invalid. The court has not yet set a trial date for the Actavis action. On June 30, 2015, the Company filed suit in the United States District Court for the District of New Jersey against Actavis for patent infringement of U.S. Patent No. 9,066,913. On August 11, 2015, the Company filed suit in the United States District Court for the District of New Jersey against Actavis for patent infringement of U.S. Patent No. 9,101,591. And on September 17, 2015, the Company filed suit in the United States District Court for the District of New Jersey against Actavis for patent infringement of U.S. Patent No. 9,132,110. All three patents, U.S. Patent Nos. 9,066,913, 9,101,591, and 9,132,110 are listed in the Orange Book and have claims that cover PENNSAID 2%. These three cases have since been consolidated with the case filed against Actavis on December 23, 2014. On December 2, 2014, the Company received a Paragraph IV Patent Certification against Orange Book listed U.S. Patent Nos. 8,217,078, 8,252,838, 8,546,450, 8,563,613, 8,618,164, and 8,741,956 from Paddock Laboratories, LLC (“Paddock”) advising that Paddock had filed an ANDA with the FDA for a generic version of PENNSAID 2%. On January 9, 2015, the Company received from Paddock another Paragraph IV Patent Certification against newly Orange Book listed U.S. Patent No. 8,871,809. On January 13, 2015 and January 14, 2015, the Company filed suits in the United States District Court for the District of New Jersey and the United States District Court for the District of Delaware, respectively, against Paddock seeking an injunction to prevent the approval of the ANDA. The lawsuits alleged that Paddock has infringed U.S. Patent Nos. 8,217,078, 8,252,838, 8,546,450, 8,563,613, 8,618,164, and 8,871,809 by filing an ANDA seeking approval from the FDA to market generic versions of PENNSAID 2% prior to the expiration of the patents. On May 6, 2015, the Company entered into a settlement and license agreement (the “Perrigo settlement agreement”) with Perrigo Company plc and its subsidiary Paddock (collectively, “Perrigo”), relating to the Company’s on-going patent infringement litigation. The Perrigo settlement agreement provides for a full settlement and release by both the Company and Perrigo of all claims that were or could have been asserted in the litigation and that arise out of the issues that were the subject of the litigation or Perrigo’s generic version of PENNSAID 2%. Under the Perrigo settlement agreement, the Company granted Perrigo a non-exclusive license to manufacture and commercialize Perrigo’s generic version of PENNSAID 2% in the United States after the license effective date (as defined below) and to take steps necessary to develop inventory of, and prepare to commercialize, Perrigo’s generic version of PENNSAID 2% during certain limited periods prior to the license effective date. Under the Perrigo settlement agreement, the license effective date is January 10, 2029; however, Perrigo may be able to enter the market earlier in certain circumstances. Such events relate to the resolution of any other third-party PENNSAID 2% patent litigation, the entry of other third-party generic versions of PENNSAID 2% or certain substantial reductions in the Company’s PENNSAID 2% shipments over specified periods of time. Under the Perrigo settlement agreement, the Company also agreed not to sue or assert any claim against Perrigo for infringement of any patent or patent application owned or controlled by the Company during the term of the Perrigo settlement agreement based on the manufacture, use, sale, offer for sale, or importation of Perrigo’s generic version of PENNSAID 2% in the United States. In certain circumstances following the entry of other third-party generic versions of PENNSAID 2%, the Company may be required to supply Perrigo PENNSAID 2% as its authorized distributor of generic PENNSAID 2%, with the Company receiving specified percentages of any net sales by Perrigo. The Company also agreed that if it enters into any similar agreements with other parties with respect to generic versions of PENNSAID 2%, the Company will amend the Perrigo settlement agreement to provide Perrigo with terms that are no less favorable than those provided to the other parties. Currently, patent litigation is pending in the United States District Court for the District of New Jersey against four generic companies intending to market VIMOVO before the expiration of patents listed in the Orange Book. These cases are in the United States District Court for the District of New Jersey. They are collectively known as the VIMOVO cases, and involve the following sets of defendants: (i) Dr. Reddy’s Laboratories Inc. and Dr. Reddy’s Laboratories Ltd. (collectively, “Dr. Reddy’s”); (ii) Lupin Limited and Lupin Pharmaceuticals Inc. (collectively, “Lupin”); (iii) Mylan Pharmaceuticals Inc., Mylan Laboratories Limited, and Mylan Inc. (collectively, “Mylan”); and (iv) Watson Laboratories, Inc.—Florida, known as Actavis Laboratories FL, Inc. and Actavis Pharma, Inc. (collectively, “Actavis”). Patent litigation in the United States District Court for the District of New Jersey against a fifth generic company, Anchen Pharmaceuticals Inc. (“Anchen”), was dismissed on June 9, 2014 after Anchen recertified under Paragraph III. The Company understands that Dr. Reddy’s has entered into a settlement with AstraZeneca with respect to patent rights directed to Nexium for the commercialization of VIMOVO, and that according to the settlement agreement, Dr. Reddy’s is now able to commercialize VIMOVO under AstraZeneca’s Nexium patent rights. The settlement agreement, however, has no effect on the Pozen VIMOVO patents, which are still the subject of patent litigations. As part of the Company’s acquisition of the U.S. rights to VIMOVO, the Company has taken over and is responsible for the patent litigations that include the Pozen patents licensed to the Company under the amended and restated collaboration and license agreement for the United States with Pozen (“the Pozen license agreement”). The VIMOVO cases were filed on April 21, 2011, July 25, 2011, October 28, 2011, January 4, 2013, May 10, 2013, June 28, 2013, October 23, 2013 and May 13, 2015 and collectively include allegations of infringement of U.S. Patent Nos. 6,926,907, 8,557,285, 8,852,636, and 8,858,996. On June 18, 2015, the Company amended the complaints to add a charge of infringement of U.S. Patent No. 8,865,190. The cases asserting U.S. Patent Nos. 8,557,285 and 6,926,907 have been consolidated for discovery. The court has issued a claims construction order for these cases and has set a pretrial schedule, but has not yet set a trial date. The cases asserting U.S. Patent Nos. 8,852,636, 8,858,996, and 8,865,190 have not been consolidated for discovery. The court has not issued a claims construction order or set a pretrial schedule. The Company understands the cases arise from Paragraph IV Notice Letters providing notice of the filing of ANDAs with the FDA seeking regulatory approval to market generic versions of VIMOVO before the expiration of the patents-in-suit. The Company understands the Dr. Reddy’s notice letters were dated March 11, 2011, November 20, 2012 and April 20, 2015; the Lupin notice letters were dated June 10, 2011 and March 12, 2014; the Mylan notice letters were dated May 16, 2013 and February 9, 2015; the Actavis notice letters were dated March 29, 2013 November 5, 2013 and October 9, 2015; and the Anchen notice letter was dated September 16, 2011. On February 24, 2015, Dr. Reddy’s Laboratories, Inc. filed a Petition for Inter Partes Review (“IPR”) of U.S. Patent No. 8,557,285, one of the patents in litigation in the above referenced VIMOVO cases. On October 9, 2015, Dr. Reddy’s Laboratories, Inc.’s petition for inter partes review of U.S. Patent No. 8,557,285 was denied by the United States Patent and Trademark Office. On May 21, 2015, the Coalition for Affordable Drugs VII LLC filed a Petition for IPR of U.S. Patent No. 6,926,907, one of the patents in litigation in the above referenced VIMOVO cases. The Patent Trial and Appeal Board has not yet issued a decision with regard to whether or not the IPR will be instituted. On June 5, 2015, the Coalition for Affordable Drugs VII LLC filed another Petition for IPR of U.S. Patent No. 8,858,996, one of the patents in litigation in the above referenced VIMOVO cases. The Patent Trial and Appeal Board has not yet issued a decision with regard to whether or not the IPR will be instituted. On August 7, 2015, the Coalition for Affordable Drugs VII LLC filed another Petition for IPR of U.S. Patent No. 8,852,636, one of the patents in litigation in the above referenced VIMOVO cases. The Patent Trial and Appeal Board has not yet issued a decision with regard to whether or not the IPR will be instituted. On August 12, 2015, the Coalition for Affordable Drugs VII LLC filed another Petition for IPR of U.S. Patent No. 8,945,621, one of the patents in litigation in the above referenced VIMOVO cases. The Patent Trial and Appeal Board has not yet issued a decision with regard to whether or not the IPR will be instituted. On August 19, 2015, Lupin filed Petitions for IPR of U.S. Patent Nos. 8,858,996, 8,852,636, and 8,865,190, all patents in litigation in the above referenced VIMOVO cases. The Patent Trial and Appeal Board has not yet issued decisions with regard to whether or not IPRs will be instituted. On or about December 19, 2014, the Company filed a Notice of Opposition to a European patent, EP 2611457, to Roberto Testi, et al., covering compositions and methods for treating FA with interferon gamma, e.g., ACTIMMUNE. In the European Union, the grant of a patent may be opposed by one or more private parties. On February 2, 2015, the Company received a Paragraph IV Patent Certification against Orange Book listed U.S. Patent Nos. 8,217,078, 8,252,838, 8,546,450, 8,563,613, 8,618,164, 8,741,956, and 8,871,809 from Taro Pharmaceuticals USA, Inc. and Taro Pharmaceutical Industries, Ltd. (collectively, “Taro”) advising that Taro had filed an ANDA with the FDA for a generic version of PENNSAID 2%. On March 13, 2015, the Company filed suit in the United States District Court for the District of New Jersey against Taro seeking an injunction to prevent the approval of the ANDA. On September 9, 2015, certain subsidiaries of the Company (the “Horizon Subsidiaries”) entered into a settlement and license agreement (the “Taro Settlement Agreement”), with Taro relating to our on-going patent infringement litigation. In accordance with legal requirements, the Horizon Subsidiaries and Taro have agreed to submit the Taro Settlement Agreement to the U.S. Federal Trade Commission and the U.S. Department of Justice for review. The Horizon Subsidiaries and Taro have also agreed to file stipulations of dismissal with the courts regarding the litigation. The Taro Settlement Agreement provides for a full settlement and release by both us and Taro of all claims that were or could have been asserted in the Litigation and that arise out of the issues that were subject of the litigation or Taro’s generic version of PENNSAID 2%. Under the Taro Settlement Agreement, the Horizon Subsidiaries granted Taro a non-exclusive license to manufacture and commercialize Taro’s generic version of PENNSAID 2% in the United States after the license effective date and to take steps necessary to develop inventory of, and prepare to commercialize, Taro’s generic version of PENNSAID 2% during certain limited periods prior to the license effective date. Under the Taro Settlement Agreement, the license effective date is January 10, 2029; however, Taro may be able to enter the market earlier in certain circumstances. Such events relate to the resolution of any other third-party PENNSAID 2% patent litigation, the entry of other third-party generic versions of PENNSAID 2% or certain substantial reductions in Horizon’s PENNSAID 2% shipments over specified periods of time. Under the Taro Settlement Agreement, the Horizon Subsidiaries also agreed not to sue or assert any claim against Taro for infringement of any patent or patent application owned or controlled by the Horizon Subsidiaries during the term of the Taro Settlement Agreement based on the manufacture, use, sale, offer for sale, or importation of Taro’s generic version of PENNSAID 2% in the United States. The Horizon Subsidiaries also agreed that if they enter into any similar agreements with other parties with respect to generic versions of PENNSAID 2%, they will amend the Taro Settlement Agreement to provide Taro with terms that are no less favorable than those provided to the other parties. On March 18, 2015, the Company received a Paragraph IV Patent Certification against Orange Book listed U.S. Patent Nos. 8,217,078, 8,252,838, 8,546,450, 8,563,613, 8,618,164, 8,741,956, and 8,871,809 from Lupin Limited advising that Lupin Limited had filed an ANDA with the FDA for generic version of PENNSAID 2%. Lupin Limited has not advised the Company as to the timing or status of the FDA’s review of its filing. On April 30, 2015, the Company filed suit in the United States District Court for the District of New Jersey against Lupin, seeking an injunction to prevent the approval of the ANDA. The lawsuit alleges that Lupin has infringed U.S. Patent Nos. 8,217,078, 8,252,838, 8,546,450, 8,563,613, 8,618,164, and 8,871,809 by filing an ANDA seeking approval from the FDA to market generic versions of PENNSAID 2% prior to the expiration of the patents. The subject patents are listed in the FDA’s Orange Book. The commencement of the patent infringement lawsuit stays, or bars, FDA approval of Lupin’s ANDA for 30 months or until an earlier district court decision that the subject patents are not infringed or are invalid. The court has not yet set a trial date for the Lupin action. On June 30, 2015, the Company filed suit in the United States District Court for the District of New Jersey against Lupin for patent infringement of U.S. Patent No. 9,066,913. On August 11, 2015, the Company filed an amended complaint in the United States District Court for the District of New Jersey against Lupin that added U.S. Patent No. 9,101,591 to the litigation with respect to U.S. Patent No. 9,066,913. On September 17, 2015, the Company filed suit in the United States District Court for the District of New Jersey against Lupin for patent infringement of U.S. Patent No. 9,132,110. All three patents, U.S. Patent Nos. 9,066,913, 9,101,591, and 9,132,110 are listed in the Orange Book and have claims that cover PENNSAID 2%. The Company received from IGI Laboratories, Inc. (“IGI”) a Paragraph IV Patent Certification dated March 24, 2015 against Orange Book listed U.S. Patent Nos. 8,217,078, 8,252,838, 8,546,450, 8,563,613, 8,618,164, 8,741,956, and 8,871,809 advising that IGI had filed an ANDA with the FDA for a generic version of PENNSAID 2%. IGI has not advised the Company as to the timing or status of the FDA’s review of its filing. On May 21, 2015, the Company filed suit in the United States District Court for the District of New Jersey against IGI seeking an injunction to prevent the approval of the ANDA. The lawsuit alleges that IGI has infringed U.S. Patent Nos. 8,217,078, 8,252,838, 8,546,450, 8,563,613, 8,618,164, and 8,871,809 by filing an ANDA seeking approval from the FDA to market generic versions of PENNSAID 2% prior to the expiration of the patents. The subject patents are listed in the FDA’s Orange Book. The commencement of the patent infringement lawsuit stays, or bars, FDA approval of IGI’s ANDA for 30 months or until an earlier district court decision that the subject patents are not infringed or are invalid. The court has not yet set a trial date for the IGI action. On June 30, 2015, the Company filed suit in the United States District Court for the District of New Jersey against IGI for patent infringement of U.S. Patent No. 9,066,913. On August 11, 2015, the Company filed suit in the United States District Court for the District of New Jersey against IGI for patent infringement of U.S. Patent No. 9,101,591. On September 17, 2015, the Company filed suit in the United States District Court for the District of New Jersey against IGI for patent infringement of U.S. Patent No. 9,132,110. All three patents, U.S. Patent Nos. 9,066,913, 9,101,591, and 9,132,110 are listed in the Orange Book and have claims that cover PENNSAID 2%. The Company received from Amneal Pharmaceuticals LLC (“Amneal”) a Paragraph IV Patent Certification dated April 2, 2015 against Orange Book listed U.S. Patent Nos. 8,217,078, 8,252,838, 8,546,450, 8,563,613, 8,618,164, 8,741,956, and 8,871,809 advising that Amneal had filed an ANDA with the FDA for a generic version of PENNSAID 2%. Amneal has not advised the Company as to the timing or status of the FDA’s review of its filing. On May 15, 2015, the Company filed suit in the United States District Court for the District of New Jersey against Amneal seeking an injunction to prevent the approval of the ANDA. The lawsuit alleges that Amneal has infringed U.S. Patent Nos. 8,217,078, 8,252,838, 8,546,450, 8,563,613, 8,618,164, and 8,871,809 by filing an ANDA seeking approval from the FDA to market generic versions of PENNSAID 2% prior to the expiration of the patents. The subject patents are listed in the FDA’s Orange Book. The commencement of the patent infringement lawsuit stays, or bars, FDA approval of Amneal’s ANDA for 30 months or until an earlier district court decision that the subject patents are not infringed or are invalid. The court has not yet set a trial date for the Amneal action. On June 30, 2015, the Company filed suit in the United States District Court for the District of New Jersey against Amneal for patent infringement of U.S. Patent No. 9,066,913. On August 11, 2015, the Company filed suit in the United States District Court for the District of New Jersey against Amneal for patent infringement of U.S. Patent No. 9,101,591. On September 17, 2015, the Company filed suit in the United States District Court for the District of New Jersey against Amneal for patent infringement of U.S. Patent No. 9,132,110. All three patents, U.S. Patent Nos. 9,066,913, 9,101,591, and 9,132,110 are listed in the Orange Book and have claims that cover PENNSAID 2%. On March 17, 2014, Hyperion received notice from Par Pharmaceutical, Inc. (“Par”) that it had filed an ANDA with the FDA seeking approval for a generic version of the Company’s product RAVICTI. The ANDA contained a Paragraph IV Patent Certification alleging that two of the patents covering RAVICTI, U.S. Patent No. 8,404,215, titled “Methods of therapeutic monitoring of nitrogen scavenging drugs,” which expires in March 2032, and U.S. Patent No. 8,642,012, titled “Methods of treatment using ammonia scavenging drugs,” which expires in September 2030, are invalid and/or will not be infringed by Par’s manufacture, use or sale of the product for which the ANDA was submitted. Par did not challenge the validity, enforceability, or infringement of the Company’s primary composition of matter patent for RAVICTI, U.S. Patent No. 5,968,979 titled “Triglycerides and ethyl esters of phenylalkanoic acid and phenylalkenoic acid useful in treatment of various disorders,” which would have expired on February 7, 2015, but as to which Hyperion was granted an interim term of extension until February 7, 2016. Hyperion filed suit in the United States District Court for the Eastern District of Texas, Marshall Division, seeking an injunction to prevent the approval of Par’s ANDA and/or to prevent Par from selling a generic version of RAVICTI, On April 29, 2015, Par filed petitions for IPR of the ’215 patent and the ’012 patent. The Patent Trial and Appeal Board has not yet issued a decision with regard to whether or not IPRs will be instituted. The Company received from Lupin Limited a Paragraph IV Patent Certification dated September 4, 2015 against Orange Book listed U.S. Patent Nos. 8,404,215 and 8,642,012 advising that Lupin had filed an ANDA with the FDA for a generic version of RAVICTI. Lupin has not advised the Company as to the timing or status of the FDA’s review of its filing. On October 19, 2015 the Company filed suit in the United States District Court for the District of New Jersey against Lupin seeking an injunction to prevent the approval of the ANDA. The lawsuit alleges that Lupin has infringed U.S. Patent Nos. 8,404,215, 8,642,012, and 9,095,559 by filing an ANDA seeking approval from the FDA to market generic versions of RAVICTI prior to the expiration of the patents. The subject patents are listed in the FDA’s Orange Book. The commencement of the patent infringement lawsuit stays, or bars, FDA approval of Lupin’s ANDA for 30 months or until an earlier district court decision that the subject patents are not infringed or are invalid. The court has not yet set a trial date for the Lupin action. On August 3, 2015, HPI filed a lawsuit in the Superior Court of the State of California, County of Santa Clara, naming as defendants Depomed and the members of its board of directors (the “Depomed Board”), Vicente J. Anido, Jr., Karen A. Dawes, Louis J. Lavigne, Jr., Samuel R. Saks, James A. Schoeneck, Peter D. Staple and David B. Zenoff. The lawsuit is captioned Horizon Pharma, Inc. v. Vicente J. Anido, Jr., et al. , Case Number 1:15-cv-283835. The Superior Court has calendared for November 5, 2015 a hearing on a preliminary injunction motion by HPI to enjoin enforcement of the Depomed Rights Agreement and Sections 2(b), 2(c) and 2(d) of the Depomed bylaws. Also on August 3, 2015, Depomed filed a lawsuit in the Superior Court of the State of California, County of Santa Clara, against the Company. The lawsuit is captioned Depomed, Inc. v. Horizon Pharma plc , Case Number 1:15-cv-283834. The complaint asserts a claim for violation of the California Uniform Trade Secrets Act and breach of contract in connection with the Company’s alleged use in pursuing the proposed combination with Depomed of information obtained pursuant to a confidentiality agreement entered into as part of the Company’s consideration of a business arrangement with Janssen Pharmaceuticals Inc. relating to its U.S. rights to NUCYNTA ® , which are now owned by Depomed. The complaint also alleges that the Company made fraudulent and materially misleading statements The Superior Court has calendared for November 5, 2015 a hearing on a preliminary injunction motion by Depomed. |
Debt Agreements
Debt Agreements | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Debt Agreements | NOTE 16 – DEBT AGREEMENTS The Company’s outstanding debt balances as of September 30, 2015 and December 31, 2014 consisted of the following (in thousands): September 30, 2015 December 31, 2014 2023 Senior Notes $ 475,000 $ — 2015 Term Loan Facility due 2021 399,000 — Exchangeable Senior Notes due 2022 400,000 — 2014 Term Loan Facility — 300,000 Convertible Senior Notes — 60,985 Debt discount (132,989 ) (15,482 ) Total long-term debt 1,141,011 345,503 Less: current maturities 4,000 48,334 Long-term debt, net of current maturities $ 1,137,011 $ 297,169 2023 Senior Notes On April 29, 2015, Horizon Financing, a wholly-owned subsidiary of the Company, completed a private placement of $475.0 million aggregate principal amount of the Senior Notes (the “2023 Senior Notes”), to certain investment banks acting as initial purchasers who subsequently resold the 2023 Senior Notes to qualified institutional buyers as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and in offshore transactions to non-U.S. persons in reliance on Regulation S under the Securities Act. In connection with the closing of the Hyperion acquisition on May 7, 2015, Horizon Financing merged with and into HPI and, as a result, the 2023 Senior Notes became HPI’s general unsecured senior obligations and the Company and all of the Company’s direct and indirect subsidiaries that are guarantors under the 2015 Senior Secured Credit Facility (discussed below) fully and unconditionally guaranteed on a senior unsecured basis HPI’s obligations under the 2023 Senior Notes. The 2023 Senior Notes accrue interest at an annual rate of 6.625% payable semiannually in arrears on May 1 and November 1 of each year, beginning on November 1, 2015. The 2023 Senior Notes will mature on May 1, 2023, unless earlier exchanged, repurchased or redeemed. Except as described below, the 2023 Senior Notes may not be redeemed before May 1, 2018. Thereafter, some or all of the 2023 Senior Notes may be redeemed at any time at specified redemption prices, plus accrued and unpaid interest to the redemption date. At any time prior to May 1, 2018, some or all of the 2023 Senior Notes may be redeemed at a price equal to 100% of the aggregate principal amount thereof, plus a make-whole premium and accrued and unpaid interest to the redemption date. Also prior to May 1, 2018, up to 35% of the aggregate principal amount of the 2023 Senior Notes may be redeemed at a redemption price of 106.625% of the aggregate principal amount thereof, plus accrued and unpaid interest, with the net proceeds of certain equity offerings. In addition, the 2023 Senior Notes may be redeemed in whole but not in part at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date, if on the next date on which any amount would be payable in respect of the 2023 Senior Notes, HPI or any guarantor is or would be required to pay additional amounts as a result of certain tax related events. If the Company undergoes a change of control, HPI will be required to make an offer to purchase all of the 2023 Senior Notes at a price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest to, but not including, the repurchase date. If the Company or certain of its subsidiaries engages in certain asset sales, HPI will be required under certain circumstances to make an offer to purchase the 2023 Senior Notes at 100% of the principal amount thereof, plus accrued and unpaid interest to the repurchase date. The indenture governing the 2023 Senior Notes contains covenants that limit the ability of the Company and its restricted subsidiaries to, among other things, pay dividends or distributions, repurchase equity, prepay junior debt and make certain investments, incur additional debt and issue certain preferred stock, incur liens on assets, engage in certain asset sales, merge, consolidate with or merge or sell all or substantially all of their assets, enter into transactions with affiliates, designate subsidiaries as unrestricted subsidiaries, and allow to exist certain restrictions on the ability of restricted subsidiaries to pay dividends or make other payments to the Company. Certain of the covenants will be suspended during any period in which the notes receive investment grade ratings. The indenture also includes customary events of default. As of September 30, 2015, the fair value of the 2023 Senior Notes was approximately $415.6 million, categorized as a Level 2 instrument, as defined in Note 13. 2015 Senior Secured Credit Facility On May 7, 2015, HPI, the Company and certain of its subsidiaries entered into a credit agreement with Citibank, N.A., as administrative and collateral agent, and the lenders from time to time party thereto providing for (i) the six-year $400.0 million 2015 Term Loan Facility; (ii) an uncommitted accordion facility subject to the satisfaction of certain financial and other conditions; and (iii) one or more uncommitted refinancing loan facilities with respect to loans thereunder (the “2015 Senior Secured Credit Facility”). The initial borrower under the 2015 Term Loan Facility is HPI. The credit agreement allows for the Company and certain other subsidiaries of the Company to become borrowers under the accordion or refinancing facilities. Loans under the 2015 Term Loan Facility bear interest, at each borrower’s option, at a rate equal to either the London Inter-Bank Offer Rate (“LIBOR”), plus an applicable margin of 3.5% per year (subject to a 1.0% LIBOR floor), or the adjusted base rate plus 2.5%. The adjusted base rate is defined as the greater of (a) LIBOR (using one-month interest period) plus 1%, (b) prime rate, (c) fed funds plus ½ of 1%, and (d) 2%. The Company borrowed the full $400.0 million available under the 2015 Term Loan Facility on May 7, 2015 as a LIBOR-based borrowing. The obligations under the credit agreement and any swap obligations and cash management obligations owing to a lender (or an affiliate of a lender) thereunder are and will be guaranteed by the Company and each of the Company’s existing and subsequently acquired or organized direct and indirect subsidiaries (other than certain immaterial subsidiaries, subsidiaries whose guarantee would result in material adverse tax consequences and subsidiaries whose guarantee is prohibited by applicable law). The obligations under the credit agreement and any such swap and cash management obligations are secured, subject to customary permitted liens and other agreed upon exceptions, by a perfected security interest in (i) all tangible and intangible assets of the borrowers and the guarantors, except for certain customary excluded assets, and (ii) all of the capital stock owned by the borrowers and guarantors thereunder (limited, in the case of the stock of certain non-U.S. subsidiaries of the borrowers, to 65% of the capital stock of such subsidiaries). The borrowers are permitted to make voluntary prepayments at any time without payment of a premium, except that a 1% premium would apply to a repayment of the loans under the 2015 Term Loan Facility in connection with a repricing of, or any amendment to the 2015 Term Loan Facility in a repricing of, the loans under the 2015 Term Loan Facility effected on or prior to the date that is six months following May 7, 2015. HPI is required to make mandatory prepayments of loans under the 2015 Term Loan Facility (without payment of a premium) with (a) net cash proceeds from certain non-ordinary course asset sales (subject to reinvestment rights and other exceptions), (b) casualty proceeds and condemnation awards (subject to reinvestment rights and other exceptions), (c) net cash proceeds from issuances of debt (other than certain permitted debt), and (d) beginning with the fiscal year ending December 31, 2016, 50% of the Company’s excess cash flow (subject to decrease to 25% or 0% if the Company’s first lien leverage ratio is less than 2.25:1 and 1.75:1, respectively). The loans under the 2015 Term Loan Facility will amortize in equal quarterly installments in an aggregate annual amount equal to 1% of the original principal amount thereof, with any remaining balance payable on the final maturity date of the loans under the 2015 Term Loan Facility. The credit agreement contains customary representations and warranties and customary affirmative and negative covenants, including, among other things, restrictions on indebtedness, liens, investments, mergers, dispositions, prepayment of other indebtedness and dividends and other distributions, and customary events of default. The Company used the net proceeds from its April 2015 underwritten public offering of 17,652,500 of its ordinary shares at a price to the public of $28.25 per share (the “2015 Offering”), the offering of the 2023 Senior Notes, borrowings under the 2015 Term Loan Facility and existing cash to fund its acquisition of Hyperion, repay the outstanding amounts under the 2014 Term Loan Facility, and pay any prepayment premiums, fees and expenses in connection with the foregoing. As of September 30, 2015, the fair value of the 2015 Term Loan Facility was approximately $389.0 million, categorized as a Level 2 instrument, as defined in Note 13. Exchangeable Senior Notes On March 13, 2015, Horizon Investment completed a private placement of $400.0 million aggregate principal amount of 2.50% Exchangeable Senior Notes due 2022 to several investment banks acting as initial purchasers who subsequently resold the Exchangeable Senior Notes to qualified institutional buyers as defined in Rule 144A under the Securities Act. The net proceeds from the offering of the Exchangeable Senior Notes were approximately $387.2 million, after deducting the initial purchasers’ discount and offering expenses payable by Horizon Investment. The Exchangeable Senior Notes are fully and unconditionally guaranteed, on a senior unsecured basis, by the Company (the “Guarantee”). The Exchangeable Senior Notes and the Guarantee are Horizon Investment’s and the Company’s senior unsecured obligations. The Exchangeable Senior Notes accrue interest at an annual rate of 2.50% payable semiannually in arrears on March 15 and September 15 of each year, beginning on September 15, 2015. The Exchangeable Senior Notes will mature on March 15, 2022, unless earlier exchanged, repurchased or redeemed. The initial exchange rate is 34.8979 ordinary shares of the Company per $1,000 principal amount of the Exchangeable Senior Notes (equivalent to an initial exchange price of approximately $28.66 per ordinary share). 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 corporate events that occur prior to the maturity date or upon a tax redemption, Horizon Investment will increase the exchange rate for a holder who elects to exchange its Exchangeable Senior Notes in connection with such a corporate event or a tax redemption in certain circumstances. Other than as described below, the Exchangeable Senior Notes may not be redeemed by the Company. Issuer Redemptions: Optional Redemption for Changes in the Tax Laws of a Relevant Taxing Jurisdiction Horizon Investment may redeem the Exchangeable Senior Notes at its option, prior to March 15, 2022, in whole but not in part, in connection with certain tax-related events. Provisional Redemption on or After March 20, 2019 On or after March 20, 2019, Horizon Investment may redeem for cash all or a portion of the Exchangeable Senior Notes if the last reported sale price of ordinary shares of the Company 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 Horizon Investment provide written notice of redemption. The redemption price will be equal to 100% of the principal amount of the Exchangeable Senior Notes to be redeemed, plus accrued and unpaid interest to, but not including, the redemption date; provided that if the redemption date occurs after a regular record date and on or prior to the corresponding interest payment date, Horizon Investment will pay the full amount of accrued and unpaid interest due on such interest payment date to the record holder of the Exchangeable Senior Notes on the regular record date corresponding to such interest payment date, and the redemption price payable to the holder who presents an Exchangeable Senior Note for redemption will be equal to 100% of the principal amount of such Exchangeable Senior Note. Holder Exchange Rights: Holders may exchange all or any portion of their Exchangeable Senior Notes at their option at any time prior to the close of business on the business day immediately preceding December 15, 2021 only upon satisfaction of one or more of the following conditions: 1. Exchange upon Satisfaction of Sale Price Condition 2. Exchange upon Satisfaction of Trading Price Condition 3. Exchange upon Notice of Redemption On or after December 15, 2021, a holder may exchange all or any portion of its Exchangeable Senior Notes at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date regardless of the foregoing conditions. Upon exchange, Horizon Investment will settle exchanges of the Exchangeable Senior Notes by paying or causing to be delivered, as the case may be, cash, ordinary shares or a combination of cash and ordinary shares, at its election. The Company recorded the Exchangeable Senior Notes under the guidance in Topic ASC 470-20, Debt with Conversion and Other Options, As of September 30, 2015, the fair value of the Exchangeable Senior Notes was approximately $385.0 million, categorized as a Level 2 instrument, as defined in Note 13. 2014 Senior Secured Credit Facility On June 17, 2014, the Company entered into a credit agreement with a group of lenders and Citibank, N.A., as administrative and collateral agent to provide the Company with $300.0 million in financing through a five-year senior secured credit facility (the “2014 Senior Secured Credit Facility”). The 2014 Senior Secured Credit Facility provided for (i) the committed five-year $300.0 million 2014 Term Loan Facility with a portion of the proceeds used to effect the Vidara Merger and to pay fees and expenses in connection therewith, and with the balance being used for general corporate purposes; (ii) an uncommitted accordion facility subject to the satisfaction of certain financial and other conditions; and (iii) one or more uncommitted refinancing loan facilities with respect to loans thereunder. The initial borrower under the 2014 Term Loan Facility was U.S. HoldCo (renamed Horizon Pharma Holdings USA, Inc.). The credit agreement allowed for the Company and other subsidiaries of the Company to become borrowers under the accordion facility. Loans under the 2014 Term Loan Facility bore interest, at each borrower’s option, at a rate equal to either the LIBOR, plus an applicable margin of 8.0% per year (subject to a 1.0% LIBOR floor), or the prime lending rate, plus an applicable margin equal to 7.0% per year. The Company borrowed the full $300.0 million available on the 2014 Term Loan Facility on September 19, 2014 as a LIBOR-based borrowing. The Company paid a ticking fee to the applicable lenders of $3.2 million covering the period beginning on the date that was 31 days following the effective date of the 2014 Senior Secured Credit Facility and continued through the closing of the Vidara Merger. On May 7, 2015, the Company repaid the entire $300 million outstanding amount under the 2014 Senior Secured Credit Facility in connection with the closing of the Hyperion acquisition and recognized a $56.8 million loss on debt extinguishment as a result of the early repayment. Convertible Senior Notes On November 22, 2013, the Company issued $150.0 million aggregate principal amount of Convertible Senior Notes and received net proceeds of $143.6 million, after deducting fees and expenses of $6.4 million. Pursuant to a number of factors outlined in ASC Topic 815, Derivatives and Hedging, The derivative liability was subject to revaluation on a quarterly basis to reflect the market value change of the embedded conversion option. On June 27, 2014, HPI’s stockholders approved the issuance of shares of HPI’s common stock in excess of 13,164,951 shares upon conversion of the Convertible Senior Notes. As such, on the date of approval, the derivative liability was re-measured to a final fair value and the entire fair value of the derivative liability of $324.4 million was reclassified to additional paid-in capital and the Company recorded a $215.0 million loss in its results of operations from remeasurement of the derivative liability. In the fourth quarter of 2014, the Company entered into separate, privately-negotiated conversion agreements with certain holders of the Convertible Senior Notes. Under the conversion agreements, the holders agreed to convert an aggregate principal amount of $89.0 million of Convertible Senior Notes held by them and the Company agreed to settle such conversions by issuing 16,594,793 ordinary shares. In addition, pursuant to the conversion agreements, the Company made an aggregate cash payment of $16.7 million to the holders for additional exchange consideration and $1.7 million of accrued and unpaid interest, and recognized a non-cash charge of $11.7 million related to the extinguishment of debt as a result of the note conversions. In the first and second quarters of 2015, the Company entered into separate, privately-negotiated conversion agreements with certain holders of the Convertible Senior Notes (“2015 Conversions”) which were on substantially the same terms as prior conversion agreements entered into by the Company. Under the 2015 Conversions, the applicable holders agreed to convert an aggregate principal amount of $61.0 million of Convertible Senior Notes held by them and the Company agreed to settle such conversions by issuing an aggregate of 11,368,921 ordinary shares. In addition, pursuant to such conversion agreements, the Company made an aggregate cash payment of $10.0 million to the applicable holders for additional exchange consideration and $0.9 million for accrued and unpaid interest, and recognized a non-cash charge of $10.1 million related to the extinguishment of debt as a result of the note conversions. Following the closings under the 2015 Conversions, there were no Convertible Senior Notes remaining outstanding. |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Shareholders' Equity | NOTE 17 – SHAREHOLDERS’ EQUITY On April 21, 2015, the Company closed the 2015 Offering of 17,652,500 of its ordinary shares at a price to the public of $28.25 per share. The net proceeds to the Company from the 2015 Offering were approximately $475.6 million, after deducting underwriting discounts and other offering expenses payable by the Company. During the nine months ended September 30, 2015, the Company issued an aggregate of 3,984,950 ordinary shares upon the cash exercise of warrants and the Company received proceeds of $18.1 million representing the aggregate exercise price for such warrants. In addition, warrants to purchase an aggregate of 1,090,952 ordinary shares of the Company were exercised in cashless exercises, resulting in the issuance of 887,559 ordinary shares. As of September 30, 2015, there were outstanding warrants to purchase 1,619,030 ordinary shares of the Company. During the nine months ended September 30, 2015, the Company issued an aggregate of 711,546 ordinary shares in connection with the exercise of stock options and received $4.6 million in proceeds. During the nine months ended September 30, 2015, in connection with the Convertible Senior Notes conversions, the Company issued an aggregate of 11,368,921 ordinary shares. During the nine months ended September 30, 2015, the Company issued an aggregate of 376,083 ordinary shares pursuant to employee stock purchase plans and received $1.5 million in proceeds. During the nine months ended September 30, 2015, the Company issued an aggregate of 255,162 ordinary shares in net settlement of vested restricted stock units. |
Share-Based Incentive Plans
Share-Based Incentive Plans | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-Based Incentive Plans | NOTE 18 – SHARE-BASED INCENTIVE PLANS Employee Stock Purchase Plans 2011 Employee Stock Purchase Plan . In July 2010, HPI’s board of directors adopted the 2011 Employee Stock Purchase Plan (the “2011 ESPP”). In June 2011, HPI’s stockholders approved the 2011 ESPP, and it became effective upon the signing of the underwriting agreement related to HPI’s initial public offering in July 2011. Upon consummation of the Vidara Merger, the Company assumed the 2011 ESPP, and upon the effectiveness of the 2014 ESPP, no additional offerings were or will be commenced and no additional purchase rights were or will be granted under the 2011 ESPP, although all purchase rights outstanding under any offering that commenced under the 2011 ESPP prior to the Vidara Merger remain outstanding pursuant to their existing terms. 2014 Employee Stock Purchase Plan . On May 17, 2014, HPI’s board of directors adopted the 2014 Employee Stock Purchase Plan (the “2014 ESPP”). On September 18, 2014, at a special meeting of the stockholders of HPI (the “Special Meeting”), HPI’s stockholders approved the 2014 ESPP. Upon consummation of the Vidara Merger, the Company assumed the 2014 ESPP, which serves as the successor to the 2011 ESPP. As of September 30, 2015, an aggregate of 9,553,253 ordinary shares were authorized and available for future issuance under the 2014 ESPP. Share-Based Compensation Plans 2005 Stock Plan . In October 2005, HPI adopted the 2005 Stock Plan (the “2005 Plan”). Upon the signing of the underwriting agreement related to HPI’s initial public offering, on July 28, 2011, no further option grants were made under the 2005 Plan. All stock awards granted under the 2005 Plan prior to July 28, 2011 continue to be governed by the terms of the 2005 Plan. Upon consummation of the Vidara Merger, the Company assumed the 2005 Plan. 2011 Equity Incentive Plan . In July 2010, HPI’s board of directors adopted the 2011 Equity Incentive Plan (the “2011 EIP”). In June 2011, HPI’s stockholders approved the 2011 EIP, and it became effective upon the signing of the underwriting agreement related to HPI’s initial public offering on July 28, 2011. Upon consummation of the Vidara Merger, the Company assumed the 2011 EIP, and upon the effectiveness of the Horizon Pharma Public Limited Company 2014 Equity Incentive Plan (the “2014 EIP”), no additional stock awards were or will be made under the 2011 Plan, although all outstanding stock awards granted under the 2011 Plan continue to be governed by the terms of the 2011 Plan. 2014 Equity Incentive Plan and 2014 Non-Employee Equity Incentive Plan . On May 17, 2014, HPI’s board of directors adopted the 2014 EIP and the Horizon Pharma Public Limited Company 2014 Non-Employee Equity Plan (the “2014 Non-Employee Equity Plan”). At the Special Meeting, HPI’s stockholders approved the 2014 EIP and 2014 Non-Employee Equity Plan. Upon consummation of the Vidara Merger, the Company assumed the 2014 EIP and 2014 Non-Employee Equity Plan, which serve as successors to the 2011 EIP. The 2014 EIP provides for the grant of incentive and nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other stock awards that may be settled in cash, shares or other property to the employees of the Company (or a subsidiary company). The number of ordinary shares of the Company that were initially authorized for issuance under the 2014 EIP was no more than 22,052,130, which number consisted of (i) 15,500,000 ordinary shares of the Company; plus (ii) the number of shares available for issuance pursuant to the grant of future awards under the 2011 EIP; plus (iii) any shares subject to outstanding stock awards granted under the 2011 EIP and the 2005 Plan that expire or terminate for any reason prior to exercise or settlement or are forfeited, redeemed or repurchased because of the failure to meet a contingency or condition required to vest such shares; less (iv) 10,000,000 shares, which is the additional number of shares which were previously approved as an increase to the share reserve of the 2011 EIP. On March 23, 2015, the compensation committee of the Company’s board of directors approved amending the 2014 EIP subject to shareholder approval to, among other things, increase the aggregate number of shares authorized for issuance under the 2014 EIP by 14,000,000 shares. On May 6, 2015, the shareholders of the Company approved the amendment to the 2014 EIP. The Company’s board of directors has authority to suspend or terminate the 2014 EIP at any time. The 2014 Non-Employee Equity Plan provides for the grant of nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards and other forms of stock awards that may be settled in cash, shares or other property to the non-employee directors and consultants of the Company (or a subsidiary company). The total number of ordinary shares of the Company authorized for issuance under the 2014 Non-Employee Equity Plan is 2,500,000. The Company’s board of directors has authority to suspend or terminate the 2014 Non-Employee Equity Plan at any time. As of September 30, 2015, an aggregate of 1,838,748 and 2,277,007 ordinary shares were authorized and available for future grants under the 2014 EIP and 2014 Non-Employee Equity Plan, respectively. Stock Options The following table summarizes stock option activity during the nine months ended September 30, 2015: Options Weighted Average Exercise Price Weighted Remaining Contractual Term Aggregate Intrinsic Value (in thousands) Outstanding as of December 31, 2014 7,027,683 $ 8.95 Granted 7,723,788 $ 24.10 Exercised (711,546 ) $ 6.51 Forfeited (601,640 ) $ 13.73 Outstanding as of September 30, 2015 13,438,285 $ 17.58 8.59 $ 63,842 Exercisable as of September 30, 2015 3,338,592 $ 9.14 6.55 $ 36,570 The fair value of each stock option award is estimated on the date of grant using the Black-Scholes option pricing model. The determination of the fair value of each stock option is affected by the Company’s share price on the date of grant, as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, the Company’s expected stock price volatility over the expected life of the awards and actual and projected stock option exercise behavior. The weighted average fair value per share of stock option awards granted during the nine months ended September 30, 2015 and 2014, and assumptions used to value stock options, are as follows: For the Nine Months Ended September 30, 2015 2014 Dividend yield — — Risk-free interest rate 1.59 % 1.92 % Weighted average volatility 77.1 % 83.06 % Expected life (in years) 6.04 6.02 Weighted average grant date fair value per share of options granted $ 16.20 $ 8.77 Dividend yield The Company has never paid dividends and does not anticipate paying any dividends in the near future. Additionally, the 2015 Senior Secured Credit Facility (described in Note 16 above) contains covenants that restrict the Company from issuing dividends. Risk-Free Interest Rate The Company determined the risk-free interest rate by using a weighted average assumption equivalent to the expected term based on the U.S. Treasury constant maturity rate as of the date of grant. Volatility The Company used an average historical share price volatility of comparable companies to be representative of future share price volatility, as the Company did not have sufficient trading history for its ordinary shares. Expected Term Given the Company’s limited historical exercise behavior, the expected term of options granted was determined using the “simplified” method since the Company does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term. Under this approach, the expected term is presumed to be the average of the vesting term and the contractual life of the option. Forfeitures As share-based compensation expense recognized in the condensed consolidated statements of comprehensive income (loss) is based on awards ultimately expected to vest, it has been reduced for estimated forfeitures based on actual forfeiture experience, analysis of employee turnover and other factors. ASC Topic 718, Compensation-Stock Compensation Restricted Stock Units The following table summarizes restricted stock unit activity for the nine months ended September 30, 2015: Number of Units Weighted Average Grant-Date Fair Value Per Units Outstanding as of December 31, 2014 1,593,502 $ 8.60 Granted 2,255,248 $ 23.55 Vested (378,299 ) $ 7.81 Forfeited (77,400 ) $ 15.10 Outstanding as of September 30, 2015 3,393,051 $ 18.48 Performance Stock Unit Awards The following table summarizes performance stock unit awards (“PSUs”) activity for the nine months ended September 30, 2015: Number of Units Weighted Average Grant-Date Fair Value Per Unit Average Illiquidity Discount Recorded Weighted Average Fair Value Per Unit Outstanding as of December 31, 2014 25,000 $ 12.36 N/A N/A Granted 12,988,000 $ 15.07 14.5% $ 12.89 Vested — N/A N/A N/A Forfeited (132,000 ) $ 14.39 7.3% $ 13.34 Outstanding as of September 30, 2015 12,881,000 $ 15.08 14.6% $ 12.88 In March 2015, the compensation committee of the Company’s board of directors (the “Committee”) approved the grant of 10,604,000 PSUs to certain members of the Company’s executive committee, senior leadership team and other key employees. 7,998,000 of these PSUs were granted subject to shareholder approval of certain amendments of the 2014 EIP, which occurred on May 6, 2015. In May 2015, the Committee granted 1,264,000 PSUs to new and promoted key employees. On August 5, 2015, the Committee granted 980,000 PSUs to a new member of the Company’s Executive Committee and new key employees. On September 2, 2015, the Committee granted 140,000 PSUs to a promoted key employee. The PSUs will vest if the Company’s total compounded annual shareholder rate of return (“TSR”) over three performance measurement periods summarized below equals or exceeds a minimum of 15%. Vesting Tranche Percent of Total PSU Award Beginning of Performance Measurement Period End of Performance Measurement Period Length of Performance Measurement Period (Years) Tranche One 33.3 % March 23, 2015 December 22, 2017 2.75 Tranche Two 33.3 % March 23, 2015 March 22, 2018 3.00 Tranche Three 33.3 % March 23, 2015 June 22, 2018 3.25 The PSUs will vest in amounts ranging from 25% to 100% based on the achievement of the following TSR over the three performance periods: TSR Achieved Vesting 15% 25 % 30% 50 % 45% 75 % 60% 100 % The TSR will be based on the volume weighted average trading price (“VWAP”) of the Company’s ordinary shares over the 20 trading days ending on the last day of each of the three performance measurement periods versus the VWAP of the Company’s ordinary shares over the 20 trading days ended March 23, 2015 of $21.50. The PSUs are subject to a post vesting holding period of one year for 50% of the PSUs and two years for 50% of the PSUs for executive committee members and one year for 50% of the PSUs for non-executive committee members. The Company accounts for the PSUs as equity-settled awards in accordance with ASC 718. Because the value of the PSUs is dependent upon the attainment of a level of TSR, it requires the impact of the market condition to be considered when estimating the fair value of the PSUs. As a result, the Monte Carlo model is applied. The average estimated fair value of each outstanding PSU granted under the 2014 EIP is as follows: Number of Units Weighted Average Fair Value Per Unit Average Illiquidity Discount Recorded Average Fair Value Per Unit Executive committee members 9,872,000 $ 15.12 17.1 % $ 12.54 Non-executive committee members 2,984,000 $ 14.95 6.3 % $ 14.00 12,856,000 $ 15.08 14.6 % $ 12.88 For the nine months ended September 30, 2015, the Company recorded $24.9 million of expense related to PSUs. Cash Long-Term Incentive Program On November 5, 2014, the compensation committee of the Company’s board of directors approved a performance cash long-term incentive program for the members of the Company’s executive committee and executive leadership team, including its executive officers (the “Cash Bonus Program”). Participants in the Cash Bonus Program will be eligible for a specified cash bonus. The Cash Bonus Program pool funding of $16.5 million was determined based on the Company’s actual TSR over the period from November 5, 2014 to May 6, 2015, and the bonus will be earned and payable only if the TSR for the period from November 5, 2014 to November 4, 2017 is greater than 15%. The portion of the total bonus pool payable to individual participants is based on allocations established by the Company’s compensation committee. Participants must remain employed by the Company through November 4, 2017 unless a participant’s earlier departure from employment is due to death, disability, termination without cause or a change in control transaction. Bonus payments under the Cash Bonus Program, if any, will be made after November 4, 2017. The Company accounts for the Cash Bonus Program under the liability method in accordance with ASC 718. Because vesting of the bonus pool is dependent upon the attainment of a VWAP of $18.37 or higher over the 20 trading days ending November 4, 2017, the Cash Bonus Program will be considered to be subject to a “market condition” for the purposes of ASC 718. ASC 718 requires the impact of the market condition to be considered when estimating the fair value of the bonus pool. As a result, the Monte Carlo simulation model is applied and the fair value is revalued at each reporting period. As of September 30, 2015 and December 31, 2014, the estimated fair value was $5.4 million and $1.6 million, respectively. For the nine months ended September 30, 2015, the Company recorded $1.5 million of expense related to the Cash Bonus Program. The most significant valuation assumptions used as of September 30, 2015 include: · Valuation Date Stock Price - $19.82. · Expected Volatility - The expected volatility assumption of 71.69% is based on the Company’s historical volatility over the 2.1 year period ending September 30, 2015, based upon daily stock price observations. · Risk Free Rate - 0.67%, which is based upon the yield on U.S. Treasury Separate Trading of Registered Interest and Principal Securities with a remaining term of 2.1 years as of September 30, 2015. Share-Based Compensation Expense The following table summarizes share-based compensation expense included in the Company’s condensed consolidated statements of operations for the nine months ended September 30, 2015 and 2014 (in thousands): For the Nine Months Ended September 30, 2015 2014 Share-based compensation expense: Research and development $ 4,712 $ 1,152 Sales and marketing 15,571 3,278 General and administrative 37,513 5,681 Total share-based compensation expense $ 57,796 $ 10,111 No material income tax benefit has been recognized relating to share-based compensation expense and no tax benefits have been realized from exercised stock options, due to the Company’s net loss position. As of September 30, 2015, the Company estimates that pre-tax unrecognized compensation expense of $322.6 million for all unvested share-based awards, including stock options, restricted stock units and PSUs, will be recognized through the third quarter of 2019. The Company expects to satisfy the exercise of stock options and future distribution of shares for restricted stock units and PSUs by issuing new ordinary shares which have been reserved under the 2014 EIP. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 19 – INCOME TAXES The Company accounts for income taxes based upon an asset and liability approach. Deferred tax assets and liabilities represent the future tax consequences of the differences between the financial statement carrying amounts of assets and liabilities versus the tax basis of assets and liabilities. Under this method, deferred tax assets are recognized for deductible temporary differences, and operating loss and tax credit carryforwards. Deferred tax liabilities are recognized for taxable temporary differences. Deferred tax assets are reduced by valuation allowances when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The impact of tax rate changes on deferred tax assets and liabilities is recognized in the year that the change is enacted. The following table presents the expense (benefit) for income taxes for the three and nine months ended September 30, 2015 and 2014 (in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2015 2014 2015 2014 Profit (loss) before expense (benefit) for income taxes $ 25,256 $ (979 ) $ (121,250 ) $ (235,223 ) Expense (benefit) for income taxes 21,979 (3,042 ) (136,788 ) (3,267 ) Net income (loss) $ 3,277 $ 2,063 $ 15,538 $ (231,956 ) During the nine months ended September 30, 2015, the Company recorded a benefit for income taxes of $136.8 million compared to an income tax benefit of $3.3 million during the nine months ended September 30, 2014. The increase in income tax benefit during the nine months ended September 30, 2015 was primarily attributable to the release of valuation allowances in the United States due to the recognition of significant deferred tax liabilities as a result of the Hyperion acquisition as well as the ability to recognize a tax benefit for the Company’s U.S. tax consolidation group losses projected to be incurred during 2015. Deferred tax assets and liabilities arise from acquisition accounting adjustments where book values of certain assets and liabilities differ from their tax bases. Deferred tax assets and liabilities are recorded at the currently enacted rates which will be in effect at the time when the temporary differences are expected to reverse in the country where the underlying assets and liabilities are located. Hyperion’s developed technology as of the acquisition date was located primarily in the United States where a U.S. tax rate of 39% is being utilized and a significant deferred tax liability has been recorded. Upon consummation of the Hyperion acquisition, Hyperion became a member of the Company’s U.S. tax consolidation group. As such, its tax assets and liabilities were considered in determining the appropriate amount (if any) of valuation allowances that should be recognized in assessing the realizability of the group’s deferred tax assets. The Hyperion acquisition adjustments resulted in the recognition of significant net deferred tax liabilities. Per ASC 740, future reversals of existing taxable temporary differences provide objectively verifiable evidence that should be considered as a source of taxable income to realize a tax benefit for deductible temporary differences and carryforwards. Generally, the existence of sufficient taxable temporary differences will enable the use of the tax benefit of existing deferred tax assets. As of the first quarter of 2015, the Company had significant U.S. federal and state valuation allowances. These valuation allowances were released in the second quarter of 2015 to reflect the recognition of Hyperion’s deferred tax liabilities that will provide taxable temporary differences that will be realized within the carryforward period of the Company’s U.S. tax consolidation group’s available net operating losses and other deferred tax assets. Accordingly, the Company recorded an income tax benefit of $105.1 million in the second quarter of 2015 relating to the release of an existing U.S. federal and state valuation allowances. The deferred tax effect of unrealized losses recognized with respect to the decrease in fair value of the investment in Depomed common stock recorded in comprehensive loss during the three and nine months ended September 30, 2015 was fully offset by valuation allowances in the same periods. |
Basis of Presentation and Bus25
Basis of Presentation and Business Overview (Policies) | 9 Months Ended |
Sep. 30, 2015 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation On September 19, 2014, the businesses of Horizon Pharma, Inc. (“HPI”) and Vidara Therapeutics International Public Limited Company (“Vidara”) were combined in a merger transaction (the “Vidara Merger”), accounted for as a reverse acquisition under the acquisition method of accounting for business combinations, with HPI treated as the acquiring company in the Vidara Merger for accounting purposes. As part of the Vidara Merger, a wholly-owned subsidiary of Vidara merged with and into HPI, with HPI surviving the Vidara Merger as a wholly-owned subsidiary of Vidara. Prior to the Vidara Merger, Vidara changed its name to Horizon Pharma plc (“New Horizon” or the “Company”). Upon the consummation of the Vidara Merger, the historical financial statements of HPI became the Company’s historical financial statements. Accordingly, the historical financial statements of HPI are included in the comparative prior periods. On May 7, 2015, the Company completed its acquisition of Hyperion Therapeutics Inc. (“Hyperion”) in which the Company acquired all of the issued and outstanding shares of Hyperion’s common stock for $46.00 per share in cash or approximately $1.1 billion on a fully-diluted basis. Following the completion of the acquisition, Hyperion became a wholly-owned subsidiary of the Company and was renamed as Horizon Therapeutics, Inc. The unaudited condensed consolidated financial statements presented herein include the results of operations of the acquired business from the date of acquisition. The unaudited condensed consolidated financial statements presented herein have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the financial statements do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair statement of the financial statements have been included. Operating results for the nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. The December 31, 2014 condensed consolidated balance sheet was derived from audited financial statements, but does not include all disclosures required by GAAP. The unaudited condensed consolidated financial statements presented herein include the accounts of the Company and its wholly-owned subsidiaries. All inter-company transactions and balances have been eliminated. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements From time to time, the Company adopts, as of the specified effective date, new accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies. Unless otherwise discussed, the Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on the Company’s financial position or results of operations upon adoption. In May 2014, the FASB issued a new standard to achieve a consistent application of revenue recognition within the United States, resulting in a single revenue model to be applied by reporting companies under GAAP. Under the new model, recognition of revenue occurs when a customer obtains control of promised goods or services in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the new standard requires that reporting companies disclose the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. On July 9, 2015, the FASB agreed to delay the effective date by one year. In accordance with the agreed upon delay, the new standard is effective for the Company beginning in the first quarter of 2018. Early adoption is permitted, but not before the original effective date of the standard. The new standard is required to be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying it recognized at the date of initial application. The Company has not yet selected a transition method nor has it determined the impact of the new standard on its condensed consolidated financial statements. In August 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-15, Presentation of Financial Statements — Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. On April 7, 2015, the FASB issued ASU No. 2015-03, Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. In July 2015, the FASB issued ASU No. 2015-11, Inventory (Topic 330): Simplifying the Measurement of Inventory. In September 2015, the FASB issued ASU No. 2015-16, Business Combinations |
Net Income (Loss) Per Share (Ta
Net Income (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Income (Loss) per Share | The following table presents basic net income (loss) per share for the three and nine months ended September 30, 2015 and 2014 (in thousands, except share and per share data): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Basic net income (loss) per share calculation: Net income (loss) 3,277 2,063 15,538 (231,956) Weighted average of ordinary shares outstanding 159,035,580 78,392,971 145,208,252 73,109,603 Basic net income (loss) per share $ 0.02 $ 0.03 $ 0.11 $ (3.17) The following table presents diluted net income (loss) per share for the three and nine months ended September 30, 2015 and 2014 (in thousands, except share and per share data): Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Diluted net income (loss) per share calculation: Net income (loss) 3,277 2,063 15,538 (231,956) Weighted average of ordinary shares outstanding 166,830,800 85,687,267 154,005,671 73,109,603 Diluted net income (loss) per share $ 0.02 $ 0.02 $ 0.10 $ (3.17) |
Schedule of Outstanding Securities Excluded from Computation of Diluted Net Income (Loss) per Share | The outstanding securities in the table below were excluded from the computation of diluted net income (loss) per share for the three and nine months ended September 30, 2015 and 2014 due to being potentially anti-dilutive: Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Stock options — — — 6,718,287 Restricted stock units — — — 1,637,399 Warrants — — — 7,825,821 Convertible Senior Notes — 27,964,200 — 27,964,200 — 27,964,200 — 44,145,707 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Consolidated Pro Forma Financial Information | Additionally, the following table sets forth unaudited financial information and has been compiled from historical financial statements and other information, but is not necessarily indicative of the results that actually would have been achieved had the transactions occurred on the dates indicated or that may be achieved in the future (in thousands, except per share data): For the Nine Months Ended September 30, 2015 2014 As reported Pro-forma adjustments (Unaudited) Pro-forma (Unaudited) As reported Pro-forma adjustments (Unaudited) Pro-forma (Unaudited) Net sales $ 512,506 $ 39,473 $ 551,979 $ 193,114 $ 133,343 $ 326,457 Net income (loss) 15,538 (25,703 ) (10,165 ) (231,956 ) (10,998 ) (242,954 ) Basic net income (loss) per share $ 0.11 $ (0.17 ) $ (0.06 ) $ (3.17 ) $ 0.78 $ (2.39 ) Diluted net income (loss) per share $ 0.10 $ (0.16 ) $ (0.06 ) $ (3.17 ) $ 0.78 $ (2.39 ) |
Hyperion Therapeutics, Inc. [Member] | |
Total Consideration for Acquisition | The total consideration for the acquisition was approximately $1.1 billion and was composed of the following (in thousands): Fully diluted equity value (21,425,909 shares at $46.00 per share) $ 985,592 Net settlements on the exercise of stock options, restricted stock and performance stock units 89,806 Total consideration $ 1,075,398 |
Fair Values Assigned to Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary fair values assigned to the assets acquired and the liabilities assumed by the Company, along with the resulting goodwill before and after the measurement period adjustments (in thousands): (Liabilities assumed) and assets acquired: Before Adjustments After Deferred tax liability $ (399,189 ) $ 164 $ (399,025 ) Other liabilities (502 ) 502 — Accounts payable (2,439 ) (2,439 ) Accrued expenses (20,745 ) (20,745 ) Contingent royalties (86,800 ) (86,800 ) Cash and cash equivalents 53,037 53,037 Short-term investments 39,049 39,049 Long-term investments 25,574 25,574 Accounts receivable, net 11,683 175 11,858 Inventory 13,941 (443 ) 13,498 Prepaid expenses and other current assets 2,533 2,533 Property and equipment 1,044 1,044 Deferred tax assets 134,324 134,324 Other non-current assets 123 123 Developed technology 1,044,200 1,044,200 Goodwill 259,565 (398 ) 259,167 Fair value of consideration paid $ 1,075,398 $ 1,075,398 |
Vidara Therapeutics Holdings LLC [Member] | |
Fair Values Assigned to Assets Acquired and Liabilities Assumed | The following table summarizes the fair values assigned to the assets acquired and the liabilities assumed by the Company pursuant to the Vidara Merger, along with the resulting bargain purchase gain (in thousands): Allocation Cash and cash equivalents $ 34,401 Accounts receivable, net 11,838 Inventories 15,422 Other receivable—net working capital adjustment 195 Prepaid expenses 138 Property and equipment 289 Deferred tax assets 2,907 Customer relationships 8,100 In-process research and development 66,000 Developed technology 560,000 Accounts payable (1,781 ) Accrued expenses and other current liabilities (32,372 ) Contingent royalties (33,600 ) Other liabilities (775 ) Deferred tax liabilities (7,170 ) Bargain purchase gain (22,171 ) Fair value of consideration paid $ 601,421 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Inventory Disclosure [Abstract] | |
Components of Inventories | The components of inventories as of September 30, 2015 and December 31, 2014 consisted of the following (in thousands): September 30, 2015 December 31, 2014 Raw materials $ 5,731 $ 1,184 Work-in-process 1,288 389 Finished goods 10,710 15,292 Inventories, net $ 17,729 $ 16,865 |
Prepaid Expenses and Other Cu29
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets as of September 30, 2015 and December 31, 2014 consisted of the following (in thousands): September 30, 2015 December 31, 2014 Prepaid co-pay expenses $ 1,824 $ 6,718 Product samples inventory 3,741 4,014 Prepaid software license fees 1,199 1,128 Other prepaid expenses 9,702 2,510 Prepaid expenses and other current assets $ 16,466 $ 14,370 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | Property and equipment as of September 30, 2015 and December 31, 2014 consisted of the following (in thousands): September 30, 2015 December 31, 2014 Machinery and equipment $ 3,212 $ 3,288 Furniture and fixtures 704 576 Computer equipment 3,244 2,040 Software 2,452 1,481 Trade show equipment 228 392 Leasehold improvements 4,349 3,412 14,189 11,189 Less-accumulated depreciation (6,413 ) (3,948 ) Software implementation 2,604 — Property and equipment, net $ 10,380 $ 7,241 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Gross Carrying Amount of Goodwill | Goodwill The gross carrying amount of goodwill as of September 30, 2015 was as follows (in thousands): Balance at December 31, 2014 $ — Acquired during period 259,167 Balance at September 30, 2015 $ 259,167 |
Amortizable Intangible Assets | As of September 30, 2015 and December 31, 2014, amortizable intangible assets consisted of the following (in thousands): September 30, 2015 December 31, 2014 Cost Basis Accumulated Amortization Currency Translation Net Book Value Cost Basis Accumulated Amortization Currency Translation Net Book Value Developed technology $ 1,792,495 $ (141,942 ) $ — $ 1,650,553 $ 757,484 $ (51,331 ) $ (9,190 ) $ 696,963 Customer relationships 8,100 (837 ) — 7,263 8,100 (230 ) — 7,870 Total amortizable intangible assets $ 1,800,595 $ (142,779 ) $ — $ 1,657,816 $ 765,584 $ (51,561 ) $ (9,190 ) $ 704,833 |
Estimated Future Amortization Expense | As of September 30, 2015, estimated future amortization expense was as follows (in thousands): 2015 (October to December) $ 41,706 2016 166,826 2017 166,826 2018 166,826 2019 166,826 Thereafter 948,806 Total $ 1,657,816 |
Long Term Investments (Tables)
Long Term Investments (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Investments Debt And Equity Securities [Abstract] | |
Schedule of Available-for-sale Securities | Long-term investments as of September 30, 2015 represented available-for-sale securities as follows (in thousands): September 30, 2015 December 31, 2014 Available-for-sale securities – non-current, at cost $ 71,813 $ — Unrealized losses (29,400 ) — Total available-for-sale securities – non current $ 42,413 $ — |
Other Assets (Tables)
Other Assets (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Schedule of Other Assets | Other assets as of September 30, 2015 and December 31, 2014 consisted of the following (in thousands): September 30, 2015 December 31, 2014 Deferred financing costs $ 8,737 $ 11,491 Other 777 73 Other assets $ 9,514 $ 11,564 |
Accrued Trade Discounts and R34
Accrued Trade Discounts and Rebates (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Equity [Abstract] | |
Schedule of Accrued Trade Discounts and Rebates | Accrued trade discounts and rebates as of September 30, 2015 and December 31, 2014 consisted of the following (in thousands): September 30, 2015 December 31, 2014 Accrued contractual allowances $ 73,098 $ 55,678 Accrued government rebates and chargebacks 51,280 20,437 Accrued trade discounts and rebates $ 124,378 $ 76,115 Invoiced contractual allowances and government rebates and chargebacks in accounts payable 42,753 5,221 Total customer-related accruals and allowances $ 167,131 $ 81,336 |
Schedule of Customer-Related Accruals and Allowances | The following table summarizes changes in the Company’s customer-related accruals and allowances from December 31, 2014 to September 30, 2015 (in thousands): Contractual Allowances Government Rebates and Chargebacks Total Balance at December 31, 2014 $ 60,899 $ 20,437 $ 81,336 Current provisions relating to sales in the nine months ended September 30, 2015 719,217 113,034 832,251 Payments relating to sales in the nine months ended September 30, 2015 (620,381 ) (59,906 ) (680,287 ) Payments relating to sales in prior years (58,114 ) (16,377 ) (74,491 ) Adjustments relating to prior year sales (1,383 ) (3,475 ) (4,858 ) Hyperion acquisition on May 7, 2015 244 12,936 13,180 Balance at September 30, 2015 $ 100,482 $ 66,649 $ 167,131 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses as of September 30, 2015 and December 31, 2014 consisted of the following (in thousands): September 30, 2015 December 31, 2014 Payroll-related expenses $ 38,970 $ 20,933 Consulting services 12,241 4,421 Sales and marketing expenses 4,729 2,343 Deferred rent 1,252 1,026 Accrued interest 16,460 1,260 Accrued income taxes 1,864 1,400 Accrued other 8,848 3,999 Accrued excise tax — 11,243 Accrued expenses $ 84,364 $ 46,625 |
Accrued Royalties (Tables)
Accrued Royalties (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Text Block [Abstract] | |
Schedule of Changes in Liability for Royalties | Changes in the liability for royalties during the nine months ended September 30, 2015 consisted of the following (in thousands): Balance as of December 31, 2014 $ 74,212 Assumed RAVICTI and BUPHENYL contingent royalty liabilities 86,800 Assumed RAVICTI and BUPHENYL accrued royalties 579 Remeasurement of royalty liabilities 14,277 Royalty payments (18,756 ) Accretion expense 13,571 Balance as of September 30, 2015 170,683 Less: Current portion 45,411 Accrued royalties, net of current $ 125,272 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Fair Value Disclosures [Abstract] | |
Assets and Liabilities at Fair Value on Recurring Basis | The following table sets forth the Company’s financial assets and liabilities at fair value on a recurring basis as of September 30, 2015 and December 31, 2014 (in thousands): September 30, 2015 Level 1 Level 2 Level 3 Total Assets: Bank time deposits $ — $ 50,000 $ — $ 50,000 Money market funds 518,501 — — 518,501 Long-term investments 42,413 — — 42,413 Total assets at fair value $ 560,914 $ 50,000 $ — $ 610,914 December 31, 2014 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 111,581 $ — $ — $ 111,581 Total assets at fair value $ 111,581 $ — $ — $ 111,581 |
Assumptions Used to Determine Fair Value of Conversion Option Embedded in Convertible Senior Notes | The following table presents the assumptions used by the Company to determine the fair value of the conversion option embedded in the Convertible Senior Notes as of June 27, 2014, the date the HPI stockholders approved the issuance of in excess of 13,164,951 shares of HPI’s common stock upon conversion of the Convertible Senior Notes: June 27, 2014 Stock price $ 15.96 Risk free rate 1.43 % Borrowing cost 3.75 % Weights — Credit spread (in basis points) 900 Volatility 40.00 % Initial conversion price $ 5.36 Remaining time to maturity (in years) 4.4 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Lease Agreements in Place for Real Properties | As of September 30, 2015, the Company has the following lease agreements in place for real properties: Location Approximate Square Footage Lease Expiry Date Dublin, Ireland 10,300 November 4, 2029 Deerfield, Illinois 53,500 June 30, 2018 Chicago, Illinois 6,500 December 31, 2018 Mannheim, Germany 9,500 December 31, 2016 Reinach, Switzerland 3,500 May 31, 2020 Brisbane, California 20,100 November 30, 2019 Roswell, Georgia 6,200 October 31, 2018 |
Debt Agreements (Tables)
Debt Agreements (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Debt Disclosure [Abstract] | |
Outstanding Debt Balances | The Company’s outstanding debt balances as of September 30, 2015 and December 31, 2014 consisted of the following (in thousands): September 30, 2015 December 31, 2014 2023 Senior Notes $ 475,000 $ — 2015 Term Loan Facility due 2021 399,000 — Exchangeable Senior Notes due 2022 400,000 — 2014 Term Loan Facility — 300,000 Convertible Senior Notes — 60,985 Debt discount (132,989 ) (15,482 ) Total long-term debt 1,141,011 345,503 Less: current maturities 4,000 48,334 Long-term debt, net of current maturities $ 1,137,011 $ 297,169 |
Share-Based Incentive Plans (Ta
Share-Based Incentive Plans (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock Option Activity | The following table summarizes stock option activity during the nine months ended September 30, 2015: Options Weighted Average Exercise Price Weighted Remaining Contractual Term Aggregate Intrinsic Value (in thousands) Outstanding as of December 31, 2014 7,027,683 $ 8.95 Granted 7,723,788 $ 24.10 Exercised (711,546 ) $ 6.51 Forfeited (601,640 ) $ 13.73 Outstanding as of September 30, 2015 13,438,285 $ 17.58 8.59 $ 63,842 Exercisable as of September 30, 2015 3,338,592 $ 9.14 6.55 $ 36,570 |
Weighted Average Fair Value per Share of Stock Option Awards Granted and Assumptions Used to Value Stock Options | The weighted average fair value per share of stock option awards granted during the nine months ended September 30, 2015 and 2014, and assumptions used to value stock options, are as follows: For the Nine Months Ended September 30, 2015 2014 Dividend yield — — Risk-free interest rate 1.59 % 1.92 % Weighted average volatility 77.1 % 83.06 % Expected life (in years) 6.04 6.02 Weighted average grant date fair value per share of options granted $ 16.20 $ 8.77 |
Summary of Restricted Stock Unit Activity | The following table summarizes restricted stock unit activity for the nine months ended September 30, 2015: Number of Units Weighted Average Grant-Date Fair Value Per Units Outstanding as of December 31, 2014 1,593,502 $ 8.60 Granted 2,255,248 $ 23.55 Vested (378,299 ) $ 7.81 Forfeited (77,400 ) $ 15.10 Outstanding as of September 30, 2015 3,393,051 $ 18.48 |
Summary of Performance Stock Unit Awards (PSUs) Activity | The following table summarizes performance stock unit awards (“PSUs”) activity for the nine months ended September 30, 2015: Number of Units Weighted Average Grant-Date Fair Value Per Unit Average Illiquidity Discount Recorded Weighted Average Fair Value Per Unit Outstanding as of December 31, 2014 25,000 $ 12.36 N/A N/A Granted 12,988,000 $ 15.07 14.5% $ 12.89 Vested — N/A N/A N/A Forfeited (132,000 ) $ 14.39 7.3% $ 13.34 Outstanding as of September 30, 2015 12,881,000 $ 15.08 14.6% $ 12.88 |
Summary of Vesting Tranches | The PSUs will vest if the Company’s total compounded annual shareholder rate of return (“TSR”) over three performance measurement periods summarized below equals or exceeds a minimum of 15%. Vesting Tranche Percent of Total PSU Award Beginning of Performance Measurement Period End of Performance Measurement Period Length of Performance Measurement Period (Years) Tranche One 33.3 % March 23, 2015 December 22, 2017 2.75 Tranche Two 33.3 % March 23, 2015 March 22, 2018 3.00 Tranche Three 33.3 % March 23, 2015 June 22, 2018 3.25 The PSUs will vest in amounts ranging from 25% to 100% based on the achievement of the following TSR over the three performance periods: TSR Achieved Vesting 15% 25 % 30% 50 % 45% 75 % 60% 100 % |
Summary of Average Estimated Fair Value of PSU | The average estimated fair value of each outstanding PSU granted under the 2014 EIP is as follows: Number of Units Weighted Average Fair Value Per Unit Average Illiquidity Discount Recorded Average Fair Value Per Unit Executive committee members 9,872,000 $ 15.12 17.1 % $ 12.54 Non-executive committee members 2,984,000 $ 14.95 6.3 % $ 14.00 12,856,000 $ 15.08 14.6 % $ 12.88 |
Summary of Share-Based Compensation Expense | The following table summarizes share-based compensation expense included in the Company’s condensed consolidated statements of operations for the nine months ended September 30, 2015 and 2014 (in thousands): For the Nine Months Ended September 30, 2015 2014 Share-based compensation expense: Research and development $ 4,712 $ 1,152 Sales and marketing 15,571 3,278 General and administrative 37,513 5,681 Total share-based compensation expense $ 57,796 $ 10,111 |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | |
Expense (Benefit) for Income Taxes | The following table presents the expense (benefit) for income taxes for the three and nine months ended September 30, 2015 and 2014 (in thousands): For the Three Months Ended September 30, For the Nine Months Ended September 30, 2015 2014 2015 2014 Profit (loss) before expense (benefit) for income taxes $ 25,256 $ (979 ) $ (121,250 ) $ (235,223 ) Expense (benefit) for income taxes 21,979 (3,042 ) (136,788 ) (3,267 ) Net income (loss) $ 3,277 $ 2,063 $ 15,538 $ (231,956 ) |
Basis of Presentation and Bus42
Basis of Presentation and Business Overview - Additional Information (Detail) | Sep. 08, 2015 | Jul. 07, 2015USD ($)$ / shares | May. 07, 2015USD ($)$ / shares | Aug. 24, 2015USD ($)shares | Sep. 30, 2015USD ($) | Sep. 30, 2015USD ($)Employee | Jul. 21, 2015$ / shares | Mar. 29, 2015$ / shares |
Basis Of Presentation [Line Items] | ||||||||
Number of sales representatives | Employee | 402 | |||||||
Unrealized loss on long-term investment | $ (29,400,000) | $ (29,400,000) | ||||||
Percentage of patients filled prescriptions through prescriptions made easy program | 96.00% | |||||||
Aggregate commercial value of patient support programs | 670,000,000 | $ 670,000,000 | ||||||
Maximum [Member] | ||||||||
Basis Of Presentation [Line Items] | ||||||||
Patients with co-pay amounts under filling prescriptions through prescriptions made easy program | 10 | |||||||
Hyperion Therapeutics, Inc. [Member] | ||||||||
Basis Of Presentation [Line Items] | ||||||||
Common stock, price per share | $ / shares | $ 46 | $ 46 | ||||||
Cash consideration | $ 1,100,000,000 | $ 1,075,398,000 | ||||||
Business acquisition date | May 7, 2015 | |||||||
Business acquisition consideration | $ 1,075,398,000 | |||||||
Depomed, Inc [Member] | ||||||||
Basis Of Presentation [Line Items] | ||||||||
Common stock, price per share | $ / shares | $ 29.25 | $ 33 | ||||||
Business acquisition consideration | $ 3,000,000,000 | |||||||
Exchange ratio of ordinary shares | 0.95% | |||||||
Common stock shares purchased | shares | 2,250,000 | |||||||
Common stock shares outstanding percentage | 3.75% | |||||||
Cost of shares acquired | $ 71,800,000 | |||||||
Unrealized loss on long-term investment | $ (29,400,000) | $ (29,400,000) |
Net Income (Loss) Per Share - B
Net Income (Loss) Per Share - Basic and Diluted Net Income (Loss) per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Basic net income (loss) per share calculation: | ||||
Net income (loss) | $ 3,277 | $ 2,063 | $ 15,538 | $ (231,956) |
Weighted average of ordinary shares outstanding | 159,035,580 | 78,392,971 | 145,208,252 | 73,109,603 |
Basic net income (loss) per share | $ 0.02 | $ 0.03 | $ 0.11 | $ (3.17) |
Diluted net income (loss) per share calculation: | ||||
Net income (loss) | $ 3,277 | $ 2,063 | $ 15,538 | $ (231,956) |
Weighted average of ordinary shares outstanding | 166,830,800 | 85,687,267 | 154,005,671 | 73,109,603 |
Diluted net income (loss) per share | $ 0.02 | $ 0.02 | $ 0.10 | $ (3.17) |
Net Income (Loss) Per Share - S
Net Income (Loss) Per Share - Schedule of Outstanding Securities Excluded from Computation of Diluted Net Income (Loss) per Share (Detail) - shares | 3 Months Ended | 9 Months Ended |
Sep. 30, 2014 | Sep. 30, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Reconciliation of basic and diluted earnings per share | 27,964,200 | 44,145,707 |
Convertible Senior Notes [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Reconciliation of basic and diluted earnings per share | 27,964,200 | 27,964,200 |
Warrants [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Reconciliation of basic and diluted earnings per share | 7,825,821 | |
Stock Options [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Reconciliation of basic and diluted earnings per share | 6,718,287 | |
Restricted Stock Units [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Reconciliation of basic and diluted earnings per share | 1,637,399 |
Net Income (Loss) Per Share - A
Net Income (Loss) Per Share - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2015 | Mar. 13, 2015 | |
Earnings Per Share [Line Items] | |||
Senior notes | $ 400,000 | $ 400,000 | |
Incremental common shares attributable to dilutive effect of conversion of Exchangeable Senior Notes | 1,298,616 | 775,807 | |
Exchangeable Senior Notes [Member] | |||
Earnings Per Share [Line Items] | |||
Maturity year of debt instrument | 2,022 | ||
Interest rate | 2.50% | 2.50% | |
Horizon Investment [Member] | Exchangeable Senior Notes [Member] | |||
Earnings Per Share [Line Items] | |||
Senior notes | $ 400,000 | ||
Maturity year of debt instrument | 2,022 | ||
Interest rate | 2.50% | 2.50% |
Business Acquisitions - Additio
Business Acquisitions - Additional Information (Detail) - USD ($) | May. 07, 2015 | Oct. 17, 2014 | Sep. 19, 2014 | Sep. 30, 2015 | Jun. 30, 2015 | Sep. 30, 2014 | Jun. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Mar. 31, 2015 | Mar. 29, 2015 |
Business Acquisition [Line Items] | ||||||||||||
Agreement and plan of merger date | Mar. 18, 2014 | |||||||||||
Net reduction in goodwill | $ 259,167,000 | $ 259,167,000 | ||||||||||
Percentage of estimated cash flows expected to be realized | 90.00% | |||||||||||
Income tax rate reconciliation, tax settlement, domestic percent | 39.00% | |||||||||||
Cost of goods sold recognized | 61,250,000 | $ 13,644,000 | $ 151,929,000 | $ 46,073,000 | ||||||||
Number of ordinary shares to be issued from conversion of common stock | 1 | |||||||||||
Cost of goods sold | $ 14,300,000 | |||||||||||
Bargain purchase gain | $ 22,171,000 | $ 22,171,000 | ||||||||||
Bermuda [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Deferred tax liabilities against developed technology and IPR&D asset | $ 0 | $ 0 | ||||||||||
Citibank N.A [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Cash payment under escrow agreement | $ 2,700,000 | |||||||||||
Convertible Senior Notes [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Interest rate | 5.00% | 5.00% | ||||||||||
Nuvo Research Inc. [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Acquisition agreement period | 8 years | |||||||||||
New Horizon [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Non-controlling interest, ownership percentage in parent | 74.00% | |||||||||||
Developed Technology [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Present value at discount rate | 15.00% | |||||||||||
In-Process Research and Development [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Present value at discount rate | 33.00% | |||||||||||
Customer Relationships [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Finite-lived intangible assets estimated useful life | 10 years | |||||||||||
RAVICTI Developed Technology [Member] | Developed Technology [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Finite-lived intangible assets estimated useful life | 11 years | |||||||||||
BUPHENYL Developed Technology [Member] | Developed Technology [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Finite-lived intangible assets estimated useful life | 7 years | |||||||||||
PENNSAID 2% [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Cash consideration | $ 45,000,000 | |||||||||||
Business acquisition date | Oct. 17, 2014 | |||||||||||
Business acquisition description | On October 17, 2014, the Company acquired the U.S. rights to PENNSAID 2% from Nuvo for $45.0 million in cash. PENNSAID 2% is approved in the United States for the treatment of the pain of osteoarthritis of the knee. The Company began marketing PENNSAID 2% in January 2015, and as such no sales or cost of goods sold were recognized in 2014. | |||||||||||
Sales Recognized | $ 0 | |||||||||||
Cost of goods sold recognized | 0 | |||||||||||
PENNSAID 2% [Member] | Developed Technology Intangible Asset [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Finite-lived intangible assets estimated useful life | 6 years | |||||||||||
Purchase price | $ 45,000,000 | |||||||||||
ACTIMMUNE Developed Technology [Member] | Developed Technology [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Finite-lived intangible assets estimated useful life | 13 years | |||||||||||
Cost of goods sold | $ 5,400,000 | |||||||||||
Hyperion Therapeutics, Inc. [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business acquisition share price | $ 46 | $ 46 | ||||||||||
Cash consideration | $ 1,100,000,000 | $ 1,075,398,000 | ||||||||||
Agreement and plan of merger date | Mar. 29, 2015 | |||||||||||
Business acquisition date | May 7, 2015 | |||||||||||
Business acquisition description | On March 29, 2015, the Company, Ghrian Acquisition Inc. (“Purchaser”), a Delaware corporation and a wholly-owned subsidiary of the Company, and Hyperion entered into a definitive Agreement and Plan of Merger providing for the acquisition by the Company of all the issued and outstanding shares of Hyperion’s common stock for $46.00 per share. The acquisition was completed on May 7, 2015. | |||||||||||
Acquisition related costs | $ 4,600,000 | $ 52,400,000 | ||||||||||
Net reduction in goodwill | 259,167,000 | 259,200,000 | 259,200,000 | |||||||||
Inventory | 13,498,000 | |||||||||||
Initial fair value of liability | 86,800,000 | $ 86,800,000 | ||||||||||
Income tax rate reconciliation, tax settlement, domestic percent | 39.00% | |||||||||||
Business acquisition, valuation allowance recognized | $ 105,100,000 | |||||||||||
Purchase price | 1,075,398,000 | |||||||||||
Business combination, consideration transferred, equity interests issued and issuable | $ 985,592,000 | |||||||||||
Non-controlling interest, ownership by parent in share | 21,425,909 | |||||||||||
Hyperion Therapeutics, Inc. [Member] | Fair Value Adjustment to Inventory [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Inventory | 8,700,000 | $ 8,700,000 | ||||||||||
Hyperion Therapeutics, Inc. [Member] | Developed Technology [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Present value at discount rate | 8.50% | |||||||||||
Hyperion Therapeutics, Inc. [Member] | Ravicti and Buphenyl [Member] | Developed Technology [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Inventory | 1,200,000 | $ 1,200,000 | ||||||||||
Amortization of inventory step up | 7,500,000 | 7,500,000 | ||||||||||
Hyperion Therapeutics, Inc. [Member] | RAVICTI Developed Technology [Member] | Developed Technology [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Inventory | 600,000 | 600,000 | ||||||||||
Amortization of inventory step up | 3,400,000 | 3,400,000 | ||||||||||
Hyperion Therapeutics, Inc. [Member] | BUPHENYL Developed Technology [Member] | Developed Technology [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Inventory | 600,000 | 600,000 | ||||||||||
Amortization of inventory step up | 4,100,000 | $ 4,100,000 | ||||||||||
Hyperion Therapeutics, Inc. [Member] | Adjustments [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Net reduction in goodwill | $ (398,000) | $ 400,000 | $ 400,000 | |||||||||
Inventory | $ (443,000) | |||||||||||
Vidara Therapeutics Holdings LLC [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Business acquisition share price | $ 12.37 | $ 12.37 | ||||||||||
Cash consideration | $ 213,600,000 | |||||||||||
Business acquisition date | Sep. 19, 2014 | |||||||||||
Inventory | $ 15,422,000 | $ 3,200,000 | ||||||||||
Initial fair value of liability | $ 33,600,000 | $ 33,600,000 | ||||||||||
Purchase price | 601,421,000 | 601,421,000 | ||||||||||
Cash paid to parent company by consolidated subsidiaries | 210,900,000 | |||||||||||
Business combination, consideration transferred, equity interests issued and issuable | $ 387,800,000 | |||||||||||
Non-controlling interest, ownership by parent in share | 31,350,000 | |||||||||||
Bargain purchase gain | $ 22,171,000 | |||||||||||
Vidara Therapeutics Holdings LLC [Member] | New Horizon [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Non-controlling interest, ownership percentage by parent | 26.00% | |||||||||||
Vidara Therapeutics Holdings LLC [Member] | Fair Value Adjustment to Inventory [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Inventory | $ 14,200,000 | $ 14,200,000 | ||||||||||
Vidara Therapeutics Holdings LLC [Member] | ACTIMMUNE Developed Technology [Member] | Developed Technology [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Inventory | $ 3,200,000 |
Business Acquisitions - Total C
Business Acquisitions - Total Consideration for Acquisition (Detail) - Hyperion Therapeutics, Inc. [Member] $ in Thousands | May. 07, 2015USD ($) |
Business Acquisition [Line Items] | |
Fully diluted equity value (21,425,909 shares at $46.00 per share) | $ 985,592 |
Net settlements on the exercise of stock options, restricted stock and performance stock units | 89,806 |
Total consideration | $ 1,075,398 |
Business Acquisitions - Total48
Business Acquisitions - Total Consideration for Acquisition (Parenthetical) (Detail) - Hyperion Therapeutics, Inc. [Member] - $ / shares | May. 07, 2015 | Mar. 29, 2015 |
Business Acquisition [Line Items] | ||
Fully diluted equity shares | 21,425,909 | |
Price per share | $ 46 | $ 46 |
Business Acquisitions - Fair Va
Business Acquisitions - Fair Values Assigned to Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | May. 07, 2015 | Sep. 19, 2014 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | May. 31, 2015 | Dec. 31, 2014 |
Business Acquisition [Line Items] | |||||||
Bargain purchase gain | $ (22,171) | $ (22,171) | |||||
Goodwill | $ 259,167 | ||||||
Hyperion Therapeutics, Inc. [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Deferred tax liabilities | $ (399,025) | ||||||
Accounts payable | (2,439) | ||||||
Accrued expenses and other current liabilities | (20,745) | ||||||
Contingent royalties | (86,800) | ||||||
Cash and cash equivalents | 53,037 | ||||||
Short-term investments | 39,049 | ||||||
Long-term investments | 25,574 | ||||||
Accounts receivable, net | 11,858 | ||||||
Inventories | 13,498 | ||||||
Prepaid expenses | 2,533 | ||||||
Property and equipment | 1,044 | ||||||
Deferred tax assets | 134,324 | ||||||
Other non-current assets | 123 | ||||||
Goodwill | 259,167 | 259,200 | |||||
Fair value of consideration paid | 1,075,398 | ||||||
Hyperion Therapeutics, Inc. [Member] | Developed Technology [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | 1,044,200 | ||||||
Hyperion Therapeutics, Inc. [Member] | Before [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Deferred tax liabilities | (399,189) | ||||||
Other liabilities | (502) | ||||||
Accounts payable | (2,439) | ||||||
Accrued expenses and other current liabilities | (20,745) | ||||||
Contingent royalties | (86,800) | ||||||
Cash and cash equivalents | 53,037 | ||||||
Short-term investments | 39,049 | ||||||
Long-term investments | 25,574 | ||||||
Accounts receivable, net | 11,683 | ||||||
Inventories | 13,941 | ||||||
Prepaid expenses | 2,533 | ||||||
Property and equipment | 1,044 | ||||||
Deferred tax assets | 134,324 | ||||||
Other non-current assets | 123 | ||||||
Goodwill | 259,565 | $ 259,600 | |||||
Fair value of consideration paid | 1,075,398 | ||||||
Hyperion Therapeutics, Inc. [Member] | Before [Member] | Developed Technology [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | 1,044,200 | ||||||
Hyperion Therapeutics, Inc. [Member] | Adjustments [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Deferred tax liabilities | 164 | ||||||
Other liabilities | 502 | ||||||
Accounts receivable, net | 175 | ||||||
Inventories | (443) | ||||||
Goodwill | $ (398) | 400 | |||||
Vidara Therapeutics Holdings LLC [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Deferred tax liabilities | $ (7,170) | ||||||
Bargain purchase gain | (22,171) | ||||||
Other liabilities | (775) | ||||||
Accounts payable | (1,781) | ||||||
Accrued expenses and other current liabilities | (32,372) | ||||||
Contingent royalties | (33,600) | ||||||
Cash and cash equivalents | 34,401 | ||||||
Accounts receivable, net | 11,838 | ||||||
Inventories | 15,422 | $ 3,200 | |||||
Other receivable—net working capital adjustment | 195 | ||||||
Prepaid expenses | 138 | ||||||
Property and equipment | 289 | ||||||
Deferred tax assets | 2,907 | ||||||
Fair value of consideration paid | 601,421 | $ 601,421 | |||||
Vidara Therapeutics Holdings LLC [Member] | Developed Technology [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | 560,000 | ||||||
Vidara Therapeutics Holdings LLC [Member] | Customer Relationships [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | 8,100 | ||||||
Vidara Therapeutics Holdings LLC [Member] | In-Process Research and Development [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Intangible assets | $ 66,000 |
Business Acquisitions - Consoli
Business Acquisitions - Consolidated Pro Forma Financial Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Business Acquisition [Line Items] | ||
Net sales | $ 551,979 | $ 326,457 |
Net income (loss) | $ (10,165) | $ (242,954) |
Basic net income (loss) per share | $ (0.06) | $ (2.39) |
Diluted net income (loss) per share | $ (0.06) | $ (2.39) |
As Reported [Member] | ||
Business Acquisition [Line Items] | ||
Net sales | $ 512,506 | $ 193,114 |
Net income (loss) | $ 15,538 | $ (231,956) |
Basic net income (loss) per share | $ 0.11 | $ (3.17) |
Diluted net income (loss) per share | $ 0.10 | $ (3.17) |
Pro-forma Adjustments [Member] | ||
Business Acquisition [Line Items] | ||
Net sales | $ 39,473 | $ 133,343 |
Net income (loss) | $ (25,703) | $ (10,998) |
Basic net income (loss) per share | $ (0.17) | $ 0.78 |
Diluted net income (loss) per share | $ (0.16) | $ 0.78 |
Inventories - Components of Inv
Inventories - Components of Inventories (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 5,731 | $ 1,184 |
Work-in-process | 1,288 | 389 |
Finished goods | 10,710 | 15,292 |
Inventories, net | $ 17,729 | $ 16,865 |
Inventories - Additional Inform
Inventories - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||||
Sep. 30, 2015 | Jun. 30, 2015 | May. 07, 2015 | Dec. 31, 2014 | Sep. 19, 2014 | |
Vidara Therapeutics Holdings LLC [Member] | |||||
Inventory [Line Items] | |||||
Inventory | $ 3,200 | $ 15,422 | |||
Hyperion Therapeutics, Inc. [Member] | |||||
Inventory [Line Items] | |||||
Inventory | $ 13,498 | ||||
Hyperion Therapeutics, Inc. [Member] | Ravicti and Buphenyl [Member] | Developed Technology [Member] | |||||
Inventory [Line Items] | |||||
Inventory | $ 1,200 | ||||
Amortization of inventory step up | $ 7,500 | $ 7,500 |
Prepaid Expenses and Other Cu53
Prepaid Expenses and Other Current Assets - Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | ||
Prepaid co-pay expenses | $ 1,824 | $ 6,718 |
Product samples inventory | 3,741 | 4,014 |
Prepaid software license fees | 1,199 | 1,128 |
Other prepaid expenses | 9,702 | 2,510 |
Prepaid expenses and other current assets | $ 16,466 | $ 14,370 |
Property and Equipment - Proper
Property and Equipment - Property and Equipment (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 14,189 | $ 11,189 |
Less-accumulated depreciation | (6,413) | (3,948) |
Property and equipment, net | 10,380 | 7,241 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 3,212 | 3,288 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 704 | 576 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 3,244 | 2,040 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,452 | 1,481 |
Trade Show Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 228 | 392 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 4,349 | $ 3,412 |
Software Implementation [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | $ 2,604 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Property Plant And Equipment [Abstract] | ||||
Depreciation expense | $ 1.6 | $ 0.4 | $ 2.8 | $ 1.2 |
Goodwill and Intangible Asset56
Goodwill and Intangible Assets - Schedule of Gross Carrying Amount of Goodwill (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Acquired during period | $ 259,167 |
Balance at September 30, 2015 | $ 259,167 |
Goodwill and Intangible Asset57
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | May. 07, 2015 | Oct. 17, 2014 | Sep. 19, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | May. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||||||||
Amortization expense of developed technology | $ 41,700 | $ 6,400 | $ 91,200 | $ 16,500 | ||||
Goodwill | 259,167 | 259,167 | ||||||
Hyperion Therapeutics, Inc. [Member] | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Goodwill | $ 259,167 | 259,200 | 259,200 | |||||
Hyperion Therapeutics, Inc. [Member] | Before [Member] | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Goodwill | 259,565 | $ 259,600 | ||||||
Hyperion Therapeutics, Inc. [Member] | Adjustments [Member] | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Goodwill | (398) | $ 400 | $ 400 | |||||
PENNSAID 2% [Member] | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Capitalized intangible asset | $ 45,000 | |||||||
Developed Technology [Member] | ACTIMMUNE Developed Technology [Member] | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Capitalized intangible asset | $ 560,000 | |||||||
Developed Technology [Member] | RAVICTI Developed Technology [Member] | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Capitalized intangible asset | 1,021,600 | |||||||
Developed Technology [Member] | BUPHENYL Developed Technology [Member] | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Capitalized intangible asset | $ 22,600 | |||||||
In-Process Research and Development [Member] | ACTIMMUNE Developed Technology [Member] | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Capitalized intangible asset | 66,000 | |||||||
Customer Relationships [Member] | ACTIMMUNE Developed Technology [Member] | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Capitalized intangible asset | $ 8,100 |
Goodwill and Intangible Asset58
Goodwill and Intangible Assets - Amortizable Intangible Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2014 | Sep. 30, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||
Cost Basis | $ 765,584 | $ 1,800,595 |
Accumulated Amortization | (51,561) | (142,779) |
Currency Translation | (9,190) | |
Net Book Value | 704,833 | 1,657,816 |
Developed Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost Basis | 757,484 | 1,792,495 |
Accumulated Amortization | (51,331) | (141,942) |
Currency Translation | (9,190) | |
Net Book Value | 696,963 | 1,650,553 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost Basis | 8,100 | 8,100 |
Accumulated Amortization | (230) | (837) |
Net Book Value | $ 7,870 | $ 7,263 |
Goodwill and Intangible Asset59
Goodwill and Intangible Assets - Estimated Future Amortization Expense (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2015 (October to December) | $ 41,706 | |
2,016 | 166,826 | |
2,017 | 166,826 | |
2,018 | 166,826 | |
2,019 | 166,826 | |
Thereafter | 948,806 | |
Net Book Value | $ 1,657,816 | $ 704,833 |
Long-term Investments - Schedul
Long-term Investments - Schedule of Available-for-sale Securities (Detail) $ in Thousands | Sep. 30, 2015USD ($) |
Investments Debt And Equity Securities [Abstract] | |
Available-for-sale securities – non-current, at cost | $ 71,813 |
Unrealized losses | (29,400) |
Total available-for-sale securities – non current | $ 42,413 |
Long-term Investments - Additio
Long-term Investments - Additional Information (Detail) - USD ($) $ in Thousands | 2 Months Ended | 3 Months Ended | 9 Months Ended |
Aug. 24, 2015 | Sep. 30, 2015 | Sep. 30, 2015 | |
Schedule Of Available For Sale Securities [Line Items] | |||
Unrealized loss on long-term investment | $ (29,400) | $ (29,400) | |
Depomed, Inc [Member] | |||
Schedule Of Available For Sale Securities [Line Items] | |||
Common stock shares purchased from Depomed | 2,250,000 | ||
Percentage of outstanding common stock shares purchased from Depomed | 3.75% | ||
Cost of shares acquired | $ 71,800 | ||
Unrealized loss on long-term investment | $ (29,400) | $ (29,400) |
Other Assets - Schedule of Othe
Other Assets - Schedule of Other Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Other Assets Noncurrent [Abstract] | ||
Deferred financing costs | $ 8,737 | $ 11,491 |
Other | 777 | 73 |
Other assets | $ 9,514 | $ 11,564 |
Accrued Trade Discounts and R63
Accrued Trade Discounts and Rebates - Schedule of Accrued Trade Discounts and Rebates (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Payables And Accruals [Abstract] | ||
Accrued contractual allowances | $ 73,098 | $ 55,678 |
Accrued government rebates and chargebacks | 51,280 | 20,437 |
Accrued trade discounts and rebates | 124,378 | 76,115 |
Invoiced contractual allowances and government rebates and chargebacks in accounts payable | 42,753 | 5,221 |
Total customer-related accruals and allowances | $ 167,131 | $ 81,336 |
Accrued Trade Discounts and R64
Accrued Trade Discounts and Rebates - Schedule of Customer-Related Accruals and Allowances (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($) | |
Valuation and Qualifying Accounts Disclosure [Line Items] | |
Balance at December 31, 2014 | $ 81,336 |
Current provisions relating to sales in the nine months ended September 30, 2015 | 832,251 |
Payments relating to sales in the nine months ended September 30, 2015 | (680,287) |
Payments relating to sales in prior years | (74,491) |
Adjustments relating to prior year sales | (4,858) |
Hyperion acquisition on May 7, 2015 | 13,180 |
Balance at September 30, 2015 | 167,131 |
Contract Allowances [Member] | |
Valuation and Qualifying Accounts Disclosure [Line Items] | |
Balance at December 31, 2014 | 60,899 |
Current provisions relating to sales in the nine months ended September 30, 2015 | 719,217 |
Payments relating to sales in the nine months ended September 30, 2015 | (620,381) |
Payments relating to sales in prior years | (58,114) |
Adjustments relating to prior year sales | (1,383) |
Hyperion acquisition on May 7, 2015 | 244 |
Balance at September 30, 2015 | 100,482 |
Government Rebates And Charge Backs [Member] | |
Valuation and Qualifying Accounts Disclosure [Line Items] | |
Balance at December 31, 2014 | 20,437 |
Current provisions relating to sales in the nine months ended September 30, 2015 | 113,034 |
Payments relating to sales in the nine months ended September 30, 2015 | (59,906) |
Payments relating to sales in prior years | (16,377) |
Adjustments relating to prior year sales | (3,475) |
Hyperion acquisition on May 7, 2015 | 12,936 |
Balance at September 30, 2015 | $ 66,649 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Payables And Accruals [Abstract] | ||
Payroll-related expenses | $ 38,970 | $ 20,933 |
Consulting services | 12,241 | 4,421 |
Sales and marketing expenses | 4,729 | 2,343 |
Deferred rent | 1,252 | 1,026 |
Accrued interest | 16,460 | 1,260 |
Accrued income taxes | 1,864 | 1,400 |
Accrued other | 8,848 | 3,999 |
Accrued excise tax | 11,243 | |
Accrued expenses | $ 84,364 | $ 46,625 |
Accrued Expenses - Additional I
Accrued Expenses - Additional Information (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Schedule Of Accrued Expenses [Line Items] | ||
Accrued payroll-related expenses | $ 38,970 | $ 20,933 |
Hyperion Therapeutics, Inc. [Member] | Severance and related employee costs [Member] | ||
Schedule Of Accrued Expenses [Line Items] | ||
Accrued payroll-related expenses | $ 11,400 |
Accrued Royalties - Schedule of
Accrued Royalties - Schedule of Changes in Liability for Royalties (Detail) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | |
Business Combinations [Abstract] | |||
Beginning balance | $ 74,212 | ||
Assumed RAVICTI and BUPHENYL contingent royalty liabilities | 86,800 | ||
Assumed RAVICTI and BUPHENYL accrued royalties | 579 | ||
Remeasurement of royalty liabilities | 14,277 | $ 13,033 | |
Royalty payments | (18,756) | ||
Accretion expense | 13,571 | $ 5,617 | |
Ending balance | 170,683 | ||
Less: Current portion | 45,411 | $ 25,325 | |
Accrued royalties, net of current | $ 125,272 | $ 48,887 |
Accrued Royalties - Additional
Accrued Royalties - Additional Information (Detail) $ in Millions | 6 Months Ended |
Jun. 30, 2015USD ($) | |
Business Acquisition [Line Items] | |
Cost of goods sold | $ 14.3 |
VIMOVO intellectual property [Member] | |
Business Acquisition [Line Items] | |
Cost of goods sold | 8.9 |
ACTIMMUNE Developed Technology [Member] | Developed Technology [Member] | |
Business Acquisition [Line Items] | |
Cost of goods sold | $ 5.4 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | Jun. 27, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Transfers from level 1 to level 2, assets | $ 0 | $ 0 | ||||
Transfers from level 2 to level 1, assets | 0 | 0 | ||||
Transfers of assets into level 3 | 0 | 0 | ||||
Transfers of assets out of level 3 | $ 0 | $ 0 | ||||
Common stock issued | 159,651,736 | 124,425,853 | ||||
Total liabilities at fair value | $ 324,400,000 | |||||
Loss on derivative revaluation | $ 214,995,000 | $ 214,995,000 | $ 214,995,000 | |||
Convertible Senior Notes [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Total liabilities at fair value | 324,400,000 | |||||
Loss on derivative revaluation | $ 215,000,000 | |||||
Convertible Senior Notes [Member] | Minimum [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Common stock issued | 13,164,951 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities at Fair Value on Recurring Basis (Detail) - Fair Value Measurements, Recurring Basis [Member] - USD ($) $ in Thousands | Sep. 30, 2015 | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | $ 610,914 | $ 111,581 |
Bank Time Deposits [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 50,000 | |
Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 518,501 | 111,581 |
Long-term Investments [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 42,413 | |
Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 560,914 | 111,581 |
Level 1 [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 518,501 | $ 111,581 |
Level 1 [Member] | Long-term Investments [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 42,413 | |
Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 50,000 | |
Level 2 [Member] | Bank Time Deposits [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | $ 50,000 |
Fair Value Measurements - Assum
Fair Value Measurements - Assumptions Used to Determine Fair Value of Conversion Option Embedded in Convertible Senior Notes (Detail) | Jun. 27, 2014$ / shares |
Fair Value Disclosures [Abstract] | |
Stock price | $ 15.96 |
Risk free rate | 1.43% |
Borrowing cost | 3.75% |
Weights | — |
Credit spread (in basis points) | 9.00% |
Volatility | 40.00% |
Initial conversion price | $ 5.36 |
Remaining time to maturity (in years) | 4 years 4 months 24 days |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Lease Agreements in Place for Real Properties (Detail) | 9 Months Ended |
Sep. 30, 2015ft² | |
Dublin Office [Member] | |
Loss Contingencies [Line Items] | |
Approximate Square Footage | 10,300 |
Lease Expiry Date | Nov. 4, 2029 |
Deerfield Office [Member] | |
Loss Contingencies [Line Items] | |
Approximate Square Footage | 53,500 |
Lease Expiry Date | Jun. 30, 2018 |
Chicago Office [Member] | |
Loss Contingencies [Line Items] | |
Approximate Square Footage | 6,500 |
Lease Expiry Date | Dec. 31, 2018 |
Mannheim Office [Member] | |
Loss Contingencies [Line Items] | |
Approximate Square Footage | 9,500 |
Lease Expiry Date | Dec. 31, 2016 |
Reinach Office [Member] | |
Loss Contingencies [Line Items] | |
Approximate Square Footage | 3,500 |
Lease Expiry Date | May 31, 2020 |
Brisbane Office [Member] | |
Loss Contingencies [Line Items] | |
Approximate Square Footage | 20,100 |
Lease Expiry Date | Nov. 30, 2019 |
Roswell Office [Member] | |
Loss Contingencies [Line Items] | |
Approximate Square Footage | 6,200 |
Lease Expiry Date | Oct. 31, 2018 |
Commitments and Contingencies73
Commitments and Contingencies - Additional Information (Detail) | Mar. 09, 2015USD ($) | Nov. 06, 2014USD ($) | Sep. 30, 2015USD ($)€ / $ | Sep. 30, 2014USD ($) | Sep. 30, 2015USD ($)€ / $ | Sep. 30, 2014USD ($) |
Loss Contingencies [Line Items] | ||||||
Minimum annual royalty obligations | $ 7,500,000 | $ 7,500,000 | ||||
Material breaches term under rebate agreement | 30 days | 30 days | ||||
Range of minimum potential disputes | 0 | 0 | ||||
Range of maximum potential disputes | 4,700,000 | 4,700,000 | ||||
Cost of Goods Sold [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Royalty and royalty accretion expense recognized in cost of goods sold | $ 6,600,000 | $ 2,700,000 | $ 28,000,000 | $ 18,700,000 | ||
Jagotec AG [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Term of commitment made by the company to purchase tablets | 5 years | |||||
Written notice period for termination of agreement | 2 years | |||||
Manufacturing and supply agreement initiation date | 2007-08 | |||||
Purchase commitment expiration date | Apr. 15, 2018 | |||||
Sanofi-Aventis U.S [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Manufacturing and supply agreement initiation date | 2011-05 | |||||
Boehringer Ingelheim [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Manufacturing and supply agreement initiation date | 2013-07 | |||||
Binding purchase commitment | $ 22,000,000 | |||||
Currency exchange rate | € / $ | 1.1178 | 1.1178 | ||||
Patheon [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Manufacturing and supply agreement initiation date | 2013-11 | |||||
Binding purchase commitment | $ 1,900,000 | |||||
Pozen Inc.[Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Percentage of royalty on net sales | 10.00% | |||||
Royalty expiration period upon first commercial sale in united states | 10 years | |||||
Genentech Inc [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Net sales threshold | $ 3,700,000 | |||||
Genentech Inc [Member] | November 25, 2014 [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Percentage of royalty on net sales | 45.00% | |||||
Additional percentage of royalty on net sales | 10.00% | |||||
Genentech Inc [Member] | November 26, 2014 through May 5, 2018 [Member] | Minimum [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Percentage of royalty on net sales | 20.00% | |||||
Additional percentage of royalty on net sales | 1.00% | |||||
Genentech Inc [Member] | November 26, 2014 through May 5, 2018 [Member] | Maximum [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Percentage of royalty on net sales | 30.00% | |||||
Additional percentage of royalty on net sales | 9.00% | |||||
Connetics Corporation [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Percentage of royalty on net sales | 0.25% | |||||
Net sales threshold | $ 1,000,000,000 | |||||
Additional percentage of royalty on net sales | 0.50% | |||||
Percentage of royalty on net sales upon regulatory approval | 4.00% | |||||
LODOTRA and RAYOS Developed Technology [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Purchase commitment based on tablet and its pricing | $ 3,000,000 | |||||
DUEXIS [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Purchase commitment based on tablet and its pricing | $ 4,800,000 | |||||
PENNSAID 2% [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Manufacturing and supply agreement initiation date | 2014-10 | |||||
Binding purchase commitment | $ 3,600,000 | |||||
Supply agreement expiry date | Dec. 31, 2022 | |||||
Ravicti and Buphenyl [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Purchase commitment outstanding purchase orders | $ 2,200,000 | $ 2,200,000 | ||||
VIMOVO intellectual property [Member] | ||||||
Loss Contingencies [Line Items] | ||||||
Past price protection and utilization rebates | $ 68,300,000 | $ 68,300,000 |
Legal Proceedings - Additional
Legal Proceedings - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2015 | |
U.S. Patent No. 8,404,215 [Member] | |
Legal Proceedings [Line Items] | |
Expiry of patent | 2032-03 |
U.S. Patent No. 8,642,012 [Member] | |
Legal Proceedings [Line Items] | |
Expiry of patent | 2030-09 |
U.S. Patent No. 5,968,979 [Member] | |
Legal Proceedings [Line Items] | |
Expired date of patent | Feb. 7, 2015 |
Extended Expiry date of patent | Feb. 7, 2016 |
PENNSAID 2% [Member] | |
Legal Proceedings [Line Items] | |
Prevention period from approving the ANDA | 30 months |
Actavis Settlement Agreement [Member] | |
Legal Proceedings [Line Items] | |
Settlement and license agreement date | Oct. 1, 2015 |
Non-exclusive license agreement term | 180 days |
License agreement generic entry date | Dec. 23, 2022 |
Taro Settlement Agreement | |
Legal Proceedings [Line Items] | |
Settlement and license agreement date | Sep. 9, 2015 |
Effective date of settlement and license agreement | Jan. 10, 2029 |
Perrigo Settlement Agreement [Member] | |
Legal Proceedings [Line Items] | |
Settlement and license agreement date | May 6, 2015 |
Effective date of settlement and license agreement | Jan. 10, 2029 |
Debt Agreements - Outstanding D
Debt Agreements - Outstanding Debt Balances (Detail) - USD ($) $ in Thousands | Sep. 30, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | Nov. 22, 2013 |
Debt Instrument [Line Items] | ||||
2023 Senior Notes | $ 475,000 | |||
Exchangeable Senior Notes due 2022 | 400,000 | |||
Convertible Senior Notes | $ 61,000 | $ 60,985 | $ 150,000 | |
Debt discount | (132,989) | (15,482) | ||
Total long-term debt | 1,141,011 | 345,503 | ||
Less: current maturities | 4,000 | 48,334 | ||
Long-term debt, net of current maturities | 1,137,011 | 297,169 | ||
2015 Term Loan Facility due 2021 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Facility | $ 399,000 | |||
2014 Term Loan Facility [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Facility | $ 300,000 |
Debt Agreements - Outstanding76
Debt Agreements - Outstanding Debt Balances (Parenthetical) (Detail) | 9 Months Ended |
Sep. 30, 2015 | |
2023 Senior Notes [Member] | |
Debt Instrument [Line Items] | |
Maturity year of debt instrument | 2,023 |
2015 Term Loan Facility due 2021 [Member] | |
Debt Instrument [Line Items] | |
Maturity year of debt instrument | 2,021 |
Exchangeable Senior Notes due 2022 [Member] | |
Debt Instrument [Line Items] | |
Maturity year of debt instrument | 2,022 |
Debt Agreements - Additional In
Debt Agreements - Additional Information (Detail) | May. 07, 2015USD ($) | Apr. 29, 2015USD ($) | Apr. 21, 2015shares | Jun. 27, 2014USD ($) | Jun. 17, 2014USD ($) | Nov. 22, 2013USD ($)shares | Dec. 31, 2014USD ($)shares | Jun. 30, 2014USD ($) | Jun. 30, 2015USD ($)shares | Jun. 30, 2014USD ($) | Sep. 30, 2015USD ($)d$ / sharesshares | Sep. 30, 2014USD ($) | Mar. 13, 2015USD ($) | Sep. 19, 2014USD ($) |
Debt Instrument [Line Items] | ||||||||||||||
Exchangeable Senior Notes due 2022 | $ 400,000,000 | |||||||||||||
Issuance of ordinary shares | shares | 3,984,950 | |||||||||||||
Initial debt discount | $ 15,482,000 | $ 132,989,000 | ||||||||||||
Convertible Senior Notes | $ 150,000,000 | 60,985,000 | $ 61,000,000 | |||||||||||
Loss on derivative revaluation | $ 214,995,000 | $ 214,995,000 | $ 214,995,000 | |||||||||||
Total liabilities at fair value | $ 324,400,000 | |||||||||||||
Aggregate principal amount Convertible Senior Notes to be converted | 89,000,000 | |||||||||||||
Convertible Senior Notes [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Interest rate | 11.22% | |||||||||||||
Non-cash charge related to extinguishment of debt | $ 11,700,000 | $ 10,100,000 | ||||||||||||
Net proceeds received | $ 143,600,000 | |||||||||||||
Notes fees | 6,400,000 | |||||||||||||
Derivative liability | $ 40,100,000 | |||||||||||||
Initial conversion, number of shares | shares | 13,164,951 | 16,594,793 | 11,368,921 | 11,368,921 | ||||||||||
Loss on derivative revaluation | 215,000,000 | |||||||||||||
Total liabilities at fair value | $ 324,400,000 | |||||||||||||
Cash payment to holders | $ 16,700,000 | $ 10,000,000 | ||||||||||||
Accrued and unpaid interest | $ 1,700,000 | 900,000 | ||||||||||||
Aggregate principal amount outstanding | $ 0 | |||||||||||||
2015 Term Loan Facility [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Maturity year of debt instrument | 2,021 | |||||||||||||
Debt instrument, fair value | $ 389,000,000 | |||||||||||||
Line of credit facility maximum borrowing capacity | $ 400,000,000 | |||||||||||||
Interest rate description | Loans under the 2015 Term Loan Facility bear interest, at each borrower’s option, at a rate equal to either the London Inter-Bank Offer Rate (“LIBOR”), plus an applicable margin of 3.5% per year (subject to a 1.0% LIBOR floor), or the adjusted base rate plus 2.5%. The adjusted base rate is defined as the greater of (a) LIBOR (using one-month interest period) plus 1%, (b) prime rate, (c) fed funds plus ½ of 1%, and (d) 2%. | |||||||||||||
LIBOR floor rate | 1.00% | |||||||||||||
Cut off percentage for defining limited liability subsidiaries, portion of capital stock held maximum | 65.00% | |||||||||||||
Percentage of prepayment premium of loan | 1.00% | |||||||||||||
Proceeds from debt issuances, percentage on excess cash flow | 50.00% | |||||||||||||
Proceeds from debt issuances, reduction percentage on excess cash flow | 25.00% | |||||||||||||
Proceeds from debt issuances, percentage on first lien leverage ratio | 0.00% | |||||||||||||
Credit agreement, description | HPI is required to make mandatory prepayments of loans under the 2015 Term Loan Facility (without payment of a premium) with (a) net cash proceeds from certain non-ordinary course asset sales (subject to reinvestment rights and other exceptions), (b) casualty proceeds and condemnation awards (subject to reinvestment rights and other exceptions), (c) net cash proceeds from issuances of debt (other than certain permitted debt), and (d) beginning with the fiscal year ending December 31, 2016, 50% of the Company’s excess cash flow (subject to decrease to 25% or 0% if the Company’s first lien leverage ratio is less than 2.25:1 and 1.75:1, respectively). The loans under the 2015 Term Loan Facility will amortize in equal quarterly installments in an aggregate annual amount equal to 1% of the original principal amount thereof, with any remaining balance payable on the final maturity date of the loans under the 2015 Term Loan Facility. | |||||||||||||
First lien leverage ratio, maximum | 225.00% | |||||||||||||
First lien leverage ratio, minimum | 175.00% | |||||||||||||
Principal amount of loan, amortization percentage | 1.00% | |||||||||||||
2015 Term Loan Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument variable rate | 3.50% | |||||||||||||
Line of credit facility borrowing capacity | $ 400,000,000 | |||||||||||||
2015 Term Loan Facility [Member] | Adjusted Base Rate [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument variable rate | 2.50% | |||||||||||||
2014 Term Loan Facility [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Interest rate description | Term Loan Facility bore interest, at each borrower’s option, at a rate equal to either the LIBOR, plus an applicable margin of 8.0% per year (subject to a 1.0% LIBOR floor), or the prime lending rate, plus an applicable margin equal to 7.0% per year. | |||||||||||||
LIBOR floor rate | 1.00% | |||||||||||||
Proceeds from credit facility | $ 300,000,000 | |||||||||||||
Credit facility maturity term | 5 years | |||||||||||||
Ticking fee accrual period | 31 days | |||||||||||||
Ticking fee | $ 3,200,000 | |||||||||||||
Repayment of debt outstanding amount | $ 300,000,000 | |||||||||||||
Non-cash charge related to extinguishment of debt | $ 56,800,000 | |||||||||||||
2014 Term Loan Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument variable rate | 8.00% | |||||||||||||
Line of credit facility borrowing capacity | $ 300,000,000 | |||||||||||||
2014 Term Loan Facility [Member] | Prime Rate [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument variable rate | 7.00% | |||||||||||||
35% of 6.625% Senior Notes due 2023 [Member] | Prior to May 1, 2018 [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Convertible senior notes sold, percentage | 106.625% | |||||||||||||
2023 Senior Notes [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument, fair value | $ 415,600,000 | |||||||||||||
Exchangeable Senior Notes [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Interest rate | 2.50% | |||||||||||||
Maturity year of debt instrument | 2,022 | |||||||||||||
Maturity date of debt instrument | Mar. 15, 2022 | |||||||||||||
Convertible senior notes sold, percentage | 100.00% | |||||||||||||
Debt instrument, fair value | $ 385,000,000 | |||||||||||||
Debt Instrument, Convertible, Conversion Ratio (in shares per $1,000 principal amount) | 34.8979 | |||||||||||||
Debt Instrument, Convertible, Conversion Price (in dollars per share) | $ / shares | $ 28.66 | |||||||||||||
Debt instrument convertible minimum percentage | 130.00% | |||||||||||||
Debt instrument number of trading days | d | 20 | |||||||||||||
Debt instrument consecutive trading days | 30 days | |||||||||||||
Carrying amount of liability component | $ 268,900,000 | |||||||||||||
Carrying amount of equity component | 119,100,000 | |||||||||||||
Initial proceeds from convertible debt instrument | 387,181,000 | |||||||||||||
Initial debt discount | $ 131,100,000 | |||||||||||||
Exchangeable Senior Notes [Member] | Conversion Condition One [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument convertible minimum percentage | 130.00% | |||||||||||||
Debt instrument number of trading days | d | 20 | |||||||||||||
Debt instrument consecutive trading days | 30 days | |||||||||||||
Exchangeable Senior Notes [Member] | Conversion Condition Two [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Debt instrument number of trading days | d | 5 | |||||||||||||
Debt instrument consecutive trading days | 10 days | |||||||||||||
Convertible senior notes, principal payment | $ 1,000,000 | |||||||||||||
Debt instrument convertible maximum percentage | 98.00% | |||||||||||||
Exchangeable Senior Notes [Member] | Horizon Pharma Investment Limited [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Exchangeable Senior Notes due 2022 | $ 400,000,000 | |||||||||||||
Interest rate | 2.50% | |||||||||||||
Maturity year of debt instrument | 2,022 | |||||||||||||
Net proceeds from senior notes | $ 387,200,000 | |||||||||||||
Hyperion Therapeutics, Inc. [Member] | 2015 Offering [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Issuance of ordinary shares | shares | 17,652,500 | 17,652,500 | ||||||||||||
Share price per share | $ / shares | $ 28.25 | |||||||||||||
2023 Senior Notes [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Interest rate | 6.625% | |||||||||||||
Maturity year of debt instrument | 2,023 | |||||||||||||
2023 Senior Notes [Member] | Prior to May 1, 2018 [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Convertible senior notes sold, percentage | 100.00% | |||||||||||||
Debt instrument redemption description | The 2023 Senior Notes may be redeemed at any time at specified redemption prices, plus accrued and unpaid interest to the redemption date. At any time prior to May 1, 2018, some or all of the 2023 Senior Notes may be redeemed at a price equal to 100% of the aggregate principal amount thereof, plus a make-whole premium and accrued and unpaid interest to the redemption date. Also prior to May 1, 2018, up to 35% of the aggregate principal amount of the 2023 Senior Notes may be redeemed at a redemption price of 106.625% of the aggregate principal amount thereof, plus accrued and unpaid interest, with the net proceeds of certain equity offerings. In addition, the 2023 Senior Notes may be redeemed in whole but not in part at a redemption price equal to 100% of the principal amount plus accrued and unpaid interest and additional amounts, if any, to, but excluding, the redemption date, if on the next date on which any amount would be payable in respect of the 2023 Senior Notes, HPI or any guarantor is or would be required to pay additional amounts as a result of certain tax related events. | |||||||||||||
2023 Senior Notes [Member] | Maximum [Member] | Prior to May 1, 2018 [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Aggregate principal amount of debt redeemed, percentage | 35.00% | |||||||||||||
2023 Senior Notes [Member] | Hyperion Therapeutics, Inc. [Member] | ||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||
Exchangeable Senior Notes due 2022 | $ 475,000,000 | |||||||||||||
Maturity year of debt instrument | 2,023 | |||||||||||||
Maturity date of debt instrument | May 1, 2023 | |||||||||||||
Debt instrument redemption description | If the Company undergoes a change of control, HPI will be required to make an offer to purchase all of the 2023 Senior Notes at a price in cash equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest to, but not including, the repurchase date. If the Company or certain of its subsidiaries engages in certain asset sales, HPI will be required under certain circumstances to make an offer to purchase the 2023 Senior Notes at 100% of the principal amount thereof, plus accrued and unpaid interest to the repurchase date. | |||||||||||||
Redemption price percentage of principal amount of debt instrument on change of control | 101.00% |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Apr. 21, 2015 | Nov. 22, 2013 | Dec. 31, 2014 | Jun. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 |
Subsidiary, Sale of Stock [Line Items] | ||||||
Ordinary shares issued upon cash exercise of warrants | 3,984,950 | |||||
Proceeds from aggregate exercise price | $ 18,100 | |||||
Number of warrants exercised | 1,090,952 | |||||
Ordinary shares issuance in cashless exercises | 887,559 | |||||
Number of warrants outstanding | 1,619,030 | |||||
Shares issued in connection with the exercise of stock options | 711,546 | |||||
Proceeds from exercise of stock options | $ 4,602 | $ 1,704 | ||||
Ordinary shares issued | 124,425,853 | 159,651,736 | ||||
Proceeds in connection with issuance of ordinary shares | $ 475,627 | |||||
Restricted Stock Units [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Ordinary shares issued | 255,162 | |||||
Employee Stock Purchase Program [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Ordinary shares issued | 376,083 | |||||
Proceeds in connection with issuance of ordinary shares | $ 1,500 | |||||
Convertible Senior Notes [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Initial conversion, number of shares | 13,164,951 | 16,594,793 | 11,368,921 | 11,368,921 | ||
Hyperion Therapeutics, Inc. [Member] | Underwritten Public Offering [Member] | ||||||
Subsidiary, Sale of Stock [Line Items] | ||||||
Ordinary shares issued upon cash exercise of warrants | 17,652,500 | 17,652,500 | ||||
Common stock offering price | $ 28.25 | |||||
Net proceeds from offering | $ 475,600 |
Share-Based Incentive Plans - A
Share-Based Incentive Plans - Additional Information (Detail) - USD ($) | Sep. 02, 2015 | Aug. 05, 2015 | Mar. 23, 2015 | Jul. 28, 2011 | May. 31, 2015 | Mar. 31, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | Dec. 31, 2014 | Nov. 05, 2014 | Jun. 27, 2014 | May. 17, 2014 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Options, Granted | 7,723,788 | |||||||||||
Number of Units, Granted | 2,984,000 | |||||||||||
Share-based compensation expense | $ 57,796,000 | $ 10,111,000 | ||||||||||
Valuation date stock price | $ 15.96 | |||||||||||
Expected volatility assumption based on historical volatility, in percentage | 77.10% | 83.06% | ||||||||||
Risk free rate | 1.59% | 1.92% | ||||||||||
Tax benefit recognized from stock-based compensation expense | $ 0 | |||||||||||
Tax benefits realized from stock options exercised | 0 | |||||||||||
Pre-tax unrecognized compensation expense for all unvested share-based awards | $ 322,600,000 | |||||||||||
Cash Long-Term Incentive Program [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Trading days | 20 days | |||||||||||
Implied 20-day VWAP | $ 18.37 | |||||||||||
Bonus payable under cash bonus program | $ 16,500,000 | |||||||||||
Cash Bonus Program, description | Participants in the Cash Bonus Program will be eligible for a specified cash bonus. The Cash Bonus Program pool funding of $16.5 million was determined based on the Company’s actual TSR over the period from November 5, 2014 to May 6, 2015, and the bonus will be earned and payable only if the TSR for the period from November 5, 2014 to November 4, 2017 is greater than 15%. The portion of the total bonus pool payable to individual participants is based on allocations established by the Company’s compensation committee. Participants must remain employed by the Company through November 4, 2017 unless a participant’s earlier departure from employment is due to death, disability, termination without cause or a change in control transaction. Bonus payments under the Cash Bonus Program, if any, will be made after November 4, 2017. | |||||||||||
Estimated fair value of award | $ 5,400,000 | $ 1,600,000 | ||||||||||
Expense related to Cash Bonus Program | $ 1,500,000 | |||||||||||
Valuation date stock price | $ 19.82 | |||||||||||
Expected volatility assumption based on historical volatility, in percentage | 71.69% | |||||||||||
Expected volatility assumption based on historical volatility, in Years | 2 years 1 month 6 days | |||||||||||
Risk free rate | 0.67% | |||||||||||
Risk free rate remaining term | 2 years 1 month 6 days | |||||||||||
Initial Performance Stock Units [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Number of Units, Granted | 10,604,000 | |||||||||||
Performance Stock Units [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Number of Units, Granted | 12,988,000 | |||||||||||
Trading days | 20 days | |||||||||||
Implied 20-day VWAP | $ 21.50 | |||||||||||
Share-based compensation expense | $ 24,900,000 | |||||||||||
Performance Stock Units [Member] | New And Promoted Key Employees [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Number of Units, Granted | 1,264,000 | |||||||||||
Performance Stock Units [Member] | Executive Committee And New Key Employees [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Number of Units, Granted | 980,000 | |||||||||||
Performance Stock Units [Member] | Promoted Key Employee [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Number of Units, Granted | 140,000 | |||||||||||
Performance Stock Units [Member] | Members of Executive Committee [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
One year mandatory post vest holding period percentage | 50.00% | |||||||||||
Two year mandatory post vest holding period percentage | 50.00% | |||||||||||
Performance Stock Units [Member] | Nonmembers of Executive Committee [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
One year mandatory post vest holding period percentage | 50.00% | |||||||||||
Maximum [Member] | TSR [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Percentage of PSU award vesting amount range | 100.00% | |||||||||||
Minimum [Member] | Cash Long-Term Incentive Program [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Cash Bonus Program, percentage | 15.00% | |||||||||||
Cash bonus payment date | Nov. 4, 2017 | |||||||||||
Minimum [Member] | TSR [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Percentage of PSU award vesting amount range | 25.00% | |||||||||||
2014 ESPP [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Common stock shares authorized | 9,553,253 | |||||||||||
Common stock shares reserved for future issuance | 9,553,253 | |||||||||||
2005 Plan [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Options, Granted | 0 | |||||||||||
2014 EIP [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Common stock shares authorized | 1,838,748 | 15,500,000 | ||||||||||
Common stock shares reserved for future issuance | 1,838,748 | |||||||||||
Common stock shares, increase aggregate number of shares authorized | 14,000,000 | |||||||||||
2014 EIP [Member] | Performance Stock Units [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Number of Units, Granted | 12,856,000 | |||||||||||
2014 EIP [Member] | Performance Stock Units [Member] | Members of Executive Committee [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Number of Units, Granted | 9,872,000 | |||||||||||
2014 EIP [Member] | Maximum [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Common stock shares authorized | 22,052,130 | |||||||||||
2011 EIP [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Common stock shares authorized | 10,000,000 | |||||||||||
2014 Non-Employee Equity Plan [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Common stock shares authorized | 2,277,007 | 2,500,000 | ||||||||||
Common stock shares reserved for future issuance | 2,277,007 | |||||||||||
2014 Equity Incentive Plan [Member] | ||||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||||||||
Number of Units, Granted | 7,998,000 |
Share-Based Incentive Plans - S
Share-Based Incentive Plans - Summary of Stock Option Activity (Detail) $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2015USD ($)$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Options, Outstanding Beginning Balance | shares | 7,027,683 |
Options, Granted | shares | 7,723,788 |
Options, Exercised | shares | (711,546) |
Options, Forfeited | shares | (601,640) |
Options, Outstanding Ending Balance | shares | 13,438,285 |
Options, Exercisable as of September 30, 2015 | shares | 3,338,592 |
Weighted Average Exercise Price, Outstanding Beginning Balance | $ 8.95 |
Weighted Average Exercise Price, Granted | 24.10 |
Weighted Average Exercise Price, Exercised | 6.51 |
Weighted Average Exercise Price, Forfeited | 13.73 |
Weighted Average Exercise Price, Outstanding Ending Balance | 17.58 |
Weighted Average Exercise Price, Exercisable as of September 30, 2015 | $ 9.14 |
Weighted Average Remaining Contractual Term, Outstanding as of September 30, 2015 | 8 years 7 months 2 days |
Weighted Average Remaining Contractual Term, Exercisable as of September 30, 2015 | 6 years 6 months 18 days |
Aggregate Intrinsic Value, Outstanding as of September 30, 2015 | $ | $ 63,842 |
Aggregate Intrinsic Value, Exercisable as of September 30, 2015 | $ | $ 36,570 |
Share-Based Incentive Plans - W
Share-Based Incentive Plans - Weighted Average Fair Value per Share of Stock Option Awards Granted and Assumptions Used to Value Stock Options (Detail) - $ / shares | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Dividend yield | 0.00% | 0.00% |
Risk-free interest rate | 1.59% | 1.92% |
Weighted average volatility | 77.10% | 83.06% |
Expected life (in years) | 6 years 15 days | 6 years 7 days |
Weighted average grant date fair value per share of options granted | $ 16.20 | $ 8.77 |
Share-Based Incentive Plans -82
Share-Based Incentive Plans - Summary of Restricted Stock Unit Activity (Detail) | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Units, Granted | shares | 2,984,000 |
Weighted Average Grant-Date Fair Value Per Units, Granted | $ 14.95 |
Restricted Stock Units [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Units, Outstanding Beginning Balance | shares | 1,593,502 |
Number of Units, Granted | shares | 2,255,248 |
Number of Units, Vested | shares | (378,299) |
Number of Units, Forfeited | shares | (77,400) |
Number of Units, Outstanding Ending Balance | shares | 3,393,051 |
Weighted Average Grant-Date Fair Value Per Units, Outstanding Beginning Balance | $ 8.60 |
Weighted Average Grant-Date Fair Value Per Units, Granted | 23.55 |
Weighted Average Grant-Date Fair Value Per Units, Vested | 7.81 |
Weighted Average Grant-Date Fair Value Per Units, Forfeited | 15.10 |
Weighted Average Grant-Date Fair Value Per Units, Outstanding Ending Balance | $ 18.48 |
Share-Based Incentive Plans -83
Share-Based Incentive Plans - Summary of Performance Stock Unit Awards (PSUs) Activity (Detail) | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Units, Granted | shares | 2,984,000 |
Weighted Average Grant-Date Fair Value Per Units, Granted | $ 14.95 |
Average Illiquidity discount, Granted | 6.30% |
Recorded Weighted Average Fair Value Per Unit, Granted | $ 14 |
Performance Stock Units [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Units, Outstanding Beginning Balance | shares | 25,000 |
Number of Units, Granted | shares | 12,988,000 |
Number of Units, Vested | shares | 0 |
Number of Units, Forfeited | shares | (132,000) |
Number of Units, Outstanding Ending Balance | shares | 12,881,000 |
Weighted Average Grant-Date Fair Value Per Units, Outstanding Beginning Balance | $ 12.36 |
Weighted Average Grant-Date Fair Value Per Units, Granted | 15.07 |
Weighted Average Grant-Date Fair Value Per Units, Vested | 0 |
Weighted Average Grant-Date Fair Value Per Units, Forfeited | 14.39 |
Weighted Average Grant-Date Fair Value Per Units, Outstanding Ending Balance | $ 15.08 |
Average Illiquidity discount, Granted | 14.50% |
Average Illiquidity discount, Forfeited | 7.30% |
Average Illiquidity discount, Outstanding Ending Balance | 14.60% |
Recorded Weighted Average Fair Value Per Unit, Granted | $ 12.89 |
Recorded Weighted Average Fair Value Per Unit, Forfeited | 13.34 |
Recorded Weighted Average Fair Value Per Unit, Outstanding Ending Balance | $ 12.88 |
Share-Based Incentive Plans -84
Share-Based Incentive Plans - Summary of Vesting Tranches (Detail) | 9 Months Ended |
Sep. 30, 2015 | |
Performance Stock Units [Member] | Tranche One [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Percent of Total PSU Award | 33.30% |
Beginning of Performance Measurement Period | Mar. 23, 2015 |
End of Performance Measurement Period | Dec. 22, 2017 |
Performance Stock Units [Member] | Tranche Two [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Percent of Total PSU Award | 33.30% |
Beginning of Performance Measurement Period | Mar. 23, 2015 |
End of Performance Measurement Period | Mar. 22, 2018 |
Performance Stock Units [Member] | Tranche Three [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Percent of Total PSU Award | 33.30% |
Beginning of Performance Measurement Period | Mar. 23, 2015 |
End of Performance Measurement Period | Jun. 22, 2018 |
Performance Stock Units [Member] | Vesting Amount 25% [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Percent of Total PSU Award | 25.00% |
TSR Achieved Percentage | 15.00% |
Performance Stock Units [Member] | Vesting Amount 50% [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Percent of Total PSU Award | 50.00% |
TSR Achieved Percentage | 30.00% |
Performance Stock Units [Member] | Vesting Amount 75% [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Percent of Total PSU Award | 75.00% |
TSR Achieved Percentage | 45.00% |
Performance Stock Units [Member] | Vesting Amount 100% [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Percent of Total PSU Award | 100.00% |
TSR Achieved Percentage | 60.00% |
Initial Performance Stock Units [Member] | Tranche One [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Length of Performance Measurement Period (Years) | 2 years 9 months |
Initial Performance Stock Units [Member] | Tranche Two [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Length of Performance Measurement Period (Years) | 3 years |
Initial Performance Stock Units [Member] | Tranche Three [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Length of Performance Measurement Period (Years) | 3 years 3 months |
Share-Based Incentive Plans -85
Share-Based Incentive Plans - Summary of Average Estimated Fair Value of PSU after Applicable Discount of Illiquidity (Detail) | 9 Months Ended |
Sep. 30, 2015$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Units | shares | 2,984,000 |
Weighted Average Fair Value Per Unit | $ 14.95 |
Average Illiquidity Discount | 6.30% |
Recorded Weighted Average Fair Value Per Unit | $ 14 |
Performance Stock Units [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Units | shares | 12,988,000 |
Weighted Average Fair Value Per Unit | $ 15.07 |
Average Illiquidity Discount | 14.50% |
Recorded Weighted Average Fair Value Per Unit | $ 12.89 |
Performance Stock Units [Member] | 2014 EIP [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Units | shares | 12,856,000 |
Weighted Average Fair Value Per Unit | $ 15.08 |
Average Illiquidity Discount | 14.60% |
Recorded Weighted Average Fair Value Per Unit | $ 12.88 |
Members of Executive Committee [Member] | Performance Stock Units [Member] | 2014 EIP [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Units | shares | 9,872,000 |
Weighted Average Fair Value Per Unit | $ 15.12 |
Average Illiquidity Discount | 17.10% |
Recorded Weighted Average Fair Value Per Unit | $ 12.54 |
Share-Based Incentive Plans -86
Share-Based Incentive Plans - Summary of Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2015 | Sep. 30, 2014 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total share-based compensation expense | $ 57,796 | $ 10,111 |
Research and Development [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total share-based compensation expense | 4,712 | 1,152 |
Sales and Marketing [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total share-based compensation expense | 15,571 | 3,278 |
General and Administrative [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total share-based compensation expense | $ 37,513 | $ 5,681 |
Income Taxes - Expense (Benefit
Income Taxes - Expense (Benefit) for Income Taxes (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2015 | Sep. 30, 2014 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Tax Disclosure [Abstract] | ||||
Profit (loss) before expense (benefit) for income taxes | $ 25,256 | $ (979) | $ (121,250) | $ (235,223) |
Expense (benefit) for income taxes | 21,979 | (3,042) | (136,788) | (3,267) |
NET INCOME (LOSS) | $ 3,277 | $ 2,063 | $ 15,538 | $ (231,956) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Jun. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2014 | |
Income Taxes [Line Items] | |||
Current income tax benefit | $ (136.8) | $ (3.3) | |
Income tax rate reconciliation, tax settlement, domestic percent | 39.00% | ||
Hyperion Therapeutics, Inc. [Member] | |||
Income Taxes [Line Items] | |||
Income tax rate reconciliation, tax settlement, domestic percent | 39.00% | ||
Business acquisition, valuation allowance recognized | $ 105.1 |