Document and Entity Information
Document and Entity Information - USD ($) $ in Billions | 12 Months Ended | ||
Dec. 31, 2018 | Feb. 20, 2019 | Jun. 30, 2018 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2,018 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | HZNP | ||
Entity Registrant Name | HORIZON PHARMA PLC | ||
Entity Central Index Key | 1,492,426 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 169,619,321 | ||
Entity Public Float | $ 2.7 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 958,712 | $ 751,368 |
Restricted cash | 3,405 | 6,529 |
Accounts receivable, net | 464,730 | 405,214 |
Inventories, net | 50,751 | 61,655 |
Prepaid expenses and other current assets | 70,828 | 43,402 |
Total current assets | 1,548,426 | 1,268,168 |
Property and equipment, net | 20,101 | 20,405 |
Intangible assets, net | 2,125,226 | 2,447,733 |
Goodwill | 426,441 | 426,441 |
Deferred tax assets, net | 3,148 | 3,470 |
Other assets | 23,029 | 36,081 |
Total assets | 4,146,371 | 4,202,298 |
CURRENT LIABILITIES: | ||
Long-term debt—current portion | 10,625 | |
Accounts payable | 30,284 | 34,681 |
Accrued expenses | 205,593 | 175,697 |
Accrued trade discounts and rebates | 457,763 | 501,753 |
Accrued royalties—current portion | 63,363 | 65,328 |
Deferred revenues—current portion | 4,901 | 6,885 |
Total current liabilities | 761,904 | 794,969 |
LONG-TERM LIABILITIES: | ||
Exchangeable notes, net | 332,199 | 314,384 |
Long-term debt, net of current | 1,564,485 | 1,576,646 |
Accrued royalties, net of current | 285,374 | 279,316 |
Deferred revenues, net of current | 9,713 | |
Deferred tax liabilities, net | 93,630 | 157,945 |
Other long-term liabilities | 54,622 | 68,015 |
Total long-term liabilities | 2,330,310 | 2,406,019 |
COMMITMENTS AND CONTINGENCIES | ||
SHAREHOLDERS’ EQUITY: | ||
Ordinary shares, $0.0001 nominal value; 300,000,000 shares authorized; 169,244,520 and 164,785,083 shares issued at December 31, 2018 and December 31, 2017, respectively, and 168,860,154 and 164,400,717 shares outstanding at December 31, 2018 and December 31, 2017, respectively | 17 | 16 |
Treasury stock, 384,366 ordinary shares at December 31, 2018 and December 31, 2017 | (4,585) | (4,585) |
Additional paid-in capital | 2,374,966 | 2,248,979 |
Accumulated other comprehensive loss | (1,523) | (983) |
Accumulated deficit | (1,314,718) | (1,242,117) |
Total shareholders’ equity | 1,054,157 | 1,001,310 |
Total liabilities and shareholders' equity | 4,146,371 | 4,202,298 |
Developed Technology [Member] | ||
CURRENT ASSETS: | ||
Intangible assets, net | 2,120,596 | 2,442,292 |
Customer Relationships [Member] | ||
CURRENT ASSETS: | ||
Intangible assets, net | $ 4,630 | $ 5,441 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
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 | 169,244,520 | 164,785,083 |
Ordinary shares, shares outstanding | 168,860,154 | 164,400,717 |
Treasury stock, ordinary shares | 384,366 | 384,366 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | |||
Net sales | $ 1,207,570 | $ 1,056,231 | $ 981,120 |
Cost of goods sold | 422,317 | 537,334 | 392,001 |
Gross profit | 785,253 | 518,897 | 589,119 |
OPERATING EXPENSES: | |||
Research and development | 82,762 | 224,962 | 60,707 |
Selling, general and administrative | 692,485 | 655,093 | 603,048 |
Impairment of long-lived assets | 50,302 | 22,270 | 71,260 |
Gain on sale of assets | (42,688) | ||
Total operating expenses | 782,861 | 902,325 | 735,015 |
Operating income (loss) | 2,392 | (383,428) | (145,896) |
OTHER EXPENSE, NET: | |||
Interest expense, net | (121,692) | (126,523) | (86,610) |
Foreign exchange loss | (192) | (260) | (1,005) |
Gain on divestiture | 6,267 | ||
Loss on debt extinguishment | (978) | ||
Other income, net | 346 | 588 | 6,697 |
Total other expense, net | (121,538) | (120,906) | (80,918) |
Loss before benefit for income taxes | (119,146) | (504,334) | (226,814) |
Benefit for income taxes | (44,959) | (102,749) | (61,251) |
Net loss | $ (74,187) | $ (401,585) | $ (165,563) |
Net (loss) income per ordinary share - basic and diluted | $ (0.45) | $ (2.46) | $ (1.03) |
Weighted average ordinary shares outstanding—basic and diluted | 166,155,405 | 163,122,663 | 160,699,543 |
OTHER COMPREHENSIVE (LOSS) INCOME, NET OF TAX | |||
Foreign currency translation adjustments | $ (826) | $ 2,067 | $ (302) |
Pension remeasurements | 286 | 36 | (133) |
Other comprehensive (loss) income | (540) | 2,103 | (435) |
Comprehensive loss | $ (74,727) | $ (399,482) | $ (165,998) |
Consolidated Statements of Shar
Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands | Total | Ordinary Shares [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Accumulated Deficit [Member] |
Beginning balance at Dec. 31, 2015 | $ 1,313,145 | $ 16 | $ (4,585) | $ 2,001,552 | $ (2,651) | $ (681,187) |
Beginning balance, shares at Dec. 31, 2015 | 160,069,067 | 384,366 | ||||
Issuance of ordinary shares in conjunction with vesting of restricted stock units and stock option exercises | 3,875 | 3,875 | ||||
Issuance of ordinary shares in conjunction with vesting of restricted stock units and stock option exercises, shares | 1,245,637 | |||||
Ordinary shares withheld for payment of employees’ withholding tax liability | (5,539) | (5,539) | ||||
Issuance of ordinary shares in conjunction with ESPP purchases | 6,540 | 6,540 | ||||
Issuance of ordinary shares in conjunction with ESPP purchases, shares | 513,659 | |||||
Issuance of ordinary shares in conjunction with PSU vesting, shares | 13,584 | |||||
Share-based compensation | 113,019 | 113,019 | ||||
Issuance of ordinary shares in conjunction with warrant exercises | 8 | 8 | ||||
Issuance of ordinary shares in conjunction with warrant exercises, shares | 163,009 | |||||
Currency translation adjustment | (302) | (302) | ||||
Pension remeasurements | (133) | (133) | ||||
Net loss | (165,563) | (165,563) | ||||
Ending balance at Dec. 31, 2016 | 1,265,050 | $ 16 | $ (4,585) | 2,119,455 | (3,086) | (846,750) |
Ending balance, shares at Dec. 31, 2016 | 162,004,956 | 384,366 | ||||
Cumulative effect adjustments from adoption of ASU 2016-09 and 2014-09 and 2016-16 | 7,210 | 7,210 | ||||
Issuance of ordinary shares in conjunction with vesting of restricted stock units and stock option exercises | 2,167 | 2,167 | ||||
Issuance of ordinary shares in conjunction with vesting of restricted stock units and stock option exercises, shares | 1,117,876 | |||||
Ordinary shares withheld for payment of employees’ withholding tax liability | (6,533) | (6,533) | ||||
Issuance of ordinary shares in conjunction with ESPP purchases | 7,082 | 7,082 | ||||
Issuance of ordinary shares in conjunction with ESPP purchases, shares | 822,231 | |||||
Issuance of ordinary shares in conjunction with PSU vesting, shares | 25,000 | |||||
Share-based compensation | 125,019 | 125,019 | ||||
Issuance of ordinary shares in conjunction with warrant exercises | 1,789 | 1,789 | ||||
Issuance of ordinary shares in conjunction with warrant exercises, shares | 915,020 | |||||
Shares repurchased | (992) | (992) | ||||
Shares repurchased, shares | (100,000) | |||||
Currency translation adjustment | 2,067 | 2,067 | ||||
Pension remeasurements | 36 | 36 | ||||
Net loss | (401,585) | (401,585) | ||||
Ending balance at Dec. 31, 2017 | 1,001,310 | $ 16 | $ (4,585) | 2,248,979 | (983) | (1,242,117) |
Ending balance, shares at Dec. 31, 2017 | 164,785,083 | 384,366 | ||||
Cumulative effect adjustments from adoption of ASU 2016-09 and 2014-09 and 2016-16 | 1,586 | 1,586 | ||||
Issuance of ordinary shares in conjunction with vesting of restricted stock units and stock option exercises | 16,973 | $ 1 | 16,972 | |||
Issuance of ordinary shares in conjunction with vesting of restricted stock units and stock option exercises, shares | 3,541,933 | |||||
Ordinary shares withheld for payment of employees’ withholding tax liability | (14,455) | (14,455) | ||||
Issuance of ordinary shares in conjunction with ESPP purchases | 8,610 | 8,610 | ||||
Issuance of ordinary shares in conjunction with ESPP purchases, shares | 917,504 | |||||
Share-based compensation | 114,860 | 114,860 | ||||
Currency translation adjustment | (826) | (826) | ||||
Pension remeasurements | 286 | 286 | ||||
Net loss | (74,187) | (74,187) | ||||
Ending balance at Dec. 31, 2018 | $ 1,054,157 | $ 17 | $ (4,585) | $ 2,374,966 | $ (1,523) | $ (1,314,718) |
Ending balance, shares at Dec. 31, 2018 | 169,244,520 | 384,366 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | $ (74,187) | $ (401,585) | $ (165,563) |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | |||
Depreciation and amortization expense | 275,729 | 283,244 | 221,665 |
Equity-settled share-based compensation | 114,860 | 125,019 | 113,019 |
Royalty accretion | 59,476 | 51,263 | 40,616 |
Impairment of long-lived assets | 50,302 | 22,270 | 71,260 |
Amortization of debt discount and deferred financing costs | 22,751 | 21,619 | 18,546 |
Deferred income taxes | (64,491) | (132,231) | (65,561) |
Gain on sale of assets | (42,688) | ||
Royalty liability remeasurement | (3,383) | 13,004 | (713) |
Gain on divestiture | (2,934) | ||
Acquired in-process research and development expense | 159,171 | ||
Loss on debt extinguishment | 978 | ||
Foreign exchange and other adjustments | 332 | (1,466) | 420 |
Changes in operating assets and liabilities: | |||
Accounts receivable | (59,697) | (84,444) | (68,271) |
Inventories | 10,280 | 108,371 | 67,633 |
Prepaid expenses and other current assets | (25,313) | 5,110 | (28,239) |
Accounts payable | (4,593) | (16,521) | 32,065 |
Deferred revenues | (395) | 4,468 | 1,114 |
Other non-current assets and liabilities | (10,440) | 5,720 | 4,455 |
Net cash provided by operating activities | 194,543 | 284,340 | 369,456 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Proceeds from sale of assets | 44,424 | ||
Payment related to license agreements | (12,000) | ||
Purchases of property and equipment | (4,771) | (4,336) | (15,725) |
Payments for acquisitions, net of cash acquired | (167,220) | (1,354,921) | |
Proceeds from divestiture, net of cash divested | 69,371 | ||
Net cash provided by (used in) investing activities | 27,653 | (102,185) | (1,370,646) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Net proceeds from term loans | 818,026 | 1,693,512 | 364,297 |
Repayment of term loans | (845,749) | (1,622,749) | (4,000) |
Payment of contingent consideration | (20,000) | ||
Repurchase of ordinary shares | (992) | ||
Proceeds from the issuance of ordinary shares in connection with warrant exercises | 1,789 | 8 | |
Proceeds from the issuance of ordinary shares through an employee stock purchase plan | 8,610 | 7,082 | 6,540 |
Proceeds from the issuance of ordinary shares in connection with stock option exercises | 16,972 | 2,167 | 3,875 |
Payment of employee withholding taxes relating to share-based awards | (14,455) | (6,533) | (5,539) |
Net cash (used in) provided by financing activities | (16,596) | 54,276 | 657,074 |
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash | (1,380) | 5,316 | (1,210) |
Net increase (decrease) in cash, cash equivalents and restricted cash | 204,220 | 241,747 | (345,326) |
Cash, cash equivalents and restricted cash, beginning of the year | 757,897 | 516,150 | 861,476 |
Cash, cash equivalents and restricted cash, end of the year | 962,117 | 757,897 | 516,150 |
Supplemental cash flow information: | |||
Cash paid for interest | 112,468 | 113,790 | 60,817 |
Cash paid for income taxes | 53,058 | 2,548 | 22,339 |
Cash paid for debt extinguishment | 145 | ||
Supplemental non-cash flow information: | |||
Purchases of property and equipment included in accounts payable and accrued expenses | 1,101 | 700 | |
Purchases of acquired in-process research and development included in accounts payable and accrued expenses | 12,000 | ||
Accrued Trade Discounts and Rebates [Member] | |||
Changes in operating assets and liabilities: | |||
Accrued liabilities | (44,028) | 205,487 | 112,381 |
Accrued Expenses and Accrued Royalties [Member] | |||
Changes in operating assets and liabilities: | |||
Accrued liabilities | $ (9,972) | $ (82,203) | 14,629 |
2024 Senior Notes [Member] | |||
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Net proceeds from term loans | $ 291,893 |
Basis of Presentation
Basis of Presentation | 12 Months Ended |
Dec. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation | NOTE 1 – BASIS OF PRESENTATION 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. Overview The Company is focused on researching, developing and commercializing innovative medicines that address unmet treatment needs for rare and rheumatic diseases. By expanding its growing pipeline of medicines in development and exploring all potential uses for currently marketed medicines, the Company strives to make a powerful difference for patients, their caregivers and physicians. The Company has two reportable segments, referred to as the “orphan and rheumatology segment” and the “primary care segment”. The Company currently markets eleven medicines in the areas of orphan diseases, rheumatology and primary care. The Company’s currently marketed medicines are: Orphan and Rheumatology KRYSTEXXA ® RAVICTI ® PROCYSBI ® ACTIMMUNE ® RAYOS ® BUPHENYL ® QUINSAIR™ (levofloxacin) solution for inhalation Primary Care PENNSAID ® DUEXIS ® VIMOVO ® MIGERGOT ® Revision of Prior Period Financial Statements During the course of preparing the Company’s consolidated financial statements for the year ended December 31, 2018, the Company identified an error in the measurement of the contingent royalty liability calculation pertaining to the royalty end date for one of its medicines. The royalty end date for KRYSTEXXA is approximately two and one half years earlier than the date originally assumed in the calculations. As a result of the error, accrued royalties, net of current, and cost of goods sold had been overstated and shareholders’ equity had been understated. The Company concluded that the amounts were not material to any of its previously issued consolidated financial statements. The Company has revised the accompanying consolidated balance sheet as at December 31, 2017, and the consolidated statements of comprehensive (loss) income and of cash flows for the years ended December 31, 2017 and 2016. Total shareholders’ equity at December 31, 2016, was understated by $1.3 million. The impact on the consolidated statements of cash flows consisted of adjustments to reconcile net (loss) income to net cash provided by operating activities and changes in operating assets and liabilities for all periods presented. There was no impact on total operating, investing or financing cash flows for any prior period. See Note 23 for revisions to the Company’s unaudited quarterly financial information. The following are selected line items from the Company’s annual consolidated financial statements illustrating the effect of the revisions: Consolidated Balance Sheet as of December 31, 2017 As Previously Reported Revision As Revised Developed technology, net $ 2,443,949 $ (1,657 ) $ 2,442,292 Total assets 4,203,955 (1,657 ) 4,202,298 Accrued royalties, net of current 291,185 (11,869 ) 279,316 Total long-term liabilities 2,417,888 (11,869 ) 2,406,019 Accumulated deficit (1,252,329 ) 10,212 (1,242,117 ) Total shareholders’ equity 991,098 10,212 1,001,310 Total liabilities and shareholders' equity 4,203,955 (1,657 ) 4,202,298 Consolidated Statements of Comprehensive Loss For the Twelve Months Ended December 31, 2017 For the Twelve Months Ended December 31, 2016 As Previously Reported Revision As Revised As Previously Reported Revision As Revised Cost of goods sold $ 546,275 $ (8,941 ) $ 537,334 $ 393,272 $ (1,271 ) $ 392,001 Gross profit 509,956 8,941 518,897 587,848 1,271 589,119 Operating loss (392,369 ) 8,941 (383,428 ) (147,167 ) 1,271 (145,896 ) Loss before benefit for income taxes (513,275 ) 8,941 (504,334 ) (228,085 ) 1,271 (226,814 ) Net loss (410,526 ) 8,941 (401,585 ) (166,834 ) 1,271 (165,563 ) Net loss per ordinary share—basic (2.52 ) 0.06 (2.46 ) (1.04 ) 0.01 (1.03 ) Net loss per ordinary share—diluted (2.52 ) 0.06 (2.46 ) (1.04 ) 0.01 (1.03 ) Comprehensive loss (408,423 ) 8,941 (399,482 ) (167,269 ) 1,271 (165,998 ) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“GAAP”). The impairment recorded during the year ended December 31, 2017 of $22.3 million of the asset recognized in connection with the acquisition of certain rights to interferon gamma-1b, as further described in Note 4, was previously included within “selling, general and administrative” expenses. Additionally, during the year ended December 31, 2016, an impairment of a non-current asset of $5.3 million was included within “selling, general and administrative” expenses, and an impairment of in-process research and development expenses was included on an “impairment of in-process research and development” line item. For prior-period comparisons, the Company now includes these amounts in the “impairment of long-lived assets” line in its consolidated statement of comprehensive loss. Principles of Consolidation The consolidated financial statements include the Company’s accounts and those of its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated. Segment Information Effective as of the second quarter of 2018, management realigned the Company’s reportable segments to reflect changes in the manner in which the chief operating decision maker (“CODM”) assesses financial information for decision-making purposes. See Note 13 for further details. The Company determined that it operates in two Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Foreign Currency Translation and Transactions The reporting currency of the Company and its subsidiaries is the U.S. dollar. The U.S. dollar is the functional currency for the Company’s Ireland and United States-based businesses and the majority of its subsidiaries. The Company has foreign subsidiaries that have the Euro and the Canadian Dollar as their functional currency. Foreign currency-denominated assets and liabilities of these subsidiaries are translated into U.S. dollars based on exchange rates prevailing at the end of the period, revenues and expenses are translated at average exchange rates prevailing during the corresponding period, and shareholders’ equity accounts are translated at historical exchange rates as of the date of any equity transaction. The effects of foreign exchange gains and losses arising from the translation of assets and liabilities of those entities where the functional currency is not the U.S. dollar are included as a component of accumulated other comprehensive (loss) income. Gains and losses resulting from foreign currency transactions are reflected within the Company’s results of operations. Revenue Recognition On January 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers, and subsequent amendments (ASC 606 or new guidance), using the modified retrospective method. The Company applied the new guidance to all contracts with customers within the scope of the standard that were in effect on January 1, 2018 and recognized the cumulative effect of initially applying the new guidance as an adjustment to the opening balance of retained earnings. Medicine Sales Discounts and Allowances The nature of the Company’s contracts gives rise to variable consideration because of allowances for medicine returns, rebates and discounts. Allowances for medicine returns, rebates and discounts are recorded at the time of sale to wholesale pharmaceutical distributors and pharmacies. The Company applies significant judgments and estimates in determining some of these allowances. If actual results differ from its estimates, the Company will be required to make adjustments to these allowances in the future. The Company’s adjustments to gross sales are discussed further below. Commercial Rebates The Company participates in certain commercial rebate programs. Under these rebate programs, the Company pays a rebate to the commercial entity or third-party administrator of the program. The Company calculates accrued commercial rebate estimates using the expected value method. The Company accrues estimated rebates based on contract prices, estimated percentages of medicine that will be prescribed to qualified patients and estimated levels of inventory in the distribution channel and records the rebate as a reduction of revenue. Accrued commercial rebates are included in “accrued trade discounts and rebates” on the consolidated balance sheet. Distribution Service Fees The Company includes distribution service fees paid to its wholesalers for distribution and inventory management services as a reduction to revenue. The Company calculates accrued distribution service fee estimates using the most likely amount method. The Company accrues estimated distribution fees based on contractually determined amounts, typically as a percentage of revenue. Accrued distribution service fees are included in “accrued trade discounts and rebates” on the consolidated balance sheet. Patient Access Programs The Company offers discount card and other programs such as its HorizonCares program to patients under which the patient receives a discount on his or her prescription. In certain circumstances when a patient’s prescription is rejected by a managed care vendor, the Company will pay for the full cost of the prescription. The Company reimburses pharmacies for this discount through third-party vendors. The Company reduces gross sales by the amount of actual co-pay and other patient assistance in the period based on invoices received. The Company also records an accrual to reduce gross sales for estimated co-pay and other patient assistance on units sold to distributors that have not yet been prescribed/dispensed to a patient. The Company calculates accrued co-pay and other patient assistance fee estimates using the expected value method. The estimate is based on contract prices, estimated percentages of medicine that will be prescribed to qualified patients, average assistance paid based on reporting from the third-party vendors and estimated levels of inventory in the distribution channel. Accrued co-pay and other patient assistance fees are included in “accrued trade discounts and rebates” on the consolidated balance sheet. Patient access programs include both co-pay assistance and fully bought down prescriptions. Sales Returns Consistent with industry practice, the Company maintains a return policy that allows customers to return medicines within a specified period prior to and subsequent to the medicine expiration date. Generally, medicines may be returned for a period beginning six months prior to its expiration date and up to one year after its expiration date. The right of return expires on the earlier of one year after the medicine expiration date or the time that the medicine is dispensed to the patient. The majority of medicine returns result from medicine dating, which falls within the range set by the Company’s policy, and are settled through the issuance of a credit to the customer. The Company calculates sales returns using the expected value method. The estimate of the provision for returns is based upon the Company’s historical experience with actual returns. The return period is known to the Company based on the shelf life of medicines at the time of shipment. The Company records sales returns in “accrued expenses” and as a reduction of revenue. Prompt Pay Discounts As an incentive for prompt payment, the Company offers a 2% cash discount to most customers. The Company calculates accrued prompt pay discounts using the most likely amount method. The Company expects that all eligible customers will comply with the contractual terms to earn the discount. The Company records the discount as an allowance against “accounts receivable, net” and a reduction of revenue. Government Rebates The Company participates in certain federal government rebate programs such as Medicare Coverage Gap and Medicaid. The Company calculates accrued government rebate estimates using the expected value method. The Company accrues estimated rebates based on percentages of medicine sold to qualified patients, estimated rebate percentages and estimated levels of inventory in the distribution channel that will be prescribed to qualified patients and records the rebates as a reduction of revenue. Accrued government rebates are included in “accrued trade discounts and rebates” on the consolidated balance sheet. Government Chargebacks The Company provides discounts to federal government qualified entities with whom the Company has contracted. These federal entities purchase medicines from the wholesale pharmaceutical distributors at a discounted price and the wholesale pharmaceutical distributors then charge back to the Company the difference between the current retail price and the contracted price that the federal entities paid for the medicines. The Company calculates accrued government chargeback estimates using the expected value method. The Company accrues estimated chargebacks based on contract prices, sell-through sales data obtained from third-party information and estimated levels of inventory in the distribution channel and records the chargeback as a reduction of revenue. Accrued government chargebacks are included in “accrued trade discounts and rebates” on the consolidated balance sheet. Bad Debt Expense The Company’s medicines are sold to wholesale pharmaceutical distributors and pharmacies. The Company monitors its accounts receivable balances to determine the impact, if any, of such factors as changes in customer concentration, credit risk and the realizability of its accounts receivable, and records a bad debt reserve when applicable. Inventories Inventories are stated at the lower of cost or net realizable value, using the first-in, first-out convention. 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 Company reviews its inventory balance and purchase obligations to assess if it has obsolete or excess inventory and records a charge to “cost of goods sold” when applicable. Inventories acquired in business combinations are recorded at their estimated fair values. “Step-up” represents the write-up of inventory from the lower of cost or net realizable value (the historical book value as previously recorded on the acquired company’s balance sheet) to fair market value at the acquisition date. Inventory step-up expense is recorded in the consolidated statement of comprehensive loss based on actual sales, or usage, using the first-in, first-out convention. Inventories exclude medicine sample inventory, which is included in other current assets and is expensed as a component of “selling, general and administrative” expense when shipped to sales representatives. Cost of Goods Sold The Company recognizes cost of goods sold in connection with its sales of each of its distributed medicines. Cost of goods sold includes all costs directly related to the acquisition of the Company’s medicines from its third-party manufacturers, including freight charges and other direct expenses such as insurance and supply chain costs. Cost of goods sold also includes amortization of intellectual property as described in the intangible assets accounting policy below, inventory step-up expense, drug substance harmonization costs, share-based compensation, charges relating to discontinuation of clinical trials, royalty payments to third parties, royalty accretion expense, changes in estimates associated with the contingent royalty liability as described in the accrued contingent royalty accounting policy below and loss on inventory purchase commitments. Pre-clinical Studies and Clinical Trial Accruals The Company’s pre-clinical studies and clinical trials have historically been conducted by third-party contract research organizations and other vendors. Pre-clinical study and clinical trial expenses are based on the services received from these contract research organizations and vendors. Payments depend on factors such as the milestones accomplished, successful enrollment of certain numbers of patients and site initiation. In accruing service fees, the Company estimates the time period over which services will be performed and the level of effort to be expended in each period. If the actual timing of the performance of services or the level of effort varies from the estimate, the Company adjusts the accrual accordingly. Net (Loss) Income Per Share Basic net (loss) income per share is computed by dividing net (loss) income by the weighted-average number of ordinary shares outstanding during the period. Diluted earnings per share (“EPS”) reflects the potential dilution beyond shares for basic EPS that could occur if securities or other contracts to issue ordinary shares were exercised, converted into ordinary shares, or resulted in the issuance of ordinary shares that would have shared in the Company’s earnings. Cash and Cash Equivalents The Company considers all highly liquid investments, readily convertible to cash, that mature within three months or less from date of purchase to be cash equivalents . Restricted Cash Restricted cash consists primarily of balances in interest-bearing money market accounts required by a vendor for the Company’s sponsored employee business credit card program and collateral for a letter of credit. Fair Value of Financial Instruments The carrying amounts of the Company’s financial instruments, including cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses, approximate their fair values due to their short maturities. Business Combinations The Company accounts for business combinations in accordance with the guidance in Accounting Standards Codification Topic 805 , Business Combinations Provision for 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 a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The impact of tax rate changes on deferred tax assets and liabilities is recognized in the year that the change is enacted. The Company also accounts for the uncertainty in income taxes by utilizing a comprehensive model for the recognition, measurement, presentation and disclosure in financial statements of any uncertain tax positions that have been taken or are expected to be taken on an income tax return. Deferred tax assets and deferred tax liabilities are netted by jurisdiction on the Company’s consolidated balance sheets. On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118, (“SAB 118”), which provided guidance on accounting for the tax effects of the Tax Act. SAB 118 provided a measurement period that should not extend beyond one year from the date of enactment for companies to complete the accounting under ASC 740, Income Taxes On April 2, 2018, the U.S. Treasury Department and the U.S. Internal Revenue Service issued Notice 2018-28 (“the Notice”) which provides guidance for computing the business interest expense limitation under the Tax Act and clarifies the treatment of interest disallowed and carried forward under Section 163(j) of the Tax Act. In accordance with the measurement period provisions under SAB 118 and the guidance in the Notice the Company reinstated the deferred tax asset related to its U.S. interest expense carryforwards under Section 163(j) based on the new U.S. federal tax rate of 21 percent plus applicable state tax rates. The impact of the deferred tax asset reinstatement in accordance with SAB 118 was a $37.4 million increase to the Company’s benefit for income taxes and a corresponding decrease to the U.S. group net deferred tax liability position. The impact of this reinstatement has been recognized as a discrete tax adjustment during the year ended December 31, 2018 and resulted in a 31.4% increase in the Company’s effective tax rate during the period. Other than the reinstatement of the Company’s U.S interest expense carryforwards under Section 163(j), as described previously, in the fourth quarter of 2018, the Company completed our analysis to determine the effect of the Tax Act and recorded immaterial adjustments as of December 31, 2018 which related to return to provision adjustments which impacted the Company’s U.S. net deferred tax liabilities. Property and Equipment, Net Property and equipment are stated at cost less accumulated depreciation. Depreciation is recognized using the straight-line method over the estimated useful lives of the related assets for financial reporting purposes and an accelerated method for income tax reporting purposes. Upon retirement or sale of an asset, the cost and related accumulated depreciation and amortization are removed from the balance sheet and the resulting gain or loss is reflected in operations. Repair and maintenance costs are charged to expenses as incurred and improvements are capitalized. Leasehold improvements are amortized on a straight-line basis over the term of the applicable lease, or the useful life of the assets, whichever is shorter. Depreciation and amortization periods for the Company’s property and equipment are as follows: Machinery and equipment 5 to 7 years Furniture and fixtures 3 to 5 years Computer equipment 3 years Software 3 years Trade show equipment 3 years The Company capitalizes software 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 includes internal-use software acquired and modified to meet the Company’s internal requirements. Amortization commences when the software is ready for its intended use. Intangible Assets Definite-lived intangible assets are amortized over their estimated useful lives. The Company reviews its intangible assets when events or circumstances may indicate that the carrying value of these assets is not recoverable and exceeds their fair value. The Company measures fair value based on the estimated future discounted cash flows associated with these assets in addition to other assumptions and projections that the Company deems to be reasonable and supportable. The estimated useful lives, from the date of acquisition, for all identified intangible assets that are subject to amortization are between five and thirteen years. Indefinite-lived intangible assets consist of capitalized in-process research and development (“IPR&D”). IPR&D assets represent capitalized incomplete research projects that the Company acquired through business combinations. Such assets are initially measured at their acquisition date fair values and are tested for impairment, until completion or abandonment of research and development efforts associated with the projects. An IPR&D asset is considered abandoned when research and development efforts associated with the asset have ceased, and there are no plans to sell or license the asset or derive value from the asset. At that point, the asset is considered to be impaired and is written off. Upon successful completion of each project, the Company will make a determination about the then remaining useful life of the intangible asset and begin amortization. The Company tests its indefinite-lived intangibles, including IPR&D assets, for impairment annually during the fourth quarter and more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired. Goodwill Goodwill represents the excess of the purchase price of acquired businesses over the estimated fair value of the identifiable net assets acquired. Goodwill is not amortized but is tested for impairment at least annually at the reporting unit level or more frequently if events or changes in circumstances indicate that the asset might be impaired. Impairment loss, if any, is recognized based on a comparison of the fair value of the asset to its carrying value, without consideration of any recoverability. The Company tests goodwill for impairment annually during the fourth quarter and whenever indicators of impairment exist by first assessing qualitative factors to determine whether it is more likely than not that the fair value is less than its carrying amount. If the Company concludes it is more likely than not that the fair value of a reporting unit is less than its carrying amount, a quantitative impairment test is performed. If the Company concludes that goodwill is impaired, it will record an impairment charge in its consolidated statement of comprehensive loss. Research and Development Expenses Research and development expenses include, but are not limited to, payroll and other personnel expenses, consultant expenses, expenses incurred under agreements with contract research organizations to conduct clinical trials, expenses incurred to manufacture clinical trial materials and acquired IPR&D assets. Research and development expenses were $82.8 million, $225.0 million and $60.7 million for the years ended December 31, 2018, 2017 and 2016, respectively. Advertising Expenses We expense the costs of advertising as incurred. Advertising expenses were $21.6 million, $19.2 million and $14.4 million for the years ended December 31, 2018, 2017 and 2016, respectively. Deferred Financing Costs Costs incurred in connection with debt financings have been capitalized to “Long-term debt, net of current” and “Exchangeable notes, net” in the Company’s consolidated balance sheets as deferred financing costs, and are charged to interest expense using the effective interest method over the terms of the related debt agreements. These costs include document preparation costs, commissions, fees and expenses of investment bankers and underwriters, and accounting and legal fees. Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash, cash equivalents and investments. The Company’s investment policy permits investments in U.S. federal government and federal agency securities, corporate bonds or commercial paper, money market instruments, certain qualifying money market mutual funds, certain repurchase agreements, and tax-exempt obligations of municipalities and places restrictions on credit ratings, maturities, and concentration by type and issuer. The Company is exposed to credit risk in the event of a default by the financial institutions holding the Company’s cash, cash equivalents and investments to the extent recorded on the balance sheet. The purchase cost of ACTIMMUNE is denominated in Euros and is subject to foreign currency risk. The Company has contracts relating to RAVICTI, QUINSAIR and PROCYSBI for sales in Canada which sales are denominated in Canadian dollars and are subject to foreign currency risk. The Company also incurs certain operating expenses in currencies other than the U.S. dollar in relation to its Irish operations and foreign subsidiaries. Therefore, the Company is subject to volatility in cash flows due to fluctuations in foreign currency exchange rates, particularly changes in the Euro and the Canadian dollar. Historically, the Company’s accounts receivable balances have been highly concentrated with a select number of customers consisting primarily of large wholesale pharmaceutical distributors who, in turn, sell the medicines to pharmacies, hospitals and other customers. As of December 31, 2018 and 2017, the Company’s top four customers accounted for approximately 85% and 74%, respectively, of the Company’s total outstanding accounts receivable balances, after the reclassification adjustments as described in this Note 2. The Company depends on single-source suppliers and manufacturers for certain of its medicines, medicine candidates and their active pharmaceutical ingredients. Comprehensive Loss Comprehensive loss is composed of net loss and other comprehensive loss (“OCI”). OCI includes certain changes in shareholders’ equity that are excluded from net loss, which consist of foreign currency translation adjustments and pension remeasurements. The Company reports the effect of significant reclassifications out of accumulated OCI on the respective line items in net loss if the amount being reclassified is required under GAAP to be reclassified in its entirety to net loss. For other amounts that are not required under GAAP to be reclassified in their entirety to net loss in the same reporting period, the Company cross-references other disclosures required under GAAP that provide additional detail about those amounts. Share-Based Compensation The Company accounts for employee share-based compensation by measuring and recognizing compensation expense for all share-based payments based on estimated grant date fair values. The Company uses the straight-line method to allocate compensation cost to reporting periods over each awardee’s requisite service period, which is generally the vesting period. The Company adopted ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting Accrued Contingent Royalties The Company’s accrued contingent royalties consist of the contingent royalty obligations assumed by the Company related to the Company’s acquisitions of rights to certain of its medicines. At the time of each acquisition, the Company assigned an estimated fair value to its contingent liability for royalties. The estimated royalty liability is based on anticipated revenue streams utilizing the income approach under the discounted cash flow method. The estimated liability for royalties is increased or decreased over time to reflect the change in its present value and accretion expense is recorded as part of cost of goods sold. The Company evaluates the adequacy of the estimated contingent royalty liability at least annually in the fourth quarter, or whenever events or changes in circumstances indicate that an evaluation of the estimate is necessary. As part of its evaluation, the Company adjusts the carrying value of the liability to the present value of the revised estimated cash flows using the original discount rate. Any adjustment to the liability is recorded as an increase or reduction in cost of goods sold. The royalty liability is included in current and long-term accrued royalties on the consolidated balance sheets. Contingencies From time to time, the Company may become involved in claims and other legal matters arising in the ordinary course of business. The Company records accruals for loss contingencies to the extent that it concludes that it is probable that a liability has been incurred and the amount of the related loss can be reasonably estimated. Legal fees and other expenses related to litigation are expensed as incurred and included in “selling, general and administrative” expenses. Recent Accounting Pronouncements From time to time, the Company adopts new accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”) or other standard-setting bodies. Effective January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers Revenue Recognition Effective January 1, 2018, the Company adopted ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory Effective January 1, 2018, the Company adopted ASU No. 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting Compensation- Stock Compensation Effective January 1, 2018, the Company adopted ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash Effective January 1, 2018, the Company adopted ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments The following table summarizes the adjustments made to conform prior period classifications as a result of the adoption of ASU No. 2016-18 and ASU No. 2016-15 (in thousands): For the Year Ended December 31, 2017 As filed ASU No. 2016-18 Reclassification (2) ASU No. 2016-15 Reclassification (3) As adjusted Net cash provided by operating activities $ 280,208 $ — $ 4,132 $ 284,340 Net cash used in investing activities (101,619 ) (566 ) — (102,185 ) Net cash provided by financing activities 58,408 — (4,132 ) 54,276 Cash, cash equivalents and restricted cash, beginning of the period (1) 509,055 7,095 — 516,150 Cash, cash equivalents and restricted cash, end of the period (1) 751,368 6,529 — 757,897 For the Year Ended December 31, 2016 As filed ASU No. 2016-18 Reclassification (2) ASU No. 2016-15 Reclassification (3) As adjusted Net cash provided by operating activities $ 369,456 $ — $ — $ 369,456 Net cash used in investing activities (1,375,881 ) 5,235 — (1,370,646 ) Net cash provided by financing activities 657,074 — — 657,074 Cash, cash equivalents and restricted cash, beginning of the period (1) 859,616 1,860 — 861,476 Cash, cash equivalents and restricted cash, end of the period (1) 509,055 7,095 — 516,150 (1) Cash, cash equivalents and restricted cash, beginning of the period and end of the period presented in the “As filed” column in the table above excludes restricted cash. (2) $1.9 million, $7.1 million and $6.5 million in the tables above represent the Company’s restricted cash balance at December 31, 2015, 2016 and 2017, respectively. (3) Upon adoption of ASU No. 2016-15, the Company reclassified prepayment penalties and debt extinguishment costs of $3.8 million and $0.3 million, respectively, from operating activities to financing activities. Effective January 1, 2018, the Company adopted ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU No. 2016-02”). In June 2018, the FASB issued ASU No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting In June 2018, the FASB issued ASU No. 2018-08, Clarifying the Scope and the Accounting Guidance for Contributions Received and Contributions Made Other recent authoritative guidance issued by the FASB (including technical corrections to the ASC), the American Institute of Certified Public Accountants, and the Securities and Exchange Commission (“SEC”) did not, or are not expected to, have a material impact on the Company’s consolidated financial statements and related disclosures. |
Net Loss per Share
Net Loss per Share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Net Loss per Share | NOTE 3 – NET LOSS PER SHARE The following table presents basic and diluted net loss per share for the years ended December 31, 2018, 2017 and 2016 (in thousands, except share and per share data): For the Years Ended December 31, 2018 2017 2016 Basic and diluted loss per share calculation: Net loss $ (74,187 ) $ (401,585 ) $ (165,563 ) Weighted average of ordinary shares outstanding 166,155,405 163,122,663 160,699,543 Basic and diluted net loss per share $ (0.45 ) $ (2.46 ) $ (1.03 ) Basic net loss per share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the period. Diluted net loss per share reflects the potential dilution beyond shares for basic net 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 outstanding securities listed in the table below were excluded from the computation of diluted loss per ordinary share for the years ended December 31, 2018, 2017 and 2016 due to being anti-dilutive: For the Years Ended December 31, 2018 2017 2016 Stock options 6,406,914 12,887,595 7,515,297 Restricted stock units 2,299,254 1,095,768 492,030 Performance stock units 1,248,632 2,742,301 5,247,987 Employee stock purchase plan shares 265,886 63,445 56,805 Warrants — 388,841 1,123,737 10,220,686 17,177,950 14,435,856 The potentially dilutive impact of the March 2015 private placement of $400.0 million aggregate principal amount of 2.50% Exchangeable Senior Notes due 2022 (the “Exchangeable Senior Notes”) by Horizon Pharma Investment Limited (“Horizon Investment”), a wholly owned subsidiary of the Company, is determined using a method similar to the treasury stock method. Under this method, no numerator or denominator adjustments arise from the principal and interest components of the Exchangeable Senior Notes because the Company has the intent and ability to settle the Exchangeable Senior Notes’ principal and interest in cash. Instead, the Company is required to increase the diluted net (loss) income per share denominator by the variable number of shares that would be issued upon conversion if it settled the conversion spread obligation with shares. For diluted net (loss) income per share purposes, the conversion spread obligation is calculated based on whether the average market price of the Company’s ordinary shares over the reporting period is in excess of the exchange price of the Exchangeable Senior Notes. There was no calculated spread added to the denominator for the years ended December 31, 2018, 2017 and 2016. |
Acquisitions, Divestitures and
Acquisitions, Divestitures and Other Arrangements | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Acquisitions, Divestitures and Other Arrangements | NOTE 4 –ACQUISITIONS, DIVESTITURES AND OTHER ARRANGEMENTS Sale of RAVICTI and AMMONAPS Rights outside of North America and Japan On December 28, 2018, the Company sold its rights to RAVICTI and AMMONAPS (known as BUPHENYL in the United States) outside of North America and Japan to Medical Need Europe AB, part of the Immedica Group, for $35.0 million (the “Immedica transaction”). The Company previously distributed RAVICTI and AMMONAPS through a commercial partner in Europe and other non-U.S. markets. The Company has retained the rights to RAVICTI and BUPHENYL in North America and Japan. Pursuant to ASC 805 (as amended by ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the Definition of a Business (“ASU No. 2017-01”) The gain on sale of assets recorded to the consolidated statement of comprehensive loss during the year ended December 31, 2018, was determined as follows (in thousands): Cash proceeds $ 35,000 Less net assets sold: Developed technology (4,443 ) Transaction costs (197 ) Gain on sale of assets $ 30,360 Acquisition and Subsequent Sale of Additional Rights to Interferon Gamma-1b On June 30, 2017, the Company completed its acquisition of certain rights to interferon gamma-1b from Boehringer Ingelheim International GmbH (“Boehringer Ingelheim International”) in all territories outside of the United States, Canada and Japan and in connection therewith, paid Boehringer Ingelheim International €19.5 million ($22.3 million when converted using a Euro-to-Dollar exchange rate at date of payment of 1.1406). Boehringer Ingelheim International commercialized interferon gamma-1b as IMUKIN in an estimated thirty countries, primarily in Europe and the Middle East. Upon closing, during the year ended December 31, 2017, the Company accounted for the payment as the acquisition of an asset which was immediately impaired as projections for future net sales of IMUKIN in these territories did not exceed the related costs, and included the payment in the “impairment of long-lived assets” line item in its consolidated statement of comprehensive loss. On July 24, 2018, the Company sold its rights to interferon gamma-1b in all territories outside the United States, Canada and Japan to Clinigen Group plc (“Clinigen”) for an upfront payment of €7.5 million ($8.8 million when converted using a Euro-to-Dollar exchange rate at date of payment of 1.1683) and a potential additional contingent consideration payment of €3.0 million ($3.5 million when converted using a Euro-to-Dollar exchange rate of 1.1673) (the “IMUKIN sale”). The Company continues to market interferon gamma-1b as ACTIMMUNE in the United States. Pursuant to ASC No. 2017-01, the Company accounted for the IMUKIN sale as a sale of assets, specifically a sale of intellectual property rights and a sale of inventory. The gain on sale of assets recorded to the consolidated statement of comprehensive loss during the year ended December 31, 2018, was determined as follows (in thousands): Cash proceeds including $715 for inventory $ 9,477 Contingent consideration receivable 3,502 Less net assets sold: Inventory (623 ) Transaction costs (28 ) Gain on sale of assets $ 12,328 Acquisition of River Vision On May 8, 2017, the Company acquired 100% of the equity interests in River Vision Development Corp. (“River Vision”) for upfront cash payments totaling approximately $150.3 million, including cash acquired of $6.3 million, with additional potential future milestone and royalty payments contingent on the satisfaction of certain regulatory milestones and sales thresholds. Pursuant to ASU No. 2017-01, the Company accounted for the River Vision acquisition as the purchase of an IPR&D asset and, pursuant to ASC Topic 730, Research and Development, Under the agreement for the acquisition of River Vision, the Company is required to pay up to $325.0 million upon the attainment of various milestones related to U.S. Food and Drug Administration (“FDA”) approval and net sales thresholds for teprotumumab. The agreement also includes a royalty payment of three percent of the portion of annual worldwide net sales exceeding $300.0 million (if any). Under separate agreements, the Company is also required to pay up to CHF103.0 million upon the attainment of various milestones related to approval, filing and net sales thresholds for teprotumumab. During the year ended December 31, 2017, CHF2.0 million was paid in relation to these milestones. The separate agreement also includes a royalty payment of between nine percent and twelve percent of a portion of annual worldwide net sales Divestiture of PROCYSBI and QUINSAIR rights in EMEA Regions On June 23, 2017, the Company completed the sale of its European subsidiary that owned the marketing rights to PROCYSBI and QUINSAIR in Europe, the Middle East and Africa (“EMEA”) regions (the “Chiesi divestiture”) to Chiesi Farmaceutici S.p.A. (“Chiesi”) Pursuant to ASU No. 2017-01, the Company accounted for the Chiesi divestiture as a sale of a business. The Company determined that the sale of the business and its assets in connection with the Chiesi divestiture did not constitute a strategic shift and that it did not and will not have a major effect on its operations and financial results. Accordingly, the operations associated with the Chiesi divestiture are not reported in discontinued operations. The gain on divestiture recorded during the year ended December 31, 2017 was determined as follows (in thousands): Cash proceeds $ 72,462 Add reimbursement of royalties 27,101 Less net assets sold: Developed technology (47,261 ) Goodwill (16,285 ) Other (24,482 ) Transaction and other costs (5,268 ) Gain on divestiture $ 6,267 Under the terms of its agreement with Chiesi, the Company will continue to pay third parties for the royalties on sales of PROCYSBI and QUINSAIR in the EMEA regions, and Chiesi will reimburse the Company for those royalties. At the date of divestiture, the Company recorded an asset of $27.1 million to “other assets”, which represented the estimated amounts that are expected to be reimbursed from Chiesi for the PROCYSBI and QUINSAIR royalties. These estimated royalties are accrued in “accrued expenses” and “other long-term liabilities”. Transaction and other costs primarily relate to professional and license fees attributable to the divestiture. Licensing Agreement On December 12, 2017, the Company entered into an agreement to license HZN-003 (formerly MEDI4945), a potential next-generation biologic for uncontrolled gout, from MedImmune LLC (“MedImmune”), the global biologics research and development arm of the AstraZeneca Group. HZN-003 is a pre-clinical, genetically engineered uricase derivative with optimized uricase and optimized PEGylation technology that has the potential to improve the response rate to the biologic as well as the potential for subcutaneous dosing. Under the terms of the agreement, the Company agreed to pay MedImmune an upfront cash payment of $12.0 million with additional potential future milestone payments of up to $153.5 million contingent on the satisfaction of certain development and sales thresholds. The $12.0 million upfront payment was accounted for as the acquisition of an asset and was recorded as “research and development” expenses in the consolidated statement of comprehensive loss during the year ended December 31, 2017 and included in “accrued expenses” as of December 31, 2017. The upfront payment was subsequently paid in January 2018. |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Inventories | NOTE 5 – INVENTORIES Inventories are stated at the lower of cost or net realizable value. Inventories consist of raw materials, work-in-process and finished goods. The Company has entered into manufacturing and supply agreements for the manufacture of finished goods or the 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 December 31, 2018 and 2017 consisted of the following (in thousands): As of December 31, 2018 2017 Raw materials $ 5,092 $ 4,553 Work-in-process 27,068 27,589 Finished goods 18,591 29,513 Inventories, net $ 50,751 $ 61,655 Finished goods at December 31, 2017 included $17.0 million of stepped-up KRYSTEXXA inventory. During the year ended December 31, 2018, the Company recorded the remaining $17.0 million of KRYSTEXXA inventory step-up expense to cost of goods sold. During the year ended December 31, 2017, the Company recorded $78.3 million of KRYSTEXXA inventory step-up expense, and $40.8 million of PROCYSBI and QUINSAIR inventory step-up expense. In addition, during the year ended December 31, 2017, the Company recorded $3.2 million of inventory step-up expense to “gain on divestiture” relating to PROCYSBI and QUINSAIR in connection with the Chiesi divestiture in June 2017. KRYSTEXXA inventory step-up was fully expensed by March 31, 2018. As a result, the costs of goods sold related to KRYSTEXXA have decreased significantly beginning with the second quarter of 2018 to levels consistent with the historical costs of goods sold before the Company’s acquisition of Crealta Holdings LLC. Because inventory step-up expense is acquisition-related, will not continue indefinitely and has a significant effect on the Company’s gross profit, gross margin percentage and net income (loss) for all affected periods, the Company discloses balance sheet and income statement amounts related to inventory step-up within the notes to the consolidated financial statements. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2018 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | NOTE 6 – PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets as of December 31, 2018 and 2017 consisted of the following (in thousands): As of December 31, 2018 2017 Deferred charge for taxes on intra-company profit $ 21,734 $ 535 Rabbi trust assets 8,203 6,490 Prepaid income taxes 5,899 8 Medicine samples inventory 4,539 11,415 Other prepaid expenses and other current assets 30,453 24,954 Prepaid expenses and other current assets $ 70,828 $ 43,402 |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | NOTE 7 – PROPERTY AND EQUIPMENT Property and equipment as of December 31, 2018 and 2017 consisted of the following (in thousands): As of December 31, 2018 2017 Software $ 14,843 $ 14,956 Leasehold improvements 9,982 9,415 Machinery and equipment 4,800 4,819 Computer equipment 2,485 2,235 Other 2,501 2,508 34,611 33,933 Less accumulated depreciation (19,197 ) (13,672 ) Construction in process 4,687 144 Property and equipment, net $ 20,101 $ 20,405 Depreciation expense for the years ended December 31, 2018, 2017 and 2016 was $6.1 million, $6.6 million and $5.0 million, respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | NOTE 8 – GOODWILL AND INTANGIBLE ASSETS Goodwill The gross carrying amount of goodwill as of December 31, 2018 and 2017 was as follows (in thousands): Balance at December 31, 2016 $ 445,579 Goodwill derecognized on Chiesi divestiture (16,285 ) Adjustment relating to the acquisition of Raptor in 2016 (2,853 ) Balance at December 31, 2017 and 2018 426,441 During the year ended December 31, 2017, in connection with the Chiesi divestiture, the Company recorded a reduction to goodwill of $16.3 million. See Note 4 for further details. During the year ended December 31, 2017, the Company recorded measurement period adjustments in connection with the acquisition of Raptor Pharmaceutical Corp. (“Raptor”) related to deferred tax liabilities, accrued trade discounts and rebates and accrued expenses, which resulted in a net decrease in goodwill of $2.9 million. As of December 31, 2018, there were no accumulated goodwill impairment losses. As discussed in Note 13, during the second quarter of 2018, management realigned the Company’s reportable segments to reflect changes in the manner in which the CODM assesses financial information for decision-making purposes. This resulted in a change in the Company’s operating segment and reporting units. The Company allocated goodwill to its new reporting units using a relative fair value approach. In addition, the Company completed an assessment of any potential goodwill impairment for all reporting units immediately prior to the allocation and determined that no impairment existed. The table below presents goodwill for the Company’s reportable segments as of December 31, 2018 (in thousands): Orphan and Rheumatology Primary Care Total Goodwill $ 371,883 $ 54,558 $ 426,441 Intangible Assets As of December 31, 2018, the Company’s finite-lived intangible assets consisted of developed technology related to ACTIMMUNE, BUPHENYL/AMMOMAPS, KRYSTEXXA, LODOTRA, MIGERGOT, PENNSAID 2%, PROCYSBI, RAVICTI, RAYOS and VIMOVO, as well as customer relationships for ACTIMMUNE. During the year ended December 31, 2018, in connection with the Immedica transaction, the Company recorded a reduction in the net book value of developed technology related to RAVICTI and AMMONAPS of $4.4 million. See Note 4 for further details. During the year ended December 31, 2017, in connection with the Chiesi divestiture, the Company recorded a reduction in the net book value of developed technology related to PROCYSBI of $47.3 million. See Note 4 for further details. 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. During the year ended December 31, 2018, the Company recorded an impairment of $37.9 million to fully write off the book value of developed technology related to PROCYSBI in Canada and Latin America due primarily to lower anticipated future net sales based on a Patented Medicine Prices Review Board review. The fair value of developed technology was determined using an income approach. The Company also recorded an impairment of $10.6 million during the year ended December 31, 2018, to fully write off the book value of developed technology related to LODOTRA as result of amendments to its license and supply agreements with Jagotec AG and Skyepharma AG, which are affiliates of Vectura. Under these amendments, effective January 1, 2019, the Company agreed to transfer all economic benefits of LODOTRA in Europe to Vectura during an initial transition period, with full rights transferring to Vectura when certain transfer activities have been completed. The Company will no longer record LODOTRA revenue from January 1, 2019. The fair value of developed technology was determined using an income approach During the course of preparing the consolidated financial statements for the year ended December 31, 2018, the Company identified an error in the measurement of the contingent royalty liability calculation pertaining to the royalty end date for one of its medicines. The revision resulted in certain adjustments to the consolidated financial statements as of and for the years ended December 31, 2017 and December 31, 2016, and the revised amounts are presented below. See Note 1 for further details of this error and the related revisions. Intangible assets as of December 31, 2018 and December 31, 2017 consisted of the following (in thousands): As of December 31, 2018 2017 Cost Basis Impairment Accumulated Amortization Net Book Value Cost Basis Accumulated Amortization Net Book Value Developed technology $ 3,104,468 $ (48,451 ) $ (935,421 ) $ 2,120,596 $ 3,113,695 $ (671,403 ) $ 2,442,292 Customer relationships 8,100 — (3,470 ) 4,630 8,100 (2,659 ) 5,441 Total intangible assets $ 3,112,568 $ (48,451 ) $ (938,891 ) $ 2,125,226 $ 3,121,795 $ (674,062 ) $ 2,447,733 Amortization expense for the years ended December 31, 2018, 2017 and 2016 was $269.6 million, $276.6 million and $216.7 million, respectively. As of December 31, 2018, estimated future amortization expense was as follows (in thousands): 2019 $ 251,901 2020 251,205 2021 243,699 2022 242,428 2023 241,775 Thereafter 894,218 Total $ 2,125,226 |
Other Assets
Other Assets | 12 Months Ended |
Dec. 31, 2018 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Other Assets | NOTE 9 - OTHER ASSETS Included in other assets at December 31, 2018 and 2017, was $17.4 million and $24.6 million, respectively, which represents the long-term portion of the estimated amounts that are expected to be reimbursed from Chiesi for PROCYSBI and QUINSAIR royalties. |
Accrued Expenses
Accrued Expenses | 12 Months Ended |
Dec. 31, 2018 | |
Accrued Expenses [Member] | |
Accrued Liabilities / Expenses | NOTE 10 – ACCRUED EXPENSES Accrued expenses as of December 31, 2018 and 2017 consisted of the following (in thousands): As of December 31, 2018 2017 Payroll-related expenses $ 78,555 $ 56,338 Allowances for returns 39,041 37,863 Consulting and professional services 35,799 27,542 Accrued interest 13,196 14,127 Accrued upfront payment related to license agreement — 12,000 Accrued other 39,002 27,827 Accrued expenses $ 205,593 $ 175,697 During the year ended December 31, 2017, the Company entered into an agreement to license HZN-003 from MedImmune. Under the terms of the agreement, the Company agreed to pay MedImmune an upfront cash payment of $12.0 million, which was recorded as “research and development” expenses in the consolidated statement of comprehensive loss during the year ended December 31, 2017 and was included in “accrued expenses” as of December 31, 2017. Accrued other as of December 31, 2018 and 2017 included $1.7 million and $2.1 million, respectively, related to a loss on inventory purchase commitments. |
Accrued Trade Discounts and Reb
Accrued Trade Discounts and Rebates | 12 Months Ended |
Dec. 31, 2018 | |
Accrued Trade Discounts and Rebates [Member] | |
Valuation And Qualifying Accounts Disclosure [Line Items] | |
Accrued Liabilities / Expenses | NOTE 11 – ACCRUED TRADE DISCOUNTS AND REBATES Accrued trade discounts and rebates as of December 31, 2018 and 2017 consisted of the following (in thousands): As of December 31, 2018 2017 Accrued commercial rebates and wholesaler fees $ 153,083 $ 190,215 Accrued co-pay and other patient assistance 179,463 230,533 Accrued government rebates and chargebacks 125,217 81,005 Accrued trade discounts and rebates $ 457,763 $ 501,753 Invoiced commercial rebates and wholesaler fees, co-pay and other patient assistance, and government rebates and chargebacks in accounts payable 3,666 15,042 Total customer-related accruals and allowances $ 461,429 $ 516,795 The following table summarizes changes in the Company’s customer-related accruals and allowances during the years ended December 31, 2018 and 2017 (in thousands): Wholesaler Fees Co-Pay and Government and Commercial Other Patient Rebates and Rebates Assistance Chargebacks Total Balance at December 31, 2016 $ 47,651 $ 205,143 $ 61,592 $ 314,386 Measurement period adjustment — — (1,350 ) (1,350 ) Current provisions relating to sales during the year ended December 31, 2017 635,919 1,907,669 331,559 2,875,147 Adjustments relating to prior-year sales 5,580 (59 ) (4,905 ) 616 Payments relating to sales during the year ended December 31, 2017 (445,621 ) (1,675,344 ) (237,574 ) (2,358,539 ) Payments relating to prior-year sales (53,044 ) (205,084 ) (55,337 ) (313,465 ) Balance at December 31, 2017 $ 190,485 $ 232,325 $ 93,985 $ 516,795 Current provisions relating to sales during the year ended December 31, 2018 590,316 1,970,714 411,449 2,972,479 Adjustments relating to prior-year sales (667 ) (374 ) (14,787 ) (15,828 ) Payments relating to sales during the year ended December 31, 2018 (436,871 ) (1,791,252 ) (283,124 ) (2,511,247 ) Payments relating to prior-year sales (189,818 ) (231,951 ) (79,001 ) (500,770 ) Balance at December 31, 2018 $ 153,445 $ 179,462 $ 128,522 $ 461,429 |
Accrued Royalties
Accrued Royalties | 12 Months Ended |
Dec. 31, 2018 | |
Accrued Royalties [Member] | |
Accrued Liabilities / Expenses | NOTE 12 – ACCRUED ROYALTIES Changes to the liability for royalties for medicines acquired through business combinations during the years ended December 31, 2018 and 2017 consisted of the following (in thousands): Balance as of December 31, 2016 $ 331,175 Accrued royalties - current portion as of December 31, 2016 61,981 Accrued royalties, net of current as of December 31, 2016 269,194 Reclassification to other long-term liabilities (5,233 ) Remeasurement of royalty liabilities 13,004 Royalty payments (45,739 ) Accretion expense 51,127 Other royalty expense 310 Balance as of December 31, 2017 $ 344,644 Accrued royalties - current portion as of December 31, 2017 65,328 Accrued royalties, net of current as of December 31, 2017 279,316 Remeasurement of royalty liabilities (3,383 ) Royalty payments (51,873 ) Accretion expense 59,282 Other royalty expense 67 Balance as of December 31, 2018 $ 348,737 Accrued royalties - current portion as of December 31, 2018 63,363 Accrued royalties, net of current as of December 31, 2018 $ 285,374 During the year ended December 31, 2018, the Company recorded a reduction of $3.4 million to “cost of goods sold” related to the remeasurement of contingent royalty liabilities. This was composed of a reduction of $20.8 million related to certain of its other medicines as a result of updated estimates of future sales of these medicines (primarily composed of $16.9 million, $2.0 million and $1.9 million related to RAVICTI, PROCYSBI and ACTIMMUNE, respectively) and a reduction of $1.9 million to “selling, general and administrative” expenses related to MIGERGOT as a result of updated estimates of future sales of this medicine, partially offset by a charge of $19.3 million based on higher estimated future sales of KRYSTEXXA versus the Company’s previous expectations. During the year ended December 31, 2017, based on higher sales of certain of the Company’s medicines versus its previous expectations and estimates for future sales of these medicines, the Company recorded total charges of $55.9 million and $0.6 million to “cost of goods sold” and “selling, general and administrative” expenses, respectively, (primarily composed of $31.7 million and $24.2 million related to KRYSTEXXA and RAVICTI, respectively). The Company also recorded a reduction of $43.5 million to cost of goods sold related to certain of its other medicines as a result of updated estimates of future sales of these medicines (primarily composed of $23.2 million, $11.7 million and $7.0 million related to PROCYSBI, VIMOVO and ACTIMMUNE, respectively). During the course of preparing the consolidated financial statements for the year ended December 31, 2018, the Company identified an error in the measurement of the contingent royalty liability calculation pertaining to the royalty end date for one of its medicines. The revision resulted in certain adjustments to the consolidated financial statements as of and for the years ended December 31, 2017 and December 31, 2016, and the revised amounts are presented above. See Note 1 for further details of this error and the related revisions. |
Segment and Other Information
Segment and Other Information | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Segment and Other Information | NOTE 13 – SEGMENT AND OTHER INFORMATION Effective as of the second quarter of 2018, management realigned the Company’s reportable segments to reflect changes in the manner in which the CODM assesses financial information for decision-making purposes. This realignment resulted in the Company changing its reporting from one operating segment to two operating segments. All prior year amounts have been presented using the Company’s current reporting structure. The Company has two The orphan and rheumatology segment includes the marketed medicines ACTIMMUNE, BUPHENYL/AMMONAPS, KRYSTEXXA, PROCYSBI, QUINSAIR, RAVICTI and RAYOS/LODOTRA. The primary care segment consists of four marketed medicines, including DUEXIS, MIGERGOT, PENNSAID 2% and VIMOVO. Management structured the business into two segments to improve operating and resource allocation decisions to align with the Company’s long-term strategic goal of transforming into a leading rare disease medicine company. The Company’s CODM evaluates the financial performance of the Company’s segments based upon segment operating income. Segment operating income is defined as income (loss) before (expense) benefit for income taxes adjusted for the items set forth in the reconciliation below. Items below income from operations are not reported by segment, since they are excluded from the measure of segment profitability reviewed by the Company’s CODM. Additionally, certain expenses are not allocated to a segment. The Company does not report balance sheet information by segment as no balance sheet by segment is reviewed by the Company’s CODM. The accounting policy for the Company’s segments is described in Note 2 . The following table reflects net sales by medicine for the Company’s reportable segments (in thousands): Year Ended December 31, 2018 2017 2016 KRYSTEXXA $ 258,920 $ 156,483 $ 91,102 RAVICTI 226,650 193,918 151,532 PROCYSBI 154,895 137,740 25,268 ACTIMMUNE 105,563 110,993 104,624 RAYOS 61,067 52,125 47,356 BUPHENYL 21,810 20,792 16,879 LODOTRA 2,067 5,393 4,193 QUINSAIR 504 3,442 1,039 Orphan and Rheumatology segment net sales $ 831,476 $ 680,886 $ 441,993 PENNSAID 2% 190,206 191,050 304,433 DUEXIS 114,672 121,161 173,728 VIMOVO 67,646 57,666 121,315 MIGERGOT 3,570 5,468 4,651 Primary Care segment net sales $ 376,094 $ 375,345 $ 604,127 Litigation settlement — — (65,000 ) Total net sales $ 1,207,570 $ 1,056,231 $ 981,120 The table below provides reconciliations of the Company’s segment operating income to the Company’s total loss before benefit for income taxes (in thousands): Year Ended December 31, 2018 2017 2016 Segment operating income: Orphan and Rheumatology $ 290,014 $ 241,135 $ 124,779 Primary Care 160,447 149,133 347,968 Reconciling items: Amortization, accretion and step-up: Intangible amortization expense (269,603 ) (276,613 ) (216,703 ) Accretion of royalty liabilities (59,565 ) (51,263 ) (40,616 ) Inventory step-up expense (17,312 ) (119,151 ) (71,137 ) Interest expense, net (121,692 ) (126,523 ) (86,610 ) Share-based compensation (114,860 ) (121,553 ) (114,144 ) Impairment of long-lived assets (50,302 ) (22,270 ) (71,260 ) Restructuring and realignment costs (15,350 ) (4,883 ) — Acquisition/divestiture-related costs (6,815 ) (177,035 ) (52,874 ) Depreciation (6,126 ) (6,631 ) (4,962 ) Litigation settlements (5,750 ) — (65,000 ) Drug substance harmonization costs (2,855 ) (10,651 ) — Fees relating to term loan refinancing (937 ) (5,220 ) — Foreign exchange loss (192 ) (260 ) (1,005 ) Upfront and milestone payments related to license agreements (90 ) (12,186 ) (2,000 ) Gain on divestiture — 6,267 — Loss on debt extinguishment — (978 ) — Other income, net 346 588 6,697 Charges relating to discontinuation of Friedreich's ataxia program 1,464 (239 ) (18,253 ) Remeasurement of royalties for medicines acquired through business combinations 3,383 (13,004 ) 713 Gain on sale of assets 42,688 — — Royalties for medicines acquired through business combinations 53,961 47,003 37,593 Loss before benefit for income taxes $ (119,146 ) $ (504,334 ) $ (226,814 ) The following table presents the amount and percentage of gross sales from customers that represented more than 10% of the Company’s gross sales included in its two reportable segments, and all other customers as a group (in thousands, except percentages): Year ended December 31, 2018 2017 2016 Amount % of Gross Sales Amount % of Gross Sales Amount % of Gross Sales Customer A $ 1,553,333 36% $ 1,165,591 29% $ 667,031 20% Customer B 1,011,996 24% 1,205,268 30% 1,413,774 44% Customer C 526,398 12% 567,583 14% 355,920 11% Customer D 458,074 11% 16,304 0% — 0% Other Customers 714,652 17% 1,103,093 27% 797,463 25% Gross Sales $ 4,264,453 100% $ 4,057,839 100% $ 3,234,188 100% Geographic revenues are determined based on the country in which the Company’s customers are located. The following table presents a summary of net sales attributed to geographic sources (in thousands, except percentages): Year Ended December 31, Year Ended December 31, Year Ended December 31, 2016 Amount % of Total Net Sales Amount % of Total Net Sales Amount % of Total Net Sales United States $ 1,186,519 98% $ 1,026,527 97% $ 964,041 98% Rest of world 21,051 2% 29,704 3% 17,079 2% Total net sales $ 1,207,570 $ 1,056,231 $ 981,120 The following table presents total tangible long-lived assets by location (in thousands): As of December 31, 2018 2017 United States $ 17,107 $ 17,089 Other 2,994 3,316 Total long-lived assets (1) $ 20,101 $ 20,405 (1) Long-lived assets consist of property and equipment. |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 14 – FAIR VALUE MEASUREMENTS The following tables and paragraphs set forth the Company’s financial instruments that are measured at fair value on a recurring basis within the fair value hierarchy. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. The following describes three levels of inputs that may be used to measure fair value: Level 1 —Observable inputs such as quoted prices in active markets for identical assets or liabilities. Level 2 —Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 —Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company utilizes the market approach to measure fair value for its money market funds. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. As of December 31, 2017, 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 and other long-term liabilities recorded at fair value on a recurring basis are composed of investments held in a rabbi trust and the related deferred liability for deferred compensation arrangements. Quoted prices for this investment, primarily in mutual funds, are available in active markets. Thus, the Company’s investments related to deferred compensation arrangements and the related long-term liability are classified as Level 1 measurements in the fair value hierarchy. Assets and liabilities measured at fair value on a recurring basis The following tables set forth the Company’s financial assets and liabilities at fair value on a recurring basis as of December 31, 2018 and 2017 (in thousands): December 31, 2018 Level 1 Level 2 Level 3 Total Assets: Bank time deposits $ — $ 6,500 $ — $ 6,500 Money market funds 915,800 — — 915,800 Other current assets 8,203 — — 8,203 Total assets at fair value $ 924,003 $ 6,500 $ — $ 930,503 Liabilities: Other long-term liabilities (8,203 ) — — (8,203 ) Total liabilities at fair value $ (8,203 ) $ — $ — $ (8,203 ) December 31, 2017 Level 1 Level 2 Level 3 Total Assets: Bank time deposits $ — $ 3,000 $ — $ 3,000 Money market funds 687,000 — — 687,000 Other current assets 6,490 — — 6,490 Total assets at fair value $ 693,490 $ 3,000 $ — $ 696,490 Liabilities: Other long-term liabilities (6,490 ) — — (6,490 ) Total liabilities at fair value $ (6,490 ) $ — $ — $ (6,490 ) |
Debt Agreements
Debt Agreements | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt Agreements | NOTE 15 – DEBT AGREEMENTS The Company’s outstanding debt balances as of December 31, 2018 and 2017 consisted of the following (in thousands): As of December 31, 2018 2017 Term Loan Facility $ 818,026 $ 845,750 2023 Senior Notes 475,000 475,000 2024 Senior Notes 300,000 300,000 Exchangeable Senior Notes 400,000 400,000 Total face value 1,993,026 2,020,750 Debt discount (87,038 ) (108,054 ) Deferred financing fees (9,304 ) (11,041 ) Total long-term debt 1,896,684 1,901,655 Less: long-term debt - current portion — (10,625 ) Long-term debt, net of current portion $ 1,896,684 $ 1,891,030 Scheduled maturities with respect to the Company’s long-term debt are as follows (in thousands): 2019 $ — 2020 5,080 2021 6,774 2022 406,774 2023 481,774 Thereafter 1,092,624 Total $ 1,993,026 Term Loan Facility On October 19, 2018, Horizon Pharma, Inc. (“HPI”) The October 2018 Refinancing Loans were incurred as a separate new class of term loans under the Credit Agreement with substantially the same terms as the previously outstanding senior secured term loans incurred on October 23, 2017 under the October 2017 Credit Agreement (the “October 2017 Refinancing Loans”) to effectuate a repricing of the October 2017 Refinancing Loans. The Borrowers used the proceeds of the October 2018 Refinancing Loans to repay the October 2017 Refinancing Loans, which totaled approximately $818.0 million. The October 2018 Refinancing Loans bear interest, at HPUSA’s option, at a rate equal to either the London Inter-Bank Offered Rate (“LIBOR”) plus an applicable margin of 3.00% per year (subject to a LIBOR floor of 1.00%), or the adjusted base rate plus 2.00% per year. The adjusted base rate is defined as the greatest of (a) LIBOR (using one-month interest period) plus 1.00%, (b) the prime rate, (c) the federal funds rate plus 0.50%, and (d) 2.00%. The applicable margins will be reduced by 0.25% if the Company’s leverage ratio is less than or equal to 3.50 to 1.00. The Credit Agreement provides for (i) the October 2018 Refinancing Loans, (ii) one or more uncommitted additional incremental loan facilities subject to the satisfaction of certain financial and other conditions, and (iii) one or more uncommitted refinancing loan facilities with respect to loans thereunder. The Credit Agreement allows for the Company and certain of its subsidiaries to become borrowers under incremental or refinancing facilities. The obligations under the Credit Agreement (including obligations in respect of the October 2018 Refinancing Loans) and any swap obligations and cash management obligations owing to a lender (or an affiliate of a lender) thereunder are guaranteed by the Company and each of the Company’s existing and subsequently acquired or formed 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 (including obligations in respect of the October 2018 Refinancing Loans) 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 HPUSA and the guarantors, except for certain customary excluded assets, and (ii) all of the capital stock owned by HPUSA and guarantors thereunder (limited, in the case of the stock of certain non-U.S. subsidiaries of HPUSA, to 65% of the capital stock of such subsidiaries). HPUSA and the guarantors under the Credit Agreement are individually and collectively referred to herein as a “Loan Party” and the “Loan Parties,” as applicable. The Company elected to exercise its reinvestment rights under the mandatory prepayment provisions of the March 2017 Credit Agreement with respect to the net proceeds from the Chiesi divestiture. To the extent the Company had not applied such net proceeds to permitted acquisitions (including the acquisition of rights to products and products lines) and/or the acquisition of capital assets within 365 days of the receipt thereof (or committed to so apply and then applied within 180 days after the end of such 365-day period), the Company was required to make a mandatory prepayment under the March 2017 Credit Agreement in an amount equal to the unapplied net proceeds. In June 2018, the Company repaid $23.5 million under the mandatory prepayment provisions of the March 2017 Credit Agreement. Additionally, the Company elected to exercise its reinvestment rights under the mandatory prepayment provisions of the Credit Agreement with respect to the net proceeds from the IMUKIN sale and the Immedica transaction. To the extent the Company does not apply such net proceeds to permitted acquisitions (including the acquisition of rights to products and products lines) and/or the acquisition of capital assets within 365 days of the receipt of proceeds from the Immedica transaction (or commit to so apply and then apply within 180 days after the end of such 365-day period), the Borrowers under the Credit Agreement would be required to make a mandatory prepayment under the Credit Agreement in an amount equal to the unapplied net proceeds. Until such time, the net proceeds are not legally restricted for use. HPUSA is permitted to make voluntary prepayments of the loans under the Credit Agreement at any time without payment of a premium, except that with respect to the October 2018 Refinancing Loans, a 1.00% premium will apply to a repayment of the October 2018 Refinancing Loans in connection with a repricing of, or any amendment to the Credit Agreement in a repricing of, such loans effected on or prior to the date that is six months following October 19, 2018. HPUSA is required to make mandatory prepayments of loans under the Credit Agreement (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) 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 or 1.75:1, respectively). The October 2018 Refinancing Loans are amortized in equal quarterly installments that began on December 31, 2018, in an aggregate annual amount equal to 1.00% of the original principal amount of the October 2017 Refinancing Loans (i.e. $845.8 million), as the same may be reduced from time to time pursuant to the Credit Agreement (including by prepayments made prior to the date of the October 2018 Refinancing Amendment), with any remaining balance payable on March 29, 2024, the final maturity date of the October 2018 Refinancing Loans. 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. Events of default under the Credit Agreement include: (i) the failure by any Borrower to timely make payments due under the Credit Agreement; (ii) material misrepresentations or misstatements in any representation or warranty by any Loan Party when made; (iii) failure by any Loan Party to comply with the covenants under the Credit Agreement and other related agreements; (iv) certain defaults under a specified amount of other indebtedness of the Company or its subsidiaries; (v) insolvency or bankruptcy-related events with respect to the Company or any of its material subsidiaries; (vi) certain undischarged judgments against the Company or any of its restricted subsidiaries; (vii) certain ERISA-related events reasonably expected to have a material adverse effect on the Company and its restricted subsidiaries taken as a whole; (viii) certain security interests or liens under the loan documents ceasing to be, or being asserted by the Company or its restricted subsidiaries not to be, in full force and effect; (ix) any loan document or material provision thereof ceasing to be, or any challenge or assertion by any Loan Party that such loan document or material provision is not, in full force and effect; and (x) the occurrence of a change of control. If one or more events of default occurs and continues beyond any applicable cure period, the administrative agent may, with the consent of the lenders holding a majority of the loans and commitments under the facilities, or will, at the request of such lenders, terminate the commitments of the lenders to make further loans and declare all of the obligations of the Loan Parties under the Credit Agreement to be immediately due and payable. The interest on the Company’s 2018 Term Loan Facility is variable and as of December 31, 2018, the interest rate on the 2018 Term Loan Facility was 5.56% and the effective interest rate was 5.74%. As of December 31, 2018, the fair value of the amounts outstanding under the 2018 Term Loan Facility was approximately $779.2 million, categorized as a Level 2 instrument, as defined in Note 14. 2023 Senior Notes On April 29, 2015, Horizon Pharma Financing Inc. (“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 of 1933, as amended (the “Securities Act”), and in offshore transactions to non-U.S. persons in reliance on Regulation S under the Securities Act. The net proceeds from the offering of the 2023 Senior Notes were approximately $462.3 million, after deducting the initial purchasers’ discount and offering expenses payable by Horizon Financing. In connection with the closing of the acquisition of Hyperion Therapeutics, Inc. (“Hyperion”) on May 7, 2015, Horizon Financing merged with and into HPI and on October 31, 2018, HPI merged with and into HPUSA. As a result, the 2023 Senior Notes became the general unsecured senior obligations of HPUSA, which was previously a guarantor under the 2023 Senior Notes. The obligations under the 2023 Senior Notes are fully and unconditionally guaranteed on a senior unsecured basis by the Company and all of the Company’s direct and indirect subsidiaries that are guarantors from time to time under the Credit Agreement. 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 repurchased or redeemed. 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. 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, HPUSA 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, HPUSA 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, HPUSA 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 governing the 2023 Senior Notes As of December 31, 2018, the interest rate on the 2023 Senior Notes was 6.625% and the effective interest rate was 6.68%. As of December 31, 2018, the fair value of the 2023 Senior Notes was approximately $461.9 million, categorized as a Level 2 instrument, as defined in Note 14. 2024 Senior Notes On October 25, 2016, HPI and HPUSA (together, in such capacity, the “2024 Issuers”) The net proceeds from the offering of the 2024 Senior Notes were approximately $291.9 million, after deducting the initial purchasers’ discount and offering expenses payable by the 2024 Issuers. On October 31, 2018, HPI merged with and into HPUSA, and as a result, HPI’s obligations as co-issuer under the 2024 Senior Notes became HPUSA’s general unsecured senior obligations. The obligations under the 2024 Senior Notes are HPUSA’s general unsecured senior obligations and are fully and unconditionally guaranteed on a senior unsecured basis by the Company and all of the Company’s direct and indirect subsidiaries that are guarantors from time to time under the Credit Agreement. The Company used the net proceeds from the offering of the 2024 Senior Notes as well as $375.0 million principal amount of senior secured term loans under the Company’s term loan facility to fund a portion of the acquisition of Raptor, repay Raptor’s outstanding debt, and pay any prepayment premiums, fees and expenses in connection with the foregoing. The 2024 Senior Notes accrue interest at an annual rate of 8.750% payable semiannually in arrears on May 1 and November 1 of each year, beginning on May 1, 2017. The 2024 Senior Notes will mature on November 1, 2024, unless earlier repurchased or redeemed. Except as described below, the 2024 Senior Notes may not be redeemed before November 1, 2019. Thereafter, some or all of the 2024 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 November 1, 2019, some or all of the 2024 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 November 1, 2019, up to 35% of the aggregate principal amount of the 2024 Senior Notes may be redeemed at a redemption price of 108.75% of the aggregate principal amount thereof, plus accrued and unpaid interest, with the net proceeds of certain equity offerings. In addition, the 2024 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 2024 Senior Notes, HPUSA 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, HPUSA will be required to make an offer to purchase all of the 2024 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, HPUSA will be required under certain circumstances to make an offer to purchase the 2024 Senior Notes at 100% of the principal amount thereof, plus accrued and unpaid interest to the repurchase date. The indenture governing the 2024 Senior Notes contains covenants that limit the ability of the Company and its restricted subsidiaries to, among other things, pay dividends or distributions, repurchase equity, prepay junior debt and make certain investments, incur additional debt and issue certain preferred stock, incur liens on assets, engage in certain asset sales, merge, consolidate with or merge or sell all or substantially all of their assets, enter into transactions with affiliates, designate subsidiaries as unrestricted subsidiaries, and allow to exist certain restrictions on the ability of restricted subsidiaries to pay dividends or make other payments to the Company. Certain of the covenants will be suspended during any period in which the notes receive investment grade ratings. The indenture also includes customary events of default. As of December 31, 2018, the interest rate on the 2024 Senior Notes was 8.750% and the effective interest rate was 9.20%. As of December 31, 2018, the fair value of the 2024 Senior Notes was approximately $307.5 million, categorized as a Level 2 instrument, as defined in Note 14. 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 certain 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 twenty trading days whether or not consecutive) during any thirty 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 December 31, 2018, 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 ASC Topic 470-20, Debt with Conversion and Other Options, As of December 31, 2018, the interest rate on the Exchangeable Senior Notes was 2.50% and the effective interest rate was 8.88%. As of December 31, 2018, the fair value of the Exchangeable Senior Notes was approximately $396.5 million, categorized as a Level 2 instrument, as defined in Note 14. |
Other Long-Term Liabilities
Other Long-Term Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Other Liabilities Disclosure [Abstract] | |
Other Long-Term Liabilities | NOTE 16 – OTHER LONG-TERM LIABILITIES Included in other long-term liabilities at December 31, 2018 and 2017, is $19.9 million and $26.4 million, respectively, representing the long-term portion of the contingent liability for royalties potentially payable on sales by Chiesi under agreements related to PROCYSBI and QUINSAIR. Other long-term liabilities at December 31, 2018 and 2017, included $5.4 million and $7.8 million, respectively, related to a loss on inventory purchase commitments. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 17 – COMMITMENTS AND CONTINGENCIES Lease Obligations The Company has the following office space 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, 2031 Novato, California (2) 61,000 August 31, 2021 Brisbane, California 20,100 November 19, 2019 Chicago, Illinois 9,200 December 31, 2028 Mannheim, Germany 4,800 December 31, 2020 Other 12,400 May 31, 2020 to September 15, 2022 (1) In connection with the Lake Forest lease, the Company has provided a $2.0 million letter of credit to the landlord, through a commercial bank. (2) In March 2017, the Company vacated an area of the office space in Novato, California and in March and April 2017, the Company entered into sublease arrangements for this space with third parties. The Company recognizes rent expense on a monthly basis over the lease term based on a straight-line method. Rent expense was $5.6 million, $6.4 million and $5.1 million for the years ended December 31, 2018, 2017 and 2016, respectively. As of December 31, 2018, minimum future cash payments due under lease obligations were as follows (in thousands): 2019 $ 6,228 2020 6,680 2021 5,788 2022 4,565 2023 4,442 Thereafter 36,696 Total $ 64,399 Purchase Commitments Patheon Pharmaceuticals Inc. (“Patheon”) is obligated to manufacture PROCYSBI for the Company through December 31, 2021. The Company must provide Patheon with rolling, non-binding forecasts of PROCYSBI, with a portion of the forecast being a firm written order. Cambrex Profarmaco Milano (“Cambrex”) is obligated to manufacture PROCYSBI active pharmaceutical ingredient (“API”) for the Company through November 2, 2020. The Company must provide Cambrex with rolling, non-binding forecasts, with a portion of the forecast being the minimum floor of the firm order that must be placed. At December 31, 2018, the Company had a binding purchase commitment with Patheon for PROCYSBI of $2.3 million, to be delivered through March 2019 and with Cambrex for PROCYSBI API of $1.6 million, to be delivered through December 2020. Under an agreement with Boehringer Ingelheim Biopharmaceuticals GmbH (“Boehringer Ingelheim Biopharmaceuticals”), Boehringer Ingelheim Biopharmaceuticals is required to manufacture and supply ACTIMMUNE and IMUKIN to the Company. Following the IMUKIN sale, purchases of IMUKIN inventory are expected to be onward sold to Clinigen. The Company is required to purchase minimum quantities of finished medicine during the term of the agreement, which term extends to at least June 30, 2024. As of December 31, 2018, the minimum binding purchase commitment to Boehringer Ingelheim Biopharmaceuticals was $25.7 million (converted using a Dollar-to-Euro exchange rate of 1.1466) through July 2024. As of December 31, 2018, the Company also committed to incur an additional $1.1 million for the harmonization of the drug substance manufacturing process with Boehringer Ingelheim Biopharmaceuticals. Under the Company’s agreement with Bio-Technology General (Israel) Ltd (“BTG Israel”), the Company has agreed to purchase certain minimum annual order quantities and is obligated to purchase at least eighty percent of its annual world-wide bulk product requirements for KRYSTEXXA from BTG Israel. The term of the agreement runs until December 31, 2030, and will automatically renew for successive three year periods unless earlier terminated by either party upon three years’ prior written notice. The agreement may be terminated earlier by either party in the event of a force majeure, liquidation, dissolution, bankruptcy or insolvency of the other party, uncured material breach by the other party or after January 1, 2024, upon three years’ prior written notice. Under the agreement, i f the manufacture of the 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. Jagotec AG or its affiliates are required to manufacture and supply RAYOS exclusively to the Company in bulk. The earliest the agreement can expire is December 31, 2023, and the minimum purchase commitment is in force until December 2023. At December 31, 2018, the minimum purchase commitment based on tablet pricing in effect under the agreement was $4.8 million through December 2023. Additionally, purchase orders relating to the manufacture of RAYOS of $0.7 million were outstanding at December 31, 2018. Effective January 1, 2019, the Company amended its license and supply agreements with Jagotec AG and Skyepharma AG, which are affiliates of Vectura. Under these amendments, from the earlier of the completion of certain transfer activities related to the transfer of our rights to LODOTRA in Europe, or January 1, 2020, the Company will no longer be subject to a minimum purchase commitment in respect of the supply agreement with Jagotec AG. Nuvo Pharmaceuticals Inc. (formerly known as Nuvo Research Inc.) (“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 ninety 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 December 31, 2018, the Company had a binding purchase commitment with Nuvo for PENNSAID 2% of $2.6 million, to be delivered through March 2019. Sanofi-Aventis U.S. LLC (“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. The agreement term extends until May 2021 and automatically renews for successive two-year terms unless terminated by either party upon two years’ prior written notice. At December 31, 2018, the Company had a binding purchase commitment to Sanofi-Aventis U.S. for DUEXIS of $9.2 million, to be delivered through May 2019. Excluding the above, additional purchase orders and other commitments relating to the manufacture of RAVICTI, BUPHENYL, QUINSAIR, VIMOVO and MIGERGOT of $9.3 million were outstanding at December 31, 2018. Additionally, at December 31, 2018, the Company had a binding batch purchase commitments for teprotumumab of $5.5 million and a binding commitment related to process validation activities for teprotumumab of $1.8 million. Royalty and Milestone Agreements RAVICTI Under the terms of an asset purchase agreement with Bausch Health Companies Inc. (formerly Ucyclyd Pharma, Inc.) (“Bausch”), the Company is obligated to pay to Bausch mid to high single-digit royalties on its global net sales of RAVICTI. Under the terms of a license agreement with aul W. Brusilow, M.D. and Brusilow Enterprises (“Brusilow”), PROCYSBI Under the terms of an amended and restated license agreement with The Regents of the University of California, San Diego (“UCSD”), as amended, the Company is obligated to pay to UCSD tiered low to mid-single-digit royalties on its net sales of PROCYSBI, including a minimum annual royalty in an amount less than $0.1 million. The Company must also pay of any fees it receives from its sublicensees under the agreement that are not earned royalties. The Company may also be obligated to pay UCSD aggregate developmental milestone payments of $0.3 million and aggregate regulatory milestone payments of $1.8 million for each orphan indication, and aggregate developmental milestone payments of $0.8 million and aggregate regulatory milestone payments of $3.5 million for each non-orphan indication. ACTIMMUNE Under a license agreement, as amended, with Genentech Inc. (“Genentech”), who was the original developer of ACTIMMUNE, the Company is, or was, obligated to pay royalties to Genentech on its net sales of ACTIMMUNE as follows: • For the period from November 26, 2014 through May 5, 2018, a royalty in the 20% to 30% range for the first $3.7 million in net sales achieved in any calendar year and in the 1% to 9% range for all additional net sales in any year; and • From May 6, 2018, 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 Corporation (which was the predecessor parent company to InterMune Pharmaceuticals Inc. and is now part of GlaxoSmithKline), (“Connetics”), the Company is obligated to pay low single-digit royalties to Connetics on the Company’s net sales of ACTIMMUNE in the United States. BUPHENYL Under the terms of an amended and restated collaboration agreement with Bausch, the Company is obligated to pay to Bausch mid 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. In December 2018, the Company received FDA approval to expand the age range for the use of RAVICTI in the chronic management of UCDs in patients from birth to two months. As a result, this BUPHENYL royalty is no longer required beyond 2018. 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 royalty of between 5% and 15% 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 royalty of between 5% and 15% on any sublicense revenue outside of the United States. RAYOS and LODOTRA During the years ended December 31, 2018, 2017 and 2016, the Company was obligated to pay Vectura a mid-single digit percentage royalty on its adjusted gross sales of RAYOS and LODOTRA and on any sub-licensing income, which includes any payments not calculated based on the adjusted gross sales of RAYOS and LODOTRA, such as license fees, and lump sum and milestone payments. Under certain amendments to the Company’s license and supply agreements with Vectura, the royalty payable by the Company to Vectura in respect of RAYOS sales in North America is amended whereby, effective January 1, 2019, the Company will pay Vectura a mid-double-digit percentage royalty on its net sales, subject to a minimum royalty of $8 million per year, with the minimum royalty requirement expiring on December 31, 2022. In addition, under the amendments, the Company will no longer record LODOTRA revenue is no longer required to pay a royalty in respect of LODOTRA. VIMOVO The Company is required to pay Nuvo (formerly Aralez Pharmaceuticals Inc.) a ten percent 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 Nuvo’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 Nuvo 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. The royalty obligations described above are included in accrued royalties on the Company’s consolidated balance sheets. For all of the royalty agreements entered into by the Company, a total net expense of $66.6 million was recorded during the year ended December 31, 2018, of which an expense of $68.5 million was recorded in “cost of goods sold” and a reduction of $1.9 million was recorded to “selling, general and administrative” expenses in the consolidated statements of comprehensive loss. A total royalty expense of $73.5 million was recorded during the year ended December 31, 2017, of which $72.8 million was recorded in “cost of goods sold” and $0.7 million was recorded in “selling, general and administrative” expenses in the consolidated statements of comprehensive loss. During the year ended December 31, 2016, total royalty expense of $45.4 million, was recorded in cost of goods sold in the consolidated statements of comprehensive loss. Other Agreements On May 8, 2017, the Company acquired River Vision for upfront cash payments totaling approximately $150.3 million, including cash acquired of $6.3 million, and potential future milestone and royalty payments contingent on the satisfaction of certain regulatory milestones and sales thresholds. Under the agreement, the Company is required to pay up to $325.0 million upon the attainment of various milestones related to FDA approval and net sales thresholds. The agreement also includes a royalty payment of three percent of the portion of annual worldwide net sales exceeding $300.0 million (if any). Under a separate agreement, the Company is also required to pay up to CHF103.0 million upon the attainment of various milestones related to approval, filing and net sales thresholds. During the year ended December 31, 2017, CHF2.0 million was paid in relation to these milestones. The agreement also includes a royalty payment of between nine percent and twelve percent of the portion of annual worldwide net sales. On December 12, 2017, the Company entered into an agreement to license HZN-003 (formerly MEDI4945), a rheumatology pipeline program with the objective of enhancing the Company’s leadership position in the uncontrolled gout market, from MedImmune. Under the terms of the agreement, the Company paid MedImmune an upfront cash payment of $12.0 million. Under the license agreement, the Company is required to pay up to $153.5 million upon the attainment of various milestones linked to the initiation of clinical trials and the attainment of net sales thresholds, and royalties on net sales. 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, 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 continue to 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. 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 into, 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. The Company also has a director and officer insurance policy that enables it to recover a portion of any amounts paid for current and future potential claims. All of the Company’s officers and directors have also entered into separate indemnification agreements with HPUSA. |
Legal Proceedings
Legal Proceedings | 12 Months Ended |
Dec. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Legal Proceedings | NOTE 18 - LEGAL PROCEEDINGS RAVICTI On March 17, 2014, Hyperion received notice from Par Pharmaceutical, Inc. (“Par Pharmaceutical”) that it had filed an Abbreviated New Drug Application (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 patents covering RAVICTI are invalid and/or will not be infringed by Par Pharmaceutical’s manufacture, use or sale of the medicine for which the ANDA was submitted. Hyperion filed suit in the United States District Court for the Eastern District of Texas, Marshall Division, against Par Pharmaceutical on April 23, 2014, seeking an injunction to prevent the approval of Par Pharmaceutical’s ANDA and/or to prevent Par Pharmaceutical from selling a generic version of RAVICTI. The Company subsequently took over such patent litigation and has been engaged in ANDA litigation with Par Pharmaceutical in multiple venues. On September 4, 2015, the Company received notice from Lupin Limited of Lupin Limited’s Paragraph IV Patent Certification against two of the Company’s patents covering RAVICTI, advising that Lupin Limited had filed an ANDA with the FDA for a generic version of RAVICTI. On November 6, 2015, the Company also received notice of Lupin Limited’s Paragraph IV Patent Certification against another of the Company’s patents covering RAVICTI. On October 19, 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, and engaged in ANDA litigation with Lupin in multiple venues. On June 27, 2018, the Company and Lupin entered into a Settlement and License Agreement (“Lupin Settlement Agreement”) under which they agreed to file stipulations of dismissal with the District Courts regarding the district court litigation and a joint request for termination in the inter parte reviews (the “IPRs”). Lupin further agreed to withdraw from the appeal pending before the Federal Circuit Court of Appeals over U.S. Patent No. 9,095,559. The Lupin Settlement Agreement also provides for a full settlement and release by each party of all claims that relate to Lupin’s generic version of RAVICTI or the litigation, the IPRs or the appeal. Under the Lupin Settlement Agreement, the license entry date is July 1, 2026; however, Lupin may be able to enter the market earlier in certain circumstances. On September 17, 2018, the Company and Par Pharmaceutical entered into a Settlement and License Agreement (“Par Settlement Agreement”) under which they agreed to file stipulations of dismissal with the District Courts regarding the litigation and a joint request for termination in the IPRs. The Par Settlement Agreement also provides for a full settlement and release by each party of all claims that relate to Par Pharmaceutical’s generic version of RAVICTI or the litigation or the IPRs. Under the Par Settlement Agreement, the license entry date is July 1, 2025; however, Par Pharmaceutical may be able to enter the market earlier in certain circumstances. PENNSAID 2% On November 13, 2014, the Company received a Paragraph IV Patent Certification from Watson Laboratories, Inc., now known as Actavis Laboratories UT, Inc. (“Actavis UT”), advising that Actavis UT had filed an ANDA with the FDA for a generic version of PENNSAID 2%. On December 23, 2014, June 30, 2015, August 11, 2015 and September 17, 2015, the Company filed four separate suits against Actavis UT and Actavis plc (collectively “Actavis”), in the United States District Court for the District of New Jersey, with each of the suits seeking an injunction to prevent approval of the ANDA. The lawsuits alleged that Actavis has infringed nine of the Company’s patents covering PENNSAID 2% 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 (the “Orange Book”). These four suits were consolidated into a single suit. On October 27, 2015 and on February 5, 2016, the Company filed two additional suits against Actavis, in the United States District Court for the District of New Jersey, for patent infringement of three additional Company patents covering PENNSAID 2%. On August 17, 2016, the District Court issued a Markman Markman On August 18, 2016, the Company filed suit in the United States District Court for the District of New Jersey against Actavis for patent infringement of four of the Company’s newly issued patents covering PENNSAID 2%. All four of such patents are listed in the Orange Book. This litigation is currently stayed by agreement of the parties. The Company received from Actavis a Paragraph IV Patent Certification notice, dated September 27, 2016, against an additional newly issued patent covering PENNSAID 2%, advising that Actavis had filed an ANDA with the FDA for a generic version of PENNSAID 2%. The subject patent is listed in the Orange Book. On March 18, 2015, the Company received a Paragraph IV Patent Certification against seven of the Company’s patents covering PENNSAID 2% from Lupin, advising that Lupin had filed an ANDA with the FDA for a 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, seeking an injunction to prevent the approval of the ANDA, and engaged in ANDA litigation against Lupin in multiple venues. On May 30, 2018, the Company finalized settlement of the cases against Lupin and the cases were dismissed. Under the settlement agreement with Lupin, the license entry date is October 17, 2027; however, Lupin may be able to enter the market earlier in certain circumstances. Between April 2016 and April 2017, the Company received from Apotex Inc. four notices of Paragraph IV Patent Certification against eighteen of the Company’s patents covering PENNSAID 2%. All of the subject patents are listed in the Orange Book. DUEXIS On May 29, 2018, the Company received notice from Alkem Laboratories, Inc. (“Alkem”) that it had filed an ANDA with the FDA seeking approval for a generic version of DUEXIS. The ANDA contained a Paragraph IV Patent Certification alleging that the patents covering DUEXIS are invalid and/or will not be infringed by Alkem’s manufacture, use or sale of the medicine for which the ANDA was submitted. The Company filed suit in the United States District Court of Delaware against Alkem on July 9, 2018, seeking an injunction to prevent the approval of Alkem’s ANDA and/or to prevent Alkem from selling a generic version of DUEXIS. The litigation is scheduled for a bench trial beginning on September 14, 2020. On September 27, 2018, the Company received notice from Teva Pharmaceuticals USA, Inc. (“Teva”) that it had filed an ANDA with the FDA seeking approval for a generic version of DUEXIS. The ANDA contained a Paragraph IV Patent Certification alleging that the patents covering DUEXIS are invalid and/or will not be infringed by Teva’s manufacture, use or sale of the medicine for which the ANDA was submitted. VIMOVO Currently, patent litigation is pending in the United States District Court for the District of New Jersey and the Court of Appeals for the Federal Circuit against three generic companies intending to market VIMOVO prior to the expiration of certain of the Company’s patents listed in the Orange Book. 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; and (iii) Mylan Pharmaceuticals Inc., Mylan Laboratories Limited, and Mylan Inc. (collectively, “Mylan”). Patent litigation in the United States District Court for the District of New Jersey against a fourth generic company, Teva Pharmaceuticals Industries Limited (formerly known as Actavis Laboratories FL, Inc., which itself was formerly known as Watson Laboratories, Inc. – Florida) and Actavis Pharma, Inc. (collectively, “Actavis Pharma”), was dismissed on January 10, 2017, and the parties have concluded a Settlement Agreement. Under the Settlement Agreement with Actavis Pharma, the license entry date is January 1, 2025; however, Actavis Pharma may be able to enter the market earlier in certain circumstances. The Company understands that Dr. Reddy’s has entered into a settlement with AstraZeneca with respect to patent rights directed to Nexium ® 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 certain of the Company’s patents covering VIMOVO. The District Court consolidated all of the cases pending against Dr. Reddy’s, Lupin, Mylan and Actavis Pharma into two separate cases for purposes of discovery. The District Court entered final judgment for one of the consolidated cases on July 21, 2017, and both sides have appealed the District Court’s judgment to the Court of Appeals for the Federal Circuit. On November 19, 2018, the District Court granted Dr. Reddy’s and Mylan summary judgment ruling that U.S Patent Numbers 9,220,698 and 9,393,208 are invalid, and on January 21, 2019, it entered final judgment against the ‘698, ‘208, and U.S. Patent Number 8,945,621. Proceedings on all remaining patents are currently stayed. On August 24, 2017, Mylan filed a Petition for IPR of one of the Company’s patents covering VIMOVO. The Company filed its Preliminary Patent Owner Response on December 12, 2017. On March 8, 2018, the Patent Trial and Appeals Board (the “PTAB”) instituted Mylan’s Petition for IPR. On March 22, 2018, the Company filed a Request for Rehearing of the decision to institute IPR, which was denied by the PTAB on May 25, 2018. On April 6, 2018, Dr. Reddy’s filed a Petition for IPR of the same patent challenged by Mylan and a motion for joinder with Mylan’s IPR. The Company filed an opposition to Dr. Reddy’s motion for joinder on May 9, 2018. The parties are awaiting the PTAB’s decision regarding Dr. Reddy’s Petition. On December 4, 2017, Mylan filed a Petition for IPR of another of the Company’s patents covering VIMOVO. The PTAB instituted an IPR proceeding on Mylan’s Petition on June 14, 2018. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Shareholders' Equity | NOTE 19 – SHAREHOLDERS’ EQUITY During the year ended December 31, 2018, the Company issued an aggregate of 4.4 million of ordinary shares in connection with stock option exercises, the vesting of restricted stock units, employee share purchase plan purchases and the vesting of performance stock units. The Company received a total of $25.6 million in net proceeds in connection with such issuances. During the year December 31 14.5 In May 2017 and 2018, the Company’s board of directors authorized a share repurchase program pursuant to which the Company may repurchase up to 16,000,000 of its ordinary shares. During the year ended December 31, 2017, the Company repurchased 100,000 of its ordinary shares under this repurchase program, for total consideration of $1.0 million. The timing and amount of future repurchases, if any, 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 Credit Agreement and market conditions. |
Share-Based and Long-Term Incen
Share-Based and Long-Term Incentive Plans | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-Based and Long-Term Incentive Plans | NOTE 20 – SHARE-BASED AND LONG-TERM 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 Company’s merger transaction with Vidara (the “Vidara Merger”), the Company assumed the 2014 ESPP. As of December 31, 2018, an aggregate of 2,084,665 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). During the year ended December 31, 2017, the compensation committee of the Company’s board of directors (the “Committee”) approved an amendment to the 2014 EIP to reserve additional shares to be used exclusively for grants of awards to individuals who were not previously employees or non-employee directors of the Company (or following a bona fide period of non-employment with the Company) (the “2017 Inducement Pool”), as an inducement material to the individual’s entry into employment with the Company within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules, (“Rule 5635(c)(4)”). The 2014 EIP was amended by the Committee without shareholder approval pursuant to Rule 5635(c)(4). An amendment to the 2014 EIP increasing the number of ordinary shares that may be issued under the 2014 EIP by 10,800,000 ordinary shares was approved by the Committee on February 21, 2018 and by the shareholders of the Company on May 3, 2018. 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 Company’s board of directors has authority to suspend or terminate the 2014 Non-Employee Equity Plan at any time. As of December 31, 2018, an aggregate of 7,037,630 ordinary shares were authorized and available for future grants under the 2014 EIP, of which 466,556 shares relate to the 2017 Inducement Pool. As of December 31, 2018, 116,163 ordinary shares were authorized and available for future grants under the 2014 Non-Employee Equity Plan. Stock Options The following table summarizes stock option activity during the year ended December 31, 2018: Weighted Average Weighted Contractual Term Aggregate Average Remaining Intrinsic Value Options Exercise Price (in years) (in thousands) Outstanding as of December 31, 2017 14,275,316 $ 18.04 6.97 $ 25,005 Granted 403,973 14.41 Exercised (1,768,038 ) 9.65 Forfeited (676,036 ) 18.24 Expired (407,450 ) 21.00 Outstanding as of December 31, 2018 11,827,765 19.06 6.24 37,257 Vested and Expected to vest as of December 31, 2018 11,686,892 19.08 6.22 36,905 Exercisable as of December 31, 2018 10,043,374 $ 19.10 5.98 $ 33,033 Stock options typically have a contractual term of ten years from grant date. The following table summarizes the Company’s outstanding stock options at December 31, 2018: Options Outstanding Options Exercisable Weighted Average Weighted Weighted Average Weighted Remaining Average Remaining Number of options Average Contractual Number Exercise Contractual Exercise Price Ranges outstanding Exercise Price Term (in years) Exercisable Price Term (in years) $2.01 - $4.00 459,812 $ 2.70 4.03 459,812 $ 2.70 4.03 $4.01- $8.00 739,340 6.80 4.02 739,340 6.80 4.02 $8.01 - $12.00 392,531 8.97 5.44 392,531 8.97 5.44 $12.01 - $17.00 2,367,515 14.25 6.79 1,841,877 14.19 6.24 $17.01 - $22.00 2,291,328 18.11 7.24 1,475,082 18.35 6.93 $22.01 - $28.00 3,324,112 22.30 6.11 3,116,470 22.29 6.10 $28.01 - $36.00 2,253,127 29.43 6.16 2,018,262 29.39 6.13 11,827,765 $ 19.06 6.24 10,043,374 $ 19.10 5.98 During the years ended December 31, 2018, 2017 and 2016, the Company granted stock options to purchase an aggregate of 403,973, 2,077,215 and 2,057,247 ordinary shares, respectively, with a weighted average grant date fair value of $6.93, $7.96 and $11.58, respectively. The total intrinsic value of the options exercised during the years ended December 31, 2018, 2017 and 2016 was $17.0 million, $2.6 million and $6.9 million, respectively. The total fair value of stock options vested during the years ended December 31, 2018, 2017 and 2016 was $36.6 million, $41.3 million and $55.6 million, respectively. 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 years ended December 31, 2018, 2017 and 2016, and assumptions used to value stock options, are as follows: 2018 2017 2016 Dividend yield — — — Risk-free interest rate 2.3%-2.8% 1.8%-2.2% 1.3%-2.2% Weighted average volatility 49.5 % 49.1 % 73.2 % Expected life (in years) 5.56 5.99 6.02 Weighted average grant date fair value per share of options granted $ 6.93 $ 7.96 $ 11.58 Dividend yields The Company has never paid dividends and does not anticipate paying any dividends in the near future. Additionally, the Credit Agreement (described in Note 15 above), as well as the indentures governing the 2024 Senior Notes and the 2023 Senior Notes (each as described in Note 15 above), contain 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 consolidated statements of comprehensive 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. The Company adopted ASU No. 2016-09 on January 1, 2017 and has elected to retain a forfeiture rate after adoption. Restricted Stock Units The following table summarizes restricted stock unit activity for the year ended December 31, 2018: Weighted Average Number of Grant-Date Fair Units Value Per Units Outstanding as of December 31, 2017 5,283,850 $ 14.77 Granted 4,983,368 15.85 Vested (2,654,259 ) 14.54 Forfeited (840,141 ) 15.54 Outstanding as of December 31, 2018 6,772,818 $ 15.56 The grant-date fair value of restricted stock units is the closing price of the Company’s shares on the date of grant. During the years ended December 31, 2018, 2017 and 2016, the Company granted 4,983,368, 3,732,035 and 1,384,104 restricted stock units to acquire shares of the Company’s ordinary shares to its employees and non-executive directors, respectively, with a weighted average grant date fair value of $15.85, $12.44 and $17.07, respectively. The restricted stock units vest annually, with a vesting period ranging from two to four years. The Company accounts for the restricted stock units as equity-settled awards in accordance with ASU No. 2017-09. The total fair value of restricted stock units vested during the years ended December 31, 2018, 2017 and 2016 was $43.6 million, $18.0 million and $16.2 million, respectively. Performance Stock Unit Awards The following table summarizes performance stock unit awards (“PSUs”) activity for the year ended December 31, 2018: Weighted Recorded Average Weighted Grant-Date Average Average Number Fair Value Illiquidity Fair Value of Units Per Unit Discount Per Unit Outstanding as of December 31, 2017 7,854,880 Granted 1,413,257 $ 16.08 2.6 % $ 15.66 Forfeited (19,314 ) 16.64 0.0 % 16.64 Expired (1) (7,854,880 ) 14.82 14.9 % 12.60 Outstanding as of December 31, 2018 1,393,943 (1) During the year ended December 31, 2018, the final tranches of the Company’s PSUs outstanding at December 31, 2017 expired due to failure to meet the Company’s minimum total compounded annual shareholder rate of return (“TSR”) requirement. On January 5, 2018, the Company awarded PSUs to key executive participants (“2018 PSUs”). Vesting of the 2018 PSUs was contingent upon receiving shareholder approval of amendments to the 2014 EIP, which were approved on May 3, 2018. The 2018 PSUs utilize two performance metrics, a short-term component tied to business performance and a long-term component tied to relative compounded annual TSR, as follows: • 30% of the 2018 PSUs that may vest (such portion of the PSU award, the “Relative TSR PSUs”) are determined by reference to the level of the Company’s relative TSR over the three-year period ending December 31, 2020, as measured against the TSR of each company included in the Nasdaq Biotechnology Index (NBI) during such three-year period. Generally, in order to earn any portion of the Relative TSR PSUs, the participant must also remain in continuous service with the Company through the earlier of January 1, 2021 or the date immediately prior to a change in control. If a change in control occurs prior to December 31, 2020, the level of the Company’s relative TSR will be measured through the date of the change in control. • 70% of the 2018 PSUs that may vest (such portion of the PSU award, the “Net Sales PSUs”), are determined by reference to the Company’s net sales for its segments during 2018 (being the orphan and rheumatology segment and primary care segment), weighted with the orphan and rheumatology segment comprising the majority of the target sales (with respect to the total PSU award). During the year ended December 31, 2018, the net sales performance criteria was met at 157.4% of target. Accordingly, the first tranche of the Net Sales PSUs portion have vested and the remaining two tranches will vest in equal installments in January 2020 and January 2021, subject to the participant’s continued service with the Company through the applicable vesting dates. All PSUs outstanding at December 31, 2018, may vest in a range of between 0% and 200%, based on the performance metrics described above. The Company accounts for the 2018 PSUs as equity-settled awards in accordance with ASC 718. Because the value of the Relative TSR PSUs are 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 Relative TSR PSUs. As a result, the Monte Carlo model is applied and the most significant valuation assumptions used during the year ended December 31, 2018, include: Valuation date stock price 13.87 Expected volatility 71.3 % Risk-free rate 2.6 % Share-Based Compensation Expense The following table summarizes share-based compensation expense included in the Company’s consolidated statements of comprehensive loss for the years ended December 31, 2018, 2017 and 2016 (in thousands): For the Years Ended December 31, 2018 2017 2016 Share-based compensation expense: Cost of goods sold $ 3,699 $ 2,469 $ 26 Research and development 8,880 9,263 9,413 Selling, general and administrative 102,281 109,821 104,705 Total share-based compensation expense $ 114,860 $ 121,553 $ 114,144 During the years ended December 31, 2018 and 2017, the Company recognized $2.0 million of tax benefit and $2.8 million of tax detriment, respectively, related to share-based compensation resulting from the current share prices in effect at the time of the exercise of stock options and vesting of restricted stock units. In addition, during the year ended December 31, 2018, $23.3 million of deferred tax assets related to previously recognized share-based compensation expense related to PSUs was charged to income tax expense. As of December 31, 2018, the Company estimates that pre-tax unrecognized compensation expense of $107.6 million for all unvested share-based awards, including stock options, restricted stock units and PSUs, will be recognized through the first quarter of 2022. 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. Cash Incentive Program On January 5, 2018, the Committee approved a performance cash incentive program for the Company’s executive leadership team, including its executive officers (the “Cash Incentive Program”). Participants receiving awards under the Cash Incentive Program will be eligible to earn a cash bonus based upon target award levels set forth below and based upon achievement of specified Company goals. The maximum payout under the Cash Incentive Program is approximately $14.1 million. Of the total cash bonus award that may be earned under the Cash Incentive Program, 70% will be determined by reference to achieving an aggressive percentage increase in KRYSTEXXA vial sales during 2018 as compared to KRYSTEXXA vial sales during 2017. A further 30% will be determined by reference to the achievement of patient enrollment levels in the teprotumumab phase 3 clinical trial by December 31, 2018. Both performance criteria were met on or before December 31, 2018 and the Company determined that the cash bonus award under the CIP is to be paid out at the maximum 150% target level of $14.1 million. The first installment was paid in January 2019, and the remaining installments will vest and become payable in January 2020 and 2021, subject to the participant’s continued services with the Company through the applicable vesting dates, the date of any earlier change in control, or a termination due to death or disability. The Company accounted for the Cash Incentive Program as a deferred compensation plan under ASC 710 and is recognizing the payout expense using straight-line recognition through the end of the 36-month vesting period. During the year ended December 31, 2018, the Company recorded an expense of $4.9 million to the consolidated statement of comprehensive loss related to the Cash Incentive Program. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 21 – INCOME TAXES The Company’s loss before benefit for income taxes by jurisdiction for the years ended December 31, 2018, 2017 and 2016 is as follows (in thousands): For the Years Ended December 31, 2018 2017 2016 Ireland $ (10,944 ) $ (16,956 ) $ (27,955 ) United States (176,837 ) (271,102 ) (165,476 ) Other foreign 68,635 (216,276 ) (33,383 ) Loss before benefit for income taxes $ (119,146 ) $ (504,334 ) $ (226,814 ) The components of the benefit for income taxes were as follows for the years ended December 31, 2018, 2017 and 2016 (in thousands): For the Years Ended December 31, 2018 2017 2016 Current provision (benefit) Ireland $ (245 ) $ 2,922 $ 1,187 U.S. – Federal and State 42,791 12,085 10,491 Other foreign 843 831 679 Total current provision 43,389 15,838 12,357 Deferred (benefit) provision Ireland $ (14,184 ) $ (6,294 ) $ (2,054 ) U.S. – Federal and State (62,995 ) (120,111 ) (69,073 ) Other foreign (11,169 ) 7,818 (2,481 ) Total deferred benefit (88,348 ) (118,587 ) (73,608 ) Total benefit for income taxes $ (44,959 ) $ (102,749 ) $ (61,251 ) Total benefit for income taxes was $45.0 million, $102.7 million and $61.3 million for the years ended December 31, 2018, 2017 and 2016, respectively. The current tax provision of $43.4 million for the year ended December 31, 2018 was primarily attributable to the U.S. federal tax liability arising on U.S. taxable income generated from an intra-company transfer of an asset other than inventory. Due to the restrictions imposed by Section 7874 of the Code, the Company could not utilize its tax attributes such as net operating losses and tax credits to reduce its U.S. federal tax liability below the minimum tax required under Section 7874, therefore the Company recorded a provision of $45.8 million on the transfer. The deferred tax benefit of $88.3 million recognized during the year ended December 31, 2018, was primarily due to a $37.4 million tax benefit recorded as a measurement period adjustment in SAB 118 to reinstate the deferred tax asset related to our U.S. interest expense carryforwards under Section 163(j) of the Internal Revenue Code to reflect the guidance issued by the U.S. Treasury Department and the U.S. Internal Revenue Service in Notice 2018-28, the mix of income and losses incurred in various tax jurisdictions of $35.3 million, $11.2 million of tax benefit recognized on intra-company inventory transfers and $4.4 million of tax credits generated during the year. A reconciliation between the Irish statutory income tax rate to the Company’s effective tax rate for 2018, 2017 and 2016 is as follows (in thousands): For the Years Ended December 31, 2018 2017 2016 Irish income tax at statutory rate (12.5%) $ (14,893 ) $ (63,042 ) $ (28,352 ) Foreign tax rate differential 13,221 (10,923 ) (2,051 ) Liquidation of foreign partnership (42,689 ) — — Write-off and reinstatement of U.S. deferred tax asset related to interest expense carryforwards due to the Tax Act (37,392 ) 59,243 — Notional interest deduction (24,455 ) (27,020 ) (35,075 ) Intra-company inventory transfers (11,169 ) (8,888 ) 2,154 U.S. state income taxes (6,515 ) 214 8,579 U.S. federal and state tax credits (4,405 ) (3,608 ) (3,613 ) Change in valuation allowances (1,115 ) (1,378 ) (6,117 ) Impact of the Tax Act on deferred taxes — (134,182 ) — Non-deductible in-process research and development costs — 51,148 — Uncertain tax positions 2,456 4,976 2,837 Disallowed interest 3,023 2,990 2,620 Disqualified compensation expense 4,831 1,305 2,555 Change in U.S. state effective tax rate 8,103 (2,329 ) (17,246 ) Share-based compensation 21,383 26,811 7,125 Intra-company asset transfers 45,780 — — Other, net (1,123 ) 1,934 5,333 Benefit for income taxes $ (44,959 ) $ (102,749 ) $ (61,251 ) Effective income tax rate 37.7 % 20.4 % 27.0 % The overall effective income tax rate for 2018 of 37.7% was a higher benefit rate than the Irish statutory rate of 12.5% primarily due to a $42.7 million U.S. federal tax benefit and $7.9 million U.S. state tax benefit was recorded with respect to the liquidation of a foreign partnership, a $37.4 million tax benefit resulting from a measurement period adjustment under SAB 118 to reinstate the deferred tax asset related to our U.S. interest expense carryforwards under Section 163(j) of the Internal Revenue Code to reflect the guidance issued by the U.S. Treasury Department and the U.S. Internal Revenue Service in Notice 2018-28, a $24.5 million tax benefit on the Company’s notional interest deduction and a $11.2 million tax benefit recognized on intra-company inventory transfers. These tax benefits are partially offset by tax expense of $45.8 million on an intra-company transfer of asset other than inventory, a tax expense of $21.4 million on non-deductible share-based compensation expenses, which includes the previously recognized share-based compensation expense relating to PSUs which was charged to income tax expense during the year ended December 31, 2018, of $23.3 million, a tax expense of $13.2 million on the income earned in higher tax rate jurisdictions and a tax expense of $8.1 million resulting from the remeasurement of net U.S. deferred tax liabilities attributable to state legislation as enacted during the current year. The overall effective income tax rate for 2017 of 20.4% was a higher benefit rate than the Irish statutory rate of 12.5% primarily due to a provisional $74.9 million net benefit recorded following the enactment of the Tax Act, which net benefit included a $134.2 million tax benefit from the revaluation of the Company’s U.S. net deferred tax liability based on the revised U.S. federal tax rate of 21 percent, partially offset by the write-off of a $59.2 million deferred tax asset related to the Company’s U.S. interest expense carryforwards. The higher 2017 benefit rate was also attributable to losses incurred in higher tax rate jurisdictions, the benefit realized on the notional interest deduction of $27.0 million, a tax benefit recognized on intra-company inventory transfers of $8.9 million, U.S. federal and state tax credits of $3.6 million and $2.3 million due to a decrease in the U.S. state effective tax rate. These benefits to income taxes are partially offset by non-deductible IPR&D expenses of $51.1 million recorded in connection with the acquisition of River Vision, non-deductible share-based compensation expenses of $26.8 million, including the write-off of $16.4 million of deferred tax assets related to previously recognized share-based compensation expense related to PSUs that expired unvested in December 2017, and an increase in uncertain tax positions of $5.0 million. The overall effective income tax rate for 2016 of 27.0% was a higher benefit rate than the Irish statutory rate of 12.5% primarily due to the benefit realized on the notional interest deduction, the benefit realized from a change in U.S. state effective tax rate, and changes in valuation allowances. These benefits to income taxes were partially offset by an increase in share-based compensation not deductible for tax purposes and an increase in U.S. state income taxes. The increase in the effective income tax rate in 2018 compared to that in 2017 was primarily due to a tax benefit of $42.7 million U.S. federal and $7.9 million U.S. state tax benefit generated on the liquidation of a foreign partnership during the year ended December 31, 2018, a tax benefit of $37.4 million recorded during the year ended December 31, 2018, as a measurement period adjustment under SAB 118, to reinstate the deferred tax asset related to our U.S. interest expense carryforwards under Section 163(j) of the Internal Revenue Code to reflect the guidance issued by the U.S. Treasury Department and the U.S. Internal Revenue Service in Notice 2018-28, and a non-deductible IPR&D expenses of $51.1 million recorded during the year ended December 31, 2017, recorded in connection with the acquisition of River Vision. The decrease in the effective income tax rate in 2017 compared to that in 2016 was primarily due to non-deductible IPR&D expenses of $51.1 million recorded in connection with the acquisition of River Vision, an increase in non-deductible share-based compensation of $19.7 million primarily due to the write-off of $16.4 million of deferred tax assets related to previously recognized share-based compensation expense related to PSUs that expired unvested in December 2017, a $14.9 million decrease in benefit from the change in U.S. state effective tax rate, an $11.0 million movement related to intra-company inventory transfers, an $8.1 million decrease in the benefit realized on the notional interest deduction and a $4.7 million decrease in the changes in valuation allowances, partially offset by the provisional $74.9 million net impact of the Tax Act on deferred 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 future deductible temporary differences and operating loss and tax credit carryforwards. Deferred tax liabilities are recognized for future taxable temporary differences. Deferred tax assets are reduced by a valuation allowance 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 tax effects of the temporary differences, tax credits and net operating losses that give rise to significant portions of deferred tax assets and liabilities, before jurisdictional netting, are as follows (in thousands): As of December 31, 2018 2017 Deferred tax assets: Net operating loss carryforwards $ 51,264 $ 65,650 Intercompany interest 52,605 — U.S. federal and state credits 43,786 35,465 Accrued compensation 40,942 46,420 Contingent royalties 30,321 33,436 Accruals and reserves 12,381 11,089 Capital loss carryforwards 3,139 2,796 Alternative minimum tax credit 2,816 13,972 Other 1,004 2,259 Total deferred tax assets 238,258 211,087 Valuation allowance (26,472 ) (25,650 ) Deferred tax assets, net of valuation allowance $ 211,786 $ 185,437 Deferred tax liabilities: Intangible assets $ 283,473 $ 315,970 Debt discount 18,795 23,372 Inventories — 570 Total deferred tax liabilities 302,268 339,912 Net deferred income tax liability $ 90,482 $ 154,475 On December 22, 2017, the SEC staff issued SAB 118, which provides guidance on accounting for the tax effects of the Tax Act. SAB 118 provided a measurement period that should not extend beyond one year from the date of enactment for companies to complete the accounting under ASC 740, Income Taxes However, the Company had made reasonable estimates of the effects on its income tax provision with respect to certain items, primarily the revaluation of its existing U.S. deferred tax balances and the write-off of its U.S. deferred tax assets resulting from interest expense carryforwards under Section 163(j). The Company recognized a net income tax benefit of $74.9 million for the year ended December 31, 2017, associated with the items it could reasonably estimate. This benefit reflects the revaluation of its U.S. net deferred tax liability based on the U.S. federal tax rate of 21 percent, partially offset by the write-off of the deferred tax asset related to its U.S. interest expense carryforwards. On April 2, 2018, the U.S. Treasury Department and the U.S. Internal Revenue Service issued Notice 2018-28 (“the Notice”) which provides guidance for computing the business interest expense limitation under the Tax Act and clarifies the treatment of interest disallowed and carried forward under Section 163(j), prior to enactment of the Tax Act. In accordance with the measurement period provisions under SAB 118 and the guidance in the Notice the Company reinstated the deferred tax asset related to its U.S. interest expense carryforwards under Section 163(j) based on the revised U.S. federal tax rate of 21 percent plus applicable state tax rates. The impact of the deferred tax asset reinstatement in accordance with SAB 118 was a $37.4 million increase to the Company’s benefit for income taxes and a corresponding decrease to the U.S. group net deferred tax liability position. The impact of this reinstatement has been recognized as a discrete tax adjustment during the year ended December 31, 2018 and resulted in a 31.4% increase in the Company’s effective tax rate during the period. In the fourth quarter of 2018, the Company completed our analysis to determine the effect of the Tax Act and recorded immaterial adjustments as of December 31, 2018 which related to return to provision adjustments which impacted the U.S. net deferred tax liabilities. No provision has been made for income taxes on undistributed earnings of subsidiaries because it is the Company’s intention to indefinitely reinvest outside of Ireland undistributed earnings of its subsidiaries. In the event of the distribution of those earnings to Ireland in the form of dividends, a sale of the subsidiaries, or certain other transactions, the Company may be liable for income taxes in Ireland. The unremitted earnings of the Company as of December 31, 2018, were $164.4 million, and the Company estimates that it would incur no additional income tax on unremitted earnings were they to be remitted to Ireland. As of December 31, 2018, the Company had net operating loss carryforwards of approximately $77.3 million for U.S. federal, $25.1 million for various U.S. states and $113.1 million for non-U.S. losses. Net operating loss carryforwards for U.S. federal income tax purposes that were generated prior to January 1, 2018, have a twenty-year carryforward life and the earliest layers will begin to expire in 2031. Under the Tax Act, U.S. federal net operating losses incurred in 2018 and in future years may be carried forward indefinitely, but the deductibility of such net operating losses is limited to 80% of the current year’s taxable income. It is uncertain if and to what extent various U.S. states will conform to the Tax Act. U.S. state net operating losses will start to expire in 2019 for the earliest net operating loss layers to the extent there is not sufficient state taxable income to utilize those net operating loss carryovers. Net operating loss carryovers in Switzerland have a seven-year carryforward life and will start to expire in 2019 to the extent there is not sufficient taxable income to utilize those net operating loss carryovers. Irish net operating losses may be carried forward indefinitely and therefore have no expiration. Utilization of the U.S. net operating loss carryforwards may be subject to annual limitations as prescribed by federal and state statutory provisions. The imposition of the annual limitations may result in a portion of the net operating loss carryforwards expiring unused. Utilization of certain net operating loss and tax credit carryforwards in the United States is subject to an annual limitation due to ownership change limitations provided by Sections 382 and 383 of the Internal Revenue Code. The Company is limited under the annual limitation of $7.7 million from the year 2019 until 2028 on certain net operating losses generated before an August 2, 2012 ownership change. We continue to carry forward the annual limitation related to Hyperion of $50.0 million resulting from the last ownership change in 2014 as well as the annual limitation related to Raptor of $0.2 million for the ownership change which occurred in 2009. Further, the net operating losses acquired with River Vision are subject to an annual limitation of $2.6 million. The U.S. federal net operating loss carryforward and U.S. federal tax credit carryforward limitation is cumulative such that any use of the carryforwards below the limitation in a particular tax year will result in a corresponding increase in the limitation for the subsequent tax year. At December 31, 2018, the Company had $54.5 million and $8.0 million of U.S. federal and state income tax credits, respectively, to reduce future tax liabilities. The federal income tax credits consisted primarily of orphan drug credits, research and development credits and alternative minimum tax credits. The U.S. state income tax credits consisted primarily of California research and development credits and the Illinois Economic Development for a Growing Economy (“EDGE”) tax credits. Both the U.S. federal orphan drug credits and research and development credits have a twenty-year carryforward life. The U.S. federal orphan drug credits and the U.S. federal research and development credits will both begin to expire in 2030. The U.S. federal alternative minimum tax credits and California research and development credits have indefinite lives and therefore are not subject to expiration. The EDGE credits have a five-year carryforward life following the year of generation and will begin to expire in 2019. A reconciliation of the beginning and ending amounts of valuation allowances for the years ended December 31, 2018, 2017 and 2016 is as follows (in thousands): Valuation allowances at December 31, 2015 $ (31,310 ) Increase for 2016 activity (14,636 ) Release of valuation allowances 15,056 Additions to valuation allowances due to acquisitions (1,642 ) Valuation allowances at December 31, 2016 $ (32,532 ) Increase for 2017 activity (6,835 ) Release of valuation allowances 5,313 Decreases to valuation allowances due to divestiture 8,404 Valuation allowances at December 31, 2017 $ (25,650 ) Increase for 2018 activity (3,328 ) Release of valuation allowances 2,506 Valuation allowances at December 31, 2018 $ (26,472 ) Deferred tax valuation allowances increased by $0.8 million during the year ended December 31, 2018, decreased by $6.9 million during the year ended December 31, 2017 and increased by $1.2 million during the year ended December 31, 2016. For the year ended December 31, 2018, the increase in valuation allowances resulted primarily from additional U.S. state net operating losses and state tax credits which are unlikely to be realized in the foreseeable future. The Company is required to recognize the financial statement effects of a tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. The Company accounts for the uncertainty in income taxes by utilizing a comprehensive model for the recognition, measurement, presentation and disclosure in financial statements of any uncertain tax positions that have been taken, or are expected to be taken, on an income tax return. The changes in the Company's uncertain income tax positions for the years ended December 31, 2018, 2017 and 2016, excluding interest and penalties, consisted of the following (in thousands): For the Years Ended December 31, 2018 2017 2016 Beginning balance – uncertain tax positions $ 23,404 $ 17,747 $ 9,812 Tax positions in the year: Additions 1,899 2,451 471 Acquired uncertain tax positions — — 5,362 Tax positions related to prior years: Additions 1,531 4,145 2,102 Settlements and lapses (528 ) (939 ) — Ending balance – uncertain tax positions $ 26,306 $ 23,404 $ 17,747 For the year ended December 31, 2018, the increase in uncertain tax positions was attributable primarily to the additional U.S. federal orphan drug credits generated during the year and the uncertain tax position resulting from certain state nexus exposures. In the Company’s consolidated balance sheet, uncertain tax positions of $10.2 million were included in other long-term liabilities, $2.4 million were included in accrued expenses and an additional $15.9 million was offset against deferred tax assets. At December 31, 2018, penalties of $0.2 million and interest of $2.0 million are included in the balance of the uncertain tax positions and penalties of $0.2 million and interest of $1.3 million were included in the balance of uncertain tax positions at December 31, 2017. The Company classifies interest and penalties with respect to income tax liabilities as a component of income tax expense. The Company assessed that its liability for uncertain tax positions will not significantly change within the next twelve months. If these uncertain tax positions are released, the impact on the Company’s tax provision would be a benefit of $28.5 million, including interest and penalties. The Company files income tax returns in Ireland, in the United States for federal and various states, as well as in certain other jurisdictions. At December 31, 2018, all open tax years in U.S. federal and certain state jurisdictions date back to 2006 due to the taxing authorities’ ability to adjust operating loss carryforwards. In Ireland, the statute of limitations expires five years from the end of the tax year or four years from the time a tax return is filed, whichever is later. Therefore the earliest year open to examination is 2014 with the lapse of statute occurring in 2019. No changes in settled tax years have occurred to date. We are currently under examination by the U.S. Internal Revenue Service for the tax year ended December 31, 2015. As of the filing of this Annual Report on Form 10-K, the Company does not currently anticipate material changes from the originally filed U.S. federal tax return for the 2015 year. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2018 | |
Compensation And Retirement Disclosure [Abstract] | |
Employee Benefit Plans | NOTE 22 – EMPLOYEE BENEFIT PLANS The Company sponsors a defined contribution 401(k) retirement savings plan covering all of its U.S. employees, whereby an eligible employee may elect to contribute a portion of his or her salary on a pre-tax basis, subject to applicable federal limitations. The Company is not required to make any discretionary matching of employee contributions. The Company makes a matching contribution equal to 100% of each employee’s elective contribution to the plan of up to 3% of the employee’s eligible pay, and 50% for the next 2% of the employee’s eligible pay. The full amount of this employer contribution is immediately vested in the plan. For the years ended December 31, 2018, 2017 and 2016, the Company recorded defined contribution expense of $5.2 million, $4.9 million and $2.7 million, respectively. The Company’s wholly owned Swiss subsidiary sponsors a defined benefit savings plan covering all of its employees in Switzerland. The Company’s wholly owned German subsidiary sponsors a defined contribution plan for its employees in Germany. For the years ended December 31, 2018, 2017 and 2016, the Company recognized immaterial expenses under these plans. The Company’s wholly owned Irish subsidiary sponsors a defined contribution plan covering all of its employees in Ireland. For the years ended December 31, 2018, 2017 and 2016, the Company recognized expenses of $0.6 million, $0.4 million and $0.4 million, respectively, under this plan. The Company has a non-qualified deferred compensation plan for executives. The deferred compensation plan obligations are payable in cash upon retirement, termination of employment and/or certain other times in a lump-sum distribution or in installments, as elected by the participant in accordance with the plan. As of December 31, 2018 and 2017 $6.5 million, respectively, $8.2 million and $6.5 million December 31, 2018 and 2017, respectively |
Selected Quarterly Financial In
Selected Quarterly Financial Information (Unaudited) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Information (Unaudited) | NOTE 23 – SELECTED QUARTERLY FINANCIAL INFORMATION (UNAUDITED) The following table provides a summary of selected financial results of operations by quarter for the years ended December 31, 2018 and 2017 (in thousands, except per share data): 2018 First Second Third Fourth Net sales $ 223,881 $ 302,835 $ 325,311 $ 355,543 Gross profit 108,542 203,548 227,140 246,023 Operating (loss) income (126,555 ) 2,609 55,086 71,252 Net (loss) income (156,574 ) (32,041 ) 26,870 87,558 Net (loss) income per ordinary share - basic $ (0.95 ) $ (0.19 ) $ 0.16 $ 0.52 Net (loss) income per ordinary share - diluted (0.95 ) (0.19 ) 0.16 0.50 2017 First Second Third Fourth Net sales $ 220,859 $ 289,507 $ 271,646 $ 274,219 Gross profit 81,971 159,596 146,380 130,950 Operating (loss) income (105,155 ) (185,428 ) (25,500 ) (67,345 ) Net (loss) income (90,342 ) (209,297 ) (63,720 ) (38,225 ) Net (loss) income per ordinary share - basic and diluted $ (0.56 ) $ (1.28 ) $ (0.39 ) $ (0.27 ) Revision of Prior Period Financial Information During the course of preparing the consolidated financial statements for the year ended December 31, 2018, the Company identified an error in the measurement of the contingent royalty liability calculation pertaining to the royalty end date for one of its medicines. See Note 1 for further details of this error and the related revisions to the Company’s consolidated balance sheet as at December 31, 2017, and the consolidated statements of comprehensive (loss) income and cash flows for the years ended December 31, 2017 and 2016. The revision resulted in certain adjustments to the consolidated statements of comprehensive income (loss) for the quarters during the years ended December 31, 2018 and 2017, and the revised amounts are presented above. Additionally, the following are selected line items from the Company’s unaudited consolidated financial information illustrating the effect of the revisions: Consolidated Statements of Comprehensive Income (Loss) For the Three Months Ended September 30, 2018 For the Nine Months Ended September 30, 2018 As Previously Reported Revision As Revised As Previously Reported Revision As Revised Cost of goods sold $ 99,011 $ (840 ) $ 98,171 $ 315,185 $ (2,388 ) $ 312,797 Gross profit 226,300 840 227,140 536,842 2,388 539,230 Operating income (loss) 54,246 840 55,086 (71,247 ) 2,388 (68,859 ) Income (loss) before (benefit) expense for income taxes 24,297 840 25,137 (162,271 ) 2,388 (159,883 ) Net income (loss) 26,030 840 26,870 (164,134 ) 2,388 (161,746 ) Net income (loss) per ordinary share—basic 0.16 — 0.16 (0.99 ) 0.02 (0.97 ) Net income (loss) per ordinary share—diluted 0.15 0.01 0.16 (0.99 ) 0.02 (0.97 ) Comprehensive income (loss) 25,897 840 26,737 (164,412 ) 2,388 (162,024 ) Consolidated Statements of Comprehensive Loss For the Three Months Ended June 30, 2018 For the Six Months Ended June 30, 2018 As Previously Reported Revision As Revised As Previously Reported Revision As Revised Cost of goods sold $ 100,082 $ (795 ) $ 99,287 $ 216,174 $ (1,548 ) $ 214,626 Gross profit 202,753 795 203,548 310,542 1,548 312,090 Operating income (loss) 1,814 795 2,609 (125,494 ) 1,548 (123,946 ) Loss before expense for income taxes (28,874 ) 795 (28,079 ) (186,568 ) 1,548 (185,020 ) Net loss (32,836 ) 795 (32,041 ) (190,164 ) 1,548 (188,616 ) Net loss per ordinary share—basic (0.20 ) 0.01 (0.19 ) (1.15 ) 0.01 (1.14 ) Net loss per ordinary share—diluted (0.20 ) 0.01 (0.19 ) (1.15 ) 0.01 (1.14 ) Comprehensive loss (33,444 ) 795 (32,649 ) (190,309 ) 1,548 (188,761 ) Consolidated Statements of Comprehensive Loss For the Three Months Ended March 31, 2018 As Previously Reported Revision As Revised Cost of goods sold $ 116,092 $ (753 ) $ 115,339 Gross profit 107,789 753 108,542 Operating loss (127,308 ) 753 (126,555 ) Loss before benefit for income taxes (157,694 ) 753 (156,941 ) Net loss (157,327 ) 753 (156,574 ) Net loss per ordinary share—basic (0.96 ) 0.01 (0.95 ) Net loss per ordinary share—diluted (0.96 ) 0.01 (0.95 ) Comprehensive loss (156,864 ) 753 (156,111 ) Consolidated Statements of Comprehensive Loss For the Three Months Ended December 31, 2017 As Previously Reported Revision As Revised Cost of goods sold $ 151,492 $ (8,223 ) $ 143,269 Gross profit 122,727 8,223 130,950 Operating loss (75,568 ) 8,223 (67,345 ) Loss before benefit for income taxes (107,059 ) 8,223 (98,836 ) Net loss (46,448 ) 8,223 (38,225 ) Net loss per ordinary share—basic (0.28 ) 0.05 (0.23 ) Net loss per ordinary share—diluted (0.28 ) 0.05 (0.23 ) Comprehensive loss (45,090 ) 8,223 (36,867 ) Consolidated Statements of Comprehensive Loss For the Three Months Ended September 30, 2017 For the Nine Months Ended September 30, 2017 As Previously Reported Revision As Revised As Previously Reported Revision As Revised Cost of goods sold $ 125,517 $ (251 ) $ 125,266 $ 394,783 $ (718 ) $ 394,065 Gross profit 146,129 251 146,380 387,229 718 387,947 Operating loss (25,751 ) 251 (25,500 ) (316,801 ) 718 (316,083 ) Loss before benefit for income taxes (56,790 ) 251 (56,539 ) (406,216 ) 718 (405,498 ) Net loss (63,971 ) 251 (63,720 ) (364,078 ) 718 (363,360 ) Net loss per ordinary share—basic (0.39 ) — (0.39 ) (2.24 ) 0.01 (2.23 ) Net loss per ordinary share—diluted (0.39 ) — (0.39 ) (2.24 ) 0.01 (2.23 ) Comprehensive loss (64,180 ) 251 (63,929 ) (363,333 ) 718 (362,615 ) Consolidated Statements of Comprehensive Loss For the Three Months Ended June 30, 2017 For the Six Months Ended June 30, 2017 As Previously Reported Revision As Revised As Previously Reported Revision As Revised Cost of goods sold $ 130,150 $ (239 ) $ 129,911 $ 269,266 $ (467 ) $ 268,799 Gross profit 159,357 239 159,596 241,100 467 241,567 Operating loss (185,667 ) 239 (185,428 ) (291,050 ) 467 (290,583 ) Loss before benefit for income taxes (211,303 ) 239 (211,064 ) (349,426 ) 467 (348,959 ) Net loss (209,536 ) 239 (209,297 ) (300,106 ) 467 (299,639 ) Net loss per ordinary share—basic (1.29 ) 0.01 (1.28 ) (1.85 ) 0.01 (1.84 ) Net loss per ordinary share—diluted (1.29 ) 0.01 (1.28 ) (1.85 ) 0.01 (1.84 ) Comprehensive loss (208,910 ) 239 (208,671 ) (299,152 ) 467 (298,685 ) Consolidated Statements of Comprehensive Loss For the Three Months Ended March 31, 2017 As Previously Reported Revision As Revised Cost of goods sold $ 139,116 $ (228 ) $ 138,888 Gross profit 81,743 228 81,971 Operating loss (105,383 ) 228 (105,155 ) Loss before benefit for income taxes (138,123 ) 228 (137,895 ) Net loss (90,570 ) 228 (90,342 ) Net loss per ordinary share—basic (0.56 ) — (0.56 ) Net loss per ordinary share—diluted (0.56 ) — (0.56 ) Comprehensive loss (90,242 ) 228 (90,014 ) |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2018 | |
Valuation And Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS For Each of the Three Fiscal Years Ended December 31, 2018, 2017 and 2016: Balance at Additions charged to Deductions Balance at Valuation and Qualifying Accounts beginning costs and from end of (in thousands) of period Acquisitions expenses reserves period Year ended December 31, 2018: Allowance for returns 37,862 — 25,111 (23,932 ) 39,041 Allowance for prompt pay discounts 9,234 — 75,121 (75,242 ) 9,113 Year ended December 31, 2017: Allowance for returns 15,246 — 45,648 (23,032 ) 37,862 Allowance for prompt pay discounts 6,670 — 80,203 (77,639 ) 9,234 Year ended December 31, 2016: Allowance for returns 14,472 550 17,056 (16,832 ) 15,246 Allowance for prompt pay discounts 492 684 64,033 (58,539 ) 6,670 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in accordance with the accounting principles generally accepted in the United States of America (“GAAP”). The impairment recorded during the year ended December 31, 2017 of $22.3 million of the asset recognized in connection with the acquisition of certain rights to interferon gamma-1b, as further described in Note 4, was previously included within “selling, general and administrative” expenses. Additionally, during the year ended December 31, 2016, an impairment of a non-current asset of $5.3 million was included within “selling, general and administrative” expenses, and an impairment of in-process research and development expenses was included on an “impairment of in-process research and development” line item. For prior-period comparisons, the Company now includes these amounts in the “impairment of long-lived assets” line in its consolidated statement of comprehensive loss. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the Company’s accounts and those of its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated. |
Segment Information | Segment Information Effective as of the second quarter of 2018, management realigned the Company’s reportable segments to reflect changes in the manner in which the chief operating decision maker (“CODM”) assesses financial information for decision-making purposes. See Note 13 for further details. The Company determined that it operates in two |
Use of Estimates | Use of Estimates The preparation of the accompanying consolidated financial statements in conformity with GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Foreign Currency Translation and Transactions | Foreign Currency Translation and Transactions The reporting currency of the Company and its subsidiaries is the U.S. dollar. The U.S. dollar is the functional currency for the Company’s Ireland and United States-based businesses and the majority of its subsidiaries. The Company has foreign subsidiaries that have the Euro and the Canadian Dollar as their functional currency. Foreign currency-denominated assets and liabilities of these subsidiaries are translated into U.S. dollars based on exchange rates prevailing at the end of the period, revenues and expenses are translated at average exchange rates prevailing during the corresponding period, and shareholders’ equity accounts are translated at historical exchange rates as of the date of any equity transaction. The effects of foreign exchange gains and losses arising from the translation of assets and liabilities of those entities where the functional currency is not the U.S. dollar are included as a component of accumulated other comprehensive (loss) income. Gains and losses resulting from foreign currency transactions are reflected within the Company’s results of operations. |
Revenue Recognition | Revenue Recognition On January 1, 2018, the Company adopted ASU 2014-09, Revenue from Contracts with Customers, and subsequent amendments (ASC 606 or new guidance), using the modified retrospective method. The Company applied the new guidance to all contracts with customers within the scope of the standard that were in effect on January 1, 2018 and recognized the cumulative effect of initially applying the new guidance as an adjustment to the opening balance of retained earnings. |
Contractual Allowances | Medicine Sales Discounts and Allowances The nature of the Company’s contracts gives rise to variable consideration because of allowances for medicine returns, rebates and discounts. Allowances for medicine returns, rebates and discounts are recorded at the time of sale to wholesale pharmaceutical distributors and pharmacies. The Company applies significant judgments and estimates in determining some of these allowances. If actual results differ from its estimates, the Company will be required to make adjustments to these allowances in the future. The Company’s adjustments to gross sales are discussed further below. Commercial Rebates The Company participates in certain commercial rebate programs. Under these rebate programs, the Company pays a rebate to the commercial entity or third-party administrator of the program. The Company calculates accrued commercial rebate estimates using the expected value method. The Company accrues estimated rebates based on contract prices, estimated percentages of medicine that will be prescribed to qualified patients and estimated levels of inventory in the distribution channel and records the rebate as a reduction of revenue. Accrued commercial rebates are included in “accrued trade discounts and rebates” on the consolidated balance sheet. Distribution Service Fees The Company includes distribution service fees paid to its wholesalers for distribution and inventory management services as a reduction to revenue. The Company calculates accrued distribution service fee estimates using the most likely amount method. The Company accrues estimated distribution fees based on contractually determined amounts, typically as a percentage of revenue. Accrued distribution service fees are included in “accrued trade discounts and rebates” on the consolidated balance sheet. Patient Access Programs The Company offers discount card and other programs such as its HorizonCares program to patients under which the patient receives a discount on his or her prescription. In certain circumstances when a patient’s prescription is rejected by a managed care vendor, the Company will pay for the full cost of the prescription. The Company reimburses pharmacies for this discount through third-party vendors. The Company reduces gross sales by the amount of actual co-pay and other patient assistance in the period based on invoices received. The Company also records an accrual to reduce gross sales for estimated co-pay and other patient assistance on units sold to distributors that have not yet been prescribed/dispensed to a patient. The Company calculates accrued co-pay and other patient assistance fee estimates using the expected value method. The estimate is based on contract prices, estimated percentages of medicine that will be prescribed to qualified patients, average assistance paid based on reporting from the third-party vendors and estimated levels of inventory in the distribution channel. Accrued co-pay and other patient assistance fees are included in “accrued trade discounts and rebates” on the consolidated balance sheet. Patient access programs include both co-pay assistance and fully bought down prescriptions. Sales Returns Consistent with industry practice, the Company maintains a return policy that allows customers to return medicines within a specified period prior to and subsequent to the medicine expiration date. Generally, medicines may be returned for a period beginning six months prior to its expiration date and up to one year after its expiration date. The right of return expires on the earlier of one year after the medicine expiration date or the time that the medicine is dispensed to the patient. The majority of medicine returns result from medicine dating, which falls within the range set by the Company’s policy, and are settled through the issuance of a credit to the customer. The Company calculates sales returns using the expected value method. The estimate of the provision for returns is based upon the Company’s historical experience with actual returns. The return period is known to the Company based on the shelf life of medicines at the time of shipment. The Company records sales returns in “accrued expenses” and as a reduction of revenue. Prompt Pay Discounts As an incentive for prompt payment, the Company offers a 2% cash discount to most customers. The Company calculates accrued prompt pay discounts using the most likely amount method. The Company expects that all eligible customers will comply with the contractual terms to earn the discount. The Company records the discount as an allowance against “accounts receivable, net” and a reduction of revenue. Government Rebates The Company participates in certain federal government rebate programs such as Medicare Coverage Gap and Medicaid. The Company calculates accrued government rebate estimates using the expected value method. The Company accrues estimated rebates based on percentages of medicine sold to qualified patients, estimated rebate percentages and estimated levels of inventory in the distribution channel that will be prescribed to qualified patients and records the rebates as a reduction of revenue. Accrued government rebates are included in “accrued trade discounts and rebates” on the consolidated balance sheet. Government Chargebacks The Company provides discounts to federal government qualified entities with whom the Company has contracted. These federal entities purchase medicines from the wholesale pharmaceutical distributors at a discounted price and the wholesale pharmaceutical distributors then charge back to the Company the difference between the current retail price and the contracted price that the federal entities paid for the medicines. The Company calculates accrued government chargeback estimates using the expected value method. The Company accrues estimated chargebacks based on contract prices, sell-through sales data obtained from third-party information and estimated levels of inventory in the distribution channel and records the chargeback as a reduction of revenue. Accrued government chargebacks are included in “accrued trade discounts and rebates” on the consolidated balance sheet. |
Bad Debt Expense | Bad Debt Expense The Company’s medicines are sold to wholesale pharmaceutical distributors and pharmacies. The Company monitors its accounts receivable balances to determine the impact, if any, of such factors as changes in customer concentration, credit risk and the realizability of its accounts receivable, and records a bad debt reserve when applicable. |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value, using the first-in, first-out convention. 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 Company reviews its inventory balance and purchase obligations to assess if it has obsolete or excess inventory and records a charge to “cost of goods sold” when applicable. Inventories acquired in business combinations are recorded at their estimated fair values. “Step-up” represents the write-up of inventory from the lower of cost or net realizable value (the historical book value as previously recorded on the acquired company’s balance sheet) to fair market value at the acquisition date. Inventory step-up expense is recorded in the consolidated statement of comprehensive loss based on actual sales, or usage, using the first-in, first-out convention. Inventories exclude medicine sample inventory, which is included in other current assets and is expensed as a component of “selling, general and administrative” expense when shipped to sales representatives. |
Cost of Goods Sold | Cost of Goods Sold The Company recognizes cost of goods sold in connection with its sales of each of its distributed medicines. Cost of goods sold includes all costs directly related to the acquisition of the Company’s medicines from its third-party manufacturers, including freight charges and other direct expenses such as insurance and supply chain costs. Cost of goods sold also includes amortization of intellectual property as described in the intangible assets accounting policy below, inventory step-up expense, drug substance harmonization costs, share-based compensation, charges relating to discontinuation of clinical trials, royalty payments to third parties, royalty accretion expense, changes in estimates associated with the contingent royalty liability as described in the accrued contingent royalty accounting policy below and loss on inventory purchase commitments. |
Pre-clinical Studies and Clinical Trial Accruals | Pre-clinical Studies and Clinical Trial Accruals The Company’s pre-clinical studies and clinical trials have historically been conducted by third-party contract research organizations and other vendors. Pre-clinical study and clinical trial expenses are based on the services received from these contract research organizations and vendors. Payments depend on factors such as the milestones accomplished, successful enrollment of certain numbers of patients and site initiation. In accruing service fees, the Company estimates the time period over which services will be performed and the level of effort to be expended in each period. If the actual timing of the performance of services or the level of effort varies from the estimate, the Company adjusts the accrual accordingly. |
Net (Loss) Income Per Share | Net (Loss) Income Per Share Basic net (loss) income per share is computed by dividing net (loss) income by the weighted-average number of ordinary shares outstanding during the period. Diluted earnings per share (“EPS”) reflects the potential dilution beyond shares for basic EPS that could occur if securities or other contracts to issue ordinary shares were exercised, converted into ordinary shares, or resulted in the issuance of ordinary shares that would have shared in the Company’s earnings. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments, readily convertible to cash, that mature within three months or less from date of purchase to be cash equivalents . |
Restricted Cash | Restricted Cash Restricted cash consists primarily of balances in interest-bearing money market accounts required by a vendor for the Company’s sponsored employee business credit card program and collateral for a letter of credit. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts of the Company’s financial instruments, including cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses, approximate their fair values due to their short maturities. |
Business Combinations | Business Combinations The Company accounts for business combinations in accordance with the guidance in Accounting Standards Codification Topic 805 , Business Combinations |
Provision for Income Taxes | Provision for 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 a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The impact of tax rate changes on deferred tax assets and liabilities is recognized in the year that the change is enacted. The Company also accounts for the uncertainty in income taxes by utilizing a comprehensive model for the recognition, measurement, presentation and disclosure in financial statements of any uncertain tax positions that have been taken or are expected to be taken on an income tax return. Deferred tax assets and deferred tax liabilities are netted by jurisdiction on the Company’s consolidated balance sheets. On December 22, 2017, the SEC staff issued Staff Accounting Bulletin No. 118, (“SAB 118”), which provided guidance on accounting for the tax effects of the Tax Act. SAB 118 provided a measurement period that should not extend beyond one year from the date of enactment for companies to complete the accounting under ASC 740, Income Taxes On April 2, 2018, the U.S. Treasury Department and the U.S. Internal Revenue Service issued Notice 2018-28 (“the Notice”) which provides guidance for computing the business interest expense limitation under the Tax Act and clarifies the treatment of interest disallowed and carried forward under Section 163(j) of the Tax Act. In accordance with the measurement period provisions under SAB 118 and the guidance in the Notice the Company reinstated the deferred tax asset related to its U.S. interest expense carryforwards under Section 163(j) based on the new U.S. federal tax rate of 21 percent plus applicable state tax rates. The impact of the deferred tax asset reinstatement in accordance with SAB 118 was a $37.4 million increase to the Company’s benefit for income taxes and a corresponding decrease to the U.S. group net deferred tax liability position. The impact of this reinstatement has been recognized as a discrete tax adjustment during the year ended December 31, 2018 and resulted in a 31.4% increase in the Company’s effective tax rate during the period. Other than the reinstatement of the Company’s U.S interest expense carryforwards under Section 163(j), as described previously, in the fourth quarter of 2018, the Company completed our analysis to determine the effect of the Tax Act and recorded immaterial adjustments as of December 31, 2018 which related to return to provision adjustments which impacted the Company’s U.S. net deferred tax liabilities. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are stated at cost less accumulated depreciation. Depreciation is recognized using the straight-line method over the estimated useful lives of the related assets for financial reporting purposes and an accelerated method for income tax reporting purposes. Upon retirement or sale of an asset, the cost and related accumulated depreciation and amortization are removed from the balance sheet and the resulting gain or loss is reflected in operations. Repair and maintenance costs are charged to expenses as incurred and improvements are capitalized. Leasehold improvements are amortized on a straight-line basis over the term of the applicable lease, or the useful life of the assets, whichever is shorter. Depreciation and amortization periods for the Company’s property and equipment are as follows: Machinery and equipment 5 to 7 years Furniture and fixtures 3 to 5 years Computer equipment 3 years Software 3 years Trade show equipment 3 years The Company capitalizes software 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 includes internal-use software acquired and modified to meet the Company’s internal requirements. Amortization commences when the software is ready for its intended use. |
Intangible Assets | Intangible Assets Definite-lived intangible assets are amortized over their estimated useful lives. The Company reviews its intangible assets when events or circumstances may indicate that the carrying value of these assets is not recoverable and exceeds their fair value. The Company measures fair value based on the estimated future discounted cash flows associated with these assets in addition to other assumptions and projections that the Company deems to be reasonable and supportable. The estimated useful lives, from the date of acquisition, for all identified intangible assets that are subject to amortization are between five and thirteen years. Indefinite-lived intangible assets consist of capitalized in-process research and development (“IPR&D”). IPR&D assets represent capitalized incomplete research projects that the Company acquired through business combinations. Such assets are initially measured at their acquisition date fair values and are tested for impairment, until completion or abandonment of research and development efforts associated with the projects. An IPR&D asset is considered abandoned when research and development efforts associated with the asset have ceased, and there are no plans to sell or license the asset or derive value from the asset. At that point, the asset is considered to be impaired and is written off. Upon successful completion of each project, the Company will make a determination about the then remaining useful life of the intangible asset and begin amortization. The Company tests its indefinite-lived intangibles, including IPR&D assets, for impairment annually during the fourth quarter and more frequently if events or changes in circumstances indicate that it is more likely than not that the asset is impaired. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price of acquired businesses over the estimated fair value of the identifiable net assets acquired. Goodwill is not amortized but is tested for impairment at least annually at the reporting unit level or more frequently if events or changes in circumstances indicate that the asset might be impaired. Impairment loss, if any, is recognized based on a comparison of the fair value of the asset to its carrying value, without consideration of any recoverability. The Company tests goodwill for impairment annually during the fourth quarter and whenever indicators of impairment exist by first assessing qualitative factors to determine whether it is more likely than not that the fair value is less than its carrying amount. If the Company concludes it is more likely than not that the fair value of a reporting unit is less than its carrying amount, a quantitative impairment test is performed. If the Company concludes that goodwill is impaired, it will record an impairment charge in its consolidated statement of comprehensive loss. |
Research and Development Expenses | Research and Development Expenses Research and development expenses include, but are not limited to, payroll and other personnel expenses, consultant expenses, expenses incurred under agreements with contract research organizations to conduct clinical trials, expenses incurred to manufacture clinical trial materials and acquired IPR&D assets. Research and development expenses were $82.8 million, $225.0 million and $60.7 million for the years ended December 31, 2018, 2017 and 2016, respectively. |
Advertising Expenses | Advertising Expenses We expense the costs of advertising as incurred. Advertising expenses were $21.6 million, $19.2 million and $14.4 million for the years ended December 31, 2018, 2017 and 2016, respectively. |
Deferred Financing Costs | Deferred Financing Costs Costs incurred in connection with debt financings have been capitalized to “Long-term debt, net of current” and “Exchangeable notes, net” in the Company’s consolidated balance sheets as deferred financing costs, and are charged to interest expense using the effective interest method over the terms of the related debt agreements. These costs include document preparation costs, commissions, fees and expenses of investment bankers and underwriters, and accounting and legal fees. |
Concentration of Credit Risk and Other Risks and Uncertainties | Concentration of Credit Risk and Other Risks and Uncertainties Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash, cash equivalents and investments. The Company’s investment policy permits investments in U.S. federal government and federal agency securities, corporate bonds or commercial paper, money market instruments, certain qualifying money market mutual funds, certain repurchase agreements, and tax-exempt obligations of municipalities and places restrictions on credit ratings, maturities, and concentration by type and issuer. The Company is exposed to credit risk in the event of a default by the financial institutions holding the Company’s cash, cash equivalents and investments to the extent recorded on the balance sheet. The purchase cost of ACTIMMUNE is denominated in Euros and is subject to foreign currency risk. The Company has contracts relating to RAVICTI, QUINSAIR and PROCYSBI for sales in Canada which sales are denominated in Canadian dollars and are subject to foreign currency risk. The Company also incurs certain operating expenses in currencies other than the U.S. dollar in relation to its Irish operations and foreign subsidiaries. Therefore, the Company is subject to volatility in cash flows due to fluctuations in foreign currency exchange rates, particularly changes in the Euro and the Canadian dollar. Historically, the Company’s accounts receivable balances have been highly concentrated with a select number of customers consisting primarily of large wholesale pharmaceutical distributors who, in turn, sell the medicines to pharmacies, hospitals and other customers. As of December 31, 2018 and 2017, the Company’s top four customers accounted for approximately 85% and 74%, respectively, of the Company’s total outstanding accounts receivable balances, after the reclassification adjustments as described in this Note 2. The Company depends on single-source suppliers and manufacturers for certain of its medicines, medicine candidates and their active pharmaceutical ingredients. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is composed of net loss and other comprehensive loss (“OCI”). OCI includes certain changes in shareholders’ equity that are excluded from net loss, which consist of foreign currency translation adjustments and pension remeasurements. The Company reports the effect of significant reclassifications out of accumulated OCI on the respective line items in net loss if the amount being reclassified is required under GAAP to be reclassified in its entirety to net loss. For other amounts that are not required under GAAP to be reclassified in their entirety to net loss in the same reporting period, the Company cross-references other disclosures required under GAAP that provide additional detail about those amounts. |
Share-Based Compensation | Share-Based Compensation The Company accounts for employee share-based compensation by measuring and recognizing compensation expense for all share-based payments based on estimated grant date fair values. The Company uses the straight-line method to allocate compensation cost to reporting periods over each awardee’s requisite service period, which is generally the vesting period. The Company adopted ASU No. 2016-09, Improvements to Employee Share-Based Payment Accounting |
Accrued Contingent Royalties | Accrued Contingent Royalties The Company’s accrued contingent royalties consist of the contingent royalty obligations assumed by the Company related to the Company’s acquisitions of rights to certain of its medicines. At the time of each acquisition, the Company assigned an estimated fair value to its contingent liability for royalties. The estimated royalty liability is based on anticipated revenue streams utilizing the income approach under the discounted cash flow method. The estimated liability for royalties is increased or decreased over time to reflect the change in its present value and accretion expense is recorded as part of cost of goods sold. The Company evaluates the adequacy of the estimated contingent royalty liability at least annually in the fourth quarter, or whenever events or changes in circumstances indicate that an evaluation of the estimate is necessary. As part of its evaluation, the Company adjusts the carrying value of the liability to the present value of the revised estimated cash flows using the original discount rate. Any adjustment to the liability is recorded as an increase or reduction in cost of goods sold. The royalty liability is included in current and long-term accrued royalties on the consolidated balance sheets. |
Contingencies | Contingencies From time to time, the Company may become involved in claims and other legal matters arising in the ordinary course of business. The Company records accruals for loss contingencies to the extent that it concludes that it is probable that a liability has been incurred and the amount of the related loss can be reasonably estimated. Legal fees and other expenses related to litigation are expensed as incurred and included in “selling, general and administrative” expenses. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements From time to time, the Company adopts new accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”) or other standard-setting bodies. Effective January 1, 2018, the Company adopted Accounting Standards Update (“ASU”) No. 2014-09, Revenue from Contracts with Customers Revenue Recognition Effective January 1, 2018, the Company adopted ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory Effective January 1, 2018, the Company adopted ASU No. 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting Compensation- Stock Compensation Effective January 1, 2018, the Company adopted ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash Effective January 1, 2018, the Company adopted ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments The following table summarizes the adjustments made to conform prior period classifications as a result of the adoption of ASU No. 2016-18 and ASU No. 2016-15 (in thousands): For the Year Ended December 31, 2017 As filed ASU No. 2016-18 Reclassification (2) ASU No. 2016-15 Reclassification (3) As adjusted Net cash provided by operating activities $ 280,208 $ — $ 4,132 $ 284,340 Net cash used in investing activities (101,619 ) (566 ) — (102,185 ) Net cash provided by financing activities 58,408 — (4,132 ) 54,276 Cash, cash equivalents and restricted cash, beginning of the period (1) 509,055 7,095 — 516,150 Cash, cash equivalents and restricted cash, end of the period (1) 751,368 6,529 — 757,897 For the Year Ended December 31, 2016 As filed ASU No. 2016-18 Reclassification (2) ASU No. 2016-15 Reclassification (3) As adjusted Net cash provided by operating activities $ 369,456 $ — $ — $ 369,456 Net cash used in investing activities (1,375,881 ) 5,235 — (1,370,646 ) Net cash provided by financing activities 657,074 — — 657,074 Cash, cash equivalents and restricted cash, beginning of the period (1) 859,616 1,860 — 861,476 Cash, cash equivalents and restricted cash, end of the period (1) 509,055 7,095 — 516,150 (1) Cash, cash equivalents and restricted cash, beginning of the period and end of the period presented in the “As filed” column in the table above excludes restricted cash. (2) $1.9 million, $7.1 million and $6.5 million in the tables above represent the Company’s restricted cash balance at December 31, 2015, 2016 and 2017, respectively. (3) Upon adoption of ASU No. 2016-15, the Company reclassified prepayment penalties and debt extinguishment costs of $3.8 million and $0.3 million, respectively, from operating activities to financing activities. Effective January 1, 2018, the Company adopted ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU No. 2016-02”). In June 2018, the FASB issued ASU No. 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting In June 2018, the FASB issued ASU No. 2018-08, Clarifying the Scope and the Accounting Guidance for Contributions Received and Contributions Made Other recent authoritative guidance issued by the FASB (including technical corrections to the ASC), the American Institute of Certified Public Accountants, and the Securities and Exchange Commission (“SEC”) did not, or are not expected to, have a material impact on the Company’s consolidated financial statements and related disclosures. |
Basis of Presentation (Tables)
Basis of Presentation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Summary of Revision of Prior Period Financial Statements | The following are selected line items from the Company’s annual consolidated financial statements illustrating the effect of the revisions: Consolidated Balance Sheet as of December 31, 2017 As Previously Reported Revision As Revised Developed technology, net $ 2,443,949 $ (1,657 ) $ 2,442,292 Total assets 4,203,955 (1,657 ) 4,202,298 Accrued royalties, net of current 291,185 (11,869 ) 279,316 Total long-term liabilities 2,417,888 (11,869 ) 2,406,019 Accumulated deficit (1,252,329 ) 10,212 (1,242,117 ) Total shareholders’ equity 991,098 10,212 1,001,310 Total liabilities and shareholders' equity 4,203,955 (1,657 ) 4,202,298 Consolidated Statements of Comprehensive Loss For the Twelve Months Ended December 31, 2017 For the Twelve Months Ended December 31, 2016 As Previously Reported Revision As Revised As Previously Reported Revision As Revised Cost of goods sold $ 546,275 $ (8,941 ) $ 537,334 $ 393,272 $ (1,271 ) $ 392,001 Gross profit 509,956 8,941 518,897 587,848 1,271 589,119 Operating loss (392,369 ) 8,941 (383,428 ) (147,167 ) 1,271 (145,896 ) Loss before benefit for income taxes (513,275 ) 8,941 (504,334 ) (228,085 ) 1,271 (226,814 ) Net loss (410,526 ) 8,941 (401,585 ) (166,834 ) 1,271 (165,563 ) Net loss per ordinary share—basic (2.52 ) 0.06 (2.46 ) (1.04 ) 0.01 (1.03 ) Net loss per ordinary share—diluted (2.52 ) 0.06 (2.46 ) (1.04 ) 0.01 (1.03 ) Comprehensive loss (408,423 ) 8,941 (399,482 ) (167,269 ) 1,271 (165,998 ) Consolidated Statements of Comprehensive Income (Loss) For the Three Months Ended September 30, 2018 For the Nine Months Ended September 30, 2018 As Previously Reported Revision As Revised As Previously Reported Revision As Revised Cost of goods sold $ 99,011 $ (840 ) $ 98,171 $ 315,185 $ (2,388 ) $ 312,797 Gross profit 226,300 840 227,140 536,842 2,388 539,230 Operating income (loss) 54,246 840 55,086 (71,247 ) 2,388 (68,859 ) Income (loss) before (benefit) expense for income taxes 24,297 840 25,137 (162,271 ) 2,388 (159,883 ) Net income (loss) 26,030 840 26,870 (164,134 ) 2,388 (161,746 ) Net income (loss) per ordinary share—basic 0.16 — 0.16 (0.99 ) 0.02 (0.97 ) Net income (loss) per ordinary share—diluted 0.15 0.01 0.16 (0.99 ) 0.02 (0.97 ) Comprehensive income (loss) 25,897 840 26,737 (164,412 ) 2,388 (162,024 ) Consolidated Statements of Comprehensive Loss For the Three Months Ended June 30, 2018 For the Six Months Ended June 30, 2018 As Previously Reported Revision As Revised As Previously Reported Revision As Revised Cost of goods sold $ 100,082 $ (795 ) $ 99,287 $ 216,174 $ (1,548 ) $ 214,626 Gross profit 202,753 795 203,548 310,542 1,548 312,090 Operating income (loss) 1,814 795 2,609 (125,494 ) 1,548 (123,946 ) Loss before expense for income taxes (28,874 ) 795 (28,079 ) (186,568 ) 1,548 (185,020 ) Net loss (32,836 ) 795 (32,041 ) (190,164 ) 1,548 (188,616 ) Net loss per ordinary share—basic (0.20 ) 0.01 (0.19 ) (1.15 ) 0.01 (1.14 ) Net loss per ordinary share—diluted (0.20 ) 0.01 (0.19 ) (1.15 ) 0.01 (1.14 ) Comprehensive loss (33,444 ) 795 (32,649 ) (190,309 ) 1,548 (188,761 ) Consolidated Statements of Comprehensive Loss For the Three Months Ended March 31, 2018 As Previously Reported Revision As Revised Cost of goods sold $ 116,092 $ (753 ) $ 115,339 Gross profit 107,789 753 108,542 Operating loss (127,308 ) 753 (126,555 ) Loss before benefit for income taxes (157,694 ) 753 (156,941 ) Net loss (157,327 ) 753 (156,574 ) Net loss per ordinary share—basic (0.96 ) 0.01 (0.95 ) Net loss per ordinary share—diluted (0.96 ) 0.01 (0.95 ) Comprehensive loss (156,864 ) 753 (156,111 ) Consolidated Statements of Comprehensive Loss For the Three Months Ended December 31, 2017 As Previously Reported Revision As Revised Cost of goods sold $ 151,492 $ (8,223 ) $ 143,269 Gross profit 122,727 8,223 130,950 Operating loss (75,568 ) 8,223 (67,345 ) Loss before benefit for income taxes (107,059 ) 8,223 (98,836 ) Net loss (46,448 ) 8,223 (38,225 ) Net loss per ordinary share—basic (0.28 ) 0.05 (0.23 ) Net loss per ordinary share—diluted (0.28 ) 0.05 (0.23 ) Comprehensive loss (45,090 ) 8,223 (36,867 ) Consolidated Statements of Comprehensive Loss For the Three Months Ended September 30, 2017 For the Nine Months Ended September 30, 2017 As Previously Reported Revision As Revised As Previously Reported Revision As Revised Cost of goods sold $ 125,517 $ (251 ) $ 125,266 $ 394,783 $ (718 ) $ 394,065 Gross profit 146,129 251 146,380 387,229 718 387,947 Operating loss (25,751 ) 251 (25,500 ) (316,801 ) 718 (316,083 ) Loss before benefit for income taxes (56,790 ) 251 (56,539 ) (406,216 ) 718 (405,498 ) Net loss (63,971 ) 251 (63,720 ) (364,078 ) 718 (363,360 ) Net loss per ordinary share—basic (0.39 ) — (0.39 ) (2.24 ) 0.01 (2.23 ) Net loss per ordinary share—diluted (0.39 ) — (0.39 ) (2.24 ) 0.01 (2.23 ) Comprehensive loss (64,180 ) 251 (63,929 ) (363,333 ) 718 (362,615 ) Consolidated Statements of Comprehensive Loss For the Three Months Ended June 30, 2017 For the Six Months Ended June 30, 2017 As Previously Reported Revision As Revised As Previously Reported Revision As Revised Cost of goods sold $ 130,150 $ (239 ) $ 129,911 $ 269,266 $ (467 ) $ 268,799 Gross profit 159,357 239 159,596 241,100 467 241,567 Operating loss (185,667 ) 239 (185,428 ) (291,050 ) 467 (290,583 ) Loss before benefit for income taxes (211,303 ) 239 (211,064 ) (349,426 ) 467 (348,959 ) Net loss (209,536 ) 239 (209,297 ) (300,106 ) 467 (299,639 ) Net loss per ordinary share—basic (1.29 ) 0.01 (1.28 ) (1.85 ) 0.01 (1.84 ) Net loss per ordinary share—diluted (1.29 ) 0.01 (1.28 ) (1.85 ) 0.01 (1.84 ) Comprehensive loss (208,910 ) 239 (208,671 ) (299,152 ) 467 (298,685 ) Consolidated Statements of Comprehensive Loss For the Three Months Ended March 31, 2017 As Previously Reported Revision As Revised Cost of goods sold $ 139,116 $ (228 ) $ 138,888 Gross profit 81,743 228 81,971 Operating loss (105,383 ) 228 (105,155 ) Loss before benefit for income taxes (138,123 ) 228 (137,895 ) Net loss (90,570 ) 228 (90,342 ) Net loss per ordinary share—basic (0.56 ) — (0.56 ) Net loss per ordinary share—diluted (0.56 ) — (0.56 ) Comprehensive loss (90,242 ) 228 (90,014 ) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Depreciation and Amortization Periods for Property and Equipment | Depreciation and amortization periods for the Company’s property and equipment are as follows: Machinery and equipment 5 to 7 years Furniture and fixtures 3 to 5 years Computer equipment 3 years Software 3 years Trade show equipment 3 years |
Summary of Adjustments made to Conform Prior Period Classifications as a Result of Adoption of ASU No 2016-18 and ASU No 2016-15 | The following table summarizes the adjustments made to conform prior period classifications as a result of the adoption of ASU No. 2016-18 and ASU No. 2016-15 (in thousands): For the Year Ended December 31, 2017 As filed ASU No. 2016-18 Reclassification (2) ASU No. 2016-15 Reclassification (3) As adjusted Net cash provided by operating activities $ 280,208 $ — $ 4,132 $ 284,340 Net cash used in investing activities (101,619 ) (566 ) — (102,185 ) Net cash provided by financing activities 58,408 — (4,132 ) 54,276 Cash, cash equivalents and restricted cash, beginning of the period (1) 509,055 7,095 — 516,150 Cash, cash equivalents and restricted cash, end of the period (1) 751,368 6,529 — 757,897 For the Year Ended December 31, 2016 As filed ASU No. 2016-18 Reclassification (2) ASU No. 2016-15 Reclassification (3) As adjusted Net cash provided by operating activities $ 369,456 $ — $ — $ 369,456 Net cash used in investing activities (1,375,881 ) 5,235 — (1,370,646 ) Net cash provided by financing activities 657,074 — — 657,074 Cash, cash equivalents and restricted cash, beginning of the period (1) 859,616 1,860 — 861,476 Cash, cash equivalents and restricted cash, end of the period (1) 509,055 7,095 — 516,150 (1) Cash, cash equivalents and restricted cash, beginning of the period and end of the period presented in the “As filed” column in the table above excludes restricted cash. (2) $1.9 million, $7.1 million and $6.5 million in the tables above represent the Company’s restricted cash balance at December 31, 2015, 2016 and 2017, respectively. (3) Upon adoption of ASU No. 2016-15, the Company reclassified prepayment penalties and debt extinguishment costs of $3.8 million and $0.3 million, respectively, from operating activities to financing activities. |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Loss per Share | The following table presents basic and diluted net loss per share for the years ended December 31, 2018, 2017 and 2016 (in thousands, except share and per share data): For the Years Ended December 31, 2018 2017 2016 Basic and diluted loss per share calculation: Net loss $ (74,187 ) $ (401,585 ) $ (165,563 ) Weighted average of ordinary shares outstanding 166,155,405 163,122,663 160,699,543 Basic and diluted net loss per share $ (0.45 ) $ (2.46 ) $ (1.03 ) |
Schedule of Outstanding Securities Excluded from Computation of Diluted Loss per Ordinary Share | The outstanding securities listed in the table below were excluded from the computation of diluted loss per ordinary share for the years ended December 31, 2018, 2017 and 2016 due to being anti-dilutive: For the Years Ended December 31, 2018 2017 2016 Stock options 6,406,914 12,887,595 7,515,297 Restricted stock units 2,299,254 1,095,768 492,030 Performance stock units 1,248,632 2,742,301 5,247,987 Employee stock purchase plan shares 265,886 63,445 56,805 Warrants — 388,841 1,123,737 10,220,686 17,177,950 14,435,856 |
Acquisitions, Divestitures an_2
Acquisitions, Divestitures and Other Arrangements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Immedica Transaction [Member] | |
Gain on Divestiture | The gain on sale of assets recorded to the consolidated statement of comprehensive loss during the year ended December 31, 2018, was determined as follows (in thousands): Cash proceeds $ 35,000 Less net assets sold: Developed technology (4,443 ) Transaction costs (197 ) Gain on sale of assets $ 30,360 |
IMUKIN Sale [Member] | |
Gain on Divestiture | The gain on sale of assets recorded to the consolidated statement of comprehensive loss during the year ended December 31, 2018, was determined as follows (in thousands): Cash proceeds including $715 for inventory $ 9,477 Contingent consideration receivable 3,502 Less net assets sold: Inventory (623 ) Transaction costs (28 ) Gain on sale of assets $ 12,328 |
Chiesi Divestiture [Member] | |
Gain on Divestiture | The gain on divestiture recorded during the year ended December 31, 2017 was determined as follows (in thousands): Cash proceeds $ 72,462 Add reimbursement of royalties 27,101 Less net assets sold: Developed technology (47,261 ) Goodwill (16,285 ) Other (24,482 ) Transaction and other costs (5,268 ) Gain on divestiture $ 6,267 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Components of Inventories | The components of inventories as of December 31, 2018 and 2017 consisted of the following (in thousands): As of December 31, 2018 2017 Raw materials $ 5,092 $ 4,553 Work-in-process 27,068 27,589 Finished goods 18,591 29,513 Inventories, net $ 50,751 $ 61,655 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets as of December 31, 2018 and 2017 consisted of the following (in thousands): As of December 31, 2018 2017 Deferred charge for taxes on intra-company profit $ 21,734 $ 535 Rabbi trust assets 8,203 6,490 Prepaid income taxes 5,899 8 Medicine samples inventory 4,539 11,415 Other prepaid expenses and other current assets 30,453 24,954 Prepaid expenses and other current assets $ 70,828 $ 43,402 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | Property and equipment as of December 31, 2018 and 2017 consisted of the following (in thousands): As of December 31, 2018 2017 Software $ 14,843 $ 14,956 Leasehold improvements 9,982 9,415 Machinery and equipment 4,800 4,819 Computer equipment 2,485 2,235 Other 2,501 2,508 34,611 33,933 Less accumulated depreciation (19,197 ) (13,672 ) Construction in process 4,687 144 Property and equipment, net $ 20,101 $ 20,405 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The gross carrying amount of goodwill as of December 31, 2018 and 2017 was as follows (in thousands): Balance at December 31, 2016 $ 445,579 Goodwill derecognized on Chiesi divestiture (16,285 ) Adjustment relating to the acquisition of Raptor in 2016 (2,853 ) Balance at December 31, 2017 and 2018 426,441 Orphan and Rheumatology Primary Care Total Goodwill $ 371,883 $ 54,558 $ 426,441 |
Amortizable Intangible Assets | Intangible assets as of December 31, 2018 and December 31, 2017 consisted of the following (in thousands): As of December 31, 2018 2017 Cost Basis Impairment Accumulated Amortization Net Book Value Cost Basis Accumulated Amortization Net Book Value Developed technology $ 3,104,468 $ (48,451 ) $ (935,421 ) $ 2,120,596 $ 3,113,695 $ (671,403 ) $ 2,442,292 Customer relationships 8,100 — (3,470 ) 4,630 8,100 (2,659 ) 5,441 Total intangible assets $ 3,112,568 $ (48,451 ) $ (938,891 ) $ 2,125,226 $ 3,121,795 $ (674,062 ) $ 2,447,733 |
Estimated Future Amortization Expense | As of December 31, 2018, estimated future amortization expense was as follows (in thousands): 2019 $ 251,901 2020 251,205 2021 243,699 2022 242,428 2023 241,775 Thereafter 894,218 Total $ 2,125,226 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accrued Expenses [Member] | |
Payables And Accruals [Line Items] | |
Schedule of Accrued Liabilities / Expenses | Accrued expenses as of December 31, 2018 and 2017 consisted of the following (in thousands): As of December 31, 2018 2017 Payroll-related expenses $ 78,555 $ 56,338 Allowances for returns 39,041 37,863 Consulting and professional services 35,799 27,542 Accrued interest 13,196 14,127 Accrued upfront payment related to license agreement — 12,000 Accrued other 39,002 27,827 Accrued expenses $ 205,593 $ 175,697 |
Accrued Trade Discounts and R_2
Accrued Trade Discounts and Rebates (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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 December 31, 2018 and 2017 consisted of the following (in thousands): As of December 31, 2018 2017 Accrued commercial rebates and wholesaler fees $ 153,083 $ 190,215 Accrued co-pay and other patient assistance 179,463 230,533 Accrued government rebates and chargebacks 125,217 81,005 Accrued trade discounts and rebates $ 457,763 $ 501,753 Invoiced commercial rebates and wholesaler fees, co-pay and other patient assistance, and government rebates and chargebacks in accounts payable 3,666 15,042 Total customer-related accruals and allowances $ 461,429 $ 516,795 |
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 during the years ended December 31, 2018 and 2017 (in thousands): Wholesaler Fees Co-Pay and Government and Commercial Other Patient Rebates and Rebates Assistance Chargebacks Total Balance at December 31, 2016 $ 47,651 $ 205,143 $ 61,592 $ 314,386 Measurement period adjustment — — (1,350 ) (1,350 ) Current provisions relating to sales during the year ended December 31, 2017 635,919 1,907,669 331,559 2,875,147 Adjustments relating to prior-year sales 5,580 (59 ) (4,905 ) 616 Payments relating to sales during the year ended December 31, 2017 (445,621 ) (1,675,344 ) (237,574 ) (2,358,539 ) Payments relating to prior-year sales (53,044 ) (205,084 ) (55,337 ) (313,465 ) Balance at December 31, 2017 $ 190,485 $ 232,325 $ 93,985 $ 516,795 Current provisions relating to sales during the year ended December 31, 2018 590,316 1,970,714 411,449 2,972,479 Adjustments relating to prior-year sales (667 ) (374 ) (14,787 ) (15,828 ) Payments relating to sales during the year ended December 31, 2018 (436,871 ) (1,791,252 ) (283,124 ) (2,511,247 ) Payments relating to prior-year sales (189,818 ) (231,951 ) (79,001 ) (500,770 ) Balance at December 31, 2018 $ 153,445 $ 179,462 $ 128,522 $ 461,429 |
Accrued Royalties (Tables)
Accrued Royalties (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accrued Royalties [Member] | |
Schedule of Accrued Liabilities / Expenses | Changes to the liability for royalties for medicines acquired through business combinations during the years ended December 31, 2018 and 2017 consisted of the following (in thousands): Balance as of December 31, 2016 $ 331,175 Accrued royalties - current portion as of December 31, 2016 61,981 Accrued royalties, net of current as of December 31, 2016 269,194 Reclassification to other long-term liabilities (5,233 ) Remeasurement of royalty liabilities 13,004 Royalty payments (45,739 ) Accretion expense 51,127 Other royalty expense 310 Balance as of December 31, 2017 $ 344,644 Accrued royalties - current portion as of December 31, 2017 65,328 Accrued royalties, net of current as of December 31, 2017 279,316 Remeasurement of royalty liabilities (3,383 ) Royalty payments (51,873 ) Accretion expense 59,282 Other royalty expense 67 Balance as of December 31, 2018 $ 348,737 Accrued royalties - current portion as of December 31, 2018 63,363 Accrued royalties, net of current as of December 31, 2018 $ 285,374 |
Segment and Other Information (
Segment and Other Information (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Summary of Net Sales by Medicine for Reportable Segments | The following table reflects net sales by medicine for the Company’s reportable segments (in thousands): Year Ended December 31, 2018 2017 2016 KRYSTEXXA $ 258,920 $ 156,483 $ 91,102 RAVICTI 226,650 193,918 151,532 PROCYSBI 154,895 137,740 25,268 ACTIMMUNE 105,563 110,993 104,624 RAYOS 61,067 52,125 47,356 BUPHENYL 21,810 20,792 16,879 LODOTRA 2,067 5,393 4,193 QUINSAIR 504 3,442 1,039 Orphan and Rheumatology segment net sales $ 831,476 $ 680,886 $ 441,993 PENNSAID 2% 190,206 191,050 304,433 DUEXIS 114,672 121,161 173,728 VIMOVO 67,646 57,666 121,315 MIGERGOT 3,570 5,468 4,651 Primary Care segment net sales $ 376,094 $ 375,345 $ 604,127 Litigation settlement — — (65,000 ) Total net sales $ 1,207,570 $ 1,056,231 $ 981,120 |
Summary of Reconciliations of Segment Operating Income | The table below provides reconciliations of the Company’s segment operating income to the Company’s total loss before benefit for income taxes (in thousands): Year Ended December 31, 2018 2017 2016 Segment operating income: Orphan and Rheumatology $ 290,014 $ 241,135 $ 124,779 Primary Care 160,447 149,133 347,968 Reconciling items: Amortization, accretion and step-up: Intangible amortization expense (269,603 ) (276,613 ) (216,703 ) Accretion of royalty liabilities (59,565 ) (51,263 ) (40,616 ) Inventory step-up expense (17,312 ) (119,151 ) (71,137 ) Interest expense, net (121,692 ) (126,523 ) (86,610 ) Share-based compensation (114,860 ) (121,553 ) (114,144 ) Impairment of long-lived assets (50,302 ) (22,270 ) (71,260 ) Restructuring and realignment costs (15,350 ) (4,883 ) — Acquisition/divestiture-related costs (6,815 ) (177,035 ) (52,874 ) Depreciation (6,126 ) (6,631 ) (4,962 ) Litigation settlements (5,750 ) — (65,000 ) Drug substance harmonization costs (2,855 ) (10,651 ) — Fees relating to term loan refinancing (937 ) (5,220 ) — Foreign exchange loss (192 ) (260 ) (1,005 ) Upfront and milestone payments related to license agreements (90 ) (12,186 ) (2,000 ) Gain on divestiture — 6,267 — Loss on debt extinguishment — (978 ) — Other income, net 346 588 6,697 Charges relating to discontinuation of Friedreich's ataxia program 1,464 (239 ) (18,253 ) Remeasurement of royalties for medicines acquired through business combinations 3,383 (13,004 ) 713 Gain on sale of assets 42,688 — — Royalties for medicines acquired through business combinations 53,961 47,003 37,593 Loss before benefit for income taxes $ (119,146 ) $ (504,334 ) $ (226,814 ) |
Schedule of Gross Sales from Customers Included in Reportable Segments and All Other Customers as a Group | The following table presents the amount and percentage of gross sales from customers that represented more than 10% of the Company’s gross sales included in its two reportable segments, and all other customers as a group (in thousands, except percentages): Year ended December 31, 2018 2017 2016 Amount % of Gross Sales Amount % of Gross Sales Amount % of Gross Sales Customer A $ 1,553,333 36% $ 1,165,591 29% $ 667,031 20% Customer B 1,011,996 24% 1,205,268 30% 1,413,774 44% Customer C 526,398 12% 567,583 14% 355,920 11% Customer D 458,074 11% 16,304 0% — 0% Other Customers 714,652 17% 1,103,093 27% 797,463 25% Gross Sales $ 4,264,453 100% $ 4,057,839 100% $ 3,234,188 100% |
Summary of Net Sales Attributed to Geographic Sources | Geographic revenues are determined based on the country in which the Company’s customers are located. The following table presents a summary of net sales attributed to geographic sources (in thousands, except percentages): Year Ended December 31, Year Ended December 31, Year Ended December 31, 2016 Amount % of Total Net Sales Amount % of Total Net Sales Amount % of Total Net Sales United States $ 1,186,519 98% $ 1,026,527 97% $ 964,041 98% Rest of world 21,051 2% 29,704 3% 17,079 2% Total net sales $ 1,207,570 $ 1,056,231 $ 981,120 |
Summary of Total Long-Lived Assets by Location | The following table presents total tangible long-lived assets by location (in thousands): As of December 31, 2018 2017 United States $ 17,107 $ 17,089 Other 2,994 3,316 Total long-lived assets (1) $ 20,101 $ 20,405 (1) Long-lived assets consist of property and equipment. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Assets and Liabilities at Fair Value on Recurring Basis | The following tables set forth the Company’s financial assets and liabilities at fair value on a recurring basis as of December 31, 2018 and 2017 (in thousands): December 31, 2018 Level 1 Level 2 Level 3 Total Assets: Bank time deposits $ — $ 6,500 $ — $ 6,500 Money market funds 915,800 — — 915,800 Other current assets 8,203 — — 8,203 Total assets at fair value $ 924,003 $ 6,500 $ — $ 930,503 Liabilities: Other long-term liabilities (8,203 ) — — (8,203 ) Total liabilities at fair value $ (8,203 ) $ — $ — $ (8,203 ) December 31, 2017 Level 1 Level 2 Level 3 Total Assets: Bank time deposits $ — $ 3,000 $ — $ 3,000 Money market funds 687,000 — — 687,000 Other current assets 6,490 — — 6,490 Total assets at fair value $ 693,490 $ 3,000 $ — $ 696,490 Liabilities: Other long-term liabilities (6,490 ) — — (6,490 ) Total liabilities at fair value $ (6,490 ) $ — $ — $ (6,490 ) |
Debt Agreements (Tables)
Debt Agreements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Outstanding Debt Balances | The Company’s outstanding debt balances as of December 31, 2018 and 2017 consisted of the following (in thousands): As of December 31, 2018 2017 Term Loan Facility $ 818,026 $ 845,750 2023 Senior Notes 475,000 475,000 2024 Senior Notes 300,000 300,000 Exchangeable Senior Notes 400,000 400,000 Total face value 1,993,026 2,020,750 Debt discount (87,038 ) (108,054 ) Deferred financing fees (9,304 ) (11,041 ) Total long-term debt 1,896,684 1,901,655 Less: long-term debt - current portion — (10,625 ) Long-term debt, net of current portion $ 1,896,684 $ 1,891,030 |
Schedule of Maturities of Long-term Debt | Scheduled maturities with respect to the Company’s long-term debt are as follows (in thousands): 2019 $ — 2020 5,080 2021 6,774 2022 406,774 2023 481,774 Thereafter 1,092,624 Total $ 1,993,026 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments And Contingencies Disclosure [Abstract] | |
Schedule of Office Space Lease Agreements in Place for Real Properties | The Company has the following office space 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, 2031 Novato, California (2) 61,000 August 31, 2021 Brisbane, California 20,100 November 19, 2019 Chicago, Illinois 9,200 December 31, 2028 Mannheim, Germany 4,800 December 31, 2020 Other 12,400 May 31, 2020 to September 15, 2022 (1) In connection with the Lake Forest lease, the Company has provided a $2.0 million letter of credit to the landlord, through a commercial bank. (2) In March 2017, the Company vacated an area of the office space in Novato, California and in March and April 2017, the Company entered into sublease arrangements for this space with third parties. |
Schedule of Minimum Future Cash Payments Due under Lease Obligations | As of December 31, 2018, minimum future cash payments due under lease obligations were as follows (in thousands): 2019 $ 6,228 2020 6,680 2021 5,788 2022 4,565 2023 4,442 Thereafter 36,696 Total $ 64,399 |
Share-Based and Long-Term Inc_2
Share-Based and Long-Term Incentive Plans (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock Option Activity | The following table summarizes stock option activity during the year ended December 31, 2018: Weighted Average Weighted Contractual Term Aggregate Average Remaining Intrinsic Value Options Exercise Price (in years) (in thousands) Outstanding as of December 31, 2017 14,275,316 $ 18.04 6.97 $ 25,005 Granted 403,973 14.41 Exercised (1,768,038 ) 9.65 Forfeited (676,036 ) 18.24 Expired (407,450 ) 21.00 Outstanding as of December 31, 2018 11,827,765 19.06 6.24 37,257 Vested and Expected to vest as of December 31, 2018 11,686,892 19.08 6.22 36,905 Exercisable as of December 31, 2018 10,043,374 $ 19.10 5.98 $ 33,033 Stock options typically have a contractual term of ten years from grant date. |
Summary of Outstanding Stock Options | The following table summarizes the Company’s outstanding stock options at December 31, 2018: Options Outstanding Options Exercisable Weighted Average Weighted Weighted Average Weighted Remaining Average Remaining Number of options Average Contractual Number Exercise Contractual Exercise Price Ranges outstanding Exercise Price Term (in years) Exercisable Price Term (in years) $2.01 - $4.00 459,812 $ 2.70 4.03 459,812 $ 2.70 4.03 $4.01- $8.00 739,340 6.80 4.02 739,340 6.80 4.02 $8.01 - $12.00 392,531 8.97 5.44 392,531 8.97 5.44 $12.01 - $17.00 2,367,515 14.25 6.79 1,841,877 14.19 6.24 $17.01 - $22.00 2,291,328 18.11 7.24 1,475,082 18.35 6.93 $22.01 - $28.00 3,324,112 22.30 6.11 3,116,470 22.29 6.10 $28.01 - $36.00 2,253,127 29.43 6.16 2,018,262 29.39 6.13 11,827,765 $ 19.06 6.24 10,043,374 $ 19.10 5.98 |
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 years ended December 31, 2018, 2017 and 2016, and assumptions used to value stock options, are as follows: 2018 2017 2016 Dividend yield — — — Risk-free interest rate 2.3%-2.8% 1.8%-2.2% 1.3%-2.2% Weighted average volatility 49.5 % 49.1 % 73.2 % Expected life (in years) 5.56 5.99 6.02 Weighted average grant date fair value per share of options granted $ 6.93 $ 7.96 $ 11.58 |
Summary of Restricted Stock Unit Activity | The following table summarizes restricted stock unit activity for the year ended December 31, 2018: Weighted Average Number of Grant-Date Fair Units Value Per Units Outstanding as of December 31, 2017 5,283,850 $ 14.77 Granted 4,983,368 15.85 Vested (2,654,259 ) 14.54 Forfeited (840,141 ) 15.54 Outstanding as of December 31, 2018 6,772,818 $ 15.56 The grant-date fair value of restricted stock units is the closing price of the Company’s shares on the date of grant. |
Summary of Performance Stock Unit Awards (PSUs) Activity | The following table summarizes performance stock unit awards (“PSUs”) activity for the year ended December 31, 2018: Weighted Recorded Average Weighted Grant-Date Average Average Number Fair Value Illiquidity Fair Value of Units Per Unit Discount Per Unit Outstanding as of December 31, 2017 7,854,880 Granted 1,413,257 $ 16.08 2.6 % $ 15.66 Forfeited (19,314 ) 16.64 0.0 % 16.64 Expired (1) (7,854,880 ) 14.82 14.9 % 12.60 Outstanding as of December 31, 2018 1,393,943 (1) During the year ended December 31, 2018, the final tranches of the Company’s PSUs outstanding at December 31, 2017 expired due to failure to meet the Company’s minimum total compounded annual shareholder rate of return (“TSR”) requirement. |
Summary of Significant Valuation Assumptions | All PSUs outstanding at December 31, 2018, may vest in a range of between 0% and 200%, based on the performance metrics described above. The Company accounts for the 2018 PSUs as equity-settled awards in accordance with ASC 718. Because the value of the Relative TSR PSUs are 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 Relative TSR PSUs. As a result, the Monte Carlo model is applied and the most significant valuation assumptions used during the year ended December 31, 2018, include: Valuation date stock price 13.87 Expected volatility 71.3 % Risk-free rate 2.6 % |
Summary of Share-Based Compensation Expense | The following table summarizes share-based compensation expense included in the Company’s consolidated statements of comprehensive loss for the years ended December 31, 2018, 2017 and 2016 (in thousands): For the Years Ended December 31, 2018 2017 2016 Share-based compensation expense: Cost of goods sold $ 3,699 $ 2,469 $ 26 Research and development 8,880 9,263 9,413 Selling, general and administrative 102,281 109,821 104,705 Total share-based compensation expense $ 114,860 $ 121,553 $ 114,144 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Company's of Loss Before Benefit for Income Taxes | The Company’s loss before benefit for income taxes by jurisdiction for the years ended December 31, 2018, 2017 and 2016 is as follows (in thousands): For the Years Ended December 31, 2018 2017 2016 Ireland $ (10,944 ) $ (16,956 ) $ (27,955 ) United States (176,837 ) (271,102 ) (165,476 ) Other foreign 68,635 (216,276 ) (33,383 ) Loss before benefit for income taxes $ (119,146 ) $ (504,334 ) $ (226,814 ) |
Components of benefit for Income Taxes | The components of the benefit for income taxes were as follows for the years ended December 31, 2018, 2017 and 2016 (in thousands): For the Years Ended December 31, 2018 2017 2016 Current provision (benefit) Ireland $ (245 ) $ 2,922 $ 1,187 U.S. – Federal and State 42,791 12,085 10,491 Other foreign 843 831 679 Total current provision 43,389 15,838 12,357 Deferred (benefit) provision Ireland $ (14,184 ) $ (6,294 ) $ (2,054 ) U.S. – Federal and State (62,995 ) (120,111 ) (69,073 ) Other foreign (11,169 ) 7,818 (2,481 ) Total deferred benefit (88,348 ) (118,587 ) (73,608 ) Total benefit for income taxes $ (44,959 ) $ (102,749 ) $ (61,251 ) |
Reconciliation Between Irish Statutory Rate and U.S Federal Statutory Income Tax Rate | A reconciliation between the Irish statutory income tax rate to the Company’s effective tax rate for 2018, 2017 and 2016 is as follows (in thousands): For the Years Ended December 31, 2018 2017 2016 Irish income tax at statutory rate (12.5%) $ (14,893 ) $ (63,042 ) $ (28,352 ) Foreign tax rate differential 13,221 (10,923 ) (2,051 ) Liquidation of foreign partnership (42,689 ) — — Write-off and reinstatement of U.S. deferred tax asset related to interest expense carryforwards due to the Tax Act (37,392 ) 59,243 — Notional interest deduction (24,455 ) (27,020 ) (35,075 ) Intra-company inventory transfers (11,169 ) (8,888 ) 2,154 U.S. state income taxes (6,515 ) 214 8,579 U.S. federal and state tax credits (4,405 ) (3,608 ) (3,613 ) Change in valuation allowances (1,115 ) (1,378 ) (6,117 ) Impact of the Tax Act on deferred taxes — (134,182 ) — Non-deductible in-process research and development costs — 51,148 — Uncertain tax positions 2,456 4,976 2,837 Disallowed interest 3,023 2,990 2,620 Disqualified compensation expense 4,831 1,305 2,555 Change in U.S. state effective tax rate 8,103 (2,329 ) (17,246 ) Share-based compensation 21,383 26,811 7,125 Intra-company asset transfers 45,780 — — Other, net (1,123 ) 1,934 5,333 Benefit for income taxes $ (44,959 ) $ (102,749 ) $ (61,251 ) Effective income tax rate 37.7 % 20.4 % 27.0 % |
Deferred Tax Assets and Liabilities | The tax effects of the temporary differences, tax credits and net operating losses that give rise to significant portions of deferred tax assets and liabilities, before jurisdictional netting, are as follows (in thousands): As of December 31, 2018 2017 Deferred tax assets: Net operating loss carryforwards $ 51,264 $ 65,650 Intercompany interest 52,605 — U.S. federal and state credits 43,786 35,465 Accrued compensation 40,942 46,420 Contingent royalties 30,321 33,436 Accruals and reserves 12,381 11,089 Capital loss carryforwards 3,139 2,796 Alternative minimum tax credit 2,816 13,972 Other 1,004 2,259 Total deferred tax assets 238,258 211,087 Valuation allowance (26,472 ) (25,650 ) Deferred tax assets, net of valuation allowance $ 211,786 $ 185,437 Deferred tax liabilities: Intangible assets $ 283,473 $ 315,970 Debt discount 18,795 23,372 Inventories — 570 Total deferred tax liabilities 302,268 339,912 Net deferred income tax liability $ 90,482 $ 154,475 |
Reconciliation of Beginning and Ending Amounts of Valuation Allowance | A reconciliation of the beginning and ending amounts of valuation allowances for the years ended December 31, 2018, 2017 and 2016 is as follows (in thousands): Valuation allowances at December 31, 2015 $ (31,310 ) Increase for 2016 activity (14,636 ) Release of valuation allowances 15,056 Additions to valuation allowances due to acquisitions (1,642 ) Valuation allowances at December 31, 2016 $ (32,532 ) Increase for 2017 activity (6,835 ) Release of valuation allowances 5,313 Decreases to valuation allowances due to divestiture 8,404 Valuation allowances at December 31, 2017 $ (25,650 ) Increase for 2018 activity (3,328 ) Release of valuation allowances 2,506 Valuation allowances at December 31, 2018 $ (26,472 ) |
Changes in Uncertain Income Tax Positions | The changes in the Company's uncertain income tax positions for the years ended December 31, 2018, 2017 and 2016, excluding interest and penalties, consisted of the following (in thousands): For the Years Ended December 31, 2018 2017 2016 Beginning balance – uncertain tax positions $ 23,404 $ 17,747 $ 9,812 Tax positions in the year: Additions 1,899 2,451 471 Acquired uncertain tax positions — — 5,362 Tax positions related to prior years: Additions 1,531 4,145 2,102 Settlements and lapses (528 ) (939 ) — Ending balance – uncertain tax positions $ 26,306 $ 23,404 $ 17,747 |
Selected Quarterly Financial _2
Selected Quarterly Financial Information (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Selected Financial Results of Operations | The following table provides a summary of selected financial results of operations by quarter for the years ended December 31, 2018 and 2017 (in thousands, except per share data): 2018 First Second Third Fourth Net sales $ 223,881 $ 302,835 $ 325,311 $ 355,543 Gross profit 108,542 203,548 227,140 246,023 Operating (loss) income (126,555 ) 2,609 55,086 71,252 Net (loss) income (156,574 ) (32,041 ) 26,870 87,558 Net (loss) income per ordinary share - basic $ (0.95 ) $ (0.19 ) $ 0.16 $ 0.52 Net (loss) income per ordinary share - diluted (0.95 ) (0.19 ) 0.16 0.50 2017 First Second Third Fourth Net sales $ 220,859 $ 289,507 $ 271,646 $ 274,219 Gross profit 81,971 159,596 146,380 130,950 Operating (loss) income (105,155 ) (185,428 ) (25,500 ) (67,345 ) Net (loss) income (90,342 ) (209,297 ) (63,720 ) (38,225 ) Net (loss) income per ordinary share - basic and diluted $ (0.56 ) $ (1.28 ) $ (0.39 ) $ (0.27 ) |
Summary of Revision of Prior Period Financial Statements | The following are selected line items from the Company’s annual consolidated financial statements illustrating the effect of the revisions: Consolidated Balance Sheet as of December 31, 2017 As Previously Reported Revision As Revised Developed technology, net $ 2,443,949 $ (1,657 ) $ 2,442,292 Total assets 4,203,955 (1,657 ) 4,202,298 Accrued royalties, net of current 291,185 (11,869 ) 279,316 Total long-term liabilities 2,417,888 (11,869 ) 2,406,019 Accumulated deficit (1,252,329 ) 10,212 (1,242,117 ) Total shareholders’ equity 991,098 10,212 1,001,310 Total liabilities and shareholders' equity 4,203,955 (1,657 ) 4,202,298 Consolidated Statements of Comprehensive Loss For the Twelve Months Ended December 31, 2017 For the Twelve Months Ended December 31, 2016 As Previously Reported Revision As Revised As Previously Reported Revision As Revised Cost of goods sold $ 546,275 $ (8,941 ) $ 537,334 $ 393,272 $ (1,271 ) $ 392,001 Gross profit 509,956 8,941 518,897 587,848 1,271 589,119 Operating loss (392,369 ) 8,941 (383,428 ) (147,167 ) 1,271 (145,896 ) Loss before benefit for income taxes (513,275 ) 8,941 (504,334 ) (228,085 ) 1,271 (226,814 ) Net loss (410,526 ) 8,941 (401,585 ) (166,834 ) 1,271 (165,563 ) Net loss per ordinary share—basic (2.52 ) 0.06 (2.46 ) (1.04 ) 0.01 (1.03 ) Net loss per ordinary share—diluted (2.52 ) 0.06 (2.46 ) (1.04 ) 0.01 (1.03 ) Comprehensive loss (408,423 ) 8,941 (399,482 ) (167,269 ) 1,271 (165,998 ) Consolidated Statements of Comprehensive Income (Loss) For the Three Months Ended September 30, 2018 For the Nine Months Ended September 30, 2018 As Previously Reported Revision As Revised As Previously Reported Revision As Revised Cost of goods sold $ 99,011 $ (840 ) $ 98,171 $ 315,185 $ (2,388 ) $ 312,797 Gross profit 226,300 840 227,140 536,842 2,388 539,230 Operating income (loss) 54,246 840 55,086 (71,247 ) 2,388 (68,859 ) Income (loss) before (benefit) expense for income taxes 24,297 840 25,137 (162,271 ) 2,388 (159,883 ) Net income (loss) 26,030 840 26,870 (164,134 ) 2,388 (161,746 ) Net income (loss) per ordinary share—basic 0.16 — 0.16 (0.99 ) 0.02 (0.97 ) Net income (loss) per ordinary share—diluted 0.15 0.01 0.16 (0.99 ) 0.02 (0.97 ) Comprehensive income (loss) 25,897 840 26,737 (164,412 ) 2,388 (162,024 ) Consolidated Statements of Comprehensive Loss For the Three Months Ended June 30, 2018 For the Six Months Ended June 30, 2018 As Previously Reported Revision As Revised As Previously Reported Revision As Revised Cost of goods sold $ 100,082 $ (795 ) $ 99,287 $ 216,174 $ (1,548 ) $ 214,626 Gross profit 202,753 795 203,548 310,542 1,548 312,090 Operating income (loss) 1,814 795 2,609 (125,494 ) 1,548 (123,946 ) Loss before expense for income taxes (28,874 ) 795 (28,079 ) (186,568 ) 1,548 (185,020 ) Net loss (32,836 ) 795 (32,041 ) (190,164 ) 1,548 (188,616 ) Net loss per ordinary share—basic (0.20 ) 0.01 (0.19 ) (1.15 ) 0.01 (1.14 ) Net loss per ordinary share—diluted (0.20 ) 0.01 (0.19 ) (1.15 ) 0.01 (1.14 ) Comprehensive loss (33,444 ) 795 (32,649 ) (190,309 ) 1,548 (188,761 ) Consolidated Statements of Comprehensive Loss For the Three Months Ended March 31, 2018 As Previously Reported Revision As Revised Cost of goods sold $ 116,092 $ (753 ) $ 115,339 Gross profit 107,789 753 108,542 Operating loss (127,308 ) 753 (126,555 ) Loss before benefit for income taxes (157,694 ) 753 (156,941 ) Net loss (157,327 ) 753 (156,574 ) Net loss per ordinary share—basic (0.96 ) 0.01 (0.95 ) Net loss per ordinary share—diluted (0.96 ) 0.01 (0.95 ) Comprehensive loss (156,864 ) 753 (156,111 ) Consolidated Statements of Comprehensive Loss For the Three Months Ended December 31, 2017 As Previously Reported Revision As Revised Cost of goods sold $ 151,492 $ (8,223 ) $ 143,269 Gross profit 122,727 8,223 130,950 Operating loss (75,568 ) 8,223 (67,345 ) Loss before benefit for income taxes (107,059 ) 8,223 (98,836 ) Net loss (46,448 ) 8,223 (38,225 ) Net loss per ordinary share—basic (0.28 ) 0.05 (0.23 ) Net loss per ordinary share—diluted (0.28 ) 0.05 (0.23 ) Comprehensive loss (45,090 ) 8,223 (36,867 ) Consolidated Statements of Comprehensive Loss For the Three Months Ended September 30, 2017 For the Nine Months Ended September 30, 2017 As Previously Reported Revision As Revised As Previously Reported Revision As Revised Cost of goods sold $ 125,517 $ (251 ) $ 125,266 $ 394,783 $ (718 ) $ 394,065 Gross profit 146,129 251 146,380 387,229 718 387,947 Operating loss (25,751 ) 251 (25,500 ) (316,801 ) 718 (316,083 ) Loss before benefit for income taxes (56,790 ) 251 (56,539 ) (406,216 ) 718 (405,498 ) Net loss (63,971 ) 251 (63,720 ) (364,078 ) 718 (363,360 ) Net loss per ordinary share—basic (0.39 ) — (0.39 ) (2.24 ) 0.01 (2.23 ) Net loss per ordinary share—diluted (0.39 ) — (0.39 ) (2.24 ) 0.01 (2.23 ) Comprehensive loss (64,180 ) 251 (63,929 ) (363,333 ) 718 (362,615 ) Consolidated Statements of Comprehensive Loss For the Three Months Ended June 30, 2017 For the Six Months Ended June 30, 2017 As Previously Reported Revision As Revised As Previously Reported Revision As Revised Cost of goods sold $ 130,150 $ (239 ) $ 129,911 $ 269,266 $ (467 ) $ 268,799 Gross profit 159,357 239 159,596 241,100 467 241,567 Operating loss (185,667 ) 239 (185,428 ) (291,050 ) 467 (290,583 ) Loss before benefit for income taxes (211,303 ) 239 (211,064 ) (349,426 ) 467 (348,959 ) Net loss (209,536 ) 239 (209,297 ) (300,106 ) 467 (299,639 ) Net loss per ordinary share—basic (1.29 ) 0.01 (1.28 ) (1.85 ) 0.01 (1.84 ) Net loss per ordinary share—diluted (1.29 ) 0.01 (1.28 ) (1.85 ) 0.01 (1.84 ) Comprehensive loss (208,910 ) 239 (208,671 ) (299,152 ) 467 (298,685 ) Consolidated Statements of Comprehensive Loss For the Three Months Ended March 31, 2017 As Previously Reported Revision As Revised Cost of goods sold $ 139,116 $ (228 ) $ 138,888 Gross profit 81,743 228 81,971 Operating loss (105,383 ) 228 (105,155 ) Loss before benefit for income taxes (138,123 ) 228 (137,895 ) Net loss (90,570 ) 228 (90,342 ) Net loss per ordinary share—basic (0.56 ) — (0.56 ) Net loss per ordinary share—diluted (0.56 ) — (0.56 ) Comprehensive loss (90,242 ) 228 (90,014 ) |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Detail) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Jun. 30, 2018Segment | Dec. 31, 2018USD ($)Segment | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Basis Of Presentation [Line Items] | |||||
Number of reportable segments | Segment | 2 | 2 | |||
Total shareholders’ equity | $ 1,054,157 | $ 1,001,310 | $ 1,265,050 | $ 1,313,145 | |
Reclassification [Member] | |||||
Basis Of Presentation [Line Items] | |||||
Total shareholders’ equity | $ 10,212 | $ 1,300 | |||
KRYSTEXXA [Member] | |||||
Basis Of Presentation [Line Items] | |||||
Royalty earlier than the date originally assumed in the calculations | 2 years 6 months |
Basis of Presentation - Summary
Basis of Presentation - Summary of Revision of Prior Period Effect on Consolidated Balance Sheet (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Basis Of Presentation [Line Items] | ||||
Intangible assets, net | $ 2,125,226 | $ 2,447,733 | ||
Total assets | 4,146,371 | 4,202,298 | ||
Accrued royalties, net of current | 285,374 | 279,316 | $ 269,194 | |
Total long-term liabilities | 2,330,310 | 2,406,019 | ||
Accumulated deficit | (1,314,718) | (1,242,117) | ||
Total shareholders’ equity | 1,054,157 | 1,001,310 | 1,265,050 | $ 1,313,145 |
Total liabilities and shareholders' equity | 4,146,371 | 4,202,298 | ||
As Previously Reported [Member] | ||||
Basis Of Presentation [Line Items] | ||||
Total assets | 4,203,955 | |||
Accrued royalties, net of current | 291,185 | |||
Total long-term liabilities | 2,417,888 | |||
Accumulated deficit | (1,252,329) | |||
Total shareholders’ equity | 991,098 | |||
Total liabilities and shareholders' equity | 4,203,955 | |||
Reclassification [Member] | ||||
Basis Of Presentation [Line Items] | ||||
Total assets | (1,657) | |||
Accrued royalties, net of current | (11,869) | |||
Total long-term liabilities | (11,869) | |||
Accumulated deficit | 10,212 | |||
Total shareholders’ equity | 10,212 | $ 1,300 | ||
Total liabilities and shareholders' equity | (1,657) | |||
Developed Technology [Member] | ||||
Basis Of Presentation [Line Items] | ||||
Intangible assets, net | $ 2,120,596 | 2,442,292 | ||
Developed Technology [Member] | As Previously Reported [Member] | ||||
Basis Of Presentation [Line Items] | ||||
Intangible assets, net | 2,443,949 | |||
Developed Technology [Member] | Reclassification [Member] | ||||
Basis Of Presentation [Line Items] | ||||
Intangible assets, net | $ (1,657) |
Basis of Presentation - Summa_2
Basis of Presentation - Summary of Revision of Prior Period Effect on Consolidated Statements of Comprehensive Loss (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Basis Of Presentation [Line Items] | |||||||||||||||
Cost of goods sold | $ 98,171 | $ 99,287 | $ 115,339 | $ 143,269 | $ 125,266 | $ 129,911 | $ 138,888 | $ 214,626 | $ 268,799 | $ 312,797 | $ 394,065 | $ 422,317 | $ 537,334 | $ 392,001 | |
Gross profit | $ 246,023 | 227,140 | 203,548 | 108,542 | 130,950 | 146,380 | 159,596 | 81,971 | 312,090 | 241,567 | 539,230 | 387,947 | 785,253 | 518,897 | 589,119 |
Operating loss | 71,252 | 55,086 | 2,609 | (126,555) | (67,345) | (25,500) | (185,428) | (105,155) | (123,946) | (290,583) | (68,859) | (316,083) | 2,392 | (383,428) | (145,896) |
Loss before benefit for income taxes | 25,137 | (28,079) | (156,941) | (98,836) | (56,539) | (211,064) | (137,895) | (185,020) | (348,959) | (159,883) | (405,498) | (119,146) | (504,334) | (226,814) | |
Net loss | $ 87,558 | $ 26,870 | $ (32,041) | $ (156,574) | $ (38,225) | $ (63,720) | $ (209,297) | $ (90,342) | $ (188,616) | $ (299,639) | $ (161,746) | $ (363,360) | (74,187) | $ (401,585) | $ (165,563) |
Net loss per ordinary share—basic | $ 0.52 | $ 0.16 | $ (0.19) | $ (0.95) | $ (0.23) | $ (0.39) | $ (1.28) | $ (0.56) | $ (1.14) | $ (1.84) | $ (0.97) | $ (2.23) | $ (2.46) | $ (1.03) | |
Net loss per ordinary share—diluted | $ 0.50 | $ 0.16 | $ (0.19) | $ (0.95) | $ (0.23) | $ (0.39) | $ (1.28) | $ (0.56) | $ (1.14) | $ (1.84) | $ (0.97) | $ (2.23) | $ (2.46) | $ (1.03) | |
Comprehensive loss | $ 26,737 | $ (32,649) | $ (156,111) | $ (36,867) | $ (63,929) | $ (208,671) | $ (90,014) | $ (188,761) | $ (298,685) | $ (162,024) | $ (362,615) | $ (74,727) | $ (399,482) | $ (165,998) | |
As Previously Reported [Member] | |||||||||||||||
Basis Of Presentation [Line Items] | |||||||||||||||
Cost of goods sold | 99,011 | 100,082 | 116,092 | 151,492 | 125,517 | 130,150 | 139,116 | 216,174 | 269,266 | 315,185 | 394,783 | 546,275 | 393,272 | ||
Gross profit | 226,300 | 202,753 | 107,789 | 122,727 | 146,129 | 159,357 | 81,743 | 310,542 | 241,100 | 536,842 | 387,229 | 509,956 | 587,848 | ||
Operating loss | 54,246 | 1,814 | (127,308) | (75,568) | (25,751) | (185,667) | (105,383) | (125,494) | (291,050) | (71,247) | (316,801) | (392,369) | (147,167) | ||
Loss before benefit for income taxes | 24,297 | (28,874) | (157,694) | (107,059) | (56,790) | (211,303) | (138,123) | (186,568) | (349,426) | (162,271) | (406,216) | (513,275) | (228,085) | ||
Net loss | $ 26,030 | $ (32,836) | $ (157,327) | $ (46,448) | $ (63,971) | $ (209,536) | $ (90,570) | $ (190,164) | $ (300,106) | $ (164,134) | $ (364,078) | $ (410,526) | $ (166,834) | ||
Net loss per ordinary share—basic | $ 0.16 | $ (0.20) | $ (0.96) | $ (0.28) | $ (0.39) | $ (1.29) | $ (0.56) | $ (1.15) | $ (1.85) | $ (0.99) | $ (2.24) | $ (2.52) | $ (1.04) | ||
Net loss per ordinary share—diluted | $ 0.15 | $ (0.20) | $ (0.96) | $ (0.28) | $ (0.39) | $ (1.29) | $ (0.56) | $ (1.15) | $ (1.85) | $ (0.99) | $ (2.24) | $ (2.52) | $ (1.04) | ||
Comprehensive loss | $ 25,897 | $ (33,444) | $ (156,864) | $ (45,090) | $ (64,180) | $ (208,910) | $ (90,242) | $ (190,309) | $ (299,152) | $ (164,412) | $ (363,333) | $ (408,423) | $ (167,269) | ||
Reclassification [Member] | |||||||||||||||
Basis Of Presentation [Line Items] | |||||||||||||||
Cost of goods sold | (840) | (795) | (753) | (8,223) | (251) | (239) | (228) | (1,548) | (467) | (2,388) | (718) | (8,941) | (1,271) | ||
Gross profit | 840 | 795 | 753 | 8,223 | 251 | 239 | 228 | 1,548 | 467 | 2,388 | 718 | 8,941 | 1,271 | ||
Operating loss | 840 | 795 | 753 | 8,223 | 251 | 239 | 228 | 1,548 | 467 | 2,388 | 718 | 8,941 | 1,271 | ||
Loss before benefit for income taxes | 840 | 795 | 753 | 8,223 | 251 | 239 | 228 | 1,548 | 467 | 2,388 | 718 | 8,941 | 1,271 | ||
Net loss | $ 840 | $ 795 | $ 753 | $ 8,223 | 251 | $ 239 | 228 | $ 1,548 | $ 467 | $ 2,388 | $ 718 | $ 8,941 | $ 1,271 | ||
Net loss per ordinary share—basic | $ 0.01 | $ 0.01 | $ 0.05 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.02 | $ 0.01 | $ 0.06 | $ 0.01 | |||||
Net loss per ordinary share—diluted | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.05 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.02 | $ 0.01 | $ 0.06 | $ 0.01 | ||||
Comprehensive loss | $ 840 | $ 795 | $ 753 | $ 8,223 | $ 251 | $ 239 | $ 228 | $ 1,548 | $ 467 | $ 2,388 | $ 718 | $ 8,941 | $ 1,271 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Jun. 30, 2018Segment | Dec. 31, 2018USD ($)SegmentCustomer | Dec. 31, 2017USD ($)Customer | Dec. 31, 2016USD ($) | Jan. 01, 2019USD ($) | Jan. 01, 2018USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | ||||||
Impairment of long-lived assets | $ 50,302 | $ 22,270 | $ 71,260 | |||
Selling, general and administrative | $ 692,485 | 655,093 | 603,048 | |||
Number of reportable segments | Segment | 2 | 2 | ||||
Cash discount to incentive for prompt payment | 2.00% | |||||
Tax Cuts and Jobs Act of 2017, incomplete accounting, provisional income tax expense (benefit) | (74,900) | |||||
U.S. federal corporate tax rate | 21.00% | |||||
Measurement period adjustment for deferred tax asset reinstatement | $ (37,400) | 59,200 | ||||
Impact of the deferred tax asset reinstatement, percent | 31.40% | |||||
Research and development expenses | $ 82,762 | 224,962 | 60,707 | |||
Advertising expenses | 21,600 | 19,200 | 14,400 | |||
Accounts receivable | 59,697 | 84,444 | 68,271 | |||
Accounts receivable, net | 464,730 | 405,214 | ||||
Accrued expenses | 205,593 | 175,697 | ||||
Accrued Expenses and Accrued Royalties [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Accrued expenses and accrued royalties | $ (9,972) | (82,203) | 14,629 | |||
Accounting Standards Update ("ASU") No. 2014-09 Revenue from Contracts with Customers [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Adjustment to retained earnings in adoption of new accounting policy | $ 11,300 | |||||
Accounts receivable | 22,600 | |||||
Accounting Standards Update ("ASU") No. 2014-09 Revenue from Contracts with Customers [Member] | Difference between Revenue Guidance in Effect before and after Topic 606 [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Accounts receivable, net | (37,900) | |||||
Accrued expenses | $ 37,900 | |||||
Accounting Standards Update ("ASU") No. 2014-09 Revenue from Contracts with Customers [Member] | Accrued Expenses and Accrued Royalties [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Accrued expenses and accrued royalties | 800 | |||||
ASU No. 2016-16 [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Cumulative-effect adjustment of unrecognized deferred charges directly to retained earnings | $ 9,300 | |||||
ASU No. 2016-02 [Member] | Subsequent Event [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Lease liabilities | $ 38,000 | |||||
Right-of-use asset | $ 36,000 | |||||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Number of major customers for accounts receivable | Customer | 4 | 4 | ||||
Percentage of concentration risk | 85.00% | 74.00% | ||||
Maximum [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Cash and cash equivalents maturity period | 3 months | |||||
Useful life of intangible assets | 13 years | |||||
Minimum [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Useful life of intangible assets | 5 years | |||||
Reclassification [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Selling, general and administrative | $ 5,300 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Depreciation and Amortization Periods for Property and Equipment (Detail) | 12 Months Ended |
Dec. 31, 2018 | |
Machinery and Equipment [Member] | Minimum [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Depreciation and amortization | 5 years |
Machinery and Equipment [Member] | Maximum [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Depreciation and amortization | 7 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Depreciation and amortization | 3 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Depreciation and amortization | 5 years |
Computer Equipment [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Depreciation and amortization | 3 years |
Software [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Depreciation and amortization | 3 years |
Trade Show Equipment [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Depreciation and amortization | 3 years |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Summary of Adjustments made to Conform Prior Period Classifications as a Result of Adoption of ASU No 2016-18 and ASU No 2016-15 (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Summary Of Significant Accounting Policies [Line Items] | ||||
Net cash provided by operating activities | $ 194,543 | $ 284,340 | $ 369,456 | |
Net cash used in investing activities | 27,653 | (102,185) | (1,370,646) | |
Net cash provided by financing activities | (16,596) | 54,276 | 657,074 | |
Cash, cash equivalents and restricted cash | $ 962,117 | 757,897 | 516,150 | $ 861,476 |
As Filed [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Net cash provided by operating activities | 280,208 | 369,456 | ||
Net cash used in investing activities | (101,619) | (1,375,881) | ||
Net cash provided by financing activities | 58,408 | 657,074 | ||
Cash, cash equivalents and restricted cash | 751,368 | 509,055 | 859,616 | |
ASU 2016-18 [Member] | Reclassification [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Net cash used in investing activities | (566) | 5,235 | ||
Cash, cash equivalents and restricted cash | 6,529 | $ 7,095 | $ 1,860 | |
ASU 2016-15 [Member] | Reclassification [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Net cash provided by operating activities | 4,132 | |||
Net cash provided by financing activities | $ (4,132) |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Summary of Adjustments made to Conform Prior Period Classifications as a Result of Adoption of ASU No 2016-18 and ASU No 2016-15 (Parenthetical) (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2015 | |
Summary Of Significant Accounting Policies [Line Items] | ||||
Restricted cash balance | $ 6,529 | $ 3,405 | ||
Debt extinguishment costs | 145 | |||
ASU 2016-18 [Member] | Reclassification [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Restricted cash balance | 6,500 | $ 7,100 | $ 1,900 | |
ASU 2016-15 [Member] | Reclassification [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Prepayment penalties | 3,800 | 3,800 | ||
Debt extinguishment costs | $ 300 | $ 300 |
Net Loss per Share - Basic and
Net Loss per Share - Basic and Diluted Loss per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Basic and diluted loss per share calculation: | |||||||||||||||
Net loss | $ 87,558 | $ 26,870 | $ (32,041) | $ (156,574) | $ (38,225) | $ (63,720) | $ (209,297) | $ (90,342) | $ (188,616) | $ (299,639) | $ (161,746) | $ (363,360) | $ (74,187) | $ (401,585) | $ (165,563) |
Weighted average of ordinary shares outstanding | 166,155,405 | 163,122,663 | 160,699,543 | ||||||||||||
Basic and diluted net loss per share | $ (0.27) | $ (0.39) | $ (1.28) | $ (0.56) | $ (0.45) | $ (2.46) | $ (1.03) |
Net Loss per Share - Schedule o
Net Loss per Share - Schedule of Outstanding Securities Excluded from Computation of Diluted Loss per Ordinary Share (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Reconciliation of basic and diluted earnings per share | 10,220,686 | 17,177,950 | 14,435,856 |
Warrants [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Reconciliation of basic and diluted earnings per share | 388,841 | 1,123,737 | |
Employee Stock Purchase Plans Shares [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Reconciliation of basic and diluted earnings per share | 265,886 | 63,445 | 56,805 |
Stock Options [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Reconciliation of basic and diluted earnings per share | 6,406,914 | 12,887,595 | 7,515,297 |
Restricted Stock Units [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Reconciliation of basic and diluted earnings per share | 2,299,254 | 1,095,768 | 492,030 |
Performance Stock Units [Member] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Reconciliation of basic and diluted earnings per share | 1,248,632 | 2,742,301 | 5,247,987 |
Net Loss per Share - Additional
Net Loss per Share - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Mar. 13, 2015 | |
Earnings Per Share [Line Items] | ||||
Senior notes | $ 1,564,485 | $ 1,576,646 | ||
Incremental common shares attributable to dilutive effect of conversion of Exchangeable Senior Notes | 0 | 0 | 0 | |
Exchangeable Senior Notes [Member] | ||||
Earnings Per Share [Line Items] | ||||
Interest rate | 2.50% | |||
Horizon Investment [Member] | Exchangeable Senior Notes [Member] | ||||
Earnings Per Share [Line Items] | ||||
Senior notes | $ 400,000 | |||
Maturity year of debt instrument | 2,022 | 2,022 | ||
Interest rate | 2.50% | 2.50% |
Acquisitions, Divestitures an_3
Acquisitions, Divestitures and Other Arrangements - Additional Information (Detail) € in Millions | Dec. 28, 2018USD ($) | Jul. 24, 2018USD ($)€ / $ | Jul. 24, 2018EUR (€)€ / $ | Jun. 30, 2017USD ($)Country€ / $ | Jun. 30, 2017EUR (€)Country€ / $ | Jun. 23, 2017USD ($) | May 08, 2017USD ($)$ / SFr | Dec. 31, 2018USD ($)$ / SFr | Dec. 31, 2017USD ($)$ / SFr | Dec. 31, 2017CHF (SFr) | Dec. 31, 2018CHF (SFr)$ / SFr | Dec. 12, 2017USD ($) | Jun. 27, 2017USD ($) | May 08, 2017CHF (SFr)$ / SFr |
Business Acquisition [Line Items] | ||||||||||||||
State net operating losses | $ 43,786,000 | $ 35,465,000 | ||||||||||||
Boehringer Ingelheim International GmbH [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Business acquisition date | Jun. 30, 2017 | Jun. 30, 2017 | ||||||||||||
Number of estimated countries commercializes under trade names | Country | 30 | 30 | ||||||||||||
Upfront cash payments | $ 22,300,000 | € 19.5 | ||||||||||||
Currency exchange rate | € / $ | 1.1406 | 1.1406 | ||||||||||||
River Vision [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Upfront cash payments | $ 150,300,000 | $ 2,000,000 | SFr 2,000,000 | |||||||||||
Currency exchange rate | $ / SFr | 1.0169 | 1.0185 | 1.0185 | 1.0185 | 1.0169 | |||||||||
Percentage of equity interests acquired | 100.00% | 100.00% | ||||||||||||
Business acquisition agreement date | May 8, 2017 | |||||||||||||
Cash acquired from acquisition | $ 6,300,000 | |||||||||||||
Federal net operating losses | 32,400,000 | |||||||||||||
State net operating losses | 2,200,000 | |||||||||||||
Federal tax credits | 9,500,000 | |||||||||||||
Maximum payment to be made upon attainment of milestones | $ 325,000,000 | $ 104,900,000 | $ 104,900,000 | SFr 103,000,000 | SFr 103,000,000 | |||||||||
Percentage of net sales in earn-out payment | 3.00% | |||||||||||||
Net sales minimum limit for royal payment | $ 300,000,000 | |||||||||||||
River Vision [Member] | Minimum [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Percentage of net sales in earn-out payment | 9.00% | 9.00% | 9.00% | |||||||||||
River Vision [Member] | Maximum [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Percentage of net sales in earn-out payment | 12.00% | 12.00% | 12.00% | |||||||||||
MedImmune [Member] | HZN-003 (Formerly MEDI4945) [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Maximum payment to be made upon attainment of milestones | $ 153,500,000 | |||||||||||||
Upfront cash payment | 12,000,000 | |||||||||||||
MedImmune [Member] | HZN-003 (Formerly MEDI4945) [Member] | Research and Development [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Upfront cash payment | $ 12,000,000 | |||||||||||||
MedImmune [Member] | Maximum [Member] | HZN-003 (Formerly MEDI4945) [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Payment to be made upon attainment of milestones | $ 153,500,000 | |||||||||||||
Disposal Group, Not Discontinued Operations [Member] | IMUKIN Sale [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Sale of subsidiary | 9,477,000 | |||||||||||||
Disposal Group, Not Discontinued Operations [Member] | Chiesi Divestiture [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Sale of subsidiary | $ 72,500,000 | 72,462,000 | ||||||||||||
Cash divested | $ 3,100,000 | |||||||||||||
Disposal Group, Not Discontinued Operations [Member] | Chiesi Divestiture [Member] | PROCYSBI and QUINSAIR [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Estimated amount of assets expected to be reimbursed | $ 17,400,000 | $ 24,600,000 | $ 27,100,000 | |||||||||||
Disposal Group, Not Discontinued Operations [Member] | Immedica Transaction [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Rights sold for an upfront payment | $ 35,000,000 | |||||||||||||
Disposal Group, Not Discontinued Operations [Member] | Clinigen Group PLC [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Rights sold for an upfront payment | $ 8,800,000 | € 7.5 | ||||||||||||
Currency exchange rate | € / $ | 1.1683 | 1.1683 | ||||||||||||
Disposal Group, Not Discontinued Operations [Member] | Clinigen Group PLC [Member] | IMUKIN Sale [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Currency exchange rate | € / $ | 1.1673 | 1.1673 | ||||||||||||
Potential additional contingent consideration payment | $ 3,500,000 | € 3 |
Acquisitions, Divestitures an_4
Acquisitions, Divestitures and Other Arrangements - Gain on Sale of Assets (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Less net assets sold: | |
Gain on sale of assets | $ 42,688 |
Disposal Group, Not Discontinued Operations [Member] | Immedica Transaction [Member] | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |
Cash proceeds | 35,000 |
Less net assets sold: | |
Developed technology | (4,443) |
Transaction costs | (197) |
Gain on sale of assets | 30,360 |
Disposal Group, Not Discontinued Operations [Member] | IMUKIN Sale [Member] | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |
Cash proceeds | 9,477 |
Contingent consideration receivable | 3,502 |
Less net assets sold: | |
Inventory | (623) |
Transaction costs | (28) |
Gain on sale of assets | $ 12,328 |
Acquisitions, Divestitures an_5
Acquisitions, Divestitures and Other Arrangements - Gain on Sale of Assets (Parenthetical) (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Disposal Group, Not Discontinued Operations [Member] | IMUKIN Sale [Member] | |
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |
Cash proceeds from inventory | $ 715 |
Acquisitions, Divestitures an_6
Acquisitions, Divestitures and Other Arrangements - Gain on Divestiture (Detail) - USD ($) $ in Thousands | Jun. 23, 2017 | Dec. 31, 2017 |
Less net assets sold: | ||
Gain on divestiture | $ 6,267 | |
Disposal Group, Not Discontinued Operations [Member] | Chiesi Divestiture [Member] | ||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | ||
Cash proceeds | $ 72,500 | 72,462 |
Add reimbursement of royalties | 27,101 | |
Less net assets sold: | ||
Developed technology | (47,261) | |
Goodwill | (16,285) | |
Other | (24,482) | |
Transaction and other costs | (5,268) | |
Gain on divestiture | $ 6,267 |
Inventories - Components of Inv
Inventories - Components of Inventories (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 5,092 | $ 4,553 |
Work-in-process | 27,068 | 27,589 |
Finished goods | 18,591 | 29,513 |
Inventories, net | $ 50,751 | $ 61,655 |
Inventories - Additional Inform
Inventories - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Inventory [Line Items] | ||
Finished goods | $ 18,591 | $ 29,513 |
Gain on divestiture of inventory | 6,267 | |
PROCYSBI and QUINSAIR [Member] | Chiesi Divestiture [Member] | ||
Inventory [Line Items] | ||
Gain on divestiture of inventory | 3,200 | |
Crealta Holdings LLC [Member] | Developed Technology [Member] | KRYSTEXXA Developed Technology [Member] | ||
Inventory [Line Items] | ||
Finished goods | 17,000 | |
Crealta Holdings LLC [Member] | Developed Technology [Member] | KRYSTEXXA Developed Technology [Member] | Cost of Goods Sold [Member] | ||
Inventory [Line Items] | ||
Inventory step-up expense | $ 17,000 | 78,300 |
Crealta Holdings LLC [Member] | Developed Technology [Member] | PROCYSBI and QUINSAIR [Member] | Cost of Goods Sold [Member] | ||
Inventory [Line Items] | ||
Inventory step-up expense | $ 40,800 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | ||
Deferred charge for taxes on intra-company profit | $ 21,734 | $ 535 |
Rabbi trust assets | 8,203 | 6,490 |
Prepaid income taxes | 5,899 | 8 |
Medicine samples inventory | 4,539 | 11,415 |
Other prepaid expenses and other current assets | 30,453 | 24,954 |
Prepaid expenses and other current assets | $ 70,828 | $ 43,402 |
Property and Equipment - Proper
Property and Equipment - Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 34,611 | $ 33,933 |
Less accumulated depreciation | (19,197) | (13,672) |
Property and equipment, net | 20,101 | 20,405 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 14,843 | 14,956 |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 9,982 | 9,415 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 4,800 | 4,819 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,485 | 2,235 |
Other [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 2,501 | 2,508 |
Construction in Process [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, net | $ 4,687 | $ 144 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Property Plant And Equipment [Abstract] | |||
Depreciation expense | $ 6,126 | $ 6,631 | $ 4,962 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Gross Carrying Amount of Goodwill (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Goodwill [Line Items] | ||
Beginning balance | $ 426,441 | $ 445,579 |
Ending balance | 426,441 | 426,441 |
Raptor Pharmaceutical Corp [Member] | ||
Goodwill [Line Items] | ||
Adjustment relating to the acquisition of Raptor in 2016 | (2,853) | |
Disposal Group, Not Discontinued Operations [Member] | Chiesi Divestiture [Member] | ||
Goodwill [Line Items] | ||
Goodwill derecognized on Chiesi divestiture | $ (16,285) |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | |||
Accumulated goodwill impairment losses | $ 0 | ||
Amortization expense of developed technology | 269,603,000 | $ 276,613,000 | $ 216,703,000 |
Developed Technology [Member] | PROCYSBI [Member] | Canada and Latin America [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Impairment of finite-lived intangible assets | 37,900,000 | ||
Developed Technology [Member] | LODOTRA [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Impairment of finite-lived intangible assets | 10,600,000 | ||
Raptor Pharmaceutical Corp [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Goodwill, measurement period adjustments | (2,853,000) | ||
Disposal Group, Not Discontinued Operations [Member] | Chiesi Divestiture [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Reduction in goodwill | (16,300,000) | ||
Disposal Group, Not Discontinued Operations [Member] | Chiesi Divestiture [Member] | Developed Technology [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Reduction in net book value | $ 47,300,000 | ||
Disposal Group, Not Discontinued Operations [Member] | Immedica Transaction [Member] | Developed Technology [Member] | |||
Finite-Lived Intangible Assets [Line Items] | |||
Reduction in net book value | $ 4,400,000 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Schedule of Goodwill for Reportable Segments (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Goodwill [Line Items] | |||
Goodwill | $ 426,441 | $ 426,441 | $ 445,579 |
Orphan and Rheumatology [Member] | |||
Goodwill [Line Items] | |||
Goodwill | 371,883 | ||
Primary Care [Member] | |||
Goodwill [Line Items] | |||
Goodwill | $ 54,558 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Amortizable Intangible Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost Basis | $ 3,112,568 | $ 3,121,795 |
Impairment | (48,451) | |
Accumulated Amortization | (938,891) | (674,062) |
Net Book Value | 2,125,226 | 2,447,733 |
Developed Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost Basis | 3,104,468 | 3,113,695 |
Impairment | (48,451) | |
Accumulated Amortization | (935,421) | (671,403) |
Net Book Value | 2,120,596 | 2,442,292 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost Basis | 8,100 | 8,100 |
Accumulated Amortization | (3,470) | (2,659) |
Net Book Value | $ 4,630 | $ 5,441 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets - Estimated Future Amortization Expense (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2,019 | $ 251,901 | |
2,020 | 251,205 | |
2,021 | 243,699 | |
2,022 | 242,428 | |
2,023 | 241,775 | |
Thereafter | 894,218 | |
Net Book Value | $ 2,125,226 | $ 2,447,733 |
Other Assets - Additional Infor
Other Assets - Additional Information (Detail) - USD ($) $ in Millions | Dec. 31, 2018 | Dec. 31, 2017 | Jun. 27, 2017 |
PROCYSBI and QUINSAIR [Member] | Disposal Group, Not Discontinued Operations [Member] | Chiesi Divestiture [Member] | |||
Business Acquisition [Line Items] | |||
Estimated long-term portion of assets expected to be reimbursed | $ 17.4 | $ 24.6 | $ 27.1 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Payables And Accruals [Abstract] | ||
Payroll-related expenses | $ 78,555 | $ 56,338 |
Allowances for returns | 39,041 | 37,863 |
Consulting and professional services | 35,799 | 27,542 |
Accrued interest | 13,196 | 14,127 |
Accrued upfront payment related to license agreement | 12,000 | |
Accrued other | 39,002 | 27,827 |
Accrued expenses | $ 205,593 | $ 175,697 |
Accrued Expenses - Additional I
Accrued Expenses - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 12, 2017 |
Schedule Of Accrued Expenses [Line Items] | |||
Accrued other | $ 39,002 | $ 27,827 | |
MedImmune [Member] | HZN-003 (Formerly MEDI4945) [Member] | |||
Schedule Of Accrued Expenses [Line Items] | |||
Upfront cash payment | $ 12,000 | ||
Accrued Expenses [Member] | MedImmune [Member] | HZN-003 (Formerly MEDI4945) [Member] | |||
Schedule Of Accrued Expenses [Line Items] | |||
Upfront cash payment | 12,000 | ||
Loss on Inventory Purchase Commitments [Member] | |||
Schedule Of Accrued Expenses [Line Items] | |||
Accrued other | $ 1,700 | $ 2,100 |
Accrued Trade Discounts and R_3
Accrued Trade Discounts and Rebates - Schedule of Accrued Trade Discounts and Rebates (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Accrued Commercial Rebates and Wholesaler Fees [Member] | |||
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Total customer-related accruals and allowances | $ 153,083 | $ 190,215 | |
Accrued Co-Pay and Other Patient Assistance [Member] | |||
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Total customer-related accruals and allowances | 179,463 | 230,533 | |
Accrued Government Rebates and Chargebacks [Member] | |||
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Total customer-related accruals and allowances | 125,217 | 81,005 | |
Accrued Trade Discounts and Rebates [Member] | |||
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Total customer-related accruals and allowances | 457,763 | 501,753 | |
Invoiced Commercial Rebates and Wholesaler Fees, 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 | 3,666 | 15,042 | |
Customer-related Accruals and Allowances [Member] | |||
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Total customer-related accruals and allowances | $ 461,429 | $ 516,795 | $ 314,386 |
Accrued Trade Discounts and R_4
Accrued Trade Discounts and Rebates - Schedule of Customer-Related Accruals and Allowances (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Wholesaler Fees and Commercial Rebates [Member] | ||
Valuation And Qualifying Accounts Disclosure [Line Items] | ||
Beginning Balance | $ 190,485 | $ 47,651 |
Current provisions relating to sales | 590,316 | 635,919 |
Adjustments relating to prior-year sales | (667) | 5,580 |
Payments relating to sales | (436,871) | (445,621) |
Payments relating to prior-year sales | (189,818) | (53,044) |
Ending Balance | 153,445 | 190,485 |
Co-Pay and Other Patient Assistance [Member] | ||
Valuation And Qualifying Accounts Disclosure [Line Items] | ||
Beginning Balance | 232,325 | 205,143 |
Current provisions relating to sales | 1,970,714 | 1,907,669 |
Adjustments relating to prior-year sales | (374) | (59) |
Payments relating to sales | (1,791,252) | (1,675,344) |
Payments relating to prior-year sales | (231,951) | (205,084) |
Ending Balance | 179,462 | 232,325 |
Government Rebates and Chargebacks [Member] | ||
Valuation And Qualifying Accounts Disclosure [Line Items] | ||
Beginning Balance | 93,985 | 61,592 |
Measurement period adjustment | (1,350) | |
Current provisions relating to sales | 411,449 | 331,559 |
Adjustments relating to prior-year sales | (14,787) | (4,905) |
Payments relating to sales | (283,124) | (237,574) |
Payments relating to prior-year sales | (79,001) | (55,337) |
Ending Balance | 128,522 | 93,985 |
Customer-related Accruals and Allowances [Member] | ||
Valuation And Qualifying Accounts Disclosure [Line Items] | ||
Beginning Balance | 516,795 | 314,386 |
Measurement period adjustment | (1,350) | |
Current provisions relating to sales | 2,972,479 | 2,875,147 |
Adjustments relating to prior-year sales | (15,828) | 616 |
Payments relating to sales | (2,511,247) | (2,358,539) |
Payments relating to prior-year sales | (500,770) | (313,465) |
Ending Balance | $ 461,429 | $ 516,795 |
Accrued Royalties - Schedule of
Accrued Royalties - Schedule of Changes in Liability for Royalties (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Business Combinations [Abstract] | |||
Beginning balance | $ 344,644 | $ 331,175 | |
Accrued royalties - current portion | 63,363 | 65,328 | $ 61,981 |
Accrued royalties, net of current | 285,374 | 279,316 | 269,194 |
Reclassification to other long-term liabilities | (5,233) | ||
Remeasurement of royalty liabilities | (3,383) | 13,004 | (713) |
Royalty payments | (51,873) | (45,739) | |
Accretion expense | 59,282 | 51,127 | |
Other royalty expense | 67 | 310 | |
Ending balance | $ 348,737 | $ 344,644 | $ 331,175 |
Accrued Royalties - Additional
Accrued Royalties - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Business Acquisition [Line Items] | ||||||||||||||
Cost of goods sold and selling, general and administrative expenses | $ 98,171 | $ 99,287 | $ 115,339 | $ 143,269 | $ 125,266 | $ 129,911 | $ 138,888 | $ 214,626 | $ 268,799 | $ 312,797 | $ 394,065 | $ 422,317 | $ 537,334 | $ 392,001 |
Contingent Royalty Liabilities [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Cost of goods sold and selling, general and administrative expenses | 3,400 | |||||||||||||
Cost of Goods Sold [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Cost of goods sold and selling, general and administrative expenses | 20,800 | 55,900 | ||||||||||||
Selling, General and Administrative [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Cost of goods sold and selling, general and administrative expenses | 600 | |||||||||||||
Developed Technology [Member] | Cost of Goods Sold [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Reversal of royalty expenses included in cost of goods sold and selling, general and administrative expenses | 19,300 | 43,500 | ||||||||||||
Developed Technology [Member] | MIGERGOT [Member] | Selling, General and Administrative [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Reversal of royalty expenses included in cost of goods sold and selling, general and administrative expenses | 1,900 | |||||||||||||
Developed Technology [Member] | RAVICTI [Member] | Cost of Goods Sold [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Cost of goods sold and selling, general and administrative expenses | 24,200 | |||||||||||||
Reversal of royalty expenses included in cost of goods sold and selling, general and administrative expenses | 16,900 | |||||||||||||
Developed Technology [Member] | PROCYSBI [Member] | Cost of Goods Sold [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Reversal of royalty expenses included in cost of goods sold and selling, general and administrative expenses | 2,000 | 23,200 | ||||||||||||
Developed Technology [Member] | ACTIMMUNE Developed Technology [Member] | Cost of Goods Sold [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Reversal of royalty expenses included in cost of goods sold and selling, general and administrative expenses | $ 1,900 | 7,000 | ||||||||||||
Developed Technology [Member] | KRYSTEXXA Developed Technology [Member] | Cost of Goods Sold [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Cost of goods sold and selling, general and administrative expenses | 31,700 | |||||||||||||
Developed Technology [Member] | VIMOVO [Member] | Cost of Goods Sold [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Reversal of royalty expenses included in cost of goods sold and selling, general and administrative expenses | $ 11,700 |
Segment and Other Information -
Segment and Other Information - Additional Information (Detail) | 3 Months Ended | 12 Months Ended | |
Jun. 30, 2018SegmentMarketedMedicine | Mar. 31, 2018Segment | Dec. 31, 2018Segment | |
Segment Reporting Information [Line Items] | |||
Number of operating segments | 2 | 1 | |
Number of reportable segments | 2 | 2 | |
Customer Concentration Risk [Member] | Sales Revenue [Member] | Minimum [Member] | |||
Segment Reporting Information [Line Items] | |||
Consolidated receivable/sales percentage to major customers | 10.00% | ||
Primary Care [Member] | |||
Segment Reporting Information [Line Items] | |||
Number of marketed medicines | MarketedMedicine | 4 |
Segment and Other Information_2
Segment and Other Information - Summary of Net Sales by Medicine for Reportable Segments (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||||||||||
Total net sales | $ 355,543 | $ 325,311 | $ 302,835 | $ 223,881 | $ 274,219 | $ 271,646 | $ 289,507 | $ 220,859 | $ 1,207,570 | $ 1,056,231 | $ 981,120 |
Litigation settlement | (65,000) | ||||||||||
KRYSTEXXA [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total net sales | 258,920 | 156,483 | 91,102 | ||||||||
RAVICTI [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total net sales | 226,650 | 193,918 | 151,532 | ||||||||
PROCYSBI [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total net sales | 154,895 | 137,740 | 25,268 | ||||||||
ACTIMMUNE [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total net sales | 105,563 | 110,993 | 104,624 | ||||||||
RAYOS [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total net sales | 61,067 | 52,125 | 47,356 | ||||||||
BUPHENYL [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total net sales | 21,810 | 20,792 | 16,879 | ||||||||
LODOTRA [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total net sales | 2,067 | 5,393 | 4,193 | ||||||||
QUINSAIR [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total net sales | 504 | 3,442 | 1,039 | ||||||||
Orphan and Rheumatology [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total net sales | 831,476 | 680,886 | 441,993 | ||||||||
PENNSAID 2% [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total net sales | 190,206 | 191,050 | 304,433 | ||||||||
DUEXIS [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total net sales | 114,672 | 121,161 | 173,728 | ||||||||
VIMOVO [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total net sales | 67,646 | 57,666 | 121,315 | ||||||||
MIGERGOT [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total net sales | 3,570 | 5,468 | 4,651 | ||||||||
Primary Care [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total net sales | $ 376,094 | $ 375,345 | $ 604,127 |
Segment and Other Information_3
Segment and Other Information - Summary of Reconciliations of Segment Operating Income (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment operating income: | |||||||||||||||
Orphan and Rheumatology | $ 71,252 | $ 55,086 | $ 2,609 | $ (126,555) | $ (67,345) | $ (25,500) | $ (185,428) | $ (105,155) | $ (123,946) | $ (290,583) | $ (68,859) | $ (316,083) | $ 2,392 | $ (383,428) | $ (145,896) |
Amortization, accretion and step-up: | |||||||||||||||
Intangible amortization expense | (269,603) | (276,613) | (216,703) | ||||||||||||
Accretion of royalty liabilities | (59,565) | (51,263) | (40,616) | ||||||||||||
Inventory step-up expense | (17,312) | (119,151) | (71,137) | ||||||||||||
Interest expense, net | (121,692) | (126,523) | (86,610) | ||||||||||||
Share-based compensation | (114,860) | (121,553) | (114,144) | ||||||||||||
Impairment of long-lived assets | (50,302) | (22,270) | (71,260) | ||||||||||||
Restructuring and realignment costs | (15,350) | (4,883) | |||||||||||||
Acquisition/divestiture-related costs | (6,815) | (177,035) | (52,874) | ||||||||||||
Depreciation | (6,126) | (6,631) | (4,962) | ||||||||||||
Litigation settlements | (5,750) | (65,000) | |||||||||||||
Drug substance harmonization costs | (2,855) | (10,651) | |||||||||||||
Fees relating to term loan refinancing | (937) | (5,220) | |||||||||||||
Foreign exchange loss | (192) | (260) | (1,005) | ||||||||||||
Upfront and milestone payments related to license agreements | (90) | (12,186) | (2,000) | ||||||||||||
Gain on divestiture | 6,267 | ||||||||||||||
Loss on debt extinguishment | (978) | ||||||||||||||
Other income, net | 346 | 588 | 6,697 | ||||||||||||
Charges relating to discontinuation of Friedreich's ataxia program | 1,464 | (239) | (18,253) | ||||||||||||
Remeasurement of royalties for medicines acquired through business combinations | 3,383 | (13,004) | 713 | ||||||||||||
Gain on sale of assets | 42,688 | ||||||||||||||
Royalties for medicines acquired through business combinations | 53,961 | 47,003 | 37,593 | ||||||||||||
Loss before benefit for income taxes | $ 25,137 | $ (28,079) | $ (156,941) | $ (98,836) | $ (56,539) | $ (211,064) | $ (137,895) | $ (185,020) | $ (348,959) | $ (159,883) | $ (405,498) | (119,146) | (504,334) | (226,814) | |
Orphan and Rheumatology [Member] | |||||||||||||||
Segment operating income: | |||||||||||||||
Orphan and Rheumatology | 290,014 | 241,135 | 124,779 | ||||||||||||
Primary Care [Member] | |||||||||||||||
Segment operating income: | |||||||||||||||
Orphan and Rheumatology | $ 160,447 | $ 149,133 | $ 347,968 |
Segment and Other Information_4
Segment and Other Information - Schedule of Gross Sales from Customers Included in Reportable Segments and All Other Customers as a Group (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||
Gross Sales, Amount | $ 4,264,453 | $ 4,057,839 | $ 3,234,188 |
Customer Concentration Risk [Member] | Sales Revenue [Member] | |||
Segment Reporting Information [Line Items] | |||
Gross Sales, Percentage | 100.00% | 100.00% | 100.00% |
Customer A [Member] | |||
Segment Reporting Information [Line Items] | |||
Gross Sales, Amount | $ 1,553,333 | $ 1,165,591 | $ 667,031 |
Customer A [Member] | Customer Concentration Risk [Member] | Sales Revenue [Member] | |||
Segment Reporting Information [Line Items] | |||
Gross Sales, Percentage | 36.00% | 29.00% | 20.00% |
Customer B [Member] | |||
Segment Reporting Information [Line Items] | |||
Gross Sales, Amount | $ 1,011,996 | $ 1,205,268 | $ 1,413,774 |
Customer B [Member] | Customer Concentration Risk [Member] | Sales Revenue [Member] | |||
Segment Reporting Information [Line Items] | |||
Gross Sales, Percentage | 24.00% | 30.00% | 44.00% |
Customer C [Member] | |||
Segment Reporting Information [Line Items] | |||
Gross Sales, Amount | $ 526,398 | $ 567,583 | $ 355,920 |
Customer C [Member] | Customer Concentration Risk [Member] | Sales Revenue [Member] | |||
Segment Reporting Information [Line Items] | |||
Gross Sales, Percentage | 12.00% | 14.00% | 11.00% |
Customer D [Member] | |||
Segment Reporting Information [Line Items] | |||
Gross Sales, Amount | $ 458,074 | $ 16,304 | |
Customer D [Member] | Customer Concentration Risk [Member] | Sales Revenue [Member] | |||
Segment Reporting Information [Line Items] | |||
Gross Sales, Percentage | 11.00% | 0.00% | 0.00% |
Other Customers [Member] | |||
Segment Reporting Information [Line Items] | |||
Gross Sales, Amount | $ 714,652 | $ 1,103,093 | $ 797,463 |
Other Customers [Member] | Customer Concentration Risk [Member] | Sales Revenue [Member] | |||
Segment Reporting Information [Line Items] | |||
Gross Sales, Percentage | 17.00% | 27.00% | 25.00% |
Segment and Other Information_5
Segment and Other Information - Summary of Net Sales Attributed to Geographic Sources (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||||||||||
Total net sales | $ 355,543 | $ 325,311 | $ 302,835 | $ 223,881 | $ 274,219 | $ 271,646 | $ 289,507 | $ 220,859 | $ 1,207,570 | $ 1,056,231 | $ 981,120 |
United States [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total net sales | $ 1,186,519 | $ 1,026,527 | $ 964,041 | ||||||||
United States [Member] | Geographic Concentration Risk [Member] | Sales Revenue [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total Net Sales, Percentage | 98.00% | 97.00% | 98.00% | ||||||||
Rest of World [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total net sales | $ 21,051 | $ 29,704 | $ 17,079 | ||||||||
Rest of World [Member] | Geographic Concentration Risk [Member] | Sales Revenue [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total Net Sales, Percentage | 2.00% | 3.00% | 2.00% |
Segment and Other Information_6
Segment and Other Information - Summary of Total Long-Lived Assets by Location (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | |
Segment Reporting Information [Line Items] | |||
Total long-lived assets | [1] | $ 20,101 | $ 20,405 |
United States [Member] | |||
Segment Reporting Information [Line Items] | |||
Total long-lived assets | 17,107 | 17,089 | |
Other [Member] | |||
Segment Reporting Information [Line Items] | |||
Total long-lived assets | $ 2,994 | $ 3,316 | |
[1] | Long-lived assets consist of property and equipment. |
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 | Dec. 31, 2018 | Dec. 31, 2017 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | $ 930,503 | $ 696,490 |
Total liabilities at fair value | (8,203) | (6,490) |
Bank Time Deposits [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 6,500 | 3,000 |
Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 915,800 | 687,000 |
Other Current Assets [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 8,203 | 6,490 |
Other Long-term Liabilities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities at fair value | (8,203) | (6,490) |
Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 924,003 | 693,490 |
Total liabilities at fair value | (8,203) | (6,490) |
Level 1 [Member] | Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 915,800 | 687,000 |
Level 1 [Member] | Other Current Assets [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 8,203 | 6,490 |
Level 1 [Member] | Other Long-term Liabilities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities at fair value | (8,203) | (6,490) |
Level 2 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 6,500 | 3,000 |
Level 2 [Member] | Bank Time Deposits [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | $ 6,500 | $ 3,000 |
Debt Agreements - Outstanding D
Debt Agreements - Outstanding Debt Balances (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Total face value | $ 1,993,026 | $ 2,020,750 |
Debt discount | (87,038) | (108,054) |
Deferred financing fees | (9,304) | (11,041) |
Total long-term debt | 1,896,684 | 1,901,655 |
Less: long-term debt - current portion | (10,625) | |
Long-term debt, net of current portion | 1,896,684 | 1,891,030 |
Term Loan Facility [Member] | ||
Debt Instrument [Line Items] | ||
Total face value | 818,026 | 845,750 |
2023 Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total face value | 475,000 | 475,000 |
2024 Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total face value | 300,000 | 300,000 |
Exchangeable Senior Notes [Member] | ||
Debt Instrument [Line Items] | ||
Total face value | $ 400,000 | $ 400,000 |
Debt Agreements - Outstanding_2
Debt Agreements - Outstanding Debt Balances (Parenthetical) (Detail) | 12 Months Ended |
Dec. 31, 2018 | |
2023 Senior Notes [Member] | |
Debt Instrument [Line Items] | |
Maturity date of debt instrument | May 1, 2023 |
2024 Senior Notes [Member] | |
Debt Instrument [Line Items] | |
Maturity date of debt instrument | Nov. 1, 2024 |
Debt Agreements - Scheduled Mat
Debt Agreements - Scheduled Maturities of Long-term Debt (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Disclosure [Abstract] | ||
2,020 | $ 5,080 | |
2,021 | 6,774 | |
2,022 | 406,774 | |
2,023 | 481,774 | |
Thereafter | 1,092,624 | |
Total | $ 1,993,026 | $ 2,020,750 |
Debt Agreements - Additional In
Debt Agreements - Additional Information (Detail) | Oct. 19, 2018USD ($) | Oct. 25, 2016USD ($) | Apr. 29, 2015USD ($) | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($)d$ / shares | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Oct. 23, 2017USD ($) | Mar. 13, 2015USD ($) |
Debt Instrument [Line Items] | |||||||||
Repaid under credit agreement | $ 845,749,000 | $ 1,622,749,000 | $ 4,000,000 | ||||||
Senior notes | 1,564,485,000 | 1,576,646,000 | |||||||
Initial debt discount | $ 87,038,000 | $ 108,054,000 | |||||||
Exchangeable Senior Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Maturity date of debt instrument | Mar. 15, 2022 | ||||||||
Debt instrument, effective interest rate | 8.88% | ||||||||
Debt instrument, fair value | $ 396,500,000 | ||||||||
Interest rate | 2.50% | ||||||||
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 | d | 30 | ||||||||
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 | ||||||||
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 | d | 30 | ||||||||
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 | d | 10 | ||||||||
Convertible senior notes, principal payment | $ 1,000 | ||||||||
Debt instrument convertible maximum percentage | 98.00% | ||||||||
Exchangeable Senior Notes [Member] | Horizon Investment [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Senior notes | $ 400,000,000 | ||||||||
Interest rate | 2.50% | 2.50% | |||||||
Net proceeds from senior notes | $ 387,200,000 | ||||||||
2023 Senior Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Maturity date of debt instrument | May 1, 2023 | ||||||||
Debt instrument, effective interest rate | 6.68% | ||||||||
Debt instrument, fair value | $ 461,900,000 | ||||||||
Interest rate | 6.625% | 6.625% | |||||||
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. 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, HPUSA or any guarantor is or would be required to pay additional amounts as a result of certain tax-related events. | ||||||||
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% | ||||||||
2024 Senior Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Maturity date of debt instrument | Nov. 1, 2024 | ||||||||
Debt instrument, effective interest rate | 9.20% | ||||||||
Debt instrument, fair value | $ 307,500,000 | ||||||||
Interest rate | 8.75% | 8.75% | |||||||
Debt instrument redemption description | the 2024 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 November 1, 2019, some or all of the 2024 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 November 1, 2019, up to 35% of the aggregate principal amount of the 2024 Senior Notes may be redeemed at a redemption price of 108.75% of the aggregate principal amount thereof, plus accrued and unpaid interest, with the net proceeds of certain equity offerings. In addition, the 2024 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 2024 Senior Notes, HPUSA or any guarantor is or would be required to pay additional amounts as a result of certain tax-related events. | ||||||||
2024 Senior Notes [Member] | Prior to November 1, 2019 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Redemption price as percentage of aggregate principal amount | 108.75% | ||||||||
2024 Senior Notes [Member] | Prior to November 1, 2019, Some or All of Aggregate Principal Amount [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Redemption price as percentage of aggregate principal amount | 100.00% | ||||||||
2024 Senior Notes [Member] | After November 1, 2019, in Whole But Not in Part [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Redemption price as percentage of aggregate principal amount | 100.00% | ||||||||
Maximum [Member] | 2024 Senior Notes [Member] | Prior to November 1, 2019 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Redemption amount as percentage of aggregate principal amount | 35.00% | ||||||||
2018 Term Loan Facility [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
LIBOR floor rate | 1.00% | ||||||||
Interest rate description | The October 2018 Refinancing Loans bear interest, at HPUSA’s option, at a rate equal to either the London Inter-Bank Offered Rate (“LIBOR”) plus an applicable margin of 3.00% per year (subject to a LIBOR floor of 1.00%), or the adjusted base rate plus 2.00% per year. The adjusted base rate is defined as the greatest of (a) LIBOR (using one-month interest period) plus 1.00%, (b) the prime rate, (c) the federal funds rate plus 0.50%, and (d) 2.00%. | ||||||||
Applicable margin interest rate reduced | 0.25% | ||||||||
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 | HPUSA is required to make mandatory prepayments of loans under the Credit Agreement (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) 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 or 1.75:1, respectively). The October 2018 Refinancing Loans are amortized in equal quarterly installments that began on December 31, 2018, in an aggregate annual amount equal to 1.00% of the original principal amount of the October 2017 Refinancing Loans (i.e. $845.8 million), as the same may be reduced from time to time pursuant to the Credit Agreement (including by prepayments made prior to the date of the October 2018 Refinancing Amendment), with any remaining balance payable on March 29, 2024, the final maturity date of the October 2018 Refinancing Loans | ||||||||
Maturity date of debt instrument | Mar. 29, 2024 | ||||||||
Debt instrument, variable interest rate | 5.56% | ||||||||
Debt instrument, effective interest rate | 5.74% | ||||||||
2018 Term Loan Facility [Member] | Horizon Pharma Subsidiaries [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Cut off percentage for defining limited liability subsidiaries, portion of capital stock held maximum | 65.00% | ||||||||
2018 Term Loan Facility [Member] | Maximum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Leverage ratio less than applicable margin | 3.50% | ||||||||
First lien leverage ratio | 225.00% | ||||||||
2018 Term Loan Facility [Member] | Minimum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Leverage ratio less than applicable margin | 1.00% | ||||||||
First lien leverage ratio | 175.00% | ||||||||
2018 Term Loan Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument variable rate | 3.00% | ||||||||
2018 Term Loan Facility [Member] | Adjusted Base Rate [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument variable rate | 2.00% | ||||||||
October 2017 Refinancing Loans [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Repayment of refinanced loans, amount | $ 818,000,000 | ||||||||
March 2017 Credit Agreement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Repaid under credit agreement | $ 23,500,000 | ||||||||
2017 Term Loan Facility [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, aggregate principal amount | $ 845,800,000 | ||||||||
Horizon Pharma USA Inc [Member] | 2024 Senior Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Maturity date of debt instrument | Nov. 1, 2024 | ||||||||
Senior notes | $ 300,000,000 | ||||||||
Interest rate | 8.75% | ||||||||
Net proceeds from senior notes | $ 291,900,000 | ||||||||
Debt instrument redemption description | If the Company undergoes a change of control, HPUSA will be required to make an offer to purchase all of the 2024 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, HPUSA will be required under certain circumstances to make an offer to purchase the 2024 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% | ||||||||
Horizon Pharma USA Inc [Member] | October 2018 Refinancing Loans [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility borrowing capacity | $ 818,000,000 | ||||||||
Hyperion Therapeutics, Inc. [Member] | 2023 Senior Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Maturity date of debt instrument | May 1, 2023 | ||||||||
Debt instrument redemption description | If the Company undergoes a change of control, HPUSA 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, HPUSA 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% | ||||||||
Hyperion Therapeutics, Inc. [Member] | 2018 Term Loan Facility [Member] | 2018 Offering [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, fair value | $ 779,200,000 | ||||||||
Horizon Pharma Financing Inc. [Member] | 2023 Senior Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Senior notes | $ 475,000,000 | ||||||||
Interest rate | 6.625% | ||||||||
Net proceeds from senior notes | $ 462,300,000 | ||||||||
Raptor Pharmaceutical Corp [Member] | Senior Secured Term Loan Facility [Member] | 2024 Senior Notes [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, aggregate principal amount | $ 375,000,000 |
Other Long-Term Liabilities - A
Other Long-Term Liabilities - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Other Long Term Liabilities [Line Items] | ||
Other long-term liabilities | $ 54,622 | $ 68,015 |
Loss on Inventory Purchase Commitments [Member] | ||
Other Long Term Liabilities [Line Items] | ||
Other long-term liabilities | 5,400 | 7,800 |
Other Long-term Liabilities [Member] | PROCYSBI and QUINSAIR [Member] | ||
Other Long Term Liabilities [Line Items] | ||
Long-term portion of contingent liability for royalties potentially payable on sales by Chiesi | $ 19,900 | $ 26,400 |
Commitments and Contingencies -
Commitments and Contingencies - Schedule of Office Space Lease Agreements in Place for Real Properties (Detail) | 12 Months Ended | |
Dec. 31, 2018ft² | ||
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, 2031 | [1] |
Novato Office [Member] | ||
Loss Contingencies [Line Items] | ||
Approximate Square Footage | 61,000 | [2] |
Lease Expiry Date | Aug. 31, 2021 | [2] |
Brisbane Office [Member] | ||
Loss Contingencies [Line Items] | ||
Approximate Square Footage | 20,100 | |
Lease Expiry Date | Nov. 19, 2019 | |
Chicago Office [Member] | ||
Loss Contingencies [Line Items] | ||
Approximate Square Footage | 9,200 | |
Lease Expiry Date | Dec. 31, 2028 | |
Mannheim Office [Member] | ||
Loss Contingencies [Line Items] | ||
Approximate Square Footage | 4,800 | |
Lease Expiry Date | Dec. 31, 2020 | |
Other Office | ||
Loss Contingencies [Line Items] | ||
Approximate Square Footage | 12,400 | |
Other Office | Minimum [Member] | ||
Loss Contingencies [Line Items] | ||
Lease Expiry Date | May 31, 2020 | |
Other Office | Maximum [Member] | ||
Loss Contingencies [Line Items] | ||
Lease Expiry Date | Sep. 15, 2022 | |
[1] | In connection with the Lake Forest lease, the Company has provided a $2.0 million letter of credit to the landlord, through a commercial bank. | |
[2] | In March 2017, the Company vacated an area of the office space in Novato, California and in March and April 2017, the Company entered into sublease arrangements for this space with third parties. |
Commitments and Contingencies_2
Commitments and Contingencies - Schedule of Office Space Lease Agreements in Place for Real Properties (Parenthetical) (Detail) $ in Millions | Dec. 31, 2018USD ($) |
Lake Forest Office [Member] | |
Loss Contingencies [Line Items] | |
Letter of credit | $ 2 |
Commitments and Contingencies_3
Commitments and Contingencies - Additional Information (Detail) | Jan. 01, 2019USD ($) | May 08, 2017USD ($)$ / SFr | Dec. 31, 2018USD ($)$ / SFr$ / € | Dec. 31, 2017USD ($)$ / SFr | Dec. 31, 2017CHF (SFr) | Dec. 31, 2016USD ($) | Dec. 31, 2018CHF (SFr)$ / SFr$ / € | Dec. 12, 2017USD ($) | May 08, 2017CHF (SFr)$ / SFr |
Loss Contingencies [Line Items] | |||||||||
Rent expense | $ 5,600,000 | $ 6,400,000 | $ 5,100,000 | ||||||
Approval to expand the age range | In December 2018, the Company received FDA approval to expand the age range for the use of RAVICTI in the chronic management of UCDs in patients from birth to two months. | ||||||||
Royalty and royalty accretion expense | $ 66,600,000 | $ 73,500,000 | $ 45,400,000 | ||||||
River Vision [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Currency exchange rate | $ / SFr | 1.0169 | 1.0185 | 1.0185 | 1.0185 | 1.0169 | ||||
Upfront cash payments | $ 150,300,000 | $ 2,000,000 | SFr 2,000,000 | ||||||
Cash acquired from acquisition | 6,300,000 | ||||||||
Maximum payment to be made upon attainment of milestones | $ 325,000,000 | $ 104,900,000 | 104,900,000 | SFr 103,000,000 | SFr 103,000,000 | ||||
Percentage of net sales in earn-out payment | 3.00% | ||||||||
Net sales minimum limit for royal payment | $ 300,000,000 | ||||||||
Selling, General and Administrative [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Royalty and royalty accretion expense | 1,900,000 | 700,000 | |||||||
Cost of Goods Sold [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Royalty and royalty accretion expense | 68,500,000 | $ 72,800,000 | |||||||
Minimum [Member] | River Vision [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Percentage of net sales in earn-out payment | 9.00% | 9.00% | 9.00% | ||||||
Maximum [Member] | River Vision [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Percentage of net sales in earn-out payment | 12.00% | 12.00% | 12.00% | ||||||
PROCYSBI Developed Technology [Member] | Amended and Restated License Agreement [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Minimum annual royalty obligations | 100,000 | ||||||||
Aggregate development milestone payments amount for orphan indication | 300,000 | ||||||||
Aggregate regulatory milestone payments amount for orphan indication | 1,800,000 | ||||||||
Aggregate development milestone payments amount for non-orphan indication | 800,000 | ||||||||
Aggregate regulatory milestone payments amount for non-orphan indication | 3,500,000 | ||||||||
RAVICTI, BUPHENYL, QUINSAIR, VIMOVO and MIGERGOT [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Purchase and other commitments outstanding purchase orders | 9,300,000 | ||||||||
Teprotumumab [Member] | Commitment Related to Validation Activities for Teprotumumab [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Minimum binding purchase commitment | 1,800,000 | ||||||||
Teprotumumab [Member] | Binding Batch Commitment for Teprotumumab [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Minimum binding purchase commitment | 5,500,000 | ||||||||
HZN-003 (Formerly MEDI4945) [Member] | MedImmune [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Maximum payment to be made upon attainment of milestones | $ 153,500,000 | ||||||||
Upfront cash payment | $ 12,000,000 | ||||||||
Patheon Pharmaceuticals Inc. [Member] | PROCYSBI Developed Technology [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Minimum binding purchase commitment | $ 2,300,000 | ||||||||
Supply agreement expiry date | Dec. 31, 2021 | ||||||||
Cambrex [Member] | PROCYSBI API [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Minimum binding purchase commitment | $ 1,600,000 | ||||||||
Supply agreement expiry date | Nov. 2, 2020 | ||||||||
Boehringer Ingelheim [Member] | ACTIMMUNE Developed Technology [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Minimum binding purchase commitment | $ 25,700,000 | ||||||||
Currency exchange rate | $ / € | 1.1466 | 1.1466 | |||||||
Additional costs committed to be incurred for harmonization of drug substance manufacturing process | $ 1,100,000 | ||||||||
Bio-Technology General (Israel) Ltd [Member] | KRYSTEXXA Developed Technology [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Minimum binding purchase commitment | $ 47,000,000 | ||||||||
Supply agreement expiry date | Dec. 31, 2030 | ||||||||
Term of agreement automatically renewal period | 3 years | ||||||||
Written notice period for termination of agreement | 3 years | ||||||||
Expected early termination period of agreement due to uncertain event | Jan. 1, 2024 | ||||||||
Purchase commitment outstanding purchase orders | $ 1,500,000 | ||||||||
Bio-Technology General (Israel) Ltd [Member] | KRYSTEXXA Developed Technology [Member] | Minimum [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Purchase obligation percentage | 80.00% | ||||||||
Jagotec AG [Member] | RAYOS [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Minimum binding purchase commitment | $ 4,800,000 | ||||||||
Purchase commitment outstanding purchase orders | $ 700,000 | ||||||||
Purchase commitment expiration date | Dec. 31, 2023 | ||||||||
Nuvo Pharmaceuticals Inc. [Member] | PENNSAID 2% [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Minimum binding purchase commitment | $ 2,600,000 | ||||||||
Supply agreement expiry date | Dec. 31, 2029 | ||||||||
Nuvo Pharmaceuticals Inc. [Member] | VIMOVO and Other Medicines [Member] | License Agreement [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Minimum annual royalty obligations | $ 7,500,000 | ||||||||
Percentage of royalty on net sales | 10.00% | ||||||||
Royalty expiration period upon first commercial sale in United States | 10 years | ||||||||
Sanofi-Aventis U.S [Member] | DUEXIS [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Minimum binding purchase commitment | $ 9,200,000 | ||||||||
Term of agreement automatically renewal period | 2 years | ||||||||
Written notice period for termination of agreement | 2 years | ||||||||
Term of agreement expiration month and year | 2021-05 | ||||||||
Genentech Inc [Member] | ACTIMMUNE Developed Technology [Member] | License Agreement [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Net sales threshold | $ 3,700,000 | ||||||||
Genentech Inc [Member] | ACTIMMUNE Developed Technology [Member] | Minimum [Member] | License Agreement [Member] | For First 3.7 Million in Net Sales [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Percentage of royalty on net sales | 20.00% | ||||||||
Genentech Inc [Member] | ACTIMMUNE Developed Technology [Member] | Minimum [Member] | License Agreement [Member] | For All Additional Net Sales [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Percentage of royalty on net sales | 1.00% | ||||||||
Genentech Inc [Member] | ACTIMMUNE Developed Technology [Member] | Maximum [Member] | License Agreement [Member] | For First 3.7 Million in Net Sales [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Percentage of royalty on net sales | 30.00% | ||||||||
Genentech Inc [Member] | ACTIMMUNE Developed Technology [Member] | Maximum [Member] | License Agreement [Member] | For All Additional Net Sales [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Percentage of royalty on net sales | 9.00% | ||||||||
Duke [Member] | KRYSTEXXA Developed Technology [Member] | Minimum [Member] | License Agreement [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Percentage of royalty on net sales revenue | 5.00% | ||||||||
Duke [Member] | KRYSTEXXA Developed Technology [Member] | Maximum [Member] | License Agreement [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Percentage of royalty on net sales revenue | 15.00% | ||||||||
MVP [ Member] | KRYSTEXXA Developed Technology [Member] | Minimum [Member] | License Agreement [Member] | Non-US [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Percentage of royalty on net sales revenue | 5.00% | ||||||||
MVP [ Member] | KRYSTEXXA Developed Technology [Member] | Maximum [Member] | License Agreement [Member] | Non-US [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Percentage of royalty on net sales revenue | 15.00% | ||||||||
Vectura [Member] | RAYOS [Member] | Subsequent Event [Member] | |||||||||
Loss Contingencies [Line Items] | |||||||||
Minimum annual royalty obligations | $ 8,000,000 | ||||||||
Royalty commitments expiration date | Dec. 31, 2022 |
Commitments and Contingencies_4
Commitments and Contingencies - Schedule of Minimum Future Cash Payments Due under Lease Obligations (Detail) $ in Thousands | Dec. 31, 2018USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
Operating Lease obligations, 2019 | $ 6,228 |
Operating Lease obligations, 2020 | 6,680 |
Operating Lease obligations, 2021 | 5,788 |
Operating Lease obligations, 2022 | 4,565 |
Operating Lease obligations, 2023 | 4,442 |
Operating Lease obligations, Thereafter | 36,696 |
Operating Lease obligations, Total | $ 64,399 |
Legal Proceedings - Additional
Legal Proceedings - Additional Information (Detail) - Patent | Sep. 17, 2018 | Jun. 27, 2018 | May 30, 2018 | Feb. 05, 2016 | Sep. 17, 2015 |
Legal Proceedings [Line Items] | |||||
Number of lawsuits | 4 | ||||
Number of additional lawsuits | 2 | ||||
Number of Patent covering infringement | 3 | ||||
Legal Proceedings Related to RAVICTI [Member] | Lupin Settlement Agreement [Member] | |||||
Legal Proceedings [Line Items] | |||||
Settlement and license agreement date | Jun. 27, 2018 | ||||
License agreement entry date | Jul. 1, 2026 | ||||
Legal Proceedings Related to RAVICTI [Member] | Par Pharmaceutical Settlement Agreement [Member] | |||||
Legal Proceedings [Line Items] | |||||
Settlement and license agreement date | Sep. 17, 2018 | ||||
License agreement entry date | Jul. 1, 2025 | ||||
Legal Proceedings Related to PENNSAID 2% [Member] | |||||
Legal Proceedings [Line Items] | |||||
License agreement entry date | Oct. 17, 2027 |
Shareholders' Equity - Addition
Shareholders' Equity - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | May 31, 2018 | May 31, 2017 | |
Subsidiary Sale Of Stock [Line Items] | |||||
Shares issued during period in connection with stock option exercises, vesting of restricted stock, employee share purchase plan purchases and vesting of performance stock units | 4,400,000 | ||||
Proceeds from stock option exercises, issuances of restricted stock, employee share purchase plan purchases and vesting of performance stock units | $ 25,600 | ||||
Payments for employee withholding taxes related to share-based payment | 14,455 | $ 6,533 | $ 5,539 | ||
Total consideration for repurchase of ordinary shares, value | $ 992 | ||||
2018 Repurchase Program [Member] | Maximum [Member] | |||||
Subsidiary Sale Of Stock [Line Items] | |||||
Shares authorized under repurchase program | 16,000,000 | ||||
2017 Repurchase Program [Member] | |||||
Subsidiary Sale Of Stock [Line Items] | |||||
Shares repurchased during period | 100,000 | ||||
Total consideration for repurchase of ordinary shares, value | $ 1,000 | ||||
2017 Repurchase Program [Member] | Maximum [Member] | |||||
Subsidiary Sale Of Stock [Line Items] | |||||
Shares authorized under repurchase program | 16,000,000 | ||||
Employee Stock Purchase Plans [Member] | |||||
Subsidiary Sale Of Stock [Line Items] | |||||
Payments for employee withholding taxes related to share-based payment | $ 14,500 |
Share-Based and Long-Term Inc_3
Share-Based and Long-Term Incentive Plans - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | Feb. 21, 2018 | Jul. 28, 2011 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 05, 2018 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Options, Granted | 403,973 | |||||
Stock options contractual term | 10 years | |||||
Options granted to purchase common stock | 403,973 | 2,077,215 | 2,057,247 | |||
Weighted average fair value of options granted to purchase common stock | $ 6.93 | $ 7.96 | $ 11.58 | |||
Total intrinsic value of options exercised | $ 17 | $ 2.6 | $ 6.9 | |||
Total fair value of stock options vested | 36.6 | 41.3 | 55.6 | |||
Tax benefit (detriment) recognized from stock-based compensation expense | 2 | (2.8) | ||||
Tax benefit (detriment) recognized from stock options exercised and vested restricted stock units | 2 | (2.8) | ||||
Pre-tax unrecognized compensation expense for all unvested share-based awards | 107.6 | |||||
Expense related to cash bonus program | $ 0.9 | 0.8 | 0.6 | |||
Cash Incentive Program [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Vesting period | 36 months | |||||
Bonus payable under cash bonus program | $ 14.1 | |||||
Cash bonus award maximum target level | 150.00% | |||||
Expense related to cash bonus program | $ 4.9 | |||||
Cash Incentive Program [Member] | KRYSTEXXA Developed Technology [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Cash bonus determination percentage on achievement of increase in sales percentage during 2018 | 70.00% | |||||
Cash Incentive Program [Member] | Teprotumumab Phase 3 Clinical Trial [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Cash bonus determination percentage on achievement of patient enrollment levels during 2018 | 30.00% | |||||
Minimum [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Restricted stock units, vesting period | 2 years | |||||
Maximum [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Restricted stock units, vesting period | 4 years | |||||
Restricted Stock Units [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Restricted shares granted to purchase common stock | 4,983,368 | |||||
Weighted Average Grant Date Fair Value | $ 15.85 | |||||
Total fair value of restricted stock units vested | $ 43.6 | $ 18 | $ 16.2 | |||
Restricted Stock Units [Member] | Employees and Nonexecutive Directors [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Restricted shares granted to purchase common stock | 4,983,368 | 3,732,035 | 1,384,104 | |||
Weighted Average Grant Date Fair Value | $ 15.85 | $ 12.44 | $ 17.07 | |||
Performance Stock Unit Awards [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Restricted shares granted to purchase common stock | 1,413,257 | |||||
Weighted Average Grant Date Fair Value | $ 16.08 | |||||
Deferred tax assets related to share-based compensation expense | $ 23.3 | $ 16.4 | ||||
Performance Stock Unit Awards [Member] | Relative TSR PSUs [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Percentage of outstanding PSU award vesting amount range | 30.00% | |||||
Vesting period | 3 years | |||||
Performance Stock Unit Awards [Member] | Nest Sales PSUs [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Percentage of outstanding PSU award vesting amount range | 70.00% | |||||
Percentage of net sales performance criteria met | 157.40% | |||||
Performance Stock Unit Awards [Member] | Minimum [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Percentage of outstanding PSU award vesting amount range | 0.00% | |||||
Performance Stock Unit Awards [Member] | Maximum [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Percentage of outstanding PSU award vesting amount range | 200.00% | |||||
2014 ESPP [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common stock shares authorized | 2,084,665 | |||||
Common stock shares reserved for future issuance | 2,084,665 | |||||
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 | 7,037,630 | |||||
Common stock shares reserved for future issuance | 7,037,630 | |||||
Increase to number of ordinary shares authorized | 10,800,000 | |||||
2014 EIP [Member] | 2017 Inducement Pool [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common stock shares authorized | 466,556 | |||||
Common stock shares reserved for future issuance | 466,556 | |||||
2014 Non-Employee Equity Plan [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common stock shares authorized | 116,163 | |||||
Common stock shares reserved for future issuance | 116,163 |
Share-Based and Long-Term Inc_4
Share-Based and Long-Term Incentive Plans - Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Options, Outstanding Beginning Balance | 14,275,316 | ||
Options, Granted | 403,973 | ||
Options, Exercised | (1,768,038) | ||
Options, Forfeited | (676,036) | ||
Options, Expired | (407,450) | ||
Options, Outstanding Ending Balance | 11,827,765 | 14,275,316 | |
Options, Vested and Expected to vest as of December 31, 2018 | 11,686,892 | ||
Options, Exercisable as of December 31, 2018 | 10,043,374 | ||
Weighted Average Exercise Price, Outstanding Beginning Balance | $ 18.04 | ||
Weighted Average Exercise Price, Granted | 14.41 | ||
Weighted Average Exercise Price, Exercised | 9.65 | ||
Weighted Average Exercise Price, Forfeited | 18.24 | ||
Weighted Average Exercise Price, Expired | 21 | ||
Weighted Average Exercise Price, Outstanding Ending Balance | 19.06 | $ 18.04 | |
Weighted Average Exercise Price, Vested and Expected to vest as of December 31, 2018 | 19.08 | ||
Weighted Average Exercise Price, Exercisable as of December 31, 2018 | $ 19.10 | ||
Weighted Average Contractual Term Remaining (in years) | 6 years 2 months 26 days | 6 years 11 months 19 days | |
Weighted Average Contractual Term Remaining (in years) Vested and Expected to vest as of December 31, 2018 | 6 years 2 months 19 days | ||
Weighted Average Contractual Term Remaining (in years) Exercisable as of December 31, 2018 | 5 years 11 months 23 days | ||
Aggregate Intrinsic Value | $ 37,257 | $ 25,005 | |
Aggregate Intrinsic Value, Exercised | 17,000 | $ 2,600 | $ 6,900 |
Aggregate Intrinsic Value, Vested and Expected to vest as of December 31, 2018 | 36,905 | ||
Aggregate Intrinsic Value, Exercisable as of December 31, 2018 | $ 33,033 |
Share-Based and Long-Term Inc_5
Share-Based and Long-Term Incentive Plans - Summary of Outstanding Stock Options (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Options Outstanding, Number of options outstanding | 11,827,765 | |
Options Outstanding, Weighted Average Exercise Price | $ 19.06 | $ 18.04 |
Options Outstanding, Weighted Average Remaining Contractual Term(in years) | 6 years 2 months 26 days | |
Options Exercisable, Number Exercisable | 10,043,374 | |
Options Exercisable, Weighted Average Exercisable | $ 19.10 | |
Options Exercisable, Weighted Average Remaining Contractual Term(in years) | 5 years 11 months 23 days | |
Exercise Price Ranges, $2.01 - $4.00 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Range of Exercise Prices, Lower Range | $ 2.01 | |
Range of Exercise Prices, Upper Range | $ 4 | |
Options Outstanding, Number of options outstanding | 459,812 | |
Options Outstanding, Weighted Average Exercise Price | $ 2.70 | |
Options Outstanding, Weighted Average Remaining Contractual Term(in years) | 4 years 10 days | |
Options Exercisable, Number Exercisable | 459,812 | |
Options Exercisable, Weighted Average Exercisable | $ 2.70 | |
Options Exercisable, Weighted Average Remaining Contractual Term(in years) | 4 years 10 days | |
Exercise Price Ranges, $4.01 - $8.00 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Range of Exercise Prices, Lower Range | $ 4.01 | |
Range of Exercise Prices, Upper Range | $ 8 | |
Options Outstanding, Number of options outstanding | 739,340 | |
Options Outstanding, Weighted Average Exercise Price | $ 6.80 | |
Options Outstanding, Weighted Average Remaining Contractual Term(in years) | 4 years 7 days | |
Options Exercisable, Number Exercisable | 739,340 | |
Options Exercisable, Weighted Average Exercisable | $ 6.80 | |
Options Exercisable, Weighted Average Remaining Contractual Term(in years) | 4 years 7 days | |
Exercise Price Ranges, $8.01 - $12.00 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Range of Exercise Prices, Lower Range | $ 8.01 | |
Range of Exercise Prices, Upper Range | $ 12 | |
Options Outstanding, Number of options outstanding | 392,531 | |
Options Outstanding, Weighted Average Exercise Price | $ 8.97 | |
Options Outstanding, Weighted Average Remaining Contractual Term(in years) | 5 years 5 months 8 days | |
Options Exercisable, Number Exercisable | 392,531 | |
Options Exercisable, Weighted Average Exercisable | $ 8.97 | |
Options Exercisable, Weighted Average Remaining Contractual Term(in years) | 5 years 5 months 8 days | |
Exercise Price Ranges, $12.01 - $17.00 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Range of Exercise Prices, Lower Range | $ 12.01 | |
Range of Exercise Prices, Upper Range | $ 17 | |
Options Outstanding, Number of options outstanding | 2,367,515 | |
Options Outstanding, Weighted Average Exercise Price | $ 14.25 | |
Options Outstanding, Weighted Average Remaining Contractual Term(in years) | 6 years 9 months 14 days | |
Options Exercisable, Number Exercisable | 1,841,877 | |
Options Exercisable, Weighted Average Exercisable | $ 14.19 | |
Options Exercisable, Weighted Average Remaining Contractual Term(in years) | 6 years 2 months 26 days | |
Exercise Price Ranges, $17.01 - $22.00 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Range of Exercise Prices, Lower Range | $ 17.01 | |
Range of Exercise Prices, Upper Range | $ 22 | |
Options Outstanding, Number of options outstanding | 2,291,328 | |
Options Outstanding, Weighted Average Exercise Price | $ 18.11 | |
Options Outstanding, Weighted Average Remaining Contractual Term(in years) | 7 years 2 months 26 days | |
Options Exercisable, Number Exercisable | 1,475,082 | |
Options Exercisable, Weighted Average Exercisable | $ 18.35 | |
Options Exercisable, Weighted Average Remaining Contractual Term(in years) | 6 years 11 months 4 days | |
Exercise Price Ranges, $22.01 - $28.00 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Range of Exercise Prices, Lower Range | $ 22.01 | |
Range of Exercise Prices, Upper Range | $ 28 | |
Options Outstanding, Number of options outstanding | 3,324,112 | |
Options Outstanding, Weighted Average Exercise Price | $ 22.30 | |
Options Outstanding, Weighted Average Remaining Contractual Term(in years) | 6 years 1 month 9 days | |
Options Exercisable, Number Exercisable | 3,116,470 | |
Options Exercisable, Weighted Average Exercisable | $ 22.29 | |
Options Exercisable, Weighted Average Remaining Contractual Term(in years) | 6 years 1 month 6 days | |
Exercise Price Ranges, $28.01 - $36.00 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Range of Exercise Prices, Lower Range | $ 28.01 | |
Range of Exercise Prices, Upper Range | $ 36 | |
Options Outstanding, Number of options outstanding | 2,253,127 | |
Options Outstanding, Weighted Average Exercise Price | $ 29.43 | |
Options Outstanding, Weighted Average Remaining Contractual Term(in years) | 6 years 1 month 28 days | |
Options Exercisable, Number Exercisable | 2,018,262 | |
Options Exercisable, Weighted Average Exercisable | $ 29.39 | |
Options Exercisable, Weighted Average Remaining Contractual Term(in years) | 6 years 1 month 17 days |
Share-Based and Long-Term Inc_6
Share-Based and Long-Term Incentive Plans - Weighted Average Fair Value per Share of Stock Option Awards Granted and Assumptions Used to Value Stock Options (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |||
Risk-free interest rate, minimum | 2.30% | 1.80% | 1.30% |
Risk-free interest rate, maximum | 2.80% | 2.20% | 2.20% |
Weighted average volatility | 49.50% | 49.10% | 73.20% |
Expected life (in years) | 5 years 6 months 21 days | 5 years 11 months 26 days | 6 years 7 days |
Weighted average grant date fair value per share of options granted | $ 6.93 | $ 7.96 | $ 11.58 |
Share-Based and Long-Term Inc_7
Share-Based and Long-Term Incentive Plans - Summary of Restricted Stock Unit Activity (Detail) - Restricted Stock Units [Member] | 12 Months Ended |
Dec. 31, 2018$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Units, Outstanding Beginning Balance | shares | 5,283,850 |
Number of Units, Granted | shares | 4,983,368 |
Number of Units, Vested | shares | (2,654,259) |
Number of Units, Forfeited | shares | (840,141) |
Number of Units, Outstanding Ending Balance | shares | 6,772,818 |
Weighted Average Grant-Date Fair Value Per Unit, Outstanding Beginning Balance | $ / shares | $ 14.77 |
Weighted Average Grant-Date Fair Value Per Unit, Granted | $ / shares | 15.85 |
Weighted Average Grant-Date Fair Value Per Unit, Vested | $ / shares | 14.54 |
Weighted Average Grant-Date Fair Value Per Unit, Forfeited | $ / shares | 15.54 |
Weighted Average Grant-Date Fair Value Per Unit, Outstanding Ending Balance | $ / shares | $ 15.56 |
Share-Based and Long-Term Inc_8
Share-Based and Long-Term Incentive Plans - Summary of Performance Stock Unit Awards Activity (Detail) - Performance Stock Unit Awards [Member] | 12 Months Ended | |
Dec. 31, 2018$ / sharesshares | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Units, Outstanding Beginning Balance | shares | 7,854,880 | |
Number of Units, Granted | shares | 1,413,257 | |
Number of Units, Forfeited | shares | (19,314) | |
Number of Units, Expired | shares | (7,854,880) | [1] |
Number of Units, Outstanding Ending Balance | shares | 1,393,943 | |
Weighted Average Grant-Date Fair Value Per Unit, Granted | $ 16.08 | |
Weighted Average Grant-Date Fair Value Per Unit, Forfeited | 16.64 | |
Weighted Average Grant-Date Fair Value Per Unit, Expired | $ 14.82 | [1] |
Average Illiquidity discount, Granted | 2.60% | |
Average Illiquidity discount, Forfeited | 0.00% | |
Average Illiquidity discount, Expired | 14.90% | [1] |
Recorded Weighted Average Fair Value Per Unit, Granted | $ 15.66 | |
Recorded Weighted Average Fair Value Per Unit, Forfeited | 16.64 | |
Recorded Weighted Average Fair Value Per Unit, Expired | $ 12.60 | [1] |
[1] | During the year ended December 31, 2018, the final tranches of the Company’s PSUs outstanding at December 31, 2017 expired due to failure to meet the Company’s minimum total compounded annual shareholder rate of return (“TSR”) requirement. |
Share-Based and Long-Term Inc_9
Share-Based and Long-Term Incentive Plans - Summary of Significant Valuation Assumption (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Expected volatility | 49.50% | 49.10% | 73.20% |
Performance Stock Unit Awards [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Valuation date stock price | $ 13.87 | ||
Expected volatility | 71.30% | ||
Risk-free rate | 2.60% |
Share-Based and Long-Term In_10
Share-Based and Long-Term Incentive Plans - Summary of Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Total share-based compensation expense | $ 114,860 | $ 121,553 | $ 114,144 |
Cost of Goods Sold [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Total share-based compensation expense | 3,699 | 2,469 | 26 |
Research and Development [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Total share-based compensation expense | 8,880 | 9,263 | 9,413 |
Selling, General and Administrative [Member] | |||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |||
Total share-based compensation expense | $ 102,281 | $ 109,821 | $ 104,705 |
Income Taxes - Company's Loss B
Income Taxes - Company's Loss Before Benefit for Income Taxes by Jurisdiction (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Contingency [Line Items] | |||
United States | $ (176,837) | $ (271,102) | $ (165,476) |
Loss before benefit for income taxes | (119,146) | (504,334) | (226,814) |
Other Foreign [Member] | |||
Income Tax Contingency [Line Items] | |||
(Loss) before benefit for income taxes, Foreign | 68,635 | (216,276) | (33,383) |
Ireland [Member] | |||
Income Tax Contingency [Line Items] | |||
(Loss) before benefit for income taxes, Foreign | $ (10,944) | $ (16,956) | $ (27,955) |
Income Taxes - Components of be
Income Taxes - Components of benefit for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Current provision (benefit) | |||
Total current provision | $ 43,389 | $ 15,838 | $ 12,357 |
Deferred (benefit) provision | |||
Total deferred benefit | (88,348) | (118,587) | (73,608) |
Total benefit for income taxes | (44,959) | (102,749) | (61,251) |
U.S. - Federal and State [Member] | |||
Current provision (benefit) | |||
Total current provision | 42,791 | 12,085 | 10,491 |
Deferred (benefit) provision | |||
Total deferred benefit | (62,995) | (120,111) | (69,073) |
Other Foreign [Member] | |||
Current provision (benefit) | |||
Total current provision | 843 | 831 | 679 |
Deferred (benefit) provision | |||
Total deferred benefit | (11,169) | 7,818 | (2,481) |
Ireland [Member] | |||
Current provision (benefit) | |||
Total current provision | (245) | 2,922 | 1,187 |
Deferred (benefit) provision | |||
Total deferred benefit | $ (14,184) | $ (6,294) | $ (2,054) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | May 08, 2017 | |
Income Taxes [Line Items] | ||||
Benefit for income taxes | $ (44,959,000) | $ (102,749,000) | $ (61,251,000) | |
Current income tax provision | 43,389,000 | 15,838,000 | 12,357,000 | |
Deferred tax benefit | (88,348,000) | (118,587,000) | (73,608,000) | |
Tax impact due to mix of income and losses incurred in various tax jurisdictions | (35,300,000) | |||
Measurement period adjustment for deferred tax asset reinstatement | (37,400,000) | 59,200,000 | ||
Tax benefit on intra-company inventory transfer | 11,169,000 | $ 8,888,000 | $ (2,154,000) | |
Tax credits generated during the year | 4,400,000 | |||
Provision for income tax, transfers | $ 45,800,000 | |||
Effective income tax rate | 37.70% | 20.40% | 27.00% | |
Effective income tax statutory income tax rate | 12.50% | 12.50% | 12.50% | |
Tax benefit recorded with respect to liquidation of foreign partnerships | $ (42,689,000) | |||
Tax benefit on Notional interest deduction | 24,455,000 | $ 27,020,000 | $ 35,075,000 | |
Tax expense on intra-company transfer of asset other than inventory | 45,780,000 | |||
Income earned in higher tax rate jurisdictions | 13,200,000 | |||
Tax expense on non-deductible share-based compensation expenses | 21,383,000 | 26,811,000 | 7,125,000 | |
Change in U.S. state effective tax rate | $ 8,103,000 | (2,329,000) | (17,246,000) | |
Tax Cuts and Jobs Act of 2017, incomplete accounting, provisional income tax expense (benefit) | (74,900,000) | |||
Impact of Tax Cuts and Jobs Act of 2017 on deferred taxes | (134,182,000) | |||
U.S. federal corporate tax rate | 21.00% | |||
U.S. federal and state tax credits | $ 4,405,000 | 3,608,000 | 3,613,000 | |
Tax effect on non-deductible IPR&D expenses | 51,148,000 | |||
Tax effect on increase in uncertain tax positions | $ 2,456,000 | 4,976,000 | 2,837,000 | |
Increase in non-deductible share-based compensation | 19,700,000 | |||
Decrease in benefit from change in U.S. state effective tax rate | 14,900,000 | |||
Decrease in tax charges of intragroup profit | 11,000,000 | |||
Decrease in benefit realized on notional interest deduction | 8,100,000 | |||
Decrease in changes in valuation allowances | 4,700,000 | |||
Impact of the deferred tax asset reinstatement, percent | 31.40% | |||
Operating loss carryforwards limitations on use | Net operating loss carryovers in Switzerland have a seven-year carryforward life and will start to expire in 2019 to the extent there is not sufficient taxable income to utilize those net operating loss carryovers. | |||
Impact of Tax Cuts and Jobs Act of 2017 on net operating losses | 80.00% | |||
Increase (decrease) in the deferred tax valuation allowance | $ 800,000 | (6,900,000) | 1,200,000 | |
Unrecognized tax benefits, long-term liabilities | 10,200,000 | |||
Unrecognized tax benefits, accrued expenses | 2,400,000 | |||
Deferred income tax assets, net | 15,900,000 | |||
Uncertain tax position, interest | 2,000,000 | 1,300,000 | ||
Uncertain tax position, penalties | 200,000 | 200,000 | ||
Income tax penalties and interest expense | 28,500,000 | |||
Fiscal Year 2014 [Member] | ||||
Income Taxes [Line Items] | ||||
Operating loss carry forward annual limitation | 50,000,000 | |||
Fiscal Year 2019 to 2028 [Member] | ||||
Income Taxes [Line Items] | ||||
Operating loss carry forward annual limitation | 7,700,000 | |||
Fiscal Year 2009 [Member] | ||||
Income Taxes [Line Items] | ||||
Operating loss carry forward annual limitation | 200,000 | |||
Ireland [Member] | ||||
Income Taxes [Line Items] | ||||
Current income tax provision | (245,000) | 2,922,000 | 1,187,000 | |
Deferred tax benefit | (14,184,000) | (6,294,000) | $ (2,054,000) | |
Provision for income tax on undistributed earnings of subsidiaries | 0 | |||
Unremitted earnings | 164,400,000 | |||
Estimates income tax unremitted earnings | 0 | |||
U.S. Federal Tax [Member] | ||||
Income Taxes [Line Items] | ||||
Tax benefit recorded with respect to liquidation of foreign partnerships | (42,700,000) | |||
U.S. State Tax [Member] | ||||
Income Taxes [Line Items] | ||||
Tax benefit recorded with respect to liquidation of foreign partnerships | (7,900,000) | |||
Net operating loss carryforwards | $ 25,100,000 | |||
Operating loss carryforward, expiration year | 2,019 | |||
U.S. State Tax [Member] | Research Tax Credit Carryforward [Member] | ||||
Income Taxes [Line Items] | ||||
Income tax credit carryforwards | $ 8,000,000 | |||
Federal [Member] | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards | $ 77,300,000 | |||
Operating loss carryforward, expiration year | 2,031 | |||
Federal [Member] | Research Tax Credit Carryforward [Member] | ||||
Income Taxes [Line Items] | ||||
Operating loss carryforward, expiration year | 2,030 | |||
Operating loss carryforwards limitations on use | The U.S. federal orphan drug credits and the U.S. federal research and development credits will both begin to expire in 2030. The U.S. federal alternative minimum tax credits and California research and development credits have indefinite lives and therefore are not subject to expiration. The EDGE credits have a five-year carryforward life following the year of generation and will begin to expire in 2019. | |||
Income tax credit carryforwards | $ 54,500,000 | |||
Foreign [Member] | ||||
Income Taxes [Line Items] | ||||
Net operating loss carryforwards | 113,100,000 | |||
Performance Stock Units [Member] | ||||
Income Taxes [Line Items] | ||||
Deferred tax assets related to share-based compensation expense | 23,300,000 | 16,400,000 | ||
River Vision [Member] | ||||
Income Taxes [Line Items] | ||||
Tax effect on non-deductible IPR&D expenses | $ 51,100,000 | |||
Income tax credit carryforwards | $ 9,500,000 | |||
River Vision [Member] | Fiscal Year 2018 through 2020 [Member] | ||||
Income Taxes [Line Items] | ||||
Operating loss carry forward annual limitation | $ 2,600,000 |
Income Taxes - Reconciliation B
Income Taxes - Reconciliation Between Irish Statutory Income Tax Rate and U.S Federal Statutory Income Tax Rate (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Irish income tax at statutory rate (12.5%) | $ (14,893) | $ (63,042) | $ (28,352) |
Foreign tax rate differential | 13,221 | (10,923) | (2,051) |
Liquidation of foreign partnership | (42,689) | ||
Write-off and reinstatement of U.S. deferred tax asset related to interest expense carryforwards due to the Tax Act | (37,392) | 59,243 | |
Notional interest deduction | (24,455) | (27,020) | (35,075) |
Intra-company inventory transfers | (11,169) | (8,888) | 2,154 |
U.S. state income taxes | (6,515) | 214 | 8,579 |
U.S. federal and state tax credits | (4,405) | (3,608) | (3,613) |
Change in valuation allowances | (1,115) | (1,378) | (6,117) |
Impact of the Tax Act on deferred taxes | (134,182) | ||
Non-deductible in-process research and development costs | 51,148 | ||
Uncertain tax positions | 2,456 | 4,976 | 2,837 |
Disallowed interest | 3,023 | 2,990 | 2,620 |
Disqualified compensation expense | 4,831 | 1,305 | 2,555 |
Change in U.S. state effective tax rate | 8,103 | (2,329) | (17,246) |
Share-based compensation | 21,383 | 26,811 | 7,125 |
Intra-company asset transfers | 45,780 | ||
Other, net | (1,123) | 1,934 | 5,333 |
Total benefit for income taxes | $ (44,959) | $ (102,749) | $ (61,251) |
Effective income tax rate | 37.70% | 20.40% | 27.00% |
Income Taxes - Reconciliation_2
Income Taxes - Reconciliation Between Irish Statutory Income Tax Rate and U.S Federal Statutory Income Tax Rate (Parenthetical) (Detail) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Irish income tax statutory rate, Percentage | 12.50% | 12.50% | 12.50% |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||||
Net operating loss carryforwards | $ 51,264 | $ 65,650 | ||
Intercompany interest | 52,605 | |||
State net operating losses | 43,786 | 35,465 | ||
Accrued compensation | 40,942 | 46,420 | ||
Contingent royalties | 30,321 | 33,436 | ||
Accruals and reserves | 12,381 | 11,089 | ||
Capital loss carryforwards | 3,139 | 2,796 | ||
Alternative minimum tax credit | 2,816 | 13,972 | ||
Other | 1,004 | 2,259 | ||
Total deferred tax assets | 238,258 | 211,087 | ||
Valuation allowance | (26,472) | (25,650) | $ (32,532) | $ (31,310) |
Deferred tax assets, net of valuation allowance | 211,786 | 185,437 | ||
Deferred tax liabilities: | ||||
Intangible assets | 283,473 | 315,970 | ||
Debt discount | 18,795 | 23,372 | ||
Inventories | 570 | |||
Total deferred tax liabilities | 302,268 | 339,912 | ||
Net deferred income tax liability | $ 90,482 | $ 154,475 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Beginning and Ending Amounts of Valuation Allowance (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Beginning Balance | $ (25,650) | $ (32,532) | $ (31,310) |
Increase for year activity | (3,328) | (6,835) | (14,636) |
Release of valuation allowances | 2,506 | 5,313 | 15,056 |
Additions to valuation allowances due to acquisitions | (1,642) | ||
Decreases to valuation allowances due to divestiture | 8,404 | ||
Ending Balance | $ (26,472) | $ (25,650) | $ (32,532) |
Income Taxes - Changes in Uncer
Income Taxes - Changes in Uncertain Income Tax Positions (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |||
Beginning balance – uncertain tax positions | $ 23,404 | $ 17,747 | $ 9,812 |
Tax positions in the year, Additions | 1,899 | 2,451 | 471 |
Tax positions in the year, Acquired uncertain tax positions | 5,362 | ||
Tax positions related to prior years, Additions | 1,531 | 4,145 | 2,102 |
Tax positions related to prior years, Settlements and lapses | (528) | (939) | |
Ending balance – uncertain tax positions | $ 26,306 | $ 23,404 | $ 17,747 |
Employee Benefit Plans - Additi
Employee Benefit Plans - Additional Information (Detail) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Defined Benefit Plan Disclosure [Line Items] | |||
Defined benefit plan expenses | $ 5.2 | $ 4.9 | $ 2.7 |
Percent of matching contribution by company | 100.00% | ||
Maximum percent of employee's elective contribution to plan | 3.00% | ||
Percent of employee's eligible pay | 2.00% | ||
Defined benefit plan expenses | $ 0.6 | 0.4 | 0.4 |
Deferred compensation plan liabilities | 8.2 | 6.5 | |
Deferred compensation plan assets funds held | 8.2 | 6.5 | |
Non-qualified deferred compensation plan expenses recognized | $ 0.9 | $ 0.8 | $ 0.6 |
Minimum [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Percent of matching contribution by company | 50.00% |
Selected Quarterly Financial _3
Selected Quarterly Financial Information (Unaudited) - Summary of Selected Financial Results of Operations (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||
Net sales | $ 355,543 | $ 325,311 | $ 302,835 | $ 223,881 | $ 274,219 | $ 271,646 | $ 289,507 | $ 220,859 | $ 1,207,570 | $ 1,056,231 | $ 981,120 | ||||
Gross profit | 246,023 | 227,140 | 203,548 | 108,542 | 130,950 | 146,380 | 159,596 | 81,971 | $ 312,090 | $ 241,567 | $ 539,230 | $ 387,947 | 785,253 | 518,897 | 589,119 |
Operating (loss) income | 71,252 | 55,086 | 2,609 | (126,555) | (67,345) | (25,500) | (185,428) | (105,155) | (123,946) | (290,583) | (68,859) | (316,083) | 2,392 | (383,428) | (145,896) |
Net (loss) income | $ 87,558 | $ 26,870 | $ (32,041) | $ (156,574) | $ (38,225) | $ (63,720) | $ (209,297) | $ (90,342) | $ (188,616) | $ (299,639) | $ (161,746) | $ (363,360) | $ (74,187) | $ (401,585) | $ (165,563) |
Net (loss) income per ordinary share - basic | $ 0.52 | $ 0.16 | $ (0.19) | $ (0.95) | $ (0.23) | $ (0.39) | $ (1.28) | $ (0.56) | $ (1.14) | $ (1.84) | $ (0.97) | $ (2.23) | $ (2.46) | $ (1.03) | |
Net (loss) income per ordinary share - diluted | $ 0.50 | $ 0.16 | $ (0.19) | $ (0.95) | (0.23) | (0.39) | (1.28) | (0.56) | $ (1.14) | $ (1.84) | $ (0.97) | $ (2.23) | (2.46) | (1.03) | |
Net (loss) income per ordinary share - basic and diluted | $ (0.27) | $ (0.39) | $ (1.28) | $ (0.56) | $ (0.45) | $ (2.46) | $ (1.03) |
Selected Quarterly Financial _4
Selected Quarterly Financial Information (Unaudited) - Summary of Revision of Prior Period Effect on Consolidated Statements of Comprehensive Income (Loss) (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Jun. 30, 2018 | Jun. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Quarterly Financial Information [Line Items] | |||||||||||||||
Cost of goods sold | $ 98,171 | $ 99,287 | $ 115,339 | $ 143,269 | $ 125,266 | $ 129,911 | $ 138,888 | $ 214,626 | $ 268,799 | $ 312,797 | $ 394,065 | $ 422,317 | $ 537,334 | $ 392,001 | |
Gross profit | $ 246,023 | 227,140 | 203,548 | 108,542 | 130,950 | 146,380 | 159,596 | 81,971 | 312,090 | 241,567 | 539,230 | 387,947 | 785,253 | 518,897 | 589,119 |
Operating (loss) income | 71,252 | 55,086 | 2,609 | (126,555) | (67,345) | (25,500) | (185,428) | (105,155) | (123,946) | (290,583) | (68,859) | (316,083) | 2,392 | (383,428) | (145,896) |
Loss before benefit for income taxes | 25,137 | (28,079) | (156,941) | (98,836) | (56,539) | (211,064) | (137,895) | (185,020) | (348,959) | (159,883) | (405,498) | (119,146) | (504,334) | (226,814) | |
Net loss | $ 87,558 | $ 26,870 | $ (32,041) | $ (156,574) | $ (38,225) | $ (63,720) | $ (209,297) | $ (90,342) | $ (188,616) | $ (299,639) | $ (161,746) | $ (363,360) | (74,187) | $ (401,585) | $ (165,563) |
Net loss per ordinary share—basic | $ 0.52 | $ 0.16 | $ (0.19) | $ (0.95) | $ (0.23) | $ (0.39) | $ (1.28) | $ (0.56) | $ (1.14) | $ (1.84) | $ (0.97) | $ (2.23) | $ (2.46) | $ (1.03) | |
Net loss per ordinary share—diluted | $ 0.50 | $ 0.16 | $ (0.19) | $ (0.95) | $ (0.23) | $ (0.39) | $ (1.28) | $ (0.56) | $ (1.14) | $ (1.84) | $ (0.97) | $ (2.23) | $ (2.46) | $ (1.03) | |
Comprehensive loss | $ 26,737 | $ (32,649) | $ (156,111) | $ (36,867) | $ (63,929) | $ (208,671) | $ (90,014) | $ (188,761) | $ (298,685) | $ (162,024) | $ (362,615) | $ (74,727) | $ (399,482) | $ (165,998) | |
As Previously Reported [Member] | |||||||||||||||
Quarterly Financial Information [Line Items] | |||||||||||||||
Cost of goods sold | 99,011 | 100,082 | 116,092 | 151,492 | 125,517 | 130,150 | 139,116 | 216,174 | 269,266 | 315,185 | 394,783 | 546,275 | 393,272 | ||
Gross profit | 226,300 | 202,753 | 107,789 | 122,727 | 146,129 | 159,357 | 81,743 | 310,542 | 241,100 | 536,842 | 387,229 | 509,956 | 587,848 | ||
Operating (loss) income | 54,246 | 1,814 | (127,308) | (75,568) | (25,751) | (185,667) | (105,383) | (125,494) | (291,050) | (71,247) | (316,801) | (392,369) | (147,167) | ||
Loss before benefit for income taxes | 24,297 | (28,874) | (157,694) | (107,059) | (56,790) | (211,303) | (138,123) | (186,568) | (349,426) | (162,271) | (406,216) | (513,275) | (228,085) | ||
Net loss | $ 26,030 | $ (32,836) | $ (157,327) | $ (46,448) | $ (63,971) | $ (209,536) | $ (90,570) | $ (190,164) | $ (300,106) | $ (164,134) | $ (364,078) | $ (410,526) | $ (166,834) | ||
Net loss per ordinary share—basic | $ 0.16 | $ (0.20) | $ (0.96) | $ (0.28) | $ (0.39) | $ (1.29) | $ (0.56) | $ (1.15) | $ (1.85) | $ (0.99) | $ (2.24) | $ (2.52) | $ (1.04) | ||
Net loss per ordinary share—diluted | $ 0.15 | $ (0.20) | $ (0.96) | $ (0.28) | $ (0.39) | $ (1.29) | $ (0.56) | $ (1.15) | $ (1.85) | $ (0.99) | $ (2.24) | $ (2.52) | $ (1.04) | ||
Comprehensive loss | $ 25,897 | $ (33,444) | $ (156,864) | $ (45,090) | $ (64,180) | $ (208,910) | $ (90,242) | $ (190,309) | $ (299,152) | $ (164,412) | $ (363,333) | $ (408,423) | $ (167,269) | ||
Reclassification [Member] | |||||||||||||||
Quarterly Financial Information [Line Items] | |||||||||||||||
Cost of goods sold | (840) | (795) | (753) | (8,223) | (251) | (239) | (228) | (1,548) | (467) | (2,388) | (718) | (8,941) | (1,271) | ||
Gross profit | 840 | 795 | 753 | 8,223 | 251 | 239 | 228 | 1,548 | 467 | 2,388 | 718 | 8,941 | 1,271 | ||
Operating (loss) income | 840 | 795 | 753 | 8,223 | 251 | 239 | 228 | 1,548 | 467 | 2,388 | 718 | 8,941 | 1,271 | ||
Loss before benefit for income taxes | 840 | 795 | 753 | 8,223 | 251 | 239 | 228 | 1,548 | 467 | 2,388 | 718 | 8,941 | 1,271 | ||
Net loss | $ 840 | $ 795 | $ 753 | $ 8,223 | 251 | $ 239 | 228 | $ 1,548 | $ 467 | $ 2,388 | $ 718 | $ 8,941 | $ 1,271 | ||
Net loss per ordinary share—basic | $ 0.01 | $ 0.01 | $ 0.05 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.02 | $ 0.01 | $ 0.06 | $ 0.01 | |||||
Net loss per ordinary share—diluted | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.05 | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.02 | $ 0.01 | $ 0.06 | $ 0.01 | ||||
Comprehensive loss | $ 840 | $ 795 | $ 753 | $ 8,223 | $ 251 | $ 239 | $ 228 | $ 1,548 | $ 467 | $ 2,388 | $ 718 | $ 8,941 | $ 1,271 |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Accounts (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Allowance for returns [Member] | |||
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Beginning Balance | $ 37,862 | $ 15,246 | $ 14,472 |
Acquisitions | 550 | ||
Additions, Charged to costs and expenses | 25,111 | 45,648 | 17,056 |
Deductions from reserves | (23,932) | (23,032) | (16,832) |
Ending Balance | 39,041 | 37,862 | 15,246 |
Allowance for prompt pay discounts [Member] | |||
Valuation And Qualifying Accounts Disclosure [Line Items] | |||
Beginning Balance | 9,234 | 6,670 | 492 |
Acquisitions | 684 | ||
Additions, Charged to costs and expenses | 75,121 | 80,203 | 64,033 |
Deductions from reserves | (75,242) | (77,639) | (58,539) |
Ending Balance | $ 9,113 | $ 9,234 | $ 6,670 |