Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Jul. 29, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
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 | 160,904,874 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 424,525 | $ 859,616 |
Restricted cash | 3,169 | 1,860 |
Accounts receivable, net | 304,382 | 210,437 |
Inventories, net | 172,102 | 18,376 |
Prepaid expenses and other current assets | 33,866 | 15,858 |
Total current assets | 938,044 | 1,106,147 |
Property and equipment, net | 21,971 | 14,020 |
Intangible assets, net | 1,934,368 | 1,616,110 |
In-process research and development | 66,000 | 66,000 |
Goodwill | 255,927 | 253,811 |
Deferred tax assets, net | 4,992 | 2,278 |
Other assets | 6,156 | 222 |
TOTAL ASSETS | 3,227,458 | 3,058,588 |
CURRENT LIABILITIES: | ||
Long-term debt—current portion | 4,000 | 4,000 |
Accounts payable | 58,970 | 16,590 |
Accrued expenses | 75,709 | 100,046 |
Accrued trade discounts and rebates | 220,674 | 183,769 |
Accrued royalties—current portion | 58,008 | 51,700 |
Deferred revenues—current portion | 1,448 | 1,447 |
Total current liabilities | 418,809 | 357,552 |
LONG-TERM LIABILITIES: | ||
Exchangeable notes, net | 290,310 | 282,889 |
Long-term debt, net, net of current | 849,377 | 849,867 |
Accrued royalties, net of current | 170,160 | 123,519 |
Deferred revenues, net of current | 8,366 | 8,785 |
Deferred tax liabilities, net | 131,587 | 113,400 |
Other long-term liabilities | 20,636 | 9,431 |
Total long-term liabilities | 1,470,436 | 1,387,891 |
COMMITMENTS AND CONTINGENCIES | ||
SHAREHOLDERS’ EQUITY: | ||
Ordinary shares, $0.0001 nominal value; 300,000,000 shares authorized; 161,126,363 and 160,069,067 shares issued at June 30, 2016 and December 31, 2015, respectively, and 160,741,997 and 159,684,701 shares outstanding at June 30, 2016 and December 31, 2015, respectively | 16 | 16 |
Treasury stock, 384,366 ordinary shares at June 30, 2016 and December 31, 2015 | (4,585) | (4,585) |
Additional paid-in capital | 2,057,128 | 2,001,552 |
Accumulated other comprehensive loss | (2,737) | (2,651) |
Accumulated deficit | (711,609) | (681,187) |
Total shareholders’ equity | 1,338,213 | 1,313,145 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | 3,227,458 | 3,058,588 |
Developed Technology [Member] | ||
CURRENT ASSETS: | ||
Intangible assets, net | 1,927,713 | 1,609,049 |
Customer Relationships [Member] | ||
CURRENT ASSETS: | ||
Intangible assets, net | $ 6,655 | $ 7,061 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2016 | Dec. 31, 2015 |
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 | 161,126,363 | 160,069,067 |
Ordinary shares, shares outstanding | 160,741,997 | 159,684,701 |
Treasury stock, ordinary shares | 384,366 | 384,366 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Statement [Abstract] | ||||
Net sales | $ 257,378 | $ 172,821 | $ 462,068 | $ 285,962 |
Cost of goods sold | 81,126 | 61,826 | 158,359 | 90,679 |
Gross profit | 176,252 | 110,995 | 303,709 | 195,283 |
OPERATING EXPENSES: | ||||
Research and development | 11,210 | 8,922 | 23,932 | 15,103 |
Sales and marketing | 79,589 | 58,056 | 155,133 | 105,119 |
General and administrative | 53,986 | 77,190 | 120,381 | 103,470 |
Total operating expenses | 144,785 | 144,168 | 299,446 | 223,692 |
Operating income (loss) | 31,467 | (33,173) | 4,263 | (28,409) |
OTHER EXPENSE, NET: | ||||
Interest expense, net | (19,228) | (19,448) | (38,686) | (29,480) |
Foreign exchange gain (loss) | 15 | (87) | (158) | (924) |
Loss on induced conversion of debt and debt extinguishment | (67,080) | (77,624) | ||
Other expense, net | (26) | (9,078) | (40) | (10,069) |
Total other expense, net | (19,239) | (95,693) | (38,884) | (118,097) |
Income (loss) before benefit for income taxes | 12,228 | (128,866) | (34,621) | (146,506) |
BENEFIT FOR INCOME TAXES | (2,756) | (160,680) | (4,199) | (158,767) |
NET INCOME (LOSS) | $ 14,984 | $ 31,814 | $ (30,422) | $ 12,261 |
NET INCOME (LOSS) PER ORDINARY SHARE—Basic | $ 0.09 | $ 0.21 | $ (0.19) | $ 0.09 |
WEIGHTED AVERAGE ORDINARY SHARES OUTSTANDING—Basic | 160,468,146 | 150,771,902 | 160,186,270 | 138,369,537 |
NET INCOME (LOSS) PER ORDINARY SHARE—Diluted | $ 0.09 | $ 0.20 | $ (0.19) | $ 0.08 |
WEIGHTED AVERAGE ORDINARY SHARES OUTSTANDING—Diluted | 163,920,581 | 159,797,319 | 160,186,270 | 145,031,882 |
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX | ||||
Foreign currency translation adjustments | $ 161 | $ (257) | $ (86) | $ 1,607 |
Other comprehensive income (loss) | 161 | (257) | (86) | 1,607 |
COMPREHENSIVE INCOME (LOSS) | $ 15,145 | $ 31,557 | $ (30,508) | $ 13,868 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net (loss) income | $ (30,422) | $ 12,261 |
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: | ||
Depreciation and amortization expense | 102,525 | 50,743 |
Equity-settled share-based compensation | 55,418 | 31,339 |
Royalty accretion | 19,028 | 7,021 |
Royalty liability remeasurement | 14,277 | |
Loss on induced conversions of debt and debt extinguishment | 21,581 | |
Amortization of debt discount and deferred financing costs | 8,932 | 7,828 |
Foreign exchange loss and other adjustments | 159 | 1,023 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (83,932) | (97,167) |
Inventories | 13,777 | 10,555 |
Prepaid expenses and other current assets | (16,626) | 4,597 |
Accounts payable | 42,278 | 1,604 |
Deferred revenues | (418) | 2,778 |
Deferred income taxes | (5,362) | (158,873) |
Other non-current assets and liabilities | 4,174 | 190 |
Net cash provided by (used in) operating activities | 101,484 | (29,155) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Payments for acquisitions, net of cash acquired | (520,405) | (1,022,361) |
Proceeds from the liquidation of available-for-sale investments | 64,623 | |
Purchases of property and equipment | (12,776) | (2,281) |
Change in restricted cash | (1,309) | 138 |
Net cash used in investing activities | (534,490) | (959,881) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Net proceeds from the issuance of ordinary shares | 475,627 | |
Proceeds from the issuance of ordinary shares in connection with warrant exercises | 14,693 | |
Proceeds from the issuance of ordinary shares through ESPP programs | 3,235 | 1,541 |
Proceeds from the issuance of ordinary shares in connection with stock option exercises | 1,658 | 3,888 |
Payment of employee withholding taxes relating to share-based awards | (4,734) | (1,956) |
Net cash (used in) provided by financing activities | (1,841) | 1,438,033 |
Effect of foreign exchange rate changes on cash | (244) | (747) |
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (435,091) | 448,250 |
CASH AND CASH EQUIVALENTS, beginning of the period | 859,616 | 218,807 |
CASH AND CASH EQUIVALENTS, end of the period | 424,525 | 667,057 |
Supplemental cash flow information: | ||
Cash paid for interest | 29,791 | 11,755 |
Cash paid for income taxes | 18,059 | 1,610 |
Fee paid for debt commitment | 9,000 | |
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 | |
Purchases of property and equipment included in accounts payable and accrued expenses | 2,189 | 182 |
Accrued Trade Discounts and Rebates [Member] | ||
Changes in operating assets and liabilities: | ||
Accrued liabilities | 35,480 | 47,596 |
Accrued Expenses and Accrued Royalties [Member] | ||
Changes in operating assets and liabilities: | ||
Accrued liabilities | (43,527) | 16,492 |
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) | |
2015 Term Loan Facility [Member] | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Net proceeds from debt | 391,719 | |
Repayment of term loan facility | (2,000) | |
2014 Term Loan Facility [Member] | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repayment of term loan facility | (297,000) | |
Exchangeable Senior Notes [Member] | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Net proceeds from issuance of Exchangeable Senior Notes | $ 387,200 | 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 | 6 Months Ended |
Jun. 30, 2016 | |
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 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, including normal recurring adjustments, considered necessary for a fair statement of the financial statements have been included. Operating results for the three and six months ended June 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016. The December 31, 2015 condensed consolidated balance sheet was derived from audited financial statements, but does not include all disclosures required by GAAP. 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 (the “Company”). Upon the consummation of the Vidara Merger, the historical financial statements of HPI became the Company’s historical financial statements. 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. On January 13, 2016 completed its acquisition of On May 18, 2016, the Company entered into a definitive agreement with Boehringer Ingelheim International GmbH (“Boehringer Ingelheim International”) to acquire rights to interferon gamma-1b, which Boehringer Ingelheim International currently commercializes under the trade names IMUKIN ® ® ® ® ® The unaudited condensed consolidated financial statements presented herein include the results of operations of the acquired businesses from the date of acquisition. See Note 3 for further details of business acquisitions. Unless otherwise indicated or the context otherwise requires, references to the “Company”, “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 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 nine medicines through its orphan, primary care and rheumatology business units. The Company’s marketed medicines are ACTIMMUNE ® ® ® ® ® ® ® ® ® The Company developed DUEXIS and RAYOS, known as LODOTRA ® ® The Company’s medicines are dispensed by retail and specialty pharmacies. Part of the Company’s commercial strategy for its primary care and rheumatology business units is to offer physicians the opportunity to have their patients fill prescriptions through pharmacies participating in the Company’s HorizonCares patient access program. This program does not involve the Company in the prescribing of medicines. The purpose of this program is solely to assist in ensuring that, when physicians determine that one of the Company’s medicines offers a potential clinical benefit to their patients and prescribe the medicine for an eligible patient, financial assistance may be available to reduce a commercial patient’s out-of-pocket costs. In the first six months of 2016, this resulted in 99.8 percent of commercial patients having co-pay amounts of $10 or less when filling prescriptions for the Company’s medicines utilizing its patient access program. For commercial patients who are prescribed the Company’s primary care medicines or RAYOS, the HorizonCares program offers co-pay assistance when a third-party payor covers a prescription but requires an eligible patient to pay a co-pay or deductible, and offers full subsidization when a third-party payor rejects coverage for an eligible patient. For patients who are prescribed the Company’s orphan medicines, the Company’s patient access programs provide reimbursement support, a clinical nurse program, co-pay and other patient assistance. The aggregate commercial value of the Company’s patient access programs for the six months ended June 30, 2016 was $816.8 million. All pharmacies that dispense prescriptions for the Company’s medicines, which the Company estimates to be about 10,000 in the first half of 2016, are fully independent, including those that participate in HorizonCares. The Company does not own or possess any option to purchase an ownership stake in any pharmacy that distributes its medicines, and the Company’s relationship with each pharmacy is non-exclusive and arm’s length. All of the Company’s medicines are dispensed through pharmacies independent of its business. As an alternative means of ensuring access to our medicines, the Company has also begun pursuing business arrangements with pharmacy benefit managers (“PBMs”) and other payors to secure formulary status and reimbursement of the Company’s medicines, such as the Company’s recently announced arrangement with CVS Caremark. While the Company believes that, if successful, this strategy would result in broader inclusion of certain of the Company’s primary care medicines on healthcare plan formularies, and therefore increase payor reimbursement and lower the Company’s cost of providing patient access programs, these arrangements would generally require the Company to pay administrative and rebate payments to the PBMs and/or other payors. The Company has a comprehensive compliance program in place to address adherence with various laws and regulations relating to its sales, marketing and manufacturing of its medicines, 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 HorizonCares 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. The Company operates through a number of international and U.S. subsidiaries with principal business purposes to either perform research and development or manufacturing operations, serve as distributors of the Company’s medicines, hold intellectual property assets or provide services and financial support to the Company. Recent Accounting Pronouncements From time to time, the Company adopts, as of the specified effective date, new accounting pronouncements issued by the 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 Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers In August 2014, the FASB issued 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. In April 2015, the FASB issued ASU No. 2015-03, Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. As of December 31, 2015 As filed Reclassification As adjusted Other non-current assets $ 8,581 $ (8,359 ) $ 222 Exchangeable notes, net (283,675 ) 786 (282,889 ) Long-term debt, net, net of current (857,440 ) 7,573 (849,867 ) In April 2015, the FASB issued ASU No. 2015-05: Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement 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 (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In March 2016, the FASB Issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting |
Net Income (Loss) per Share
Net Income (Loss) per Share | 6 Months Ended |
Jun. 30, 2016 | |
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 six months ended June 30, 2016 and 2015 (in thousands, except share and per share data): For the Three Months Ended June For the Six Months Ended June 30, 2016 2015 2016 2015 Basic net income (loss) per share calculation: Net income (loss) $ 14,984 $ 31,814 $ (30,422 ) $ 12,261 Weighted average ordinary shares outstanding 160,468,146 150,771,902 160,186,270 138,369,537 Basic net income (loss) per share $ 0.09 $ 0.21 $ (0.19 ) $ 0.09 The following table presents diluted net income (loss) per share for the three and six months ended June 30, 2016 and 2015 (in thousands, except share and per share data): For the Three Months Ended June 30, For the Six Months Ended June 30, 2016 2015 2016 2015 Diluted net income (loss) per share calculation: Net income (loss) $ 14,984 $ 31,814 $ (30,422 ) $ 12,261 Weighted average ordinary shares outstanding 163,920,581 159,797,319 160,186,270 145,031,882 Diluted net income (loss) per share $ 0.09 $ 0.20 $ (0.19 ) $ 0.08 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 net income (loss) per share reflects the potential dilution beyond shares for basic net income (loss) per share 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 the Company’s earnings. The computation of diluted net income (loss) per share excluded 14.0 million and 13.4 million equity awards for the three and six months ended June 30, 2016, respectively, and 4.3 million and 3.4 million equity awards for the three and six months ended June 30, 2015, respectively, because their inclusion would have had an anti-dilutive effect on diluted net income (loss) per share. 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 | 6 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
Business Acquisitions | NOTE 3 – BUSINESS ACQUISITIONS Acquisition of Additional Rights to Interferon Gamma-1b On May 18, 2016, the Company entered into a definitive agreement with Boehringer Ingelheim International to acquire rights to interferon gamma-1b, which Boehringer Ingelheim International currently commercializes under the trade names IMUKIN, IMUKINE, IMMUKIN and IMMUKINE in an estimated 30 countries primarily in Europe and the Middle East. Under the terms of the agreement, the Company paid Boehringer Ingelheim International €5.0 million ($5.6 million when converted using a Euro-to-Dollar exchange rate of 1.1132) upon signing and will pay €20.0 million upon closing, for the rights for interferon gamma-1b in all territories outside of the United States, Canada and Japan, as the Company currently holds marketing rights to interferon gamma-1b in these territories. The Company currently markets interferon gamma-1b as ACTIMMUNE in the United States. The €5.0 million upfront amount paid in May 2016 has been included in “other assets” in the Company’s condensed consolidated balance sheet as of June 30, 2016. Crealta Acquisition On January 13, 2016, the Company completed its acquisition of all the membership interests of Crealta. The acquisition added two medicines, KRYSTEXXA and MIGERGOT, to the Company’s medicine portfolio. The Crealta acquisition further diversified the Company’s portfolio of medicines and aligned with its focus of acquiring value-enhancing, clinically differentiated, long-life medicines that treat orphan diseases. The total consideration for the acquisition was approximately $539.7 million, including cash acquired of $24.9 million, and was composed of the following before and after the measurement period adjustments (in thousands): Before Adjustments After Cash $ 536,181 $ 25 $ 536,206 Net settlements on the exercise of stock options and unrestricted units 3,526 — 3,526 Total consideration $ 539,707 $ 25 $ 539,732 During the three and six months ended June 30, 2016, the Company incurred $1.6 million and $11.7 million, respectively, in Crealta acquisition-related costs including advisory, legal, accounting, valuation, severance, retention bonuses and other professional and consulting fees. During the three and six months ended June 30, 2016, $1.1 million and $11.0 million were accounted for as “general and administrative”, respectively, $0.3 million and $0.3 million were accounted for as “research and development”, respectively, and $0.2 million and $0.4 million were accounted for as “costs of goods sold”, respectively, in the condensed consolidated statements of comprehensive income (loss). Pursuant to ASC 805, the Company accounted for the Crealta acquisition as a business combination using the acquisition method of accounting. Identifiable assets and liabilities of Crealta, 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, inventories and certain other assets and liabilities. Such 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 three months ended June 30, 2016, the Company recorded measurement period adjustments related to developed technology and inventory, which resulted in a net increase in goodwill of $0.3 million. The measurement period adjustments were the result of a net working capital true-up adjustment and the alignment of Crealta’s inventory and obsolescence reserve policy to the Company’s policy. 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 Accounts payable and accrued expenses $ (4,543 ) $ — $ (4,543 ) Accrued trade discounts and rebates (1,424 ) — (1,424 ) Deferred tax liabilities (20,835 ) — (20,835 ) Other non-current liabilities (6,900 ) — (6,900 ) Contingent royalty liabilities (51,300 ) — (51,300 ) Cash and cash equivalents 24,893 — 24,893 Accounts receivable 10,014 — 10,014 Inventories 169,054 (1,700 ) 167,354 Prepaid expenses and other current assets 1,382 — 1,382 Developed technology 417,300 1,400 418,700 Other non-current assets 275 — 275 Goodwill 1,791 325 2,116 Fair value of consideration paid $ 539,707 $ 25 $ 539,732 Inventories acquired included raw materials, work in process and finished goods for KRYSTEXXA and MIGERGOT. Inventories were recorded at their preliminary estimated fair values. The 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. The fair value of work in process has been determined based on estimated selling price, net of selling costs and costs to complete the manufacturing, and a margin on the selling and manufacturing costs. The fair value of raw materials was estimated to equal the replacement cost. A step up in the value of inventory of $163.6 million was originally recorded in connection with the acquisition and this was reduced to $161.9 million following the recording of $1.7 million in measurement period adjustments during the three months ended June 30, 2016. During the three and six months ended June 30, 2016, the Company amortized inventory step-up of $9.1 million and $16.5 million, respectively. Other tangible assets and liabilities were valued at their respective carrying amounts as management believes that these amounts approximated their acquisition date fair values. Other non-current liabilities represent an assumed $6.9 million probable contingent liability. See Note 12 for further details. Identifiable intangible assets and liabilities acquired include developed technology and contingent royalties. The preliminary estimated fair values of the developed technology and contingent royalties represent preliminary valuations performed with the 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 fair value of Crealta’s rights to its currently marketed medicines, KRYSTEXXA and MIGERGOT. The preliminary 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 Crealta’s medicines. Indications of value were developed by discounting these benefits to their acquisition-date worth at a discount rate of 27% for KRYSTEXXA and 23% for MIGERGOT. The fair value of the KRYSTEXXA and MIGERGOT developed technologies were capitalized as of the Crealta acquisition date and are subsequently being amortized over approximately 12 and 10 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 of $51.3 million to a contingent liability for royalties potentially payable under previously existing agreements related to KRYSTEXXA and MIGERGOT. The royalties for KRYSTEXXA are payable under the terms of a license agreement with Duke University (“Duke”) and Mountain View Pharmaceuticals (“MVP”). See Note 12 for details of the percentages of royalties payable under such agreements. The initial fair value of this liability 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 preliminary deferred tax liability recorded represents deferred tax liabilities assumed as part of the acquisition, net of deferred tax assets, related to net operating tax loss carryforwards of Crealta. Goodwill represents the excess of the preliminary acquisition consideration over the estimated fair value of net assets acquired and was recorded in the condensed consolidated balance sheet as of the acquisition date. The Company does not expect any portion of this goodwill to be deductible for tax purposes. Hyperion Acquisition On May 7, 2015, the Company completed the acquisition of Hyperion in which it acquired all of the issued and outstanding shares of Hyperion’s common stock for $46.00 per share. The acquisition added two important medicines, RAVICTI and BUPHENYL, to the Company’s medicine portfolio. 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, except share and per share data): 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 six months ended June 30, 2016, the Company recorded a net release of $1.0 million and $0.3 million, respectively, in Hyperion acquisition-related costs primarily due to a reduction in severance and other payroll-related payments required. During the three and six months ended June 30, 2016, a net release of $1.3 million and $0.6 million were accounted for as “general and administrative”, respectively, while a net expense of $0.2 million and $0.2 million were accounted for as “research and development”, respectively, and a net expense of $0.1 million and $0.1 million were accounted for as “costs of goods sold”, respectively, in the condensed consolidated statements of comprehensive income (loss). During the three and six months ended June 30, 2015, the Company incurred $45.9 million and $47.9 million, respectively, in Hyperion acquisition-related costs. During the three and six months ended June 30, 2015, $36.9 million and $37.9 million were accounted for as “general and administrative expenses”, respectively, and $9.0 million and $10.0 million were accounted for as “other expenses, net”, respectively, in the condensed consolidated statements of comprehensive income (loss). 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 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. The following table summarizes the final fair values assigned to the assets acquired and the liabilities assumed by the Company (in thousands): (Liabilities assumed) and assets acquired: Allocation Deferred tax liabilities, net $ (262,732 ) Accounts payable (2,439 ) Accrued trade discounts and rebates (9,792 ) Accrued expenses (7,566 ) 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 Inventory 13,498 Prepaid expenses and other current assets 2,533 Property and equipment 1,044 Other non-current assets 123 Developed technology 1,044,200 Goodwill 253,811 Fair value of consideration paid $ 1,075,398 Inventories acquired included raw materials and finished goods. Inventories were recorded at their current fair values. The 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. The 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 and has subsequently been fully recognized in the condensed consolidated statements of comprehensive income (loss). 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 fair values of the developed technology and contingent royalties represent valuations performed with the 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 medicines, 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 medicines. 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 fair value to a contingent liability for royalties potentially payable under previously existing agreements related to RAVICTI and BUPHENYL. The royalties are payable under the terms of an asset purchase agreement and an amended and restated collaboration agreement with Ucyclyd Pharma, Inc. (“Ucyclyd”) and a license agreement with Saul W. Brusilow, M.D. and Brusilow Enterprises Inc. (together “Brusilow”). See Note 12 for details of the percentages payable under such agreements. The initial fair value of this liability was $86.8 million and 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. 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 acquisition consideration over the estimated fair value of net assets acquired and was recorded in the condensed consolidated balance sheet as of the acquisition date. The Company does not expect any portion of this goodwill to be deductible for tax purposes. Pro Forma Information The table below represents the condensed consolidated financial information for the Company for the six months ended June 30, 2015 on a pro forma basis, assuming that the Crealta and Hyperion acquisitions occurred as of January 1, 2015. The historical financial information has been adjusted to give effect to pro forma items that are directly attributable to the Crealta and Hyperion acquisitions, 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. The Company does not believe that the pre-acquisition operating results for Crealta during January 2016 are material to the combined entity and as such the Company did not prepare an unaudited pro forma combined statement of operations for the six months ended June 30, 2016. 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): For the Six Months Ended June 30, 2015 As reported Pro forma adjustments Pro forma Net sales $ 285,962 $ 64,693 $ 350,655 Net income (loss) 12,261 (48,941 ) (36,680 ) The Company’s unaudited condensed consolidated statements of comprehensive income (loss) for the six months ended June 30, 2016 include KRYSTEXXA and MIGERGOT net sales as a result of the acquisition of Crealta of $36.0 million and $2.0 million, respectively, and RAVICTI and BUPHENYL net sales as a result of the acquisition of Hyperion of $76.4 million and $7.8 million, respectively. The Company’s unaudited condensed consolidated statements of comprehensive income (loss) for the six months ended June 30, 2015 include RAVICTI and BUPHENYL net sales as a result of the acquisition of Hyperion of $19.0 million and $3.9 million, respectively. Crealta and Hyperion have been fully integrated into the Company’s business and as a result of these integration efforts, the Company cannot distinguish between these operations and those of the Company’s legacy business. |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories | NOTE 4 – INVENTORIES Inventories are stated at the lower of cost or market value. Inventories consist of raw materials, 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 June 30, 2016 and December 31, 2015 consisted of the following (in thousands): June 30, 2016 December 31, 2015 Raw materials $ 2,145 $ 6,232 Work-in-process 145,827 631 Finished goods 24,130 11,513 Inventories, net $ 172,102 $ 18,376 Work-in-process at June 30, 2016 included $135.5 million of stepped-up KRYSTEXXA and MIGERGOT inventory. Finished goods at June 30, 2016 included $9.9 million of stepped-up KRYSTEXXA and MIGERGOT inventory. During the three and six months ended June 30, 2016, the Company amortized $9.1 million and $16.5 million, respectively, of the KRYSTEXXA and MIGERGOT finished goods inventory step-up. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 6 Months Ended |
Jun. 30, 2016 | |
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 June 30, 2016 and December 31, 2015 consisted of the following (in thousands): June 30, 2016 December 31, 2015 Prepaid income taxes $ 14,693 $ 4 Medicine samples inventory 6,268 4,697 Prepaid co-pay expenses 2,023 1,881 Rabbi trust assets 2,303 773 Other prepaid expenses 8,579 8,503 Prepaid expenses and other current assets $ 33,866 $ 15,858 |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2016 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | NOTE 6 – PROPERTY AND EQUIPMENT Property and equipment as of June 30, 2016 and December 31, 2015 consisted of the following (in thousands): June 30, 2016 December 31, 2015 Machinery and equipment $ 2,843 $ 2,946 Computer equipment 2,916 2,514 Software 9,593 1,360 Leasehold improvements 6,930 1,966 Other 1,689 276 23,971 9,062 Less accumulated depreciation (5,660 ) (3,791 ) Construction in process 1,908 3,492 Software implementation in process 1,752 5,257 Property and equipment, net $ 21,971 $ 14,020 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 in process as of June 30, 2016 and December 31, 2015 is related to new enterprise resource planning software being implemented by the Company. The software is being implemented on a phased basis starting January 2016 and depreciation is not recorded on capitalized costs relating to a phase which has not yet entered service. Once a particular phase of the project enters service, associated capitalized costs are moved from “software implementation in process” to “software” in the table above, and depreciation commences. Depreciation expense was $1.1 million and $0.6 million for the three months ended June 30, 2016 and 2015, respectively, and was $2.1 million and $1.2 million for the six months ended June 30, 2016 and 2015, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2016 | |
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 June 30, 2016 was as follows (in thousands): Balance at December 31, 2015 $ 253,811 Acquired during the period 2,116 Balance at June 30, 2016 $ 255,927 In May 2015, the Company recognized goodwill with a value of $253.8 million in connection with the Hyperion acquisition, which represented the excess of the purchase price over the fair value of the net assets acquired. In January 2016, the Company recognized goodwill with a preliminary value of $1.8 million in connection with the Crealta acquisition, which represented the excess of the purchase price over the fair value of the net assets acquired. During the three months ended June 30, 2016, the Company recorded measurement period adjustments related to developed technology and inventory, which resulted in a net increase in goodwill of $0.3 million. See Note 3 for further details of goodwill acquired in business acquisitions. As of June 30, 2016, there were no accumulated goodwill impairment losses. Intangible Assets The Company’s intangible assets consist of developed technology related to ACTIMMUNE, BUPHENYL, KRYSTEXXA, MIGERGOT, PENNSAID 2%, RAVICTI, RAYOS and VIMOVO in the United States, and AMMONAPS and LODOTRA in Europe, as well as in-process research and development (“IPR&D”) and customer relationships for ACTIMMUNE. In May 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. In January 2016, in connection with the acquisition of Crealta, the Company capitalized $392.7 million of developed technology related to KRYSTEXXA and $24.6 million of developed technology related to MIGERGOT. During the three months ended June 30, 2016, the Company recorded a measurement period adjustment which increased the cost basis of MIGERGOT developed technology by $1.4 million, to $26.0 million. See Note 3 for further details of intangible assets acquired in business acquisitions. 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 June 30, 2016 or December 31, 2015. As of June 30, 2016 and December 31, 2015, amortizable intangible assets consisted of the following (in thousands): June 30, 2016 December 31, 2015 Cost Accumulated Amortization Net Book Value Cost Basis Accumulated Amortization Net Book Value Developed technology $ 2,211,195 $ (283,482 ) $ 1,927,713 $ 1,792,495 $ (183,446 ) $ 1,609,049 Customer relationships 8,100 (1,445 ) 6,655 8,100 (1,039 ) 7,061 Total amortizable intangible assets $ 2,219,295 $ (284,927 ) $ 1,934,368 $ 1,800,595 $ (184,485 ) $ 1,616,110 IPR&D is not amortized until successful completion of the project. IPR&D assets represent capitalized incomplete research projects related to ACTIMMUNE that the Company acquired through a business combination. Amortization expense for the three months ended June 30, 2016 and 2015 was $50.8 million and $31.8 million, respectively, and was $100.4 million and $49.5 million for the six months ended June 30, 2016 and 2015, respectively. As of June 30, 2016, estimated future amortization expense was as follows (in thousands): 2016 (July to December) $ 101,376 2017 202,963 2018 202,963 2019 189,971 2020 189,752 Thereafter 1,047,343 Total $ 1,934,368 |
Accrued Trade Discounts and Reb
Accrued Trade Discounts and Rebates | 6 Months Ended |
Jun. 30, 2016 | |
Accrued Trade Discounts and Rebates [Member] | |
Valuation And Qualifying Accounts Disclosure [Line Items] | |
Accrued Liabilities / Expenses | NOTE 8 – ACCRUED TRADE DISCOUNTS AND REBATES Accrued trade discounts and rebates as of , 2015 (in thousands): June 30, 2016 December 31, 2015 Accrued wholesaler fees and commercial rebates $ 25,317 $ 21,112 Accrued co-pay and other patient assistance 134,467 114,201 Accrued government rebates and chargebacks 60,890 48,456 Accrued trade discounts and rebates 220,674 183,769 Invoiced wholesaler fees and commercial rebates, co-pay and other patient assistance, and government rebates and chargebacks in accounts payable 36,242 — Total customer-related accruals and allowances $ 256,916 $ 183,769 The following table summarizes changes in the Company’s customer-related accruals and allowances from December 31, 2015 to June 30, 2016 (in thousands): Wholesaler Fees Co-Pay and Government and Commercial Other Patient Rebates and Rebates Assistance Chargebacks Total Balance at December 31, 2015 $ 21,112 $ 114,201 $ 48,456 $ 183,769 Current provisions relating to sales in the six months ended June 30, 2016 51,854 816,835 127,836 996,525 Adjustments relating to prior year sales 2,931 — (7,191 ) (4,260 ) Payments relating to sales in the six months ended June 30, 2016 (30,410 ) (646,622 ) (74,210 ) (751,242 ) Payments relating to sales in prior years (20,644 ) (114,201 ) (34,455 ) (169,300 ) Crealta acquisition on January 13, 2016 492 — 932 1,424 Balance at June 30, 2016 $ 25,335 $ 170,213 $ 61,368 $ 256,916 |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jun. 30, 2016 | |
Accrued Expenses [Member] | |
Payables And Accruals [Line Items] | |
Accrued Liabilities / Expenses | NOTE 9 – ACCRUED EXPENSES Accrued expenses as of June 30, 2016 and December 31, 2015 consisted of the following (in thousands): June 30, 2016 December 31, 2015 Payroll-related expenses $ 33,639 $ 47,205 Consulting and professional services 15,097 17,160 Accrued interest 10,813 10,637 Accrued other 16,160 25,044 Accrued expenses $ 75,709 $ 100,046 Accrued payroll-related expenses at June 30, 2016 include $1.7 million and $2.7 million relating to severance and related employee costs as a result of the Hyperion and Crealta acquisitions, respectively. |
Accrued Royalties
Accrued Royalties | 6 Months Ended |
Jun. 30, 2016 | |
Accrued Royalties [Member] | |
Payables And Accruals [Line Items] | |
Accrued Liabilities / Expenses | NOTE 10 – ACCRUED ROYALTIES Changes in the liability for royalties during the six months ended June 30, 2016 consisted of the following (in thousands): Balance as of December 31, 2015 $ 175,219 Assumed KRYSTEXXA and MIGERGOT accrued royalties 1,401 Assumed KRYSTEXXA and MIGERGOT contingent royalty liabilities 51,300 Royalty payments (18,780 ) Accretion expense 19,028 Balance as of June 30, 2016 228,168 Less: Current portion 58,008 Accrued royalties, net of current $ 170,160 The Company did not record any remeasurements of contingent royalty liabilities during the six months ended June 30, 2016, as there were no triggering events during the period. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 11 – 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; and 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 June 30, 2016, the Company’s restricted cash 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. Other current assets recorded at fair value on a recurring basis are composed of investments held in a rabbi trust related to deferred compensation arrangements. Quoted prices for these investments, primarily in mutual funds, are available in active markets. Thus, the Company’s investments related to deferred compensation arrangements are classified as Level 1 measurements in the fair value hierarchy. The Company transfers its financial assets and liabilities between the fair value hierarchies at the end of each reporting period. There were no transfers between the different levels of the fair value hierarchy in 2016 or 2015. 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 June 30, 2016 and December 31, 2015 (in thousands): June 30, 2016 Level 1 Level 2 Level 3 Total Assets: Bank time deposits $ — $ 2,502 $ — $ 2,502 Money market funds 240,000 — — 240,000 Other current assets 2,303 — — 2,303 Total assets at fair value $ 242,303 $ 2,502 $ — $ 244,805 December 31, 2015 Level 1 Level 2 Level 3 Total Assets: Bank time deposits $ — $ 1,000 $ — $ 1,000 Money market funds 280,053 — — 280,053 Other current assets 773 — — 773 Total assets at fair value $ 280,826 $ 1,000 $ — $ 281,826 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 12 – COMMITMENTS AND CONTINGENCIES Lease Obligations The Company has the following lease agreements in place for real properties: Location Approximate Square Footage Lease Expiry Date Dublin, Ireland 18,900 November 4, 2029 Lake Forest, Illinois (1) 160,000 March 31, 2024 Deerfield, Illinois (2) 53,500 June 30, 2018 Brisbane, California (3) 20,100 November 30, 2019 Mannheim, Germany 14,300 December 31, 2018 Chicago, Illinois 6,500 December 31, 2018 Reinach, Switzerland 3,500 May 31, 2020 (1) In connection with the Lake Forest, Illinois lease, the Company has provided a $2.0 million letter of credit to the landlord, through a commercial bank. The Company has two separate lease agreements in place for this property, one of which, consisting of approximately 15,000 square feet, was assumed by the Company as a result of its acquisition of Crealta in January 2016 and will expire on October 31, 2017. (2) The Company vacated the premises in Deerfield, Illinois in January 2016. (3) The Company vacated the premises in Brisbane, California in December 2015 and entered into a sublease agreement for the property with a third party. 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 April 2009. Thereafter, the agreement automatically renews on a yearly basis until either party provides two years advance written notice of termination. In April 2016 the agreement automatically renewed, therefore the earliest the agreement can expire according to this advance notice procedure is April 15, 2019, and the minimum purchase commitment is in force until April 2019. At June 30, 2016, the minimum purchase commitment based on tablet pricing in effect under the agreement was $2.1 million through April 2019. 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 (“EU”) member states and Scandinavia. At June 30, 2016, the Company had a binding purchase commitment to Sanofi-Aventis U.S. for DUEXIS of $5.6 million, which is to be delivered through September 2016. 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 and amended effective as of June 1, 2015. Under the agreement, Boehringer Ingelheim is required to manufacture and supply interferon gamma-1b (ACTIMMUNE) to the Company. The Company is required to purchase minimum quantities of finished medicine per annum through July 2020. As of June 30, 2016, the minimum binding purchase commitment to Boehringer Ingelheim was $14.6 million (converted using a Euro-to-Dollar exchange rate of 1.1108) through July 2020. 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 June 30, 2016, the Company had a binding purchase commitment with Patheon for VIMOVO of $2.5 million through September 2016. 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, which was amended in February 2016. Under the supply agreement, Nuvo is obligated to manufacture and supply PENNSAID 2% to the Company. The term of the supply agreement is through December 31, 2029, 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 June 30, 2016, the Company had a binding purchase commitment with Nuvo for PENNSAID 2% of $4.4 million through September 2016. Purchase orders relating to the manufacture of RAVICTI and BUPHENYL of $4.6 million were outstanding at June 30, 2016. In March 2007, Savient Pharmaceuticals, Inc. (as predecessor in interest in Crealta), entered into a commercial supply agreement with Bio-Technology General (Israel) Ltd (“BTG Israel) for the production of the bulk KRYSTEXXA medicine (“bulk medicine”). The Company assumed this agreement as part of the Crealta acquisition. Under this agreement, the Company is obligated to purchase at least 80 percent of its annual world-wide bulk medicine requirements from BTG Israel. In December 2015, Crealta received a notice of termination from BTG Israel and as a result the agreement will terminate on December 15, 2018. If the manufacture of the bulk medicine is moved out of Israel, the Company may be required to obtain the approval of the Israeli Office of the Chief Scientist (“OCS”) because certain KRYSTEXXA intellectual property was initially developed with a grant funded by the OCS. In addition, if the manufacturing is moved out of Israel, the Company may be required to pay the OCS additional amounts as a repayment for the OCS grant funding. As of the Crealta acquisition date it was probable that the manufacture of the KRYSTEXXA bulk medicine would be moved outside of Israel and the Company may be required to pay additional amounts estimated at approximately $6.9 million. The estimated obligation was recorded as an assumed contingent liability as of the Crealta acquisition date (see Note 3 for further details) and is included in “other long-term liabilities” in the condensed consolidated balance sheet. The Company issues 18-month forecasts of the volume of KRYSTEXXA that the Company expects to order. The first six months of the forecast are considered binding firm orders. At June 30, 2016, the Company had a binding purchase commitment with BTG Israel for KRYSTEXXA of $2.2 million through September 2016. Royalty Agreements RAYOS/LODOTRA 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 sums and milestone payments. VIMOVO The Company entered into a license agreement with Pozen Inc., who subsequently entered into a business combination with Tribute Pharmaceuticals Canada Inc. to become known as Aralez Pharmaceuticals Inc. (“Aralez”). Under this agreement, the Company is required to pay Aralez a flat 10% royalty on net sales of VIMOVO and other medicines 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 nonsteroidal anti-inflammatory drugs, subject to minimum annual royalty obligations of $7.5 million. These minimum royalty obligations will continue for each year during which one of Aralez’s patents covers such medicines in the United States and there are no competing medicines 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 medicines. The Company’s obligation to pay royalties to Aralez will expire upon the later of (a) expiration of the last-to-expire of certain patents covering such medicines in the United States, and (b) ten years after the first commercial sale of such medicines in the United States. ACTIMMUNE Under a license agreement, as amended, with Genentech Inc. (“ · 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% to 30% range for the first tier in net sales and in the 1% to 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 assignment and option 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. RAVICTI Under the terms of an asset purchase agreement with Ucyclyd, the Company is obligated to pay to Ucyclyd tiered mid to high single-digit royalties on its global net sales of RAVICTI. Under the terms of a license agreement with Brusilow, BUPHENYL Under the terms of an amended and restated collaboration agreement with Ucyclyd, the Company is obligated to pay to Ucyclyd tiered mid to high single-digit royalties on its net sales in the United States of BUPHENYL to urea cycle disorder patients outside of the FDA-approved labeled age range for RAVICTI. KRYSTEXXA Under the terms of a license agreement with Duke and MVP, the Company is obligated to pay Duke a mid-single digit royalty on its global net sales of KRYSTEXXA and a low-double digit royalty on any global sublicense revenue. The Company is also obligated to pay MVP a mid-single digit royalty on its net sales of KRYSTEXXA outside of the United States and a low-double digit royalty on any sublicense revenue outside of the United States. The royalty obligations described above are included in accrued royalties on the Company’s condensed consolidated balance sheets. For all of the royalty agreements entered into by the Company, a total expense of $10.9 million and $21.4 million was recorded in cost of goods sold for the three and six months ended June 30, 2016, respectively. The total expense recorded in cost of goods sold for the three and six months ended June 30, 2015 was $19.4 million and $23.0 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. In November 2015, Express Scripts, Inc. (“Express Scripts”) filed suit against the Company in Delaware Superior Court, Newcastle County, asserting claims for breach of contract, breach of the implied covenant of good faith and fair dealing, unjust enrichment, and declaratory relief arising from the parties’ 2012 Preferred Savings Grid Rebate Program Agreement. Express Scripts is seeking damages of approximately $166.2 million for alleged unpaid rebates and administrative fees through the end of 2015, late fees, interest, and attorneys’ fees and costs. On January 11, 2016, the Company answered the complaint, denying Express Scripts’ claims and denying that it owes Express Scripts any damages or other relief. The Company also filed a counter-claim against Express Scripts for breach of contract, breach of the implied covenant of good faith and fair dealing, and declaratory relief arising from Express Scripts’ breach of the rebate agreement. On February 1, 2016, Express Scripts filed an answer to the Company’s counter-claim. The parties have commenced discovery and a bench trial in the case is currently scheduled for April 2017. Consistent with FAS 5, Accounting for Contingencies In November 2015, the Company received a subpoena from the U.S. Attorney’s Office for the Southern District of New York requesting documents and information related to its patient access programs and other aspects of its marketing and commercialization activities. The Company is unable to predict how long this investigation will continue or its outcome, but it anticipates that it may incur significant costs in connection with the investigation, regardless of the outcome. The Company may also become subject to similar investigations by other governmental agencies. The investigation by the U.S. Attorney’s Office and any additional investigations of the Company’s patient access programs and sales and marketing activities may result in damages, fines, penalties or other administrative sanctions against the Company. 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 had also entered into separate indemnification agreements with HPI prior to the Vidara Merger. |
Legal Proceedings
Legal Proceedings | 6 Months Ended |
Jun. 30, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Legal Proceedings | NOTE 13 – 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 subsidiary 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 patent infringement litigation against Actavis FL. In accordance with legal requirements, the Company, Jagotec and Actavis FL agreed to submit the Actavis settlement agreement to the U.S. Federal Trade Commission (“FTC”) and the U.S. Department of Justice (“DOJ”) for review. The parties submitted the Actavis settlement agreement to the FTC and DOJ for review and no issues were raised by either. The parties agreed to file stipulations of dismissal with the court regarding the litigation and the court entered the stipulation and closed the case on December 4, 2015. 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 FL 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 under 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 prescriptions over specified periods of time. 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, the Company and Jagotec agreed to amend the Actavis settlement agreement to provide Actavis FL with terms that are no less favorable than those provided to such 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 Watson Laboratories, Inc. (“Watson Laboratories”) advising that Watson Laboratories had filed an ANDA with the FDA for a generic version of PENNSAID 2%. On December 23, 2014, the Company filed suit in the United States District Court for the District of New Jersey against Watson Laboratories, Actavis, Inc., and Actavis plc (collectively “Actavis”) seeking an injunction to prevent the approval of the ANDA. Since then, Watson Laboratories, Inc. changed its name to Actavis Laboratories UT, Inc., and remains the current holder of the ANDA. The lawsuit alleged 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 a generic version of PENNSAID 2% prior to the expiration of certain of the Company’s patents listed in the FDA’s Orange Book (“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. 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. 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 October 27, 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 Nos. 9,168,304 and 9,168,305. On February 5, 2016, 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. 9,220,784. All three patents, U.S. Patent Nos. 9,168,304, 9,168,305, and 9,220,784 are listed in the Orange Book and have claims that cover PENNSAID 2%. All of the litigation against Actavis remains pending. No trial date for any of the Actavis actions has been set by the court. The Company received from Actavis a Paragraph IV Patent Certification Notice Letter dated July 1, 2016, against Orange Book listed U.S. Patent Nos. 9,339,551 and 9,339,552, advising that Actavis had filed an ANDA with the FDA for a generic version of PENNSAID 2%. 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 certain of the Company’s patents listed in the Orange Book. 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 patent infringement litigation against Perrigo. 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%. The Perrigo settlement agreement also contemplated the filing of a joint stipulation of dismissal by the parties. This stipulation of dismissal was entered by the district court on May 13, 2015. 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 under 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 license granted in 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 such other 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 with Taro (the “Taro settlement agreement”) relating to the Horizon Subsidiaries’ patent infringement litigation against Taro. In accordance with legal requirements, the Horizon Subsidiaries and Taro submitted the Taro settlement agreement to the FTC and DOJ for review, and no issues have been raised by the FTC and DOJ. The Horizon Subsidiaries and Taro have also filed stipulations of dismissal with the courts regarding the litigation, with these dismissals being entered by the district court on November 3, 2015. 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 under 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 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 license granted in 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%, the Horizon Subsidiaries 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%. On April 30, 2015, the Company filed suit in the United States District Court for the District of New Jersey against Lupin Limited and Lupin Pharmaceuticals Inc. (collectively, “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 certain of the Company’s patents listed in the 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. 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%. On October 27, 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 Nos. 9,168,304 and 9,168,305. On February 5, 2016, 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. 9,220,784. All three patents, U.S. Patent Nos. 9,168,304, 9,168,305, and 9,220,784 are listed in the Orange Book and have claims that cover PENNSAID 2%. All of the infringement actions brought against Lupin remain pending. The court has not yet set a trial date for the Lupin actions. The Company received from Teligent, Inc., formerly known as IGI Laboratories, Inc. (“Teligent”), 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 Teligent had filed an ANDA with the FDA for a generic version of PENNSAID 2%. On May 21, 2015, the Company filed suit in the United States District Court for the District of New Jersey against Teligent seeking an injunction to prevent the approval of the ANDA. The lawsuit alleged that Teligent 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 certain of the Company’s patents listed in the Orange Book. The commencement of the patent infringement lawsuit stays, or bars, FDA approval of Teligent’s ANDA for 30 months or until an earlier district court decision that the subject patents are not infringed or are invalid. On June 30, 2015, the Company filed suit in the United States District Court for the District of New Jersey against Teligent 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 Teligent 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 Teligent 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 October 27, 2015, the Company filed suit in the United States District Court for the District of New Jersey against Teligent for patent infringement of U.S. Patent Nos. 9,168,304 and 9,168,305. On February 5, 2016, the Company filed suit in the United States District Court for the District of New Jersey against Teligent for patent infringement of U.S. Patent No. 9,220,784. All three patents, U.S. Patent Nos. 9,168,304, 9,168,305, and 9,220,784 are listed in the Orange Book and have claims that cover PENNSAID 2%. The Company entered into a settlement and license agreement with Teligent (the “Teligent settlement agreement”), effective May 9, 2016, relating to the patent infringement litigation against Teligent. In accordance with legal requirements, the Company and Teligent submitted the Teligent settlement agreement to the FTC and DOJ for review, and no issues have been raised by the FTC and DOJ. The Company and Teligent have also filed stipulations of dismissal with the district court regarding the litigation, with these dismissals having been entered by the district court on May 2, 2016. The Teligent settlement agreement provides for a full settlement and release by both the Company and Teligent 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 Teligent’s generic version of PENNSAID 2%. Under the Teligent settlement agreement, the Company granted Teligent a non-exclusive license to manufacture and commercialize Teligent’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, Teligent’s generic version of PENNSAID 2% during certain limited periods prior to the license effective date. Under the Teligent settlement agreement, the license effective date is January 10, 2029; however, Teligent may be able to enter the market earlier under 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 Teligent settlement agreement, the Company also agreed not to sue or assert any claim against Teligent for infringement of any patent or patent application owned or controlled by the Company during the term of the license granted in the Teligent settlement agreement based on the manufacture, use, sale, offer for sale, or importation of Teligent’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 Teligent PENNSAID 2% as an authorized distributor of generic PENNSAID 2%, with the Company receiving specified percentages of any net sales by Teligent. 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 Teligent settlement agreement to provide Teligent with terms that are no less favorable than those provided to the other parties. 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%. 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 alleged 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 certain of the Company’s patents listed in the 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 October 27, 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 Nos. 9,168,304 and 9,168,305. On February 5, 2016, 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. 9,220,784. All three patents, U.S. Patent Nos. 9,168,304, 9,168,305, and 9,220,784 are listed in the Orange Book and have claims that cover PENNSAID 2%. On April 18, 2016, the Company entered into a settlement and license agreement (the “Amneal settlement agreement”) with Amneal relating to the Company’s patent infringement litigation against Amneal. In accordance with legal requirements, the Company and Amneal submitted the Amneal settlement agreement to the FTC and DOJ for review, and no issues have been raised by the FTC and DOJ. The Company and Amneal have also filed a stipulation of dismissal with the court regarding the litigation. The Amneal settlement agreement provides for a full settlement and release by both the Company and Amneal 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 Amneal’s generic version of PENNSAID 2%. Under the Amneal settlement agreement, the Company granted Amneal a non-exclusive license to manufacture and commercialize Amneal’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, Amneal’s generic version of PENNSAID 2% during certain limited periods prior to the license effective date. Under the Amneal settlement agreement, the license effective date is January 10, 2029; however, Amneal may be able to enter the market earlier under certain circumstances. Such events relate to the resolution of any other third-party PENNSAID 2% patent litigation or the entry of other third-party generic versions of PENNSAID 2%. Under the Amneal settlement agreement, the Company also agreed not to sue or assert any claim against Amneal for infringement of any patent or patent application owned or controlled by the Company during the term of the license granted in Amneal settlement agreement based on the manufacture, use, sale, offer for sale, or importation of Amneal’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 Amneal PENNSAID 2% as a non-exclusive, authorized distributor of generic PENNSAID 2%, with the Company receiving specified percentages of any net sales by Amneal. 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 Amneal settlement agreement to provide Amneal with terms that are no less favorable than those provided to the other parties. The Company received from Apotex Inc. (“Apotex”) a Paragraph IV Patent Certification Notice Letter dated April 1, 2016, 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, 8,871,809, 9,066,913, 9,101,591, 9,132,110, 9,168,304, 9,168,305 and 9,220,784 advising that Apotex had filed an ANDA with the FDA for a generic version of PENNSAID 2%. The Company also received from Apotex a second Paragraph IV Patent Certification Notice Letter dated June 30, 2016, against Orange Book listed U.S. Patent Nos. 9,339,551 and 9,339,552, advising that Apotex had filed an ANDA with the FDA for a generic version of PENNSAID 2%. 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 prior to the expiration of certain of the Company’s 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; (iii) Mylan Pharmaceuticals Inc., Mylan Laboratories Limited, and Mylan Inc. (collectively, “Mylan”); and (iv) Actavis FL and Actavis Pharma, Inc. (collectively, “Actavis Pharma”). 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 Aralez 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 Aralez patents licensed to the Company under the amended and restated collaboration and license agreement for the United States with Aralez. 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, May 13, 2015 and November 24, 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. On January 7, 2016, Actavis Pharma asserted a counterclaim for declaratory judgment of invalidity and non-infringement of U.S. Patent No. 8,945,621. On January 25, 2016, the Company filed a new case against Actavis Pharma including allegations of infringement of U.S. Patent Nos. 9,161,920 and 9,198,888. This case was subsequently consolidated with the Actavis Pharma case involving U.S. Patent Nos. 8,852,636, 8,858,996, and 8,865,190. On February 10, 2016, the Company amended the complaints against Dr. Reddy’s, Lupin, and Mylan to add charges of infringement of U.S. Patent Nos. 9,161,920 and 9,198,888. On February 19, 2016, Mylan asserted a counterclaim for declaratory judgment of invalidity and non-infringement of U.S. Patent. No. 9,220,698. 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. On May 12, 2016, the court granted Dr. Reddy’s motion for summary judgment of non-infringement of U.S. Patent No. 6,926,907 with respect to one of Dr. Reddy’s two ANDAs. The cases asserting U.S. Patent Nos. 8,852,636, 8,858,996, 8,865,190, 9,161,920 and 9,198,888 have 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 Patent Certification 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, February 9, 2015, January 26, 2016, February 26, 2016, and July 19,2015; the Actavis Pharma notice letters were dated March 29, 2013, November 5, 2013, October 9, 2015, December 10, 2015, March 1, 2016, April 6, 2016, and July 22, 2016; and the Anchen notice letter was dated September 16, 2011. On February 24, 2015, Dr. Reddy’s 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, the United States Patent and Trademark Office (the “U.S. PTO”) denied such Petition for IPR. On May 21, 2015, the Coalition for Affordable Drugs VII LLC (“Coalition for Affordable Drugs”) 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. On December 8, 2015, the U.S. PTO denied such Petition for IPR. On June 5, 2015, the Coalition for Affordable Drugs 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. On December 17, 2015, the U.S. PTO denied such Petition for IPR. On August 7, 2015, the Coalition for Affordable Drugs 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. On February 11, 2016, the U.S. PTO denied such Petition for IPR. On August 12, 2015, the Coalition for Affordable Drugs 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. On February 22, 2016, the Patent Trial and Appeal Board (the “PTAB”) issued a decision to institute the IPR. The PTAB must issue a final written decision on the IPR of U.S. Patent No. 8,945,621 no later than February 22, 2017. 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. On March 1, 2016, the PTAB issued decisions to institute the IPRs for U.S. Patent Nos. 8,858,996 and 8,865,190. The PTAB must issue a final written decision on the IPRs of U.S. Patent Nos. 8,858,996 and 8,865,190 no later than March 1, 2017. Also on March 1, 2016, the PTAB denied the Petition for IPR for U.S. Patent No. 8,852,636. On March 17, 2014, Hyperion received notice from Par Pharmaceutical, Inc. (“Par Pharmaceutical”) that it had filed an ANDA with the FDA seeking approval for a generic version of the Company’s medicine RAVICTI. The ANDA contained a Paragraph IV Patent Certification alleging that two of the paten |
Debt Agreements
Debt Agreements | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt Agreements | NOTE 14 – DEBT AGREEMENTS The Company’s outstanding debt balances as of June 30, 2016 and December 31, 2015 consisted of the following (in thousands): June 30, 2016 December 31, 2015 2015 Term Loan Facility $ 396,000 $ 398,000 2023 Senior Notes 475,000 475,000 Exchangeable Senior Notes due 2022 400,000 400,000 Total face value 1,271,000 1,273,000 Debt discount (119,764 ) (127,885 ) Deferred financing fees (7,549 ) (8,359 ) Total long-term debt 1,143,687 1,136,756 Less: current maturities 4,000 4,000 Long-term debt, net of current maturities $ 1,139,687 $ 1,132,756 The Company adopted ASU No. 2015-03, Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs . 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 (the “credit agreement”) providing for (i) the six-year $400.0 million term loan facility (the 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. 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 was, as of June 30, 2016, and is currently in compliance with this credit agreement. As of June 30, 2016, the fair value of the 2015 Term Loan Facility was approximately $391.1 million, categorized as a Level 2 instrument, as defined in Note 11. 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 6.625% Senior Notes due 2023 (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, 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 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. The Company was, as of June 30, 2016, and is currently in compliance with the indenture governing the 2023 Senior Notes. As of June 30, 2016, the fair value of the 2023 Senior Notes was approximately $441.8 million, categorized as a Level 2 instrument, as defined in Note 11. Exchangeable Senior Notes On March 13, 2015, Horizon Investment completed a private placement of $400.0 million aggregate principal amount of Exchangeable Senior Notes 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 As of June 30, 2016, none of the above conditions had been satisfied and no exchange of Exchangeable Senior Notes had been triggered. 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 June 30, 2016, the fair value of the Exchangeable Senior Notes was approximately $362.5 million, categorized as a Level 2 instrument, as defined in Note 11. 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”). Loans under the five-year $300.0 million term loan facility (“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. On May 7, 2015, the Company repaid the entire $300.0 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 5.00% Convertible Senior Notes due 2018 (“Convertible Senior Notes”), and received net proceeds of $143.6 million, after deducting fees and expenses of $6.4 million. During 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 | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Shareholders' Equity | NOTE 15 – SHAREHOLDERS’ EQUITY During the six months ended June 30, 2016, the Company issued an aggregate of 231,807 ordinary shares in connection with the exercise of stock options and received $1.7 million in proceeds. During the six months ended June 30, 2016, the Company issued an aggregate of 552,836 ordinary shares in net settlement of vested restricted stock units. During the six months ended June 30, 2016, the Company issued an aggregate of 13,584 ordinary shares in net settlement of vested performance stock units. During the six months ended June 30, 2016, the Company issued an aggregate of 261,780 ordinary shares pursuant to employee stock purchase plans and received $3.2 million in proceeds. During the six months ended June 30, 2016, the Company made payments of $ 4.7 In May 2016, the Company’s board of directors authorized a share repurchase program pursuant to which the Company may repurchase up to 5,000,000 of its ordinary shares. The timing and amount of repurchases, including whether the Company decides to repurchase any shares pursuant to the authorization, will depend on a variety of factors, including the price of the Company’s ordinary shares, alternative investment opportunities, the Company’s cash resources, restrictions under the Company’s credit agreement, and market conditions. As of June 30, 2016, the Company had not purchased any of its ordinary shares under this repurchase program. |
Share-Based Incentive Plans
Share-Based Incentive Plans | 6 Months Ended |
Jun. 30, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-Based Incentive Plans | NOTE 16 – SHARE-BASED INCENTIVE PLANS Employee Stock Purchase Plan 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. As described below, effective as of May 3, 2016, the number of ordinary shares authorized for issuance under the 2014 ESPP was reduced by 5,000,000 shares. As of June 30, 2016, an aggregate of 4,076,279 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 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 an additional 14,000,000 shares. On May 6, 2015, the shareholders of the Company approved such amendment to the 2014 EIP. On February 25, 2016, the compensation committee of the Company’s board of directors approved, subject to shareholder approval, amending the 2014 EIP to, among other things, increase the aggregate number of shares authorized for issuance under the 2014 EIP beyond those remaining available for future grant under the 2014 EIP by an additional 6,000,000 shares and also approved a reduction in the number of shares authorized under our 2014 Non-Employee Equity Plan and 2014 ESPP by 1,000,000 shares and 5,000,000 shares, respectively, contingent on shareholder approval of the amendment to the 2014 EIP. On May 3, 2016, 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 that were initially authorized for issuance under the 2014 Non-Employee Equity Plan is 2,500,000. As described above, effective as of May 3, 2016, the number of ordinary shares authorized for issuance under the 2014 Non-Employee Equity Plan was reduced by 1,000,000 shares. The Company’s board of directors has authority to suspend or terminate the 2014 Non-Employee Equity Plan at any time. As of June 30, 2016, an aggregate of 7,059,814 and 963,567 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 six months ended June 30, 2016: Options Weighted Average Exercise Price Weighted Average Contractual Term Remaining (in years) Aggregate Intrinsic Value (in thousands) Outstanding as of December 31, 2015 13,385,791 $ 17.73 Granted 1,741,192 $ 18.13 Exercised (231,807 ) $ 7.13 Forfeited (802,169 ) $ 18.34 Expired (42,348 ) $ 9.73 Outstanding as of June 30, 2016 14,050,659 $ 17.94 7.92 $ 41,048 Exercisable as of June 30, 2016 5,893,946 $ 14.19 6.70 $ 31,063 Stock options typically have a contractual term of 10 years from grant date. 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 share 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 six months ended June 30, 2016 and 2015, and assumptions used to value stock options, are as follows: For the Six Months Ended June 30, 2016 2015 Dividend yield — — Risk-free interest rate 1.3% - 1.8% 1.3% - 2.3% Weighted average expected volatility 73.8% 77.2% Expected life (in years) 6.0 6.0 Weighted average grant-date fair value per share of options granted $ 11.78 $ 15.84 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 14 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 six months ended June 30, 2016: Number of Units Weighted Average Grant-Date Fair Value Per Unit Outstanding as of December 31, 2015 3,361,746 $ 18.71 Granted 683,844 $ 17.00 Vested (813,423 ) $ 16.80 Forfeited (260,100 ) $ 19.01 Outstanding as of June 30, 2016 2,972,067 $ 18.81 The grant-date fair value of restricted stock units is the closing price of the Company’s shares on the date of grant. Performance Stock Units The following table summarizes performance stock unit (“PSU”) activity for the six months ended June 30, 2016: 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, 2015 13,049,000 Granted 260,000 $ 7.99 8.2 % $ 7.34 Vested (20,000 ) $ 18.97 0.0 % $ 18.97 Forfeited (823,000 ) $ 13.69 16.1 % $ 11.48 Outstanding as of June 30, 2016 12,466,000 In January 2016, the compensation committee of the Company’s board of directors approved the grant of 260,000 PSUs to certain members of the Company’s senior leadership team. In 2014, the Company granted 25,000 PSUs. All other outstanding PSUs were granted in 2015 and 2016 and may 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 These outstanding PSUs granted in 2015 and 2016 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. These 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 those who were members of the executive committee at the date of grant, and one year for 50% of the PSUs for all others who were not executive committee members at the date of grant. The Company accounts for the PSUs as equity-settled awards in accordance with ASC 718. Because the value of the outstanding PSUs granted in 2015 and 2016 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 and the most significant valuation assumptions used include: For the Six Months Ended June 30, 2016 2015 Valuation date stock price $ 17.72 - 21.07 $ 22.77 - 28.53 Expected volatility 76.8% - 77.6% 67.2% - 67.3% Risk free rate 1.0% - 1.2% 1.0% - 1.1% The average estimated fair value of each outstanding PSU granted under the 2014 EIP is as follows (allocated between groupings based on grant-date classification): Number of Units Weighted Average Fair Value Per Unit Average Illiquidity Discount Recorded Weighted Average Fair Value Per Unit Executive committee members 9,173,000 $ 15.18 18.3 % $ 12.40 Non-executive committee members 3,268,000 $ 13.75 7.3 % $ 12.74 12,441,000 $ 14.80 15.6 % $ 12.49 For the six months ended June 30, 2016, the Company recorded $24.3 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 approximately $16.0 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 June 30, 2016 and December 31, 2015, the estimated fair value was $4.6 million and $6.0 million, respectively. For the six months ended June 30, 2016, the Company recorded an expense of $0.2 million to the unaudited condensed consolidated statement of comprehensive income (loss) as a result of the valuation of the Cash Bonus Program. The most significant valuation assumptions used as of June 30, 2016 include: · Valuation Date Stock Price - $16.47. · Expected Volatility - The expected volatility assumption of 82.35% is based on the Company’s historical volatility over the 1.35 year period ending June 30, 2016, based upon daily stock price observations. · Risk Free Rate – 0.49%, which is based upon the yield on U.S. Treasury Separate Trading of Registered Interest and Principal Securities with a remaining term of 1.35 years as of June 30, 2016. Share-Based Compensation Expense The following table summarizes share-based compensation expense included in the Company’s condensed consolidated statements of operations for the six months ended June 30, 2016 and 2015 (in thousands): For the Six Months Ended June 30, 2016 2015 Share-based compensation expense: Research and development $ 4,363 $ 2,670 Sales and marketing 12,610 8,536 General and administrative 38,636 20,133 Total share-based compensation expense $ 55,609 $ 31,339 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 June 30, 2016, the Company estimates that pre-tax unrecognized compensation expense of $252.2 million for all unvested share-based awards, including stock options, restricted stock units and PSUs, will be recognized through the second quarter of 2020. 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 | 6 Months Ended |
Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 17 – 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 period in which the change is enacted. The following table presents the benefit for income taxes for the three and six months ended June 30, 2016 and 2015 (in thousands): For the Three Months Ended June 30, For the Six Months Ended June 30, 2016 2015 2016 2015 Income (loss) before benefit for income taxes $ 12,228 $ (128,866 ) $ (34,621 ) $ (146,506 ) Benefit for income taxes (2,756 ) (160,680 ) (4,199 ) (158,767 ) Net income (loss) $ 14,984 $ 31,814 $ (30,422 ) $ 12,261 During the three and six months ended June 30, 2016, the Company recorded a benefit for income taxes of $2.8 million and $4.2 million, respectively, compared to $160.7 million and $158.8 million during the three and six months ended June 30, 2015, respectively. The benefit for income taxes recorded during the three and six months ended June 30, 2016 was primarily attributable to pre-tax losses incurred in higher tax rate jurisdictions which exceeded pre-tax income in lower tax rate jurisdictions during the periods. The benefit for income taxes recorded during the three and six months ended June 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 then 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. |
Basis of Presentation and Bus23
Basis of Presentation and Business Overview (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation 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, including normal recurring adjustments, considered necessary for a fair statement of the financial statements have been included. Operating results for the three and six months ended June 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016. The December 31, 2015 condensed consolidated balance sheet was derived from audited financial statements, but does not include all disclosures required by GAAP. 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 (the “Company”). Upon the consummation of the Vidara Merger, the historical financial statements of HPI became the Company’s historical financial statements. 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. On January 13, 2016 completed its acquisition of On May 18, 2016, the Company entered into a definitive agreement with Boehringer Ingelheim International GmbH (“Boehringer Ingelheim International”) to acquire rights to interferon gamma-1b, which Boehringer Ingelheim International currently commercializes under the trade names IMUKIN ® ® ® ® ® The unaudited condensed consolidated financial statements presented herein include the results of operations of the acquired businesses from the date of acquisition. See Note 3 for further details of business acquisitions. Unless otherwise indicated or the context otherwise requires, references to the “Company”, “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 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 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 Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers In August 2014, the FASB issued 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. In April 2015, the FASB issued ASU No. 2015-03, Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. As of December 31, 2015 As filed Reclassification As adjusted Other non-current assets $ 8,581 $ (8,359 ) $ 222 Exchangeable notes, net (283,675 ) 786 (282,889 ) Long-term debt, net, net of current (857,440 ) 7,573 (849,867 ) In April 2015, the FASB issued ASU No. 2015-05: Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement 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 (Topic 805): Simplifying the Accounting for Measurement-Period Adjustments In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) In March 2016, the FASB Issued ASU No. 2016-09, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting |
Basis of Presentation and Bus24
Basis of Presentation and Business Overview (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Schedule of Adjustments Made to Conform Prior Period Classifications | The following table summarizes the adjustments made to conform prior period classifications as a result of the new guidance (in thousands): As of December 31, 2015 As filed Reclassification As adjusted Other non-current assets $ 8,581 $ (8,359 ) $ 222 Exchangeable notes, net (283,675 ) 786 (282,889 ) Long-term debt, net, net of current (857,440 ) 7,573 (849,867 ) |
Net Income (Loss) per Share (Ta
Net Income (Loss) per Share (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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 six months ended June 30, 2016 and 2015 (in thousands, except share and per share data): For the Three Months Ended June For the Six Months Ended June 30, 2016 2015 2016 2015 Basic net income (loss) per share calculation: Net income (loss) $ 14,984 $ 31,814 $ (30,422 ) $ 12,261 Weighted average ordinary shares outstanding 160,468,146 150,771,902 160,186,270 138,369,537 Basic net income (loss) per share $ 0.09 $ 0.21 $ (0.19 ) $ 0.09 The following table presents diluted net income (loss) per share for the three and six months ended June 30, 2016 and 2015 (in thousands, except share and per share data): For the Three Months Ended June 30, For the Six Months Ended June 30, 2016 2015 2016 2015 Diluted net income (loss) per share calculation: Net income (loss) $ 14,984 $ 31,814 $ (30,422 ) $ 12,261 Weighted average ordinary shares outstanding 163,920,581 159,797,319 160,186,270 145,031,882 Diluted net income (loss) per share $ 0.09 $ 0.20 $ (0.19 ) $ 0.08 |
Business Acquisitions (Tables)
Business Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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): For the Six Months Ended June 30, 2015 As reported Pro forma adjustments Pro forma Net sales $ 285,962 $ 64,693 $ 350,655 Net income (loss) 12,261 (48,941 ) (36,680 ) |
Crealta Holdings LLC [Member] | |
Total Consideration for Acquisition | The total consideration for the acquisition was approximately $539.7 million, including cash acquired of $24.9 million, and was composed of the following before and after the measurement period adjustments (in thousands): Before Adjustments After Cash $ 536,181 $ 25 $ 536,206 Net settlements on the exercise of stock options and unrestricted units 3,526 — 3,526 Total consideration $ 539,707 $ 25 $ 539,732 |
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 Accounts payable and accrued expenses $ (4,543 ) $ — $ (4,543 ) Accrued trade discounts and rebates (1,424 ) — (1,424 ) Deferred tax liabilities (20,835 ) — (20,835 ) Other non-current liabilities (6,900 ) — (6,900 ) Contingent royalty liabilities (51,300 ) — (51,300 ) Cash and cash equivalents 24,893 — 24,893 Accounts receivable 10,014 — 10,014 Inventories 169,054 (1,700 ) 167,354 Prepaid expenses and other current assets 1,382 — 1,382 Developed technology 417,300 1,400 418,700 Other non-current assets 275 — 275 Goodwill 1,791 325 2,116 Fair value of consideration paid $ 539,707 $ 25 $ 539,732 |
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, except share and per share data): 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 final fair values assigned to the assets acquired and the liabilities assumed by the Company (in thousands): (Liabilities assumed) and assets acquired: Allocation Deferred tax liabilities, net $ (262,732 ) Accounts payable (2,439 ) Accrued trade discounts and rebates (9,792 ) Accrued expenses (7,566 ) 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 Inventory 13,498 Prepaid expenses and other current assets 2,533 Property and equipment 1,044 Other non-current assets 123 Developed technology 1,044,200 Goodwill 253,811 Fair value of consideration paid $ 1,075,398 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Inventory Disclosure [Abstract] | |
Components of Inventories | The components of inventories as of June 30, 2016 and December 31, 2015 consisted of the following (in thousands): June 30, 2016 December 31, 2015 Raw materials $ 2,145 $ 6,232 Work-in-process 145,827 631 Finished goods 24,130 11,513 Inventories, net $ 172,102 $ 18,376 |
Prepaid Expenses and Other Cu28
Prepaid Expenses and Other Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets as of June 30, 2016 and December 31, 2015 consisted of the following (in thousands): June 30, 2016 December 31, 2015 Prepaid income taxes $ 14,693 $ 4 Medicine samples inventory 6,268 4,697 Prepaid co-pay expenses 2,023 1,881 Rabbi trust assets 2,303 773 Other prepaid expenses 8,579 8,503 Prepaid expenses and other current assets $ 33,866 $ 15,858 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | Property and equipment as of June 30, 2016 and December 31, 2015 consisted of the following (in thousands): June 30, 2016 December 31, 2015 Machinery and equipment $ 2,843 $ 2,946 Computer equipment 2,916 2,514 Software 9,593 1,360 Leasehold improvements 6,930 1,966 Other 1,689 276 23,971 9,062 Less accumulated depreciation (5,660 ) (3,791 ) Construction in process 1,908 3,492 Software implementation in process 1,752 5,257 Property and equipment, net $ 21,971 $ 14,020 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Gross Carrying Amount of Goodwill | The gross carrying amount of goodwill as of June 30, 2016 was as follows (in thousands): Balance at December 31, 2015 $ 253,811 Acquired during the period 2,116 Balance at June 30, 2016 $ 255,927 |
Amortizable Intangible Assets | As of June 30, 2016 and December 31, 2015, amortizable intangible assets consisted of the following (in thousands): June 30, 2016 December 31, 2015 Cost Accumulated Amortization Net Book Value Cost Basis Accumulated Amortization Net Book Value Developed technology $ 2,211,195 $ (283,482 ) $ 1,927,713 $ 1,792,495 $ (183,446 ) $ 1,609,049 Customer relationships 8,100 (1,445 ) 6,655 8,100 (1,039 ) 7,061 Total amortizable intangible assets $ 2,219,295 $ (284,927 ) $ 1,934,368 $ 1,800,595 $ (184,485 ) $ 1,616,110 |
Estimated Future Amortization Expense | As of June 30, 2016, estimated future amortization expense was as follows (in thousands): 2016 (July to December) $ 101,376 2017 202,963 2018 202,963 2019 189,971 2020 189,752 Thereafter 1,047,343 Total $ 1,934,368 |
Accrued Trade Discounts and R31
Accrued Trade Discounts and Rebates (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Accrued Trade Discounts and Rebates [Member] | |
Valuation And Qualifying Accounts Disclosure [Line Items] | |
Schedule of Accrued Liabilities / Expenses | Accrued trade discounts and rebates as of , 2015 (in thousands): June 30, 2016 December 31, 2015 Accrued wholesaler fees and commercial rebates $ 25,317 $ 21,112 Accrued co-pay and other patient assistance 134,467 114,201 Accrued government rebates and chargebacks 60,890 48,456 Accrued trade discounts and rebates 220,674 183,769 Invoiced wholesaler fees and commercial rebates, co-pay and other patient assistance, and government rebates and chargebacks in accounts payable 36,242 — Total customer-related accruals and allowances $ 256,916 $ 183,769 |
Customer-related Accruals and Allowances [Member] | |
Valuation And Qualifying Accounts Disclosure [Line Items] | |
Schedule of Customer-Related Accruals and Allowances | The following table summarizes changes in the Company’s customer-related accruals and allowances from December 31, 2015 to June 30, 2016 (in thousands): Wholesaler Fees Co-Pay and Government and Commercial Other Patient Rebates and Rebates Assistance Chargebacks Total Balance at December 31, 2015 $ 21,112 $ 114,201 $ 48,456 $ 183,769 Current provisions relating to sales in the six months ended June 30, 2016 51,854 816,835 127,836 996,525 Adjustments relating to prior year sales 2,931 — (7,191 ) (4,260 ) Payments relating to sales in the six months ended June 30, 2016 (30,410 ) (646,622 ) (74,210 ) (751,242 ) Payments relating to sales in prior years (20,644 ) (114,201 ) (34,455 ) (169,300 ) Crealta acquisition on January 13, 2016 492 — 932 1,424 Balance at June 30, 2016 $ 25,335 $ 170,213 $ 61,368 $ 256,916 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Accrued Expenses [Member] | |
Payables And Accruals [Line Items] | |
Schedule of Accrued Liabilities / Expenses | Accrued expenses as of June 30, 2016 and December 31, 2015 consisted of the following (in thousands): June 30, 2016 December 31, 2015 Payroll-related expenses $ 33,639 $ 47,205 Consulting and professional services 15,097 17,160 Accrued interest 10,813 10,637 Accrued other 16,160 25,044 Accrued expenses $ 75,709 $ 100,046 |
Accrued Royalties (Tables)
Accrued Royalties (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Accrued Royalties [Member] | |
Schedule of Accrued Liabilities / Expenses | Changes in the liability for royalties during the six months ended June 30, 2016 consisted of the following (in thousands): Balance as of December 31, 2015 $ 175,219 Assumed KRYSTEXXA and MIGERGOT accrued royalties 1,401 Assumed KRYSTEXXA and MIGERGOT contingent royalty liabilities 51,300 Royalty payments (18,780 ) Accretion expense 19,028 Balance as of June 30, 2016 228,168 Less: Current portion 58,008 Accrued royalties, net of current $ 170,160 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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 June 30, 2016 and December 31, 2015 (in thousands): June 30, 2016 Level 1 Level 2 Level 3 Total Assets: Bank time deposits $ — $ 2,502 $ — $ 2,502 Money market funds 240,000 — — 240,000 Other current assets 2,303 — — 2,303 Total assets at fair value $ 242,303 $ 2,502 $ — $ 244,805 December 31, 2015 Level 1 Level 2 Level 3 Total Assets: Bank time deposits $ — $ 1,000 $ — $ 1,000 Money market funds 280,053 — — 280,053 Other current assets 773 — — 773 Total assets at fair value $ 280,826 $ 1,000 $ — $ 281,826 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Lease Agreements in Place for Real Properties | The Company has the following lease agreements in place for real properties: Location Approximate Square Footage Lease Expiry Date Dublin, Ireland 18,900 November 4, 2029 Lake Forest, Illinois (1) 160,000 March 31, 2024 Deerfield, Illinois (2) 53,500 June 30, 2018 Brisbane, California (3) 20,100 November 30, 2019 Mannheim, Germany 14,300 December 31, 2018 Chicago, Illinois 6,500 December 31, 2018 Reinach, Switzerland 3,500 May 31, 2020 (1) In connection with the Lake Forest, Illinois lease, the Company has provided a $2.0 million letter of credit to the landlord, through a commercial bank. The Company has two separate lease agreements in place for this property, one of which, consisting of approximately 15,000 square feet, was assumed by the Company as a result of its acquisition of Crealta in January 2016 and will expire on October 31, 2017. (2) The Company vacated the premises in Deerfield, Illinois in January 2016. (3) The Company vacated the premises in Brisbane, California in December 2015 and entered into a sublease agreement for the property with a third party. |
Debt Agreements (Tables)
Debt Agreements (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Debt Disclosure [Abstract] | |
Outstanding Debt Balances | The Company’s outstanding debt balances as of June 30, 2016 and December 31, 2015 consisted of the following (in thousands): June 30, 2016 December 31, 2015 2015 Term Loan Facility $ 396,000 $ 398,000 2023 Senior Notes 475,000 475,000 Exchangeable Senior Notes due 2022 400,000 400,000 Total face value 1,271,000 1,273,000 Debt discount (119,764 ) (127,885 ) Deferred financing fees (7,549 ) (8,359 ) Total long-term debt 1,143,687 1,136,756 Less: current maturities 4,000 4,000 Long-term debt, net of current maturities $ 1,139,687 $ 1,132,756 |
Share-Based Incentive Plans (Ta
Share-Based Incentive Plans (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock Option Activity | The following table summarizes stock option activity during the six months ended June 30, 2016: Options Weighted Average Exercise Price Weighted Average Contractual Term Remaining (in years) Aggregate Intrinsic Value (in thousands) Outstanding as of December 31, 2015 13,385,791 $ 17.73 Granted 1,741,192 $ 18.13 Exercised (231,807 ) $ 7.13 Forfeited (802,169 ) $ 18.34 Expired (42,348 ) $ 9.73 Outstanding as of June 30, 2016 14,050,659 $ 17.94 7.92 $ 41,048 Exercisable as of June 30, 2016 5,893,946 $ 14.19 6.70 $ 31,063 |
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 six months ended June 30, 2016 and 2015, and assumptions used to value stock options, are as follows: For the Six Months Ended June 30, 2016 2015 Dividend yield — — Risk-free interest rate 1.3% - 1.8% 1.3% - 2.3% Weighted average expected volatility 73.8% 77.2% Expected life (in years) 6.0 6.0 Weighted average grant-date fair value per share of options granted $ 11.78 $ 15.84 |
Summary of Restricted Stock Unit Activity | The following table summarizes restricted stock unit activity for the six months ended June 30, 2016: Number of Units Weighted Average Grant-Date Fair Value Per Unit Outstanding as of December 31, 2015 3,361,746 $ 18.71 Granted 683,844 $ 17.00 Vested (813,423 ) $ 16.80 Forfeited (260,100 ) $ 19.01 Outstanding as of June 30, 2016 2,972,067 $ 18.81 |
Summary of Performance Stock Unit (PSU) Activity | The following table summarizes performance stock unit (“PSU”) activity for the six months ended June 30, 2016: 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, 2015 13,049,000 Granted 260,000 $ 7.99 8.2 % $ 7.34 Vested (20,000 ) $ 18.97 0.0 % $ 18.97 Forfeited (823,000 ) $ 13.69 16.1 % $ 11.48 Outstanding as of June 30, 2016 12,466,000 |
Summary of Vesting Tranches | In 2014, the Company granted 25,000 PSUs. All other outstanding PSUs were granted in 2015 and 2016 and may 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 These outstanding PSUs granted in 2015 and 2016 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 Significant Valuation Assumptions | The Company accounts for the PSUs as equity-settled awards in accordance with ASC 718. Because the value of the outstanding PSUs granted in 2015 and 2016 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 and the most significant valuation assumptions used include: For the Six Months Ended June 30, 2016 2015 Valuation date stock price $ 17.72 - 21.07 $ 22.77 - 28.53 Expected volatility 76.8% - 77.6% 67.2% - 67.3% Risk free rate 1.0% - 1.2% 1.0% - 1.1% |
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 (allocated between groupings based on grant-date classification): Number of Units Weighted Average Fair Value Per Unit Average Illiquidity Discount Recorded Weighted Average Fair Value Per Unit Executive committee members 9,173,000 $ 15.18 18.3 % $ 12.40 Non-executive committee members 3,268,000 $ 13.75 7.3 % $ 12.74 12,441,000 $ 14.80 15.6 % $ 12.49 |
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 six months ended June 30, 2016 and 2015 (in thousands): For the Six Months Ended June 30, 2016 2015 Share-based compensation expense: Research and development $ 4,363 $ 2,670 Sales and marketing 12,610 8,536 General and administrative 38,636 20,133 Total share-based compensation expense $ 55,609 $ 31,339 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Benefit for Income Taxes | The following table presents the benefit for income taxes for the three and six months ended June 30, 2016 and 2015 (in thousands): For the Three Months Ended June 30, For the Six Months Ended June 30, 2016 2015 2016 2015 Income (loss) before benefit for income taxes $ 12,228 $ (128,866 ) $ (34,621 ) $ (146,506 ) Benefit for income taxes (2,756 ) (160,680 ) (4,199 ) (158,767 ) Net income (loss) $ 14,984 $ 31,814 $ (30,422 ) $ 12,261 |
Basis of Presentation and Bus39
Basis of Presentation and Business Overview - Additional Information (Detail) $ / shares in Units, Pharmacy in Thousands, € in Millions | May 18, 2016USD ($)Country$ / € | May 18, 2016EUR (€)Country$ / € | Jan. 13, 2016USD ($) | May 07, 2015USD ($)$ / shares | Jun. 30, 2016USD ($)Pharmacy | Jun. 30, 2016EUR (€)Pharmacy |
Basis Of Presentation [Line Items] | ||||||
Percentage of patients filled prescriptions through prescriptions made easy program | 99.80% | 99.80% | ||||
Aggregate commercial value of patient access programs | $ 816,800,000 | |||||
Estimated number of pharmacies | Pharmacy | 10 | 10 | ||||
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] | ||||||
Business acquisition date | May 7, 2015 | May 7, 2015 | ||||
Common stock, price per share | $ / shares | $ 46 | |||||
Consideration transferred | $ 1,075,398,000 | |||||
Payments to acquire rights | $ 1,100,000,000 | |||||
Crealta Holdings LLC [Member] | ||||||
Basis Of Presentation [Line Items] | ||||||
Business acquisition date | Jan. 13, 2016 | Jan. 13, 2016 | ||||
Consideration transferred | $ 539,732,000 | |||||
Cash acquired from acquisition | 24,900,000 | |||||
Payments to acquire rights | $ 536,206,000 | |||||
Boehringer Ingelheim International GmbH [Member] | ||||||
Basis Of Presentation [Line Items] | ||||||
Business acquisition agreement date | May 18, 2016 | May 18, 2016 | ||||
Number of estimated countries commercializes under trade names | Country | 30 | 30 | ||||
Payments to acquire rights | $ 5,600,000 | € 5 | € 20 | |||
Currency exchange rate | $ / € | 1.1132 | 1.1132 |
Basis of Presentation and Bus40
Basis of Presentation and Business Overview - Schedule of Adjustments Made to Conform Prior Period Classifications (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Basis Of Presentation [Line Items] | ||
Other non-current assets | $ 6,156 | $ 222 |
Exchangeable notes, net | (290,310) | (282,889) |
Long-term debt, net, net of current | $ (849,377) | (849,867) |
ASU 2015-03 [Member] | ||
Basis Of Presentation [Line Items] | ||
Other non-current assets | 222 | |
Exchangeable notes, net | (282,889) | |
Long-term debt, net, net of current | (849,867) | |
ASU 2015-03 [Member] | As Filed [Member] | ||
Basis Of Presentation [Line Items] | ||
Other non-current assets | 8,581 | |
Exchangeable notes, net | (283,675) | |
Long-term debt, net, net of current | (857,440) | |
ASU 2015-03 [Member] | Reclassification [Member] | ||
Basis Of Presentation [Line Items] | ||
Other non-current assets | (8,359) | |
Exchangeable notes, net | 786 | |
Long-term debt, net, net of current | $ 7,573 |
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 | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Basic net income (loss) per share calculation: | ||||
Net income (loss) | $ 14,984 | $ 31,814 | $ (30,422) | $ 12,261 |
WEIGHTED AVERAGE ORDINARY SHARES OUTSTANDING—Basic | 160,468,146 | 150,771,902 | 160,186,270 | 138,369,537 |
Basic net income (loss) per share | $ 0.09 | $ 0.21 | $ (0.19) | $ 0.09 |
Diluted net income (loss) per share calculation: | ||||
Net income (loss) | $ 14,984 | $ 31,814 | $ (30,422) | $ 12,261 |
WEIGHTED AVERAGE ORDINARY SHARES OUTSTANDING—Diluted | 163,920,581 | 159,797,319 | 160,186,270 | 145,031,882 |
Diluted net income (loss) per share | $ 0.09 | $ 0.20 | $ (0.19) | $ 0.08 |
Net Income Loss per Share - Add
Net Income Loss per Share - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Mar. 13, 2015 | |
Earnings Per Share [Line Items] | ||||||
Senior notes | $ 849,377 | $ 849,377 | $ 849,867 | |||
Incremental common shares attributable to dilutive effect of conversion of Exchangeable Senior Notes | 0 | 851,500 | 0 | 294,286 | ||
Exchangeable Senior Notes [Member] | ||||||
Earnings Per Share [Line Items] | ||||||
Interest rate | 2.50% | 2.50% | ||||
Horizon Investment [Member] | Exchangeable Senior Notes [Member] | ||||||
Earnings Per Share [Line Items] | ||||||
Senior notes | $ 400,000 | $ 400,000 | $ 400,000 | |||
Interest rate | 2.50% | 2.50% | ||||
Maturity year of debt instrument | 2,022 | |||||
Equity Awards [Member] | ||||||
Earnings Per Share [Line Items] | ||||||
Securities excluded from computation of diluted net income (loss) per share | 14,000,000 | 4,300,000 | 13,400,000 | 3,400,000 |
Business Acquisitions - Additio
Business Acquisitions - Additional Information (Detail) $ / shares in Units, $ in Thousands, € in Millions | Dec. 31, 2016EUR (€) | May 18, 2016USD ($)$ / € | May 18, 2016EUR (€)$ / € | Jan. 13, 2016USD ($) | May 07, 2015USD ($)$ / shares | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2016EUR (€) | Jun. 30, 2015USD ($) |
Business Acquisition [Line Items] | ||||||||||
Percentage of estimated cash flows expected to be realized | 90.00% | 90.00% | ||||||||
Net sales | $ 257,378 | $ 172,821 | $ 462,068 | $ 285,962 | ||||||
KRYSTEXXA Developed Technology [Member] | Developed Technology [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Finite-lived intangible assets estimated useful life | 12 years | 12 years | ||||||||
MIGERGOT Developed Technology [Member] | Developed Technology [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Finite-lived intangible assets estimated useful life | 10 years | 10 years | ||||||||
RAVICTI Developed Technology [Member] | Developed Technology [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Finite-lived intangible assets estimated useful life | 11 years | 11 years | ||||||||
BUPHENYL Developed Technology [Member] | Developed Technology [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Finite-lived intangible assets estimated useful life | 7 years | 7 years | ||||||||
Boehringer Ingelheim International GmbH [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash consideration | $ 5,600 | € 5 | € 20 | |||||||
Currency exchange rate | $ / € | 1.1132 | 1.1132 | ||||||||
Boehringer Ingelheim International GmbH [Member] | Scenario Forecast [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash consideration | € | € 20 | |||||||||
Crealta Holdings LLC [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash consideration | $ 536,206 | |||||||||
Total consideration | 539,732 | |||||||||
Cash acquired from acquisition | 24,900 | |||||||||
Acquisition related costs | 1,600 | $ 11,700 | ||||||||
Net increase in goodwill | 300 | |||||||||
Inventory | 167,354 | |||||||||
Inventory measurement period adjustments | 1,700 | |||||||||
Preliminary fair value of liability | 51,300 | 51,300 | ||||||||
Crealta Holdings LLC [Member] | Commercial Supply Agreements [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Contingent liability | 6,900 | 6,900 | ||||||||
Crealta Holdings LLC [Member] | Fair Value Adjustment to Inventory [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Inventory | 161,900 | 161,900 | ||||||||
Crealta Holdings LLC [Member] | KRYSTEXXA and MIGERGOT [Member] | Developed Technology [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Amortization of inventory step up | 9,100 | 16,500 | ||||||||
Crealta Holdings LLC [Member] | KRYSTEXXA Developed Technology [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Net sales | $ 36,000 | |||||||||
Crealta Holdings LLC [Member] | KRYSTEXXA Developed Technology [Member] | Developed Technology [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Present value at discount rate | 27.00% | 27.00% | ||||||||
Crealta Holdings LLC [Member] | MIGERGOT Developed Technology [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Net sales | $ 2,000 | |||||||||
Crealta Holdings LLC [Member] | MIGERGOT Developed Technology [Member] | Developed Technology [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Present value at discount rate | 23.00% | 23.00% | ||||||||
Crealta Holdings LLC [Member] | General and Administrative [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisition related costs | 1,100 | $ 11,000 | ||||||||
Crealta Holdings LLC [Member] | Research and Development [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisition related costs | 300 | 300 | ||||||||
Crealta Holdings LLC [Member] | Cost of Goods Sold [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisition related costs | 200 | 400 | ||||||||
Crealta Holdings LLC [Member] | Before [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash consideration | 536,181 | |||||||||
Total consideration | 539,707 | |||||||||
Inventory | 169,054 | |||||||||
Crealta Holdings LLC [Member] | Before [Member] | Fair Value Adjustment to Inventory [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Inventory | $ 163,600 | |||||||||
Hyperion Therapeutics, Inc. [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Cash consideration | $ 1,100,000 | |||||||||
Total consideration | 1,075,398 | |||||||||
Acquisition related costs | 1,000 | 45,900 | 300 | 47,900 | ||||||
Inventory | $ 13,498 | |||||||||
Preliminary fair value of liability | 86,800 | $ 86,800 | ||||||||
Business acquisition share price | $ / shares | $ 46 | |||||||||
Income tax rate reconciliation, tax settlement, domestic percent | 39.00% | 39.00% | ||||||||
Business acquisition, valuation allowance recognized | 105,100 | |||||||||
Hyperion Therapeutics, Inc. [Member] | Fair Value Adjustment to Inventory [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Inventory | 8,700 | $ 8,700 | ||||||||
Hyperion Therapeutics, Inc. [Member] | Developed Technology [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Present value at discount rate | 8.50% | 8.50% | ||||||||
Hyperion Therapeutics, Inc. [Member] | RAVICTI Developed Technology [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Net sales | $ 76,400 | 19,000 | ||||||||
Hyperion Therapeutics, Inc. [Member] | BUPHENYL Developed Technology [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Net sales | 7,800 | 3,900 | ||||||||
Hyperion Therapeutics, Inc. [Member] | General and Administrative [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisition related costs | 1,300 | $ 36,900 | 600 | $ 37,900 | ||||||
Hyperion Therapeutics, Inc. [Member] | Research and Development [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisition related costs | 200 | 200 | ||||||||
Hyperion Therapeutics, Inc. [Member] | Cost of Goods Sold [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisition related costs | 100 | 100 | ||||||||
Hyperion Therapeutics, Inc. [Member] | Other Expense, Net [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Acquisition related costs | $ 9,000 | $ 10,000 |
Business Acquisitions - Total C
Business Acquisitions - Total Consideration for Acquisition Including Cash Acquired (Detail) - Crealta Holdings LLC [Member] $ in Thousands | Jan. 13, 2016USD ($) |
Business Acquisition [Line Items] | |
Cash | $ 536,206 |
Net settlements on the exercise of stock options and unrestricted units | 3,526 |
Total consideration | 539,732 |
Before [Member] | |
Business Acquisition [Line Items] | |
Cash | 536,181 |
Net settlements on the exercise of stock options and unrestricted units | 3,526 |
Total consideration | 539,707 |
Adjustments [Member] | |
Business Acquisition [Line Items] | |
Cash | 25 |
Total consideration | $ 25 |
Business Acquisitions - Fair Va
Business Acquisitions - Fair Values Assigned to Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Jan. 13, 2016 | May 07, 2015 | Jun. 30, 2016 | Jan. 31, 2016 | Dec. 31, 2015 | May 31, 2015 |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 255,927 | $ 253,811 | ||||
Crealta Holdings LLC [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Accounts payable and accrued expenses | $ (4,543) | |||||
Accrued trade discounts and rebates | (1,424) | |||||
Deferred tax liabilities | (20,835) | |||||
Other non-current liabilities | (6,900) | |||||
Contingent royalties | (51,300) | |||||
Cash and cash equivalents | 24,893 | |||||
Accounts receivable, net | 10,014 | |||||
Inventories | 167,354 | |||||
Prepaid expenses and other current assets | 1,382 | |||||
Other non-current assets | 275 | |||||
Goodwill | 2,116 | |||||
Fair value of consideration paid | 539,732 | |||||
Crealta Holdings LLC [Member] | Before [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Accounts payable and accrued expenses | (4,543) | |||||
Accrued trade discounts and rebates | (1,424) | |||||
Deferred tax liabilities | (20,835) | |||||
Other non-current liabilities | (6,900) | |||||
Contingent royalties | (51,300) | |||||
Cash and cash equivalents | 24,893 | |||||
Accounts receivable, net | 10,014 | |||||
Inventories | 169,054 | |||||
Prepaid expenses and other current assets | 1,382 | |||||
Other non-current assets | 275 | |||||
Goodwill | 1,791 | $ 1,800 | ||||
Fair value of consideration paid | 539,707 | |||||
Crealta Holdings LLC [Member] | Adjustments [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Inventories | (1,700) | |||||
Goodwill | 325 | |||||
Fair value of consideration paid | 25 | |||||
Crealta Holdings LLC [Member] | Developed Technology [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 418,700 | |||||
Crealta Holdings LLC [Member] | Developed Technology [Member] | Before [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | 417,300 | |||||
Crealta Holdings LLC [Member] | Developed Technology [Member] | Adjustments [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | $ 1,400 | |||||
Hyperion Therapeutics, Inc. [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Accrued trade discounts and rebates | $ (9,792) | |||||
Contingent royalties | (86,800) | |||||
Cash and cash equivalents | 53,037 | |||||
Accounts receivable, net | 11,858 | |||||
Inventories | 13,498 | |||||
Prepaid expenses and other current assets | 2,533 | |||||
Other non-current assets | 123 | |||||
Goodwill | 253,811 | |||||
Fair value of consideration paid | 1,075,398 | |||||
Deferred tax liabilities, net | (262,732) | |||||
Accounts payable | (2,439) | |||||
Accrued expenses and other current liabilities | (7,566) | |||||
Short-term investments | 39,049 | |||||
Long-term investments | 25,574 | |||||
Property and equipment | 1,044 | |||||
Hyperion Therapeutics, Inc. [Member] | Before [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Goodwill | $ 253,800 | |||||
Hyperion Therapeutics, Inc. [Member] | Developed Technology [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Intangible assets | $ 1,044,200 |
Business Acquisitions - Total46
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 - Total47
Business Acquisitions - Total Consideration for Acquisition (Parenthetical) (Detail) - Hyperion Therapeutics, Inc. [Member] | May 07, 2015$ / sharesshares |
Business Acquisition [Line Items] | |
Fully diluted equity shares | shares | 21,425,909 |
Price per share | $ / shares | $ 46 |
Business Acquisitions - Consoli
Business Acquisitions - Consolidated Pro Forma Financial Information (Detail) $ in Thousands | 6 Months Ended |
Jun. 30, 2015USD ($) | |
Business Acquisition [Line Items] | |
Net sales | $ 350,655 |
Net income (loss) | (36,680) |
Before [Member] | |
Business Acquisition [Line Items] | |
Net sales | 285,962 |
Net income (loss) | 12,261 |
Adjustments [Member] | |
Business Acquisition [Line Items] | |
Net sales | 64,693 |
Net income (loss) | $ (48,941) |
Inventories - Components of Inv
Inventories - Components of Inventories (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 2,145 | $ 6,232 |
Work-in-process | 145,827 | 631 |
Finished goods | 24,130 | 11,513 |
Inventories, net | $ 172,102 | $ 18,376 |
Inventories - Additional Inform
Inventories - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | |
Inventory [Line Items] | |||
Work-in-process | $ 145,827 | $ 145,827 | $ 631 |
Finished goods | 24,130 | 24,130 | $ 11,513 |
Crealta Holdings LLC [Member] | KRYSTEXXA and MIGERGOT [Member] | Developed Technology [Member] | |||
Inventory [Line Items] | |||
Work-in-process | 135,500 | 135,500 | |
Finished goods | 9,900 | 9,900 | |
Amortization of inventory step up | $ 9,100 | $ 16,500 |
Prepaid Expenses and Other Cu51
Prepaid Expenses and Other Current Assets - Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | ||
Prepaid income taxes | $ 14,693 | $ 4 |
Medicine samples inventory | 6,268 | 4,697 |
Prepaid co-pay expenses | 2,023 | 1,881 |
Rabbi trust assets | 2,303 | 773 |
Other prepaid expenses | 8,579 | 8,503 |
Prepaid expenses and other current assets | $ 33,866 | $ 15,858 |
Property and Equipment - Proper
Property and Equipment - Property and Equipment (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 23,971 | $ 9,062 |
Less accumulated depreciation | (5,660) | (3,791) |
Property and equipment, net | 21,971 | 14,020 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,843 | 2,946 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,916 | 2,514 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 9,593 | 1,360 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 6,930 | 1,966 |
Other [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 1,689 | 276 |
Construction in Process [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | 1,908 | 3,492 |
Software implementation in process [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | $ 1,752 | $ 5,257 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Property Plant And Equipment [Abstract] | ||||
Depreciation expense | $ 1.1 | $ 0.6 | $ 2.1 | $ 1.2 |
Goodwill and Intangible Asset54
Goodwill and Intangible Assets - Schedule of Gross Carrying Amount of Goodwill (Detail) $ in Thousands | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Beginning balance | $ 253,811 |
Acquired during the period | 2,116 |
Ending balance | $ 255,927 |
Goodwill and Intangible Asset55
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||||
Jan. 31, 2016 | May 31, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Jan. 13, 2016 | Dec. 31, 2015 | May 07, 2015 | |
Finite-Lived Intangible Assets [Line Items] | |||||||||
Goodwill | $ 255,927,000 | $ 255,927,000 | $ 253,811,000 | ||||||
Amortization expense of developed technology | 50,800,000 | $ 31,800,000 | 100,400,000 | $ 49,500,000 | |||||
Developed Technology [Member] | RAVICTI Developed Technology [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Capitalized intangible asset | $ 1,021,600,000 | ||||||||
Developed Technology [Member] | BUPHENYL Developed Technology [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Capitalized intangible asset | 22,600,000 | ||||||||
Developed Technology [Member] | KRYSTEXXA Developed Technology [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Capitalized intangible asset | $ 392,700,000 | ||||||||
Developed Technology [Member] | MIGERGOT Developed Technology [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Capitalized intangible asset | 24,600,000 | 26,000,000 | |||||||
Capitalized intangible asset, measurement period adjustment | 1,400,000 | ||||||||
Hyperion Therapeutics, Inc. [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Goodwill | $ 253,811,000 | ||||||||
Hyperion Therapeutics, Inc. [Member] | As Filed [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Goodwill | $ 253,800,000 | ||||||||
Crealta Holdings LLC [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Goodwill | $ 2,116,000 | ||||||||
Net increase in goodwill | 300,000 | ||||||||
Accumulated goodwill impairment losses | $ 0 | $ 0 | |||||||
Crealta Holdings LLC [Member] | As Filed [Member] | |||||||||
Finite-Lived Intangible Assets [Line Items] | |||||||||
Goodwill | $ 1,800,000 | $ 1,791,000 |
Goodwill and Intangible Asset56
Goodwill and Intangible Assets - Amortizable Intangible Assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost Basis | $ 2,219,295 | $ 1,800,595 |
Accumulated Amortization | (284,927) | (184,485) |
Net Book Value | 1,934,368 | 1,616,110 |
Developed Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost Basis | 2,211,195 | 1,792,495 |
Accumulated Amortization | (283,482) | (183,446) |
Net Book Value | 1,927,713 | 1,609,049 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost Basis | 8,100 | 8,100 |
Accumulated Amortization | (1,445) | (1,039) |
Net Book Value | $ 6,655 | $ 7,061 |
Goodwill and Intangible Asset57
Goodwill and Intangible Assets - Estimated Future Amortization Expense (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2016 (July to December) | $ 101,376 | |
2,017 | 202,963 | |
2,018 | 202,963 | |
2,019 | 189,971 | |
2,020 | 189,752 | |
Thereafter | 1,047,343 | |
Net Book Value | $ 1,934,368 | $ 1,616,110 |
Accrued Trade Discounts and R58
Accrued Trade Discounts and Rebates - Schedule of Accrued Trade Discounts and Rebates (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Accrued Wholesaler Fees And Commercial Rebates [Member] | ||
Valuation And Qualifying Accounts Disclosure [Line Items] | ||
Total customer-related accruals and allowances | $ 25,317 | $ 21,112 |
Accrued Co-Pay and Other Patient Assistance [Member] | ||
Valuation And Qualifying Accounts Disclosure [Line Items] | ||
Total customer-related accruals and allowances | 134,467 | 114,201 |
Accrued Government Rebates and Chargebacks [Member] | ||
Valuation And Qualifying Accounts Disclosure [Line Items] | ||
Total customer-related accruals and allowances | 60,890 | 48,456 |
Accrued Trade Discounts and Rebates [Member] | ||
Valuation And Qualifying Accounts Disclosure [Line Items] | ||
Total customer-related accruals and allowances | 220,674 | 183,769 |
Invoiced Wholesaler Fees and Commercial Rebates, Co pay and Other Patient Assistance, and Government Rebates and Chargebacks in Accounts Payable [Member] | ||
Valuation And Qualifying Accounts Disclosure [Line Items] | ||
Total customer-related accruals and allowances | 36,242 | |
Customer-related Accruals and Allowances [Member] | ||
Valuation And Qualifying Accounts Disclosure [Line Items] | ||
Total customer-related accruals and allowances | $ 256,916 | $ 183,769 |
Accrued Trade Discounts and R59
Accrued Trade Discounts and Rebates - Schedule of Customer-Related Accruals and Allowances (Detail) $ in Thousands | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Wholesaler Fees and Commercial Rebates [Member] | |
Valuation And Qualifying Accounts Disclosure [Line Items] | |
Beginning Balance | $ 21,112 |
Current provisions relating to sales in the six months ended June 30, 2016 | 51,854 |
Adjustments relating to prior year sales | 2,931 |
Payments relating to sales in the six months ended June 30, 2016 | (30,410) |
Payments relating to sales in prior years | (20,644) |
Crealta acquisition on January 13, 2016 | 492 |
Ending Balance | 25,335 |
Co-Pay and Other Patient Assistance [Member] | |
Valuation And Qualifying Accounts Disclosure [Line Items] | |
Beginning Balance | 114,201 |
Current provisions relating to sales in the six months ended June 30, 2016 | 816,835 |
Payments relating to sales in the six months ended June 30, 2016 | (646,622) |
Payments relating to sales in prior years | (114,201) |
Ending Balance | 170,213 |
Government Rebates and Chargebacks [Member] | |
Valuation And Qualifying Accounts Disclosure [Line Items] | |
Beginning Balance | 48,456 |
Current provisions relating to sales in the six months ended June 30, 2016 | 127,836 |
Adjustments relating to prior year sales | (7,191) |
Payments relating to sales in the six months ended June 30, 2016 | (74,210) |
Payments relating to sales in prior years | (34,455) |
Crealta acquisition on January 13, 2016 | 932 |
Ending Balance | 61,368 |
Customer-related Accruals and Allowances [Member] | |
Valuation And Qualifying Accounts Disclosure [Line Items] | |
Beginning Balance | 183,769 |
Current provisions relating to sales in the six months ended June 30, 2016 | 996,525 |
Adjustments relating to prior year sales | (4,260) |
Payments relating to sales in the six months ended June 30, 2016 | (751,242) |
Payments relating to sales in prior years | (169,300) |
Crealta acquisition on January 13, 2016 | 1,424 |
Ending Balance | $ 256,916 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Payables And Accruals [Abstract] | ||
Payroll-related expenses | $ 33,639 | $ 47,205 |
Consulting and professional services | 15,097 | 17,160 |
Accrued interest | 10,813 | 10,637 |
Accrued other | 16,160 | 25,044 |
Accrued expenses | $ 75,709 | $ 100,046 |
Accrued Expenses - Additional I
Accrued Expenses - Additional Information (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Schedule Of Accrued Expenses [Line Items] | ||
Accrued payroll-related expenses | $ 33,639 | $ 47,205 |
Hyperion Therapeutics, Inc. [Member] | Severance and related employee costs [Member] | ||
Schedule Of Accrued Expenses [Line Items] | ||
Accrued payroll-related expenses | 1,700 | |
Crealta Holdings LLC [Member] | Severance and related employee costs [Member] | ||
Schedule Of Accrued Expenses [Line Items] | ||
Accrued payroll-related expenses | $ 2,700 |
Accrued Royalties - Schedule of
Accrued Royalties - Schedule of Changes in Liability for Royalties (Detail) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Business Combinations [Abstract] | |||
Beginning balance | $ 175,219 | ||
Assumed KRYSTEXXA and MIGERGOT accrued royalties | 1,401 | ||
Assumed KRYSTEXXA and MIGERGOT contingent royalty liabilities | 51,300 | ||
Royalty payments | (18,780) | ||
Accretion expense | 19,028 | $ 7,021 | |
Ending balance | 228,168 | ||
Less: Current portion | 58,008 | $ 51,700 | |
Accrued royalties, net of current | $ 170,160 | $ 123,519 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2016 | Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | ||
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 |
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 | Jun. 30, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | $ 244,805 | $ 281,826 |
Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 242,303 | 280,826 |
Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 2,502 | 1,000 |
Bank Time Deposits [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 2,502 | 1,000 |
Bank Time Deposits [Member] | Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 2,502 | 1,000 |
Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 240,000 | 280,053 |
Money Market Funds [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 240,000 | 280,053 |
Other Current Assets [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 2,303 | 773 |
Other Current Assets [Member] | Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | $ 2,303 | $ 773 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Lease Agreements in Place for Real Properties (Detail) | 6 Months Ended | |
Jun. 30, 2016ft² | ||
Dublin Office [Member] | ||
Loss Contingencies [Line Items] | ||
Approximate Square Footage | 18,900 | |
Lease Expiry Date | Nov. 4, 2029 | |
Lake Forest Office [Member] | ||
Loss Contingencies [Line Items] | ||
Approximate Square Footage | 160,000 | [1] |
Lease Expiry Date | Mar. 31, 2024 | [1] |
Deerfield Office [Member] | ||
Loss Contingencies [Line Items] | ||
Approximate Square Footage | 53,500 | [2] |
Lease Expiry Date | Jun. 30, 2018 | [2] |
Brisbane Office [Member] | ||
Loss Contingencies [Line Items] | ||
Approximate Square Footage | 20,100 | [3] |
Lease Expiry Date | Nov. 30, 2019 | [3] |
Mannheim Office [Member] | ||
Loss Contingencies [Line Items] | ||
Approximate Square Footage | 14,300 | |
Lease Expiry Date | Dec. 31, 2018 | |
Chicago Office [Member] | ||
Loss Contingencies [Line Items] | ||
Approximate Square Footage | 6,500 | |
Lease Expiry Date | Dec. 31, 2018 | |
Reinach Office [Member] | ||
Loss Contingencies [Line Items] | ||
Approximate Square Footage | 3,500 | |
Lease Expiry Date | May 31, 2020 | |
[1] | In connection with the Lake Forest, Illinois lease, the Company has provided a $2.0 million letter of credit to the landlord, through a commercial bank. The Company has two separate lease agreements in place for this property, one of which, consisting of approximately 15,000 square feet, was assumed by the Company as a result of its acquisition of Crealta in January 2016 and will expire on October 31, 2017. | |
[2] | The Company vacated the premises in Deerfield, Illinois in January 2016. | |
[3] | The Company vacated the premises in Brisbane, California in December 2015 and entered into a sublease agreement for the property with a third party. |
Commitments and Contingencies66
Commitments and Contingencies - Schedule of Lease Agreements in Place for Real Properties (Parenthetical) (Detail) - Lake Forest Office [Member] $ in Millions | 6 Months Ended | |
Jun. 30, 2016USD ($)ft²Agreement | ||
Loss Contingencies [Line Items] | ||
Letter of credit | $ | $ 2 | |
Approximate Square Footage | 160,000 | [1] |
Lease Expiry Date | Mar. 31, 2024 | [1] |
Number Of Lease Agreements | Agreement | 2 | |
First Lease [Member] | ||
Loss Contingencies [Line Items] | ||
Approximate Square Footage | 15,000 | |
Lease Expiry Date | Oct. 31, 2017 | |
[1] | In connection with the Lake Forest, Illinois lease, the Company has provided a $2.0 million letter of credit to the landlord, through a commercial bank. The Company has two separate lease agreements in place for this property, one of which, consisting of approximately 15,000 square feet, was assumed by the Company as a result of its acquisition of Crealta in January 2016 and will expire on October 31, 2017. |
Commitments and Contingencies67
Commitments and Contingencies - Additional Information (Detail) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Nov. 30, 2015USD ($) | Jun. 30, 2016USD ($)$ / € | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)$ / € | Jun. 30, 2015USD ($) | |
Loss Contingencies [Line Items] | |||||
Minimum annual royalty obligations | $ 7.5 | $ 7.5 | |||
Alleged Unpaid Rebates and Administrative Fees [Member] | |||||
Loss Contingencies [Line Items] | |||||
Loss contingency, damages sought, value | $ 166.2 | ||||
Cost of Goods Sold [Member] | |||||
Loss Contingencies [Line Items] | |||||
Royalty and royalty accretion expense recognized in cost of goods sold | 10.9 | $ 19.4 | $ 21.4 | $ 23 | |
Crealta Holdings LLC [Member] | Commercial Supply Agreements [Member] | |||||
Loss Contingencies [Line Items] | |||||
Manufacturing and supply agreement initiation date | 2007-03 | ||||
Binding purchase commitment | $ 2.2 | ||||
Purchase obligation percentage | 80.00% | ||||
Contingent liability | $ 6.9 | $ 6.9 | |||
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, 2019 | ||||
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 | ||||
Manufacturing and supply agreement amendment date | Jun. 1, 2015 | ||||
Binding purchase commitment | $ 14.6 | ||||
Currency exchange rate | $ / € | 1.1108 | 1.1108 | |||
Patheon [Member] | |||||
Loss Contingencies [Line Items] | |||||
Manufacturing and supply agreement initiation date | 2013-11 | ||||
Binding purchase commitment | $ 2.5 | ||||
Aralez Pharmaceuticals 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 | $ 3.7 | ||||
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 | ||||
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 | $ 2.1 | ||||
DUEXIS [Member] | |||||
Loss Contingencies [Line Items] | |||||
Purchase commitment based on tablet and its pricing | $ 5.6 | ||||
PENNSAID 2% [Member] | |||||
Loss Contingencies [Line Items] | |||||
Manufacturing and supply agreement initiation date | 2014-10 | ||||
Binding purchase commitment | $ 4.4 | ||||
Supply agreement expiry date | Dec. 31, 2029 | ||||
RAVICTI and BUPHENYL [Member] | |||||
Loss Contingencies [Line Items] | |||||
Purchase commitment outstanding purchase orders | $ 4.6 | $ 4.6 |
Legal Proceedings - Additional
Legal Proceedings - Additional Information (Detail) - USD ($) $ in Millions | 1 Months Ended | 6 Months Ended |
Nov. 30, 2015 | Jun. 30, 2016 | |
Alleged Unpaid Rebates and Administrative Fees [Member] | ||
Legal Proceedings [Line Items] | ||
Loss contingency, damages sought, value | $ 166.2 | |
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 | |
Final extension term granted by USPTO | 1267 days | |
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 | |
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 | |
Taro Settlement Agreement [Member] | ||
Legal Proceedings [Line Items] | ||
Settlement and license agreement date | Sep. 9, 2015 | |
Effective date of settlement and license agreement | Jan. 10, 2029 | |
Teligent Settlement Agreement [Member] | ||
Legal Proceedings [Line Items] | ||
Settlement and license agreement date | May 9, 2016 | |
Effective date of settlement and license agreement | Jan. 10, 2029 | |
Amneal settlement agreement [Member] | ||
Legal Proceedings [Line Items] | ||
Settlement and license agreement date | Apr. 18, 2016 | |
Effective date of settlement and license agreement | Jan. 10, 2029 |
Debt Agreements - Outstanding D
Debt Agreements - Outstanding Debt Balances (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Total face value | $ 1,271,000 | $ 1,273,000 |
Debt discount | (119,764) | (127,885) |
Deferred financing fees | (7,549) | (8,359) |
Total long-term debt | 1,143,687 | 1,136,756 |
Less: current maturities | 4,000 | 4,000 |
Long-term debt, net of current maturities | 1,139,687 | 1,132,756 |
2015 Term Loan Facility [Member] | ||
Debt Instrument [Line Items] | ||
Total face value | 396,000 | 398,000 |
2023 Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total face value | 475,000 | 475,000 |
Exchangeable Senior Notes due 2022 [Member] | ||
Debt Instrument [Line Items] | ||
Total face value | $ 400,000 | $ 400,000 |
Debt Agreements - Outstanding70
Debt Agreements - Outstanding Debt Balances (Parenthetical) (Detail) | 6 Months Ended |
Jun. 30, 2016 | |
2023 Senior Notes [Member] | |
Debt Instrument [Line Items] | |
Maturity date of debt instrument | May 1, 2023 |
Exchangeable Senior Notes due 2022 [Member] | |
Debt Instrument [Line Items] | |
Maturity date of debt instrument | Mar. 15, 2022 |
Debt Agreements - Additional In
Debt Agreements - Additional Information (Detail) | May 07, 2015USD ($) | Apr. 29, 2015USD ($) | Jun. 17, 2014USD ($) | Nov. 22, 2013USD ($) | Jun. 30, 2016USD ($)d$ / shares | Jun. 30, 2015USD ($) | Dec. 31, 2015USD ($)shares | Mar. 13, 2015USD ($) | Sep. 19, 2014USD ($) |
Debt Instrument [Line Items] | |||||||||
Senior notes | $ 849,377,000 | $ 849,867,000 | |||||||
Initial debt discount | 119,764,000 | 127,885,000 | |||||||
Convertible Senior Notes | $ 150,000,000 | 61,000,000 | |||||||
Aggregate principal amount outstanding | 1,271,000,000 | 1,273,000,000 | |||||||
Convertible Senior Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Interest rate | 5.00% | ||||||||
Non-cash charge related to extinguishment of debt | $ 10,100,000 | ||||||||
Net proceeds received | $ 143,600,000 | ||||||||
Notes fees | $ 6,400,000 | ||||||||
Initial conversion, number of shares | shares | 11,368,921 | ||||||||
Cash payment to holders | $ 10,000,000 | ||||||||
Accrued and unpaid interest | 900,000 | ||||||||
Aggregate principal amount outstanding | $ 0 | ||||||||
2023 Senior Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, fair value | $ 441,800,000 | ||||||||
Interest rate | 6.625% | ||||||||
Maturity date of debt instrument | May 1, 2023 | ||||||||
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] | Prior to May 1, 2018 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Redemption price as percentage of aggregate principal amount | 106.625% | ||||||||
2023 Senior Notes [Member] | Prior to May 1, 2018, Some or All of Aggregate Principal Amount [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Redemption price as percentage of aggregate principal amount | 100.00% | ||||||||
2023 Senior Notes [Member] | After May 1, 2018, in Whole But Not in Part [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Redemption price as percentage of aggregate principal amount | 100.00% | ||||||||
2023 Senior Notes [Member] | Hyperion Therapeutics, Inc. [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Senior notes | $ 475,000,000 | ||||||||
Interest rate | 6.625% | ||||||||
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% | ||||||||
2023 Senior Notes [Member] | Maximum [Member] | Prior to May 1, 2018 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Redemption amount as percentage of aggregate principal amount | 35.00% | ||||||||
Exchangeable Senior Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, fair value | $ 362,500,000 | ||||||||
Interest rate | 2.50% | ||||||||
Maturity date of debt instrument | Mar. 15, 2022 | ||||||||
Redemption price as percentage of aggregate principal amount | 100.00% | ||||||||
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 | 387,200,000 | $ 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 Investment [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Senior notes | $ 400,000,000 | $ 400,000,000 | |||||||
Interest rate | 2.50% | ||||||||
Net proceeds from senior notes | $ 387,200,000 | ||||||||
2015 Term Loan Facility [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility maximum borrowing capacity | $ 400,000,000 | ||||||||
LIBOR floor rate | 1.00% | ||||||||
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%. | ||||||||
Cut off percentage for defining limited liability subsidiaries, portion of capital stock held maximum | 65.00% | ||||||||
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% | ||||||||
Principal amount of loan, amortization percentage | 1.00% | ||||||||
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. | ||||||||
2015 Term Loan Facility [Member] | Hyperion Therapeutics, Inc. [Member] | 2015 Offering [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, fair value | $ 391,100,000 | ||||||||
2015 Term Loan Facility [Member] | Maximum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
First lien leverage ratio | 225.00% | ||||||||
2015 Term Loan Facility [Member] | Minimum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
First lien leverage ratio | 175.00% | ||||||||
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. | ||||||||
Proceeds from credit facility | $ 300,000,000 | ||||||||
Credit facility maturity term | 5 years | ||||||||
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% | ||||||||
2014 Term Loan Facility [Member] | London Interbank Offered Rate LIBOR Floor [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument variable rate | 1.00% |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) - USD ($) $ in Thousands | Jun. 30, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | May 31, 2016 | Dec. 31, 2015 |
Subsidiary, Sale of Stock [Line Items] | |||||
Shares issued in connection with the exercise of stock options | 231,807 | ||||
Proceeds from exercise of stock options | $ 1,658 | $ 3,888 | |||
Ordinary shares issued | 161,126,363 | 161,126,363 | 160,069,067 | ||
Proceeds in connection with issuance of ordinary shares | 475,627 | ||||
Payments for employee withholding taxes related to share-based payment | $ 4,734 | $ 1,956 | |||
Shares repurchased during period | 0 | ||||
Maximum [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Shares authorized under repurchase program | 5,000,000 | ||||
Employee Stock Purchase Plans [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Ordinary shares issued | 261,780 | 261,780 | |||
Proceeds in connection with issuance of ordinary shares | $ 3,200 | ||||
Payments for employee withholding taxes related to share-based payment | $ 4,700 | ||||
Restricted Stock Units [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Ordinary shares issued | 552,836 | 552,836 | |||
Performance Stock Units [Member] | |||||
Subsidiary, Sale of Stock [Line Items] | |||||
Ordinary shares issued | 13,584 | 13,584 |
Share-Based Incentive Plans - A
Share-Based Incentive Plans - Additional Information (Detail) - USD ($) | May 03, 2016 | Feb. 25, 2016 | Mar. 23, 2015 | Dec. 31, 2014 | Jul. 28, 2011 | Jan. 31, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Nov. 05, 2014 | May 17, 2014 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Options, Granted | 1,741,192 | ||||||||||
Stock options contractual term | 10 years | ||||||||||
Share-based compensation expense | $ 55,609,000 | $ 31,339,000 | |||||||||
Expected volatility assumption based on historical volatility, in percentage | 73.80% | 77.20% | |||||||||
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 | $ 252,200,000 | ||||||||||
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 | $ 16,000,000 | ||||||||||
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 approximately $16.0 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 | $ 4,600,000 | $ 6,000,000 | |||||||||
Expense related to Cash Bonus Program | $ 200,000 | ||||||||||
Valuation date stock price | $ 16.47 | ||||||||||
Expected volatility assumption based on historical volatility, in percentage | 82.35% | ||||||||||
Expected volatility assumption based on historical volatility, in Years | 1 year 4 months 6 days | ||||||||||
Risk free rate | 0.49% | ||||||||||
Risk free rate remaining term | 1 year 4 months 6 days | ||||||||||
Performance Stock Units [Member] | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Number of Units, Granted | 260,000 | 260,000 | |||||||||
Options granted | 25,000 | ||||||||||
Trading days | 20 days | ||||||||||
Implied 20-day VWAP | $ 21.50 | ||||||||||
Share-based compensation expense | $ 24,300,000 | ||||||||||
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] | Non-Executive Committee Members [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 outstanding PSU award vesting amount range | 100.00% | ||||||||||
Maximum [Member] | Performance Stock Units [Member] | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Valuation date stock price | $ 21.07 | $ 28.53 | |||||||||
Minimum [Member] | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Cash bonus payment date | Nov. 4, 2017 | ||||||||||
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% | ||||||||||
Minimum [Member] | TSR [Member] | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Percentage of outstanding PSU award vesting amount range | 25.00% | ||||||||||
Minimum [Member] | Performance Stock Units [Member] | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Valuation date stock price | $ 17.72 | $ 22.77 | |||||||||
2014 ESPP [Member] | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Reduction in number of shares authorized for issuance | 5,000,000 | 5,000,000 | |||||||||
Common stock shares authorized | 4,076,279 | ||||||||||
Common stock shares reserved for future issuance | 4,076,279 | ||||||||||
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 | 7,059,814 | 15,500,000 | |||||||||
Common stock shares reserved for future issuance | 7,059,814 | ||||||||||
Common stock shares, number of additional shares authorized | 6,000,000 | 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 | 12,441,000 | ||||||||||
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 | 9,173,000 | ||||||||||
2014 EIP [Member] | Performance Stock Units [Member] | Non-Executive Committee Members [Member] | |||||||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||||||||||
Number of Units, Granted | 3,268,000 | ||||||||||
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] | |||||||||||
Reduction in number of shares authorized for issuance | 1,000,000 | 1,000,000 | |||||||||
Common stock shares authorized | 963,567 | 2,500,000 | |||||||||
Common stock shares reserved for future issuance | 963,567 |
Share-Based Incentive Plans - S
Share-Based Incentive Plans - Summary of Stock Option Activity (Detail) $ / shares in Units, $ in Thousands | 6 Months Ended |
Jun. 30, 2016USD ($)$ / sharesshares | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Options, Outstanding Beginning Balance | shares | 13,385,791 |
Options, Granted | shares | 1,741,192 |
Options, Exercised | shares | (231,807) |
Options, Forfeited | shares | (802,169) |
Options, Expired | shares | (42,348) |
Options, Outstanding Ending Balance | shares | 14,050,659 |
Options, Exercisable as of June 30, 2016 | shares | 5,893,946 |
Weighted Average Exercise Price, Outstanding Beginning Balance | $ / shares | $ 17.73 |
Weighted Average Exercise Price, Granted | $ / shares | 18.13 |
Weighted Average Exercise Price, Exercised | $ / shares | 7.13 |
Weighted Average Exercise Price, Forfeited | $ / shares | 18.34 |
Weighted Average Exercise Price, Expired | $ / shares | 9.73 |
Weighted Average Exercise Price, Outstanding Ending Balance | $ / shares | 17.94 |
Weighted Average Exercise Price, Exercisable as of June 30, 2016 | $ / shares | $ 14.19 |
Weighted Average Contractual Term Remaining (in years) Outstanding as of June 30, 2016 | 7 years 11 months 1 day |
Weighted Average Contractual Term Remaining (in years) Exercisable as of June 30, 2016 | 6 years 8 months 12 days |
Aggregate Intrinsic Value, Outstanding as of December 31, 2015 | $ | $ 41,048 |
Aggregate Intrinsic Value, Exercisable as of June 30, 2016 | $ | $ 31,063 |
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 | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Risk-free interest rate, minimum | 1.30% | 1.30% |
Risk-free interest rate, maximum | 1.80% | 2.30% |
Weighted average expected volatility | 73.80% | 77.20% |
Expected life (in years) | 6 years | 6 years |
Weighted average grant-date fair value per share of options granted | $ 11.78 | $ 15.84 |
Share-Based Incentive Plans -76
Share-Based Incentive Plans - Summary of Restricted Stock Unit Activity (Detail) - Restricted Stock Units [Member] | 6 Months Ended |
Jun. 30, 2016$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Units, Outstanding Beginning Balance | shares | 3,361,746 |
Number of Units, Granted | shares | 683,844 |
Number of Units, Vested | shares | (813,423) |
Number of Units, Forfeited | shares | (260,100) |
Number of Units, Outstanding Ending Balance | shares | 2,972,067 |
Weighted Average Grant-Date Fair Value Per Unit, Outstanding Beginning Balance | $ / shares | $ 18.71 |
Weighted Average Grant-Date Fair Value Per Unit, Granted | $ / shares | 17 |
Weighted Average Grant-Date Fair Value Per Unit, Vested | $ / shares | 16.80 |
Weighted Average Grant-Date Fair Value Per Unit, Forfeited | $ / shares | 19.01 |
Weighted Average Grant-Date Fair Value Per Unit, Outstanding Ending Balance | $ / shares | $ 18.81 |
Share-Based Incentive Plans -77
Share-Based Incentive Plans - Summary of Performance Stock Unit (PSU) Activity (Detail) - Performance Stock Units [Member] - $ / shares | 1 Months Ended | 6 Months Ended |
Jan. 31, 2016 | Jun. 30, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Units, Outstanding Beginning Balance | 13,049,000 | 13,049,000 |
Number of Units, Granted | 260,000 | 260,000 |
Number of Units, Vested | (20,000) | |
Number of Units, Forfeited | (823,000) | |
Number of Units, Outstanding Ending Balance | 12,466,000 | |
Weighted Average Grant-Date Fair Value Per Unit, Granted | $ 7.99 | |
Weighted Average Grant-Date Fair Value Per Unit, Vested | 18.97 | |
Weighted Average Grant-Date Fair Value Per Unit, Forfeited | $ 13.69 | |
Average Illiquidity discount, Granted | 8.20% | |
Average Illiquidity discount, Vested | 0.00% | |
Average Illiquidity discount, Forfeited | 16.10% | |
Recorded Weighted Average Fair Value Per Unit, Granted | $ 7.34 | |
Recorded Weighted Average Fair Value Per Unit, Forfeited | $ 11.48 |
Share-Based Incentive Plans -78
Share-Based Incentive Plans - Summary of Vesting Tranches (Detail) | 6 Months Ended |
Jun. 30, 2016 | |
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 -79
Share-Based Incentive Plans - Summary of Significant Valuation Assumption (Detail) - $ / shares | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Risk free rate, minimum | 1.30% | 1.30% |
Risk free rate, maximum | 1.80% | 2.30% |
Performance Stock Units [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Expected volatility, minimum | 76.80% | 67.20% |
Expected volatility, maximum | 77.60% | 67.30% |
Risk free rate, minimum | 1.00% | 1.00% |
Risk free rate, maximum | 1.20% | 1.10% |
Performance Stock Units [Member] | Minimum [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Valuation date stock price | $ 17.72 | $ 22.77 |
Performance Stock Units [Member] | Maximum [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Valuation date stock price | $ 21.07 | $ 28.53 |
Share-Based Incentive Plans -80
Share-Based Incentive Plans - Summary of Average Estimated Fair Value of PSU after Applicable Discount of Illiquidity (Detail) - Performance Stock Units [Member] - $ / shares | 1 Months Ended | 6 Months Ended |
Jan. 31, 2016 | Jun. 30, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Units, Granted | 260,000 | 260,000 |
Weighted Average Fair Value Per Unit | $ 7.99 | |
Average Illiquidity Discount | 8.20% | |
Recorded Weighted Average Fair Value Per Unit | $ 7.34 | |
2014 EIP [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Units, Granted | 12,441,000 | |
Weighted Average Fair Value Per Unit | $ 14.80 | |
Average Illiquidity Discount | 15.60% | |
Recorded Weighted Average Fair Value Per Unit | $ 12.49 | |
2014 EIP [Member] | Executive Committee Members [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Units, Granted | 9,173,000 | |
Weighted Average Fair Value Per Unit | $ 15.18 | |
Average Illiquidity Discount | 18.30% | |
Recorded Weighted Average Fair Value Per Unit | $ 12.40 | |
2014 EIP [Member] | Non-Executive Committee Members [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Units, Granted | 3,268,000 | |
Weighted Average Fair Value Per Unit | $ 13.75 | |
Average Illiquidity Discount | 7.30% | |
Recorded Weighted Average Fair Value Per Unit | $ 12.74 |
Share-Based Incentive Plans -81
Share-Based Incentive Plans - Summary of Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total share-based compensation expense | $ 55,609 | $ 31,339 |
Research and Development [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total share-based compensation expense | 4,363 | 2,670 |
Sales and Marketing [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total share-based compensation expense | 12,610 | 8,536 |
General and Administrative [Member] | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Total share-based compensation expense | $ 38,636 | $ 20,133 |
Income Taxes - Benefit for Inco
Income Taxes - Benefit for Income Taxes (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | ||||
Income (loss) before benefit for income taxes | $ 12,228 | $ (128,866) | $ (34,621) | $ (146,506) |
Benefit for income taxes | (2,756) | (160,680) | (4,199) | (158,767) |
NET INCOME (LOSS) | $ 14,984 | $ 31,814 | $ (30,422) | $ 12,261 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | ||||
Benefit for income taxes | $ (2,756) | $ (160,680) | $ (4,199) | $ (158,767) |