Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Jul. 31, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2020 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Title of 12(b) Security | Ordinary shares, nominal value $0.0001 per share | |
Trading Symbol | HZNP | |
Security Exchange Name | NASDAQ | |
Entity Registrant Name | HORIZON THERAPEUTICS PUBLIC LIMITED COMPANY | |
Entity Central Index Key | 0001492426 | |
Entity Tax Identification Number | 00-0000000 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 206,460,371 | |
Entity Shell Company | false | |
Entity File Number | 001-35238 | |
Entity Incorporation, State or Country Code | L2 | |
Entity Address, Address Line One | Connaught House, 1st Floor | |
Entity Address, Address Line Two | 1 Burlington Road | |
Entity Address, City or Town | Dublin 4 | |
Entity Address, Postal Zip Code | D04 C5Y6 | |
Entity Address, Country | IE | |
City Area Code | 011 | |
Local Phone Number | 353 1 772 2100 | |
Document Quarterly Report | true | |
Document Transition Report | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 718,062 | $ 1,076,287 |
Restricted cash | 3,625 | 3,752 |
Accounts receivable, net | 543,755 | 408,685 |
Inventories, net | 66,099 | 53,802 |
Prepaid expenses and other current assets | 157,548 | 143,577 |
Total current assets | 1,489,089 | 1,686,103 |
Property and equipment, net | 138,801 | 30,159 |
Developed technology and other intangible assets, net | 1,891,100 | 1,702,628 |
Goodwill | 413,669 | 413,669 |
Deferred tax assets, net | 564,643 | 555,165 |
Other assets | 40,889 | 48,310 |
Total assets | 4,538,191 | 4,436,034 |
CURRENT LIABILITIES: | ||
Exchangeable Senior Notes—current | 174,504 | |
Accounts payable | 106,015 | 21,514 |
Accrued expenses | 415,545 | 235,234 |
Accrued trade discounts and rebates | 288,592 | 466,421 |
Total current liabilities | 984,656 | 723,169 |
LONG-TERM LIABILITIES: | ||
Exchangeable Senior Notes, net | 351,533 | |
Long-term debt, net | 1,002,318 | 1,001,308 |
Deferred tax liabilities, net | 99,164 | 94,247 |
Other long-term liabilities | 90,201 | 80,328 |
Total long-term liabilities | 1,191,683 | 1,527,416 |
COMMITMENTS AND CONTINGENCIES | ||
SHAREHOLDERS’ EQUITY: | ||
Ordinary shares, $0.0001 nominal value; 600,000,000 shares authorized at June 30, 2020 and December 31, 2019; 199,991,807 and 188,402,040 shares issued at June 30, 2020 and December 31, 2019, respectively, and 199,607,441 and 188,017,674 shares outstanding at June 30, 2020 and December 31, 2019, respectively | 20 | 19 |
Treasury stock, 384,366 ordinary shares at June 30, 2020 and December 31, 2019 | (4,585) | (4,585) |
Additional paid-in capital | 3,067,586 | 2,797,602 |
Accumulated other comprehensive loss | (1,886) | (1,905) |
Accumulated deficit | (699,283) | (605,682) |
Total shareholders’ equity | 2,361,852 | 2,185,449 |
Total liabilities and shareholders' equity | $ 4,538,191 | $ 4,436,034 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 |
Statement Of Financial Position [Abstract] | ||
Ordinary shares, nominal value | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 600,000,000 | 600,000,000 |
Ordinary shares, shares issued | 199,991,807 | 188,402,040 |
Ordinary shares, shares outstanding | 199,607,441 | 188,017,674 |
Treasury stock, ordinary shares | 384,366 | 384,366 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) - USD ($) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Statement [Abstract] | ||||
Net sales | $ 462,779 | $ 320,647 | $ 818,688 | $ 601,018 |
Cost of goods sold | 121,515 | 89,163 | 218,931 | 177,305 |
Gross profit | 341,264 | 231,484 | 599,757 | 423,713 |
OPERATING EXPENSES: | ||||
Research and development | 81,068 | 28,314 | 108,277 | 50,039 |
Selling, general and administrative | 222,332 | 167,095 | 470,107 | 339,394 |
Loss on sale of assets | 10,963 | 10,963 | ||
Total operating expenses | 303,400 | 206,372 | 578,384 | 400,396 |
Operating income | 37,864 | 25,112 | 21,373 | 23,317 |
OTHER EXPENSE, NET: | ||||
Interest expense, net | (18,571) | (22,033) | (35,915) | (49,563) |
Loss on debt extinguishment | (17,254) | (11,878) | (17,254) | (17,464) |
Foreign exchange gain | 283 | 76 | 1,059 | 15 |
Other income (expense), net | 632 | (1,272) | 1,074 | (1,083) |
Total other expense, net | (34,910) | (35,107) | (51,036) | (68,095) |
Income (loss) before expense (benefit) for income taxes | 2,954 | (9,995) | (29,663) | (44,778) |
Expense (benefit) for income taxes | 82,964 | (4,875) | 63,938 | (6,795) |
Net loss | $ (80,010) | $ (5,120) | $ (93,601) | $ (37,983) |
Net loss per ordinary share—basic and diluted | $ (0.42) | $ (0.03) | $ (0.49) | $ (0.21) |
Weighted average ordinary shares outstanding—basic and diluted | 192,705,535 | 185,327,383 | 191,426,864 | 178,866,391 |
OTHER COMPREHENSIVE INCOME (LOSS), NET OF TAX | ||||
Foreign currency translation adjustments | $ 344 | $ 344 | $ 19 | $ (143) |
Other comprehensive income (loss) | 344 | 344 | 19 | (143) |
Comprehensive loss | $ (79,666) | $ (4,776) | $ (93,582) | $ (38,126) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Shareholders' Equity (Unaudited) - USD ($) $ in Thousands | Total | Ordinary Shares [Member] | Treasury Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Loss [Member] | Accumulated Deficit [Member] |
Beginning balance at Dec. 31, 2018 | $ 1,190,106 | $ 17 | $ (4,585) | $ 2,374,966 | $ (1,523) | $ (1,178,769) |
Beginning balance, shares at Dec. 31, 2018 | 169,244,520 | 384,366 | ||||
Cumulative effect adjustments from adoption of ASU 2016-02 | 64 | 64 | ||||
Issuance of ordinary shares - public offering | 326,849 | $ 1 | 326,848 | |||
Issuance of ordinary shares - public offering, shares | 14,081,632 | |||||
Issuance of ordinary shares in conjunction with vesting of restricted stock units and stock option exercises | 10,042 | 10,042 | ||||
Issuance of ordinary shares in conjunction with vesting of restricted stock units and stock option exercises, shares | 1,804,196 | |||||
Ordinary shares withheld for payment of employees’ withholding tax liability | (17,171) | (17,171) | ||||
Share-based compensation | 27,548 | 27,548 | ||||
Currency translation adjustment | (487) | (487) | ||||
Net loss | (32,863) | (32,863) | ||||
Ending balance at Mar. 31, 2019 | 1,504,088 | $ 18 | $ (4,585) | 2,722,233 | (2,010) | (1,211,568) |
Ending balance, shares at Mar. 31, 2019 | 185,130,348 | 384,366 | ||||
Beginning balance at Dec. 31, 2018 | 1,190,106 | $ 17 | $ (4,585) | 2,374,966 | (1,523) | (1,178,769) |
Beginning balance, shares at Dec. 31, 2018 | 169,244,520 | 384,366 | ||||
Currency translation adjustment | (143) | |||||
Net loss | (37,983) | |||||
Ending balance at Jun. 30, 2019 | 1,520,873 | $ 19 | $ (4,585) | 2,743,793 | (1,666) | (1,216,688) |
Ending balance, shares at Jun. 30, 2019 | 186,470,230 | 384,366 | ||||
Beginning balance at Mar. 31, 2019 | 1,504,088 | $ 18 | $ (4,585) | 2,722,233 | (2,010) | (1,211,568) |
Beginning balance, shares at Mar. 31, 2019 | 185,130,348 | 384,366 | ||||
Issuance of ordinary shares - public offering | (55) | (55) | ||||
Issuance of ordinary shares in conjunction with vesting of restricted stock units and stock option exercises | 1,987 | $ 1 | 1,986 | |||
Issuance of ordinary shares in conjunction with vesting of restricted stock units and stock option exercises, shares | 781,026 | |||||
Issuance of ordinary shares in conjunction with ESPP program | 5,465 | 5,465 | ||||
Issuance of ordinary shares in conjunction with ESPP programs, shares | 558,856 | |||||
Ordinary shares withheld for payment of employees’ withholding tax liability | (7,203) | (7,203) | ||||
Share-based compensation | 21,367 | 21,367 | ||||
Currency translation adjustment | 344 | 344 | ||||
Net loss | (5,120) | (5,120) | ||||
Ending balance at Jun. 30, 2019 | 1,520,873 | $ 19 | $ (4,585) | 2,743,793 | (1,666) | (1,216,688) |
Ending balance, shares at Jun. 30, 2019 | 186,470,230 | 384,366 | ||||
Beginning balance at Dec. 31, 2019 | 2,185,449 | $ 19 | $ (4,585) | 2,797,602 | (1,905) | (605,682) |
Beginning balance, shares at Dec. 31, 2019 | 188,402,040 | 384,366 | ||||
Issuance of ordinary shares in conjunction with the exercise of stock options and the vesting of restricted stock and performance stock units | 7,049 | 7,049 | ||||
Issuance of ordinary shares in conjunction with warrant exercises, shares | 2,560,573 | |||||
Ordinary shares withheld for payment of employees’ withholding tax liability | (46,664) | (46,664) | ||||
Share-based compensation | 56,421 | 56,421 | ||||
Currency translation adjustment | (325) | (325) | ||||
Net loss | (13,591) | (13,591) | ||||
Ending balance at Mar. 31, 2020 | 2,188,339 | $ 19 | $ (4,585) | 2,814,408 | (2,230) | (619,273) |
Ending balance, shares at Mar. 31, 2020 | 190,962,613 | 384,366 | ||||
Beginning balance at Dec. 31, 2019 | 2,185,449 | $ 19 | $ (4,585) | 2,797,602 | (1,905) | (605,682) |
Beginning balance, shares at Dec. 31, 2019 | 188,402,040 | 384,366 | ||||
Currency translation adjustment | 19 | |||||
Net loss | (93,601) | |||||
Ending balance at Jun. 30, 2020 | 2,361,852 | $ 20 | $ (4,585) | 3,067,586 | (1,886) | (699,283) |
Ending balance, shares at Jun. 30, 2020 | 199,991,807 | 384,366 | ||||
Beginning balance at Mar. 31, 2020 | 2,188,339 | $ 19 | $ (4,585) | 2,814,408 | (2,230) | (619,273) |
Beginning balance, shares at Mar. 31, 2020 | 190,962,613 | 384,366 | ||||
Issuance of ordinary shares in conjunction with the exercise of stock options and the vesting of restricted stock and performance stock units | 18,838 | 18,838 | ||||
Issuance of ordinary shares in conjunction with warrant exercises, shares | 1,427,108 | |||||
Issuance of ordinary shares in conjunction with ESPP program | 7,979 | 7,979 | ||||
Issuance of ordinary shares in conjunction with ESPP programs, shares | 376,718 | |||||
Issuance of ordinary shares in conjunction with Exchangeable Senior Notes | 205,650 | $ 1 | 205,649 | |||
Issuance of ordinary shares in conjunction with Exchangeable Senior Notes, shares | 7,225,368 | |||||
Ordinary shares withheld for payment of employees’ withholding tax liability | (6,345) | (6,345) | ||||
Share-based compensation | 27,057 | 27,057 | ||||
Currency translation adjustment | 344 | 344 | ||||
Net loss | (80,010) | (80,010) | ||||
Ending balance at Jun. 30, 2020 | $ 2,361,852 | $ 20 | $ (4,585) | $ 3,067,586 | $ (1,886) | $ (699,283) |
Ending balance, shares at Jun. 30, 2020 | 199,991,807 | 384,366 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net loss | $ (93,601) | $ (37,983) | ||
Adjustments to reconcile net loss to net cash provided by operating activities: | ||||
Depreciation and amortization expense | 139,396 | 118,017 | ||
Equity-settled share-based compensation | 83,478 | 48,915 | ||
Acquired in-process research and development expense | 47,517 | |||
Loss on debt extinguishment | 17,254 | 17,464 | ||
Amortization of debt discount and deferred financing costs | 10,817 | 11,622 | ||
Loss on sale of assets | $ 10,963 | 10,963 | ||
Deferred income taxes | (4,561) | (1,257) | ||
Foreign exchange and other adjustments | 661 | 493 | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable | (135,125) | 69,787 | ||
Inventories | (12,343) | (504) | ||
Prepaid expenses and other current assets | (20,410) | (17,696) | ||
Accounts payable | 83,555 | 11,554 | ||
Accrued trade discounts and rebates | (177,721) | (59,151) | ||
Accrued expenses | 81,505 | (28,071) | ||
Deferred revenues | 2,410 | |||
Other non-current assets and liabilities | 16,586 | 873 | ||
Net cash provided by operating activities | 37,008 | 147,436 | ||
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Payments for acquisitions | (262,305) | |||
Purchases of property and equipment | (119,970) | (6,858) | ||
Change in escrow deposit for property purchase | 6,000 | |||
Proceeds from sale of assets | 6,000 | |||
Net cash used in investing activities | (376,275) | (858) | ||
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Net proceeds from the issuance of ordinary shares | 326,793 | |||
Repayment of term loans | (818,026) | |||
Repayment of senior notes | (258,282) | |||
Net proceeds from term loans | 517,378 | |||
Proceeds from the issuance of ordinary shares in conjunction with ESPP program | 7,979 | 5,465 | ||
Proceeds from the issuance of ordinary shares in connection with stock option exercises | 25,887 | 12,029 | ||
Payment of employee withholding taxes relating to share-based awards | (53,009) | (24,374) | ||
Net cash used in financing activities | (19,143) | (239,017) | ||
Effect of foreign exchange rate changes on cash, cash equivalents and restricted cash | 58 | 58 | ||
Net decrease in cash, cash equivalents and restricted cash | (358,352) | (92,381) | ||
Cash, cash equivalents and restricted cash, beginning of the period | 1,080,039 | 962,117 | $ 962,117 | |
Cash, cash equivalents and restricted cash, end of the period | $ 869,736 | 721,687 | 869,736 | $ 1,080,039 |
SUPPLEMENTAL CASH FLOW INFORMATION: | ||||
Cash paid for interest | 30,068 | 49,516 | ||
Cash paid for amounts included in the measurement of lease liabilities | 3,797 | 2,906 | ||
Cash paid for income taxes, net of refunds received | 597 | 7,644 | ||
SUPPLEMENTAL NON-CASH FLOW INFORMATION: | ||||
Principal amount of Exchangeable Senior Notes exchanged for ordinary shares | 207,044 | |||
Purchases of property and equipment included in accounts payable and accrued expenses | 2,912 | $ 1,941 | ||
TEPEZA [Member] | ||||
SUPPLEMENTAL NON-CASH FLOW INFORMATION: | ||||
Milestone payments for TEPEZZA intangible asset included in accrued expenses | $ 98,606 |
Basis of Presentation and Busin
Basis of Presentation and Business Overview | 6 Months Ended |
Jun. 30, 2020 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Basis of Presentation and Business Overview | NOTE 1 – BASIS OF PRESENTATION AND BUSINESS OVERVIEW Basis of Presentation The unaudited condensed consolidated financial statements presented herein have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the financial statements do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments, including normal recurring adjustments, considered necessary for a fair statement of the financial statements have been included. Operating results for the three and six months ended June 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. The December 31, 2019 condensed consolidated balance sheet was derived from audited financial statements, but does not include all disclosures required by GAAP. Unless otherwise indicated or the context otherwise requires, references to “Horizon”, the “Company”, “we”, “us” and “our” refer to Horizon Therapeutics plc and its consolidated subsidiaries. During the six months ended June 30, 2020, the Company recorded out of period adjustments that decreased income tax benefit by $3.2 million and increased share-based compensation expense by $1.9 million to correct for expenses that should have been recorded in the year ended December 31, 2019. The Company evaluated the materiality of the adjustments to prior-period financial statements and the current period, and concluded the effect of the adjustments were immaterial to both the current and prior-period financial statements. Business Overview Horizon is focused on researching, developing and commercializing medicines that address critical needs for people impacted by rare and rheumatic diseases. The Company’s pipeline is purposeful: it applies scientific expertise and courage to bring clinically meaningful therapies to patients. Horizon believes science and compassion must work together to transform lives. The Company has two reportable segments, the orphan segment and the inflammation segment, and its portfolio is currently composed of eleven medicines in the areas of rare diseases, gout, ophthalmology and inflammation. Effective in the first quarter of 2020, the Company (i) reorganized its commercial operations and moved responsibility for and reporting of RAYOS ® As of June 30, 2020, the Company’s medicine portfolio consisted of the following: Orphan TEPEZZA (teprotumumab-trbw), for intravenous infusion KRYSTEXXA® (pegloticase injection), for intravenous infusion RAVICTI® (glycerol phenylbutyrate) oral liquid PROCYSBI® (cysteamine bitartrate) delayed-release capsules, for oral use ACTIMMUNE® (interferon gamma-1b) injection, for subcutaneous use BUPHENYL® (sodium phenylbutyrate) Tablets and Powder QUINSAIR™ (levofloxacin) solution for inhalation Inflammation PENNSAID® (diclofenac sodium topical solution) 2% w/w (“PENNSAID 2%), for topical use DUEXIS® (ibuprofen/famotidine) tablets, for oral use RAYOS (prednisone) delayed-release tablets VIMOVO® (naproxen/esomeprazole magnesium) delayed-release tablets, for oral use |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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. In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In December 2019, the FASB issued Accounting Standards Update No. 2019-12, Income Taxes (Topic 740): Simplification and reduce the cost of accounting for income taxes Other recent authoritative guidance issued by the FASB (including technical corrections to the Accounting Standards Codification (“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 condensed consolidated financial statements and related disclosures. Significant Accounting Policies The Company's significant accounting policies have not changed from those previously described in the Company's Annual Report on Form 10-K for the year ended December 31, 2019, with the exception of the change to the accounting policy related to property and equipment due to the purchase of land and buildings as described below. Property and Equipment Land is stated at cost. Property and equipment, other than land, 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: Buildings 40 years Land improvements 10 years 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. |
Net Loss per Share
Net Loss per Share | 6 Months Ended |
Jun. 30, 2020 | |
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 three and six months ended June 30, 2020 and 2019 (in thousands, except share and per share data): For the Three Months Ended June 30, For the Six Months Ended June 30, 2020 2019 2020 2019 Basic and diluted net loss per share calculation: Numerator - net loss $ (80,010 ) $ (5,120 ) $ (93,601 ) $ (37,983 ) Denominator - weighted average ordinary shares outstanding 192,705,535 185,327,383 191,426,864 178,866,391 Basic and diluted net loss per share $ (0.42 ) $ (0.03 ) $ (0.49 ) $ (0.21 ) 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 that could occur if securities or other contracts to issue ordinary shares were exercised, converted into ordinary shares or resulted in the issuance of ordinary shares that would have shared in the Company’s earnings. The computation of diluted net loss per share excluded 9.7 million and 12.0 million shares subject to equity awards for the three and six months ended June 30, 2020, respectively, and 12.4 million and 13.1 million shares (based on the if-converted method) related to the Company’s 2.5% Exchangeable Senior Notes due 2022 (the “Exchangeable Senior Notes”) for the three and six months ended June 30, 2020, respectively, because their inclusion would have had an anti-dilutive effect on diluted net loss per share. The computation of diluted net loss per share excluded 8.8 million shares subject to equity awards for each of the three and six months ended June 30, 2019, because their inclusion would have had an anti-dilutive effect on diluted net loss per share. During the three and six months ended June 30, 2019, the potentially dilutive impact of the Exchangeable Senior Notes was determined using a method similar to the treasury stock method. Under this method, no numerator or denominator adjustments arose from the principal and interest components of the Exchangeable Senior Notes because the Company had the intent, at that time, and ability to settle the Exchangeable Senior Notes’ principal and interest in cash. Instead, the Company was required to increase the diluted net loss 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 per share purposes, the conversion spread obligation was calculated based on whether the average market price of the Company’s ordinary shares over the reporting period was in excess of the exchange price of the Exchangeable Senior Notes. There was no calculated spread added to the denominator for the three and six months ended June 30, 2019. Beginning in the fourth quarter of 2019, with the ordinary share price significantly above the $28.66 exchange price, the Company decided that it no longer had the intent to settle the notes for cash and, as a result, began to prospectively apply the if-converted method to the Exchangeable Senior Notes when determining the diluted net loss per share. By August 3, 2020, the Exchangeable Senior Notes were fully extinguished through exchanges for ordinary shares or cash redemption. Refer to Note 13 for further detail. |
Acquisitions, Divestitures and
Acquisitions, Divestitures and Other Arrangements | 6 Months Ended |
Jun. 30, 2020 | |
Business Combinations [Abstract] | |
Acquisitions, Divestitures and Other Arrangements | NOTE 4 – ACQUISITIONS, DIVESTITURES AND OTHER ARRANGEMENTS Acquisition of Curzion Pharmaceuticals, Inc. On April 1, 2020, the Company acquired Curzion Pharmaceuticals, Inc. (“Curzion”), a privately held development-stage biopharma company, and its development-stage oral selective lysophosphatidic acid 1 receptor (LPAR1) antagonist, CZN001 (renamed HZN-825). Under terms of the agreement, the Company acquired Curzion for a $45.0 million upfront cash payment with additional payments contingent on the achievement of development and regulatory milestones. 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”) n-process research and development Research and Development , Refer to Note 15 for further detail on HZN-825 milestone payments. Sale of MIGERGOT rights On June 28, 2019, the Company sold its rights to MIGERGOT to Cosette Pharmaceuticals, Inc., for $6.0 million and total potential contingent consideration payments of $4.0 million (the “MIGERGOT transaction”). Pursuant to ASU No. 2017-01, the Company accounted for the MIGERGOT transaction as a sale of assets, specifically a sale of intellectual property rights, and a sale of inventory. The loss on sale of assets recorded to the consolidated statement of comprehensive income (loss) during the year ended December 31, 2019, was determined as follows (in thousands): Cash proceeds $ 6,000 Less net assets sold: Developed technology (16,999 ) Inventory (236 ) Release of contingent consideration liability 272 Loss on sale of assets $ (10,963 ) 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 i n-process research and development Under the acquisition agreement for River Vision, the Company agreed to pay up to $325.0 million upon the attainment of various milestones, composed of $100.0 million related to U.S. Food and Drug Administration (“FDA”) approval and $225.0 million related to net sales thresholds for TEPEZZA. The agreement also includes a royalty payment of 3 percent of the portion of annual worldwide net sales exceeding $300.0 million (if any). The Company made the milestone payment of $100.0 million related to FDA approval during the first quarter of 2020 which is now capitalized as a finite-lived intangible asset representing the developed technology for TEPEZZA. Additionally, under the Company’s license agreement with F. Hoffmann-La Roche Ltd and Hoffmann-La Roche Inc. (together referred to as “Roche”), the Company made a milestone payment of CHF5.0 million ($5.2 million when converted using a CHF-to-Dollar exchange rate at the date of payment of 1.0382), during the first quarter of 2020 which the Company also capitalized as a finite-lived intangible asset representing the developed technology for TEPEZZA. In April 2020, a subsidiary of the Company entered into an agreement with S.R. One, Limited (“S.R. One”) and an agreement with Lundbeckfond Invest A/S (“Lundbeckfond”) p ursuant to which the Company acquired all of S.R. One’s and Lundbeckfond’s beneficial rights to proceeds from certain contingent future TEPEZZA milestone and royalty payments in exchange for a one-time payment of $ 55.0 million to each of the respective parties. The total payments of $ 110.0 million were capitalized as a finite-lived intangible asset representing the developed technology for TEPEZZA during the second quarter of 2020. During the second quarter of 2020, the Company recorded an additional $98.7 million as a finite-lived intangible asset representing the developed technology for TEPEZZA, composed of $67.0 million in relation to the expected future attainment of various net sales milestones payable under the acquisition agreement for River Vision and CHF30.0 million ($31.7 million when converted using a CHF-to-Dollar exchange rate as of June 30, 2020 of 1.0556) in relation to the expected future attainment of various net sales milestones payable to Roche. The liabilities relating to these net sales milestones have been recorded in accrued expenses on the condensed consolidated balance sheet as of June 30, 2020 and the timing of the payments is dependent on when the applicable milestone thresholds are attained. Refer to Note 15 for further detail on TEPEZZA milestone payments. Other Arrangements On January 3, 2019, the Company entered into a collaboration agreement with HemoShear Therapeutics, LLC (“HemoShear”), a biotechnology company, to discover novel therapeutic targets for gout. The collaboration provides the Company with an opportunity to address unmet treatment needs for people with gout by evaluating new targets for the control of serum uric acid levels. Under the terms of the agreement, the Company paid HemoShear an upfront cash payment of $2.0 million with additional potential future milestone payments upon commencement of new stages of development, contingent on the Company’s approval at each stage. In June 2019, a $4.0 million progress payment became due, which the Company subsequently paid in July 2019. In June 2020, a $3.0 million progress payment became due, which the Company subsequently paid in July 2020. |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2020 | |
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 drug substance and finished goods inventories, and 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 June 30, 2020 and December 31, 2019 consisted of the following (in thousands): June 30, 2020 December 31, 2019 Raw materials $ 14,422 $ 6,750 Work-in-process 22,969 22,465 Finished goods 28,708 24,587 Inventories, net $ 66,099 $ 53,802 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 6 Months Ended |
Jun. 30, 2020 | |
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 June 30, 2020 and December 31, 2019 consisted of the following (in thousands): June 30, 2020 December 31, 2019 Deferred charge for taxes on intra-company profit $ 53,673 $ 46,388 Advance payments for inventory 48,514 31,203 Rabbi trust assets 15,142 12,704 Prepaid income taxes and income tax receivable 7,832 12,583 Other prepaid expenses and other current assets 32,387 40,699 Prepaid expenses and other current assets $ 157,548 $ 143,577 Advance payments for inventory as of June 30, 2020 and December 31, 2019, primarily represented payments made to the manufacturer of TEPEZZA drug substance. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2020 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | NOTE 7 – PROPERTY AND EQUIPMENT Property and equipment as of June 30, 2020 and December 31, 2019 consisted of the following (in thousands): June 30, 2020 December 31, 2019 Buildings $ 80,341 $ — Land 38,076 — Leasehold improvements 26,472 25,985 Software 15,106 14,890 Machinery and equipment 4,171 5,217 Construction in process 3,750 265 Computer equipment 3,513 3,316 Other 6,262 6,334 177,691 56,007 Less accumulated depreciation (38,890 ) (25,848 ) Property and equipment, net $ 138,801 $ 30,159 Depreciation expense was $6.9 million and $1.4 million for the three months ended June 30, 2020 and 2019, respectively, and was $14.1 million and $2.9 million for the six months ended June 30, 2020 and 2019, respectively. The increase in depreciation expense in both periods primarily relates to the reduction in the useful lives of leasehold improvements relating to the Company’s Lake Forest office. In February 2020, the Company purchased a three-building campus in Deerfield, Illinois for total consideration and directly attributable transaction costs of $118.5 million. The Deerfield campus totals 70 acres and consists of approximately 650,000 square feet of office space. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2020 | |
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 June 30, 2020 and December 31, 2019 was $413.7 million. Effective in the first quarter of 2020, the Company (i) reorganized its commercial operations and moved responsibility for and reporting of RAYOS to the inflammation segment and (ii) renamed the orphan and rheumatology segment the orphan segment. This resulted in a $3.2 million increase in the Company’s allocation of goodwill to its inflammation segment and a corresponding decrease in the goodwill allocated to the orphan segment in the first quarter of 2020. 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 June 30, 2020 (in thousands): Orphan Inflammation Total Goodwill $ 357,498 $ 56,171 $ 413,669 As of June 30, 2020, there were no accumulated goodwill impairment losses. Intangible Assets As of June 30, 2020, the Company’s finite-lived intangible assets consisted of developed technology related to ACTIMMUNE, BUPHENYL, KRYSTEXXA, PENNSAID 2%, PROCYSBI, RAVICTI, RAYOS and TEPEZZA as well as customer relationships for ACTIMMUNE. The intangible asset related to VIMOVO developed technology was fully amortized as of December 31, 2019. In connection with the acquisition of River Vision, the Company capitalized payments of $313.9 million related to TEPEZZA developed technology during the six months ended June 30, 2020. See Note 4 for further details on the River Vision acquisition. During the year ended December 31, 2019, in connection with the MIGERGOT transaction, the Company wrote off the remaining net book value of developed technology related to MIGERGOT of $17.0 million. See Note 4 for further details. Intangible assets as of June 30, 2020 and December 31, 2019 consisted of the following (in thousands): June 30, 2020 December 31, 2019 Cost Accumulated Amortization Net Book Value Cost Basis Accumulated Amortization Net Book Value Developed technology $ 3,072,199 $ (1,184,517 ) $ 1,887,682 $ 2,758,403 $ (1,059,595 ) $ 1,698,808 Customer relationships 8,100 (4,682 ) 3,418 8,100 (4,280 ) 3,820 Total intangible assets $ 3,080,299 $ (1,189,199 ) $ 1,891,100 $ 2,766,503 $ (1,063,875 ) $ 1,702,628 Amortization expense for the three months ended June 30, 2020 and 2019 was $66.7 million and $57.7 million, respectively, and was $125.3 million and $115.1 million for the six months ended June 30, 2020 and 2019, respectively. As of June 30, 2020, estimated future amortization expense was as follows (in thousands): 2020 (July to December) $ 127,901 2021 247,400 2022 246,227 2023 245,610 2024 244,178 Thereafter 779,784 Total $ 1,891,100 |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jun. 30, 2020 | |
Payables And Accruals [Abstract] | |
Accrued Liabilities / Expenses | NOTE 9 – ACCRUED EXPENSES Accrued expenses as of June 30, 2020 and December 31, 2019 consisted of the following (in thousands): June 30, 2020 December 31, 2019 Accrued milestone payments $ 98,606 $ — Payroll-related expenses 85,982 84,516 Income taxes payable 66,418 2,541 Consulting and professional services 39,513 32,423 Allowances for returns 39,155 45,082 Accrued royalties 32,634 19,985 Accrued interest 15,821 18,709 Pricing review liability 13,375 9,831 Accrued other 24,041 22,147 Accrued expenses $ 415,545 $ 235,234 As of June 30, 2020, accrued milestone payments represented the expected future attainment of various TEPEZZA net sales milestones payable under the acquisition agreement for River Vision and license agreement with Roche. Refer to Note 4 for further detail. Income taxes payable as of June 30, 2020, includes an expense for income taxes recognized during the six months ended June 30, 2020. This expense primarily arises due to the mix of pre-tax income and losses incurred in various tax jurisdictions. |
Accrued Trade Discounts and Reb
Accrued Trade Discounts and Rebates | 6 Months Ended |
Jun. 30, 2020 | |
Valuation And Qualifying Accounts Disclosure [Line Items] | |
Accrued Liabilities / Expenses | NOTE 9 – ACCRUED EXPENSES Accrued expenses as of June 30, 2020 and December 31, 2019 consisted of the following (in thousands): June 30, 2020 December 31, 2019 Accrued milestone payments $ 98,606 $ — Payroll-related expenses 85,982 84,516 Income taxes payable 66,418 2,541 Consulting and professional services 39,513 32,423 Allowances for returns 39,155 45,082 Accrued royalties 32,634 19,985 Accrued interest 15,821 18,709 Pricing review liability 13,375 9,831 Accrued other 24,041 22,147 Accrued expenses $ 415,545 $ 235,234 As of June 30, 2020, accrued milestone payments represented the expected future attainment of various TEPEZZA net sales milestones payable under the acquisition agreement for River Vision and license agreement with Roche. Refer to Note 4 for further detail. Income taxes payable as of June 30, 2020, includes an expense for income taxes recognized during the six months ended June 30, 2020. This expense primarily arises due to the mix of pre-tax income and losses incurred in various tax jurisdictions. |
Accrued Trade Discounts and Rebates [Member] | |
Valuation And Qualifying Accounts Disclosure [Line Items] | |
Accrued Liabilities / Expenses | NOTE 10 – ACCRUED TRADE DISCOUNTS AND REBATES Accrued trade discounts and rebates as of , 2019 (in thousands): June 30, 2020 December 31, 2019 Accrued government rebates and chargebacks $ 159,483 $ 164,508 Accrued commercial rebates and wholesaler fees 76,811 138,272 Accrued co-pay and other patient assistance 52,298 163,641 Accrued trade discounts and rebates $ 288,592 $ 466,421 Invoiced commercial rebates and wholesaler fees, co-pay and other patient assistance costs, and government rebates and chargebacks in accounts payable 64,373 489 Total customer-related accruals and allowances $ 352,965 $ 466,910 The following table summarizes changes in the Company’s customer-related accruals and allowances from December 31, 2019 to June 30, 2020 (in thousands): Wholesaler Fees Co-Pay and Government and Commercial Other Patient Rebates and Rebates Assistance Chargebacks Total Balance at December 31, 2019 $ 138,761 $ 163,641 $ 164,508 $ 466,910 Current provisions relating to sales during the six months ended June 30, 2020 153,770 443,418 282,093 879,281 Adjustments relating to prior-year sales (16,129 ) (3,059 ) (7,847 ) (27,035 ) Payments relating to sales during the six months ended June 30, 2020 (63,522 ) (355,404 ) (112,834 ) (531,760 ) Payments relating to prior-year sales (117,959 ) (160,501 ) (155,971 ) (434,431 ) Balance at June 30, 2020 $ 94,921 $ 88,095 $ 169,949 $ 352,965 |
Segment and Other Information
Segment and Other Information | 6 Months Ended |
Jun. 30, 2020 | |
Segment Reporting [Abstract] | |
Segment and Other Information | NOTE 11 The Company has two reportable segments, the orphan segment and the inflammation segment, and the Company reports net sales and segment operating income for each segment. Effective in the first quarter of 2020, the Company (i) reorganized its commercial operations and moved responsibility for and reporting of RAYOS to the inflammation segment and (ii) renamed the orphan and rheumatology segment the orphan segment. Net sales generated by TEPEZZA, which was approved in the first quarter of 2020, are reported as part of the renamed orphan segment. The orphan segment includes the medicines TEPEZZA, KRYSTEXXA, RAVICTI, PROCYSBI, ACTIMMUNE, BUPHENYL and QUINSAIR. The inflammation segment includes the medicines PENNSAID 2%, DUEXIS, RAYOS and VIMOVO and previously included MIGERGOT prior to the MIGERGOT transaction. The Company’s chief operating decision maker (“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 following table reflects net sales by medicine for the Company’s reportable segments for the three and six months ended June 30, 2020 and 2019 (in thousands): Three Months Ended June 30 Six Months Ended June 30 2020 2019 2020 2019 TEPEZZA $ 165,936 $ — $ 189,387 $ — KRYSTEXXA 75,201 79,801 168,450 132,058 RAVICTI 65,550 50,441 126,738 100,344 PROCYSBI 41,357 41,174 79,700 80,745 ACTIMMUNE 28,299 29,276 54,840 51,022 BUPHENYL 2,846 2,368 5,160 5,138 QUINSAIR 59 170 336 338 Orphan segment net sales $ 379,248 $ 203,230 $ 624,611 $ 369,645 PENNSAID 2% 35,048 51,472 76,611 101,661 DUEXIS 27,798 30,066 59,145 59,523 RAYOS 14,459 20,284 32,668 39,708 VIMOVO 6,226 14,616 25,653 28,659 MIGERGOT — 979 — 1,822 Inflammation segment net sales $ 83,531 $ 117,417 $ 194,077 $ 231,373 Total net sales $ 462,779 $ 320,647 $ 818,688 $ 601,018 The table below provides reconciliations of the Company’s segment operating income to the Company’s total income (loss) before expense (benefit) for income taxes for the three and six months ended June 30, 2020 and 2019 (in thousands): For the Three Months Ended June 30, For the Six Months Ended June 30, 2020 2019 2020 2019 Segment operating income: Orphan $ 151,541 $ 63,696 $ 205,897 $ 100,400 Inflammation 38,096 60,500 90,038 111,919 Reconciling items: Amortization and step-up: Intangible amortization expense (66,749 ) (57,683 ) (125,324 ) (115,100 ) Inventory step-up expense — 25 — (90 ) Acquisition/divestiture-related costs (46,988 ) (73 ) (47,272 ) (1,275 ) Share-based compensation (27,057 ) (21,367 ) (83,478 ) (48,915 ) Loss on debt extinguishment (17,254 ) (11,878 ) (17,254 ) (17,464 ) Interest expense, net (18,571 ) (22,033 ) (35,915 ) (49,563 ) Depreciation (6,907 ) (1,443 ) (14,072 ) (2,916 ) Upfront, progress and milestone payments related to license and collaboration agreements (3,000 ) (4,000 ) (3,000 ) (6,000 ) Impairment of long-lived asset (1,072 ) — (1,072 ) — Loss on sale of assets — (10,963 ) — (10,963 ) Charges relating to discontinuation of Friedreich's ataxia program — (1,300 ) — (1,221 ) Fees related to refinancing activities — (1,033 ) (54 ) (1,175 ) Litigation settlements — (1,000 ) — (1,000 ) Drug substance harmonization costs — (234 ) (290 ) (314 ) Restructuring and realignment costs — (13 ) — (33 ) Foreign exchange gain 283 76 1,059 15 Other income (expense), net 632 (1,272 ) 1,074 (1,083 ) Income (loss) before expense (benefit) for income taxes $ 2,954 $ (9,995 ) $ (29,663 ) $ (44,778 ) The following table presents the amount and percentage of gross sales to 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 for the three and six months ended June 30, 2020 and 2019 (in thousands, except percentages): For the Three Months Ended June 30, 2020 2019 Amount % of Amount % of Gross Sales Sales Customer A $ 314,288 35 % $ 366,676 37 % Customer B 194,576 22 % 189,220 19 % Customer C 160,814 18 % 152,057 15 % Customer D 112,676 13 % 86,591 9 % Other Customers 115,639 12 % 196,781 20 % Gross Sales $ 897,993 100 % $ 991,325 100 % For the Six Months Ended June 30, 2020 2019 Amount % of Amount % of Gross Sales Sales Customer A $ 561,063 33 % $ 711,923 37 % Customer B 401,853 24 % 311,277 16 % Customer C 294,689 17 % 336,926 17 % Customer D 197,464 12 % 161,578 8 % Other Customers 246,447 14 % 414,787 22 % Gross Sales $ 1,701,516 100 % $ 1,936,491 100 % 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 for the three and six months ended June 30, 2020 and 2019 (in thousands, except percentages): Three Months Ended June 30, 2020 Three Months Ended June 30, 2019 Amount % of Total Net Sales Amount % of Total Net Sales United States $ 460,827 100% $ 319,404 100% Rest of world 1,952 * 1,243 * Net sales $ 462,779 $ 320,647 *Less than 1% Six Months Ended June 30, 2020 Six Months Ended June 30, 2019 Amount % of Total Net Sales Amount % of Total Net Sales United States $ 814,843 100% $ 598,612 100% Rest of world 3,845 * 2,406 * Net sales $ 818,688 $ 601,018 *Less than 1% |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | NOTE 12 – FAIR VALUE MEASUREMENTS The following tables and paragraphs set forth the Company’s financial instruments that are measured at fair value on a recurring basis within the fair value hierarchy. Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires management to make judgments and consider factors specific to the asset or liability. The following describes three levels of inputs that may be used to measure fair value: Level 1 —Observable inputs such as quoted prices in active markets for identical assets or liabilities; Level 2 —Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3 —Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The Company utilizes the market approach to measure fair value for its money market funds. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities. 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 June 30, 2020 and December 31, 2019 (in thousands): June 30, 2020 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 640,125 $ — $ — $ 640,125 Other current assets 15,203 — — 15,203 Total assets at fair value $ 655,328 $ — $ — $ 655,328 Liabilities: Other long-term liabilities (15,203 ) — — (15,203 ) Total liabilities at fair value $ (15,203 ) $ — $ — $ (15,203 ) December 31, 2019 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 1,029,725 — — $ 1,029,725 Other current assets 12,704 — — 12,704 Total assets at fair value $ 1,042,429 $ — $ — $ 1,042,429 Liabilities: Other long-term liabilities (12,704 ) — — (12,704 ) Total liabilities at fair value $ (12,704 ) $ — $ — $ (12,704 ) |
Debt Agreements
Debt Agreements | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Debt Agreements | NOTE 13 – DEBT AGREEMENTS The Company’s outstanding debt balances as of June 30, 2020 and December 31, 2019 consisted of the following (in thousands): June 30, 2020 December 31, 2019 Term Loan Facility due 2026 $ 418,026 $ 418,026 Senior Notes due 2027 600,000 600,000 Exchangeable Senior Notes due 2022 192,956 400,000 Total face value 1,210,982 1,418,026 Debt discount (29,226 ) (59,922 ) Deferred financing fees (4,934 ) (5,263 ) Total debt and Exchangeable Senior Notes 1,176,822 1,352,841 Less: Exchangeable Senior Notes—current 174,504 — Long-term debt and Exchangeable Senior Notes, net $ 1,002,318 $ 1,352,841 Term Loan Facility and Revolving Credit Facility On December 18, 2019, Horizon Therapeutics USA, Inc. (formerly known as Horizon Pharma USA, Inc.) (the “Borrower”), a wholly owned subsidiary of the Company, borrowed approximately $418.0 million aggregate principal amount of loans (the “December 2019 Refinancing Loans”) pursuant to an amendment (the “December 2019 Refinancing Amendment”) to the credit agreement, dated as of May 7, 2015, by and among the Borrower, the Company and certain of its subsidiaries as guarantors, the lenders party thereto from time to time and Citibank, N.A., as administrative agent and collateral agent, as amended by Amendment No. 1, dated as of October 25, 2016, Amendment No. 2, dated March 29, 2017, Amendment No. 3, dated October 23, 2017, Amendment No. 4, dated October 19, 2018, Amendment No. 5, dated March 11, 2019 and Amendment No. 6, dated May 22, 2019 (the “Term Loan Facility”). Pursuant to Amendment No. 5, the Borrower received $200.0 million aggregate principal amount of revolving commitments (the “Incremental Revolving Commitments”). The Incremental Revolving Commitments were established pursuant to an incremental facility (the “Revolving Credit Facility”) and provide the Borrower with $200.0 million of additional borrowing capacity, which includes a $50.0 million letter of credit sub-facility. The Incremental Revolving Commitments will terminate in March 2024. Borrowings under the Revolving Credit Facility are available for general corporate purposes. As of June 30, 2020, the Revolving Credit Facility was undrawn. As used herein, all references to the “Credit Agreement” are references to the original credit agreement, dated as of May 7, 2015, as amended through the December 2019 Refinancing Amendment. The December 2019 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 May 22, 2019 (the “Refinanced Loans”) to effectuate a repricing of the Refinanced Loans. The Borrower used the proceeds of the December 2019 Refinancing Loans to repay the Refinanced Loans, which totaled approximately $ 418.0 million. The December 2019 Refinancing Loans bear interest at a rate, at the Borrower’s option, equal to the London Inter-Bank Offered Rate (“LIBOR”) , plus 2.25 % per annum (subject to a 0.00 % LIBOR floor) or the adjusted base rate plus 1.25 % per annum, with a step-down to LIBOR plus 2.00 % per annum or the adjusted base rate plus 1.00 % per annum at the time the Company’s leverage ratio is less than or equal to 2.00 to 1.00 . 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) 1.00%. The loans under the Revolving Credit Facility bear interest, at the Borrower’s option, at a rate equal to either LIBOR plus an applicable margin of 2.25% per annum (subject to a LIBOR floor of 0.00%), or the adjusted base rate plus 1.25% per annum, with a step-down to LIBOR plus 2.00% per annum or the adjusted base rate plus 1.00% per annum at the time the Company’s leverage ratio is less than or equal to 2.00 to 1.00. The Credit Agreement provides for (i) the December 2019 Refinancing Loans, (ii) the Revolving Credit Facility, (iii) one or more uncommitted additional incremental loan facilities subject to the satisfaction of certain financial and other conditions, and (iv) 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 additional borrowers under incremental or refinancing facilities. The obligations under the Credit Agreement (including obligations in respect of the December 2019 Refinancing Loans and the Revolving Credit Facility) and any swap obligations and cash management obligations owing to a lender (or an affiliate of a lender) 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 December 2019 Refinancing Loans and the Revolving Credit Facility) and any related swap and cash management obligations are secured, subject to customary permitted liens and other agreed upon exceptions, by a perfected security interest in (i) all tangible and intangible assets of the Borrower and the guarantors, except for certain customary excluded assets, and (ii) all of the capital stock owned by the Borrower and guarantors thereunder (limited, in the case of the stock of certain non-U.S. subsidiaries of the Borrower, to 65% of the capital stock of such subsidiaries). The Borrower 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 Credit Agreement with respect to the net proceeds from the Company’s sale of its rights to PROCYSBI and QUINSAIR in the Europe, Middle East and Africa regions to Chiesi Farmaceutici S.p.A. 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 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 Credit Agreement. On March 18, 2019, the Company completed the repayment of $300.0 million of the outstanding principal amount of term loans under the Credit Agreement following the closing of its underwritten public equity offering on March 11, 2019. In July 2019, the Company repaid an additional $100.0 million of term loans under the Credit Agreement following the private placement of the Company’s 5.5 % Senior Notes due 2027 (the “2027 Senior Notes”) . 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 Company’s sale of 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 (the “Immedica transaction”). The Borrower is permitted to make voluntary prepayments of the loans under the Credit Agreement at any time without payment of a premium . December 2019 Refinancing Loans are due and 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. The Credit Agreement also contains a springing financial maintenance covenant, which requires that the Company maintain a specified leverage ratio at the end of each fiscal quarter. The covenant is tested if both the outstanding loans and letters of credit under the Revolving Credit Facility, subject to certain exceptions, exceed 25% of the total commitments under the Revolving Credit Facility as of the last day of any fiscal quarter. If the Company fails to meet this covenant, the commitments under the Revolving Credit Facility could be terminated and any outstanding borrowings, together with accrued interest, under the Revolving Credit Facility could be declared immediately due and payable. Other events of default under the Credit Agreement include: (i) the failure by the 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 Term Loan Facility is variable and as of June 30, 2020 the interest rate on the Term Loan Facility was 2.56% and the effective interest rate was 2.86%. As of June 30, 2020, the fair value of the amounts outstanding under the Term Loan Facility was approximately $404.4 million, categorized as a Level 2 instrument, as defined in Note 12. 2027 Senior Notes On July 16, 2019, Horizon Therapeutics USA, Inc. (formerly known as Horizon Pharma USA, Inc.), the Company’s wholly owned subsidiary (“HTUSA”), completed a private placement of $600.0 million aggregate principal amount of 2027 Senior Notes to several investment banks acting as initial purchasers, who subsequently resold the 2027 Senior Notes to persons reasonably believed to be qualified institutional buyers. The Company used the net proceeds from the offering of the 2027 Senior Notes, together with approximately $65.0 million in cash on hand, to redeem or prepay $625.0 million of its outstanding debt, consisting of (i) the outstanding $225.0 million principal amount of its 6.625 (ii) the outstanding $300.0 million principal amount of its 8.750 and (iii) $100.0 million of the outstanding principal amount of senior secured term loans under the Credit Agreement, as well as to pay the related premiums and fees and expenses, excluding accrued interest, associated with such redemption and prepayment. The 2027 Senior Notes are HTUSA’s general unsecured senior obligations, rank equally in right of payment with all existing and future senior debt of HTUSA and rank senior in right of payment to any existing and future subordinated debt of HTUSA. The 2027 Senior Notes are effectively subordinate to all of the existing and future secured debt of HTUSA to the extent of the value of the collateral securing such debt. The 2027 Senior Notes are unconditionally guaranteed on a senior basis by the Company and all of the Company’s restricted subsidiaries, other than HTUSA and certain immaterial subsidiaries, that guarantee the Credit Agreement. The guarantees are each guarantor’s senior unsecured obligations and rank equally in right of payment with such guarantor’s existing and future senior debt and senior in right of payment to any existing and future subordinated debt of such guarantor. The guarantees are effectively subordinated to all of the existing and future secured debt of each guarantor, including such guarantor’s guarantee under the Credit Agreement, to the extent of the value of the collateral securing such debt. The guarantees of a guarantor may be released under certain circumstances. The 2027 Senior Notes are structurally subordinated to all of the liabilities of the Company’s subsidiaries that do not guarantee the 2027 Senior Notes. The 2027 Senior Notes accrue interest at an annual rate of 5.5% payable semiannually in arrears on February 1 and August 1 of each year, beginning on February 1, 2020. The 2027 Senior Notes will mature on August 1, 2027, unless earlier exchanged, repurchased or redeemed. Except as described below, the 2027 Senior Notes may not be redeemed before August 1, 2022. Thereafter, some or all of the 2027 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 August 1, 2022, some or all of the 2027 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 August 1, 2022, up to 40% of the aggregate principal amount of the 2027 Senior Notes may be redeemed at a redemption price of 105.5% of the aggregate principal amount thereof, plus accrued and unpaid interest, with the net proceeds of certain equity offerings. In addition, the 2027 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 2027 Senior Notes, HTUSA 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, HTUSA will be required to make an offer to purchase all of the 2027 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, subject to certain exceptions. If the Company or certain of its subsidiaries engages in certain asset sales, HTUSA will be required under certain circumstances to make an offer to purchase the 2027 Senior Notes at 100% of the principal amount thereof, plus accrued and unpaid interest to the repurchase date. The indenture governing the 2027 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 2027 Senior Notes receive investment grade ratings. The indenture governing the 2027 Senior Notes also includes customary events of default. As of June 30, 2020, the interest rate on the 2027 Senior Notes was 5.5% and the effective interest rate was 5.76%. As of June 30, 2020, the fair value of the 2027 Senior Notes was approximately $621.0 million, categorized as a Level 2 instrument, as defined in Note 12. Exchangeable Senior Notes On March 13, 2015, Horizon Therapeutics Limited (formerly known as Horizon Pharma Investment Limited) (“Horizon Investment”), a wholly owned subsidiary of the Company, 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 2.5% payable semiannually in arrears on March 15 and September 15 of each year, beginning on September 15, 2015. The Exchangeable Senior Notes were scheduled to mature on March 15, 2022. The 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 Company recorded the Exchangeable Senior Notes under the guidance in ASC Topic 470-20, Debt with Conversion and Other Options, On June 3, 2020, Horizon Investment issued a notice of redemption (the “Redemption Notice”) for all of the outstanding Exchangeable Senior Notes. During the three months ended June 30, 2020, the Company issued an aggregate of 7,225,368 of its ordinary shares to noteholders as a result of exchanges of $207.0 million in aggregate principal amount of Exchangeable Senior Notes following the issuance of the Redemption Notice. As of June 30, 2020, an aggregate principal amount of $193.0 million of Exchangeable Senior Notes were outstanding. Pursuant to the Redemption Notice, on August 3, 2020, Horizon Investment was required to redeem any Exchangeable Senior Notes that had not been exchanged prior to such date at a redemption price in cash equal to 100% of the principal amount of such Exchangeable Senior Notes to be redeemed, plus accrued and unpaid interest, if any. From July 1, 2020 through July 30, 2020, a total of $191.2 million in aggregate principal amount of Exchangeable Senior Notes were exchanged for an aggregate of 6,673,046 of the Company’s ordinary shares. On August 3, 2020, the Company redeemed the remaining $1.7 million in aggregate principal amount of Exchangeable Senior Notes and made aggregate cash payments to the holders of such Exchangeable Senior Notes of $1.8 million. As of the date of this Quarterly Report on Form 10-Q, there are no Exchangeable Senior Notes outstanding. The Company expects to record a loss on debt extinguishment of approximately $15.0 million in the third quarter of 2020 relating to the Exchangeable Senior Notes outstanding as of June 30, 2020. As of June 30, 2020, the interest rate on the Exchangeable Senior Notes was 2.5%. As of June 30, 2020 |
Lease Obligations
Lease Obligations | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Lease Obligations | NOTE 14 – LEASE OBLIGATIONS The Company has the following office space lease agreements in place for real properties: Location Approximate Square Feet Lease Expiry Date Dublin, Ireland 18,900 November 4, 2029 Lake Forest, Illinois 160,000 March 31, 2031 Novato, California 61,000 August 31, 2021 South San Francisco, California 20,000 January 31, 2030 Chicago, Illinois 9,200 December 31, 2028 Mannheim, Germany 4,800 December 31, 2022 Other 8,800 March 31, 2021 to September 15, 2022 The above table does not include details of an agreement for lease entered into on October 14, 2019, relating to approximately 63,000 square feet of office space under construction in Dublin, Ireland. Lease commencement will begin when construction of the offices is completed by the lessor and the Company has access to begin the construction of leasehold improvements. The Company expects to incur leasehold improvement costs during 2020 and 2021 in order to prepare the building for occupancy. In February 2020, the Company purchased a three-building campus in Deerfield, Illinois. The Company expects to move its Lake Forest office employees to the Deerfield campus in the fourth quarter of 2020 and market its Lake Forest office for sub-lease. As of June 30, 2020, the right-of-use lease asset relating to the Lake Forest lease was $17.4 million. If the expected rent payments received from sub-leasing the Lake Forest office are lower than the rent payments that the Company will continue to pay on its lease, the Company will record an impairment charge relating to the right-of-use lease asset upon vacating the Lake Forest office. Refer to Note 7 for further detail on the purchase of the Deerfield campus. As of June 30, 2020 and December 31, 2019, the Company had right-of-use lease assets included in other assets of $37.1 million and $39.8 million, respectively; current lease liabilities included in accrued expenses of $4.7 million and $4.4 million, respectively; and non-current lease liabilities included in other long-term liabilities of $44.2 million and $46.5 million, respectively, in its condensed consolidated balance sheets. During the three months ended June 30, 2020, the Company recorded an impairment charge of $1.1 million related to the Novato, California The Company recognizes rent expense on a monthly basis over the lease term based on a straight-line method. Rent expense was $1.8 million and $1.4 million for the three months ended June 30, 2020 and 2019, respectively, and $3.4 million and $3.0 million for the six months ended June 30, 2020 and 2019, respectively. The table below reconciles the undiscounted cash flows for each of the first five years and total of the remaining years to the operating lease liabilities recorded on the Company’s condensed consolidated balance sheet as of June 30, 2020 (in thousands): 2020 (July to December) $ 4,004 2021 7,118 2022 5,942 2023 5,869 2024 6,487 Thereafter 39,618 Total lease payments 69,038 Imputed interest (20,176 ) Total operating lease liabilities $ 48,862 The weighted-average discount rate and remaining lease term for operating leases as of June 30, 2020 was 7.10% and 10.13 years, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | NOTE 15 – COMMITMENTS AND CONTINGENCIES Purchase Commitments Under the Company’s supply agreement with AGC Biologics A/S (formerly known as CMC Biologics A/S) (“AGC Biologics”), the Company has agreed to purchase certain minimum annual order quantities of TEPEZZA drug substance. In addition, the Company must provide AGC Biologics with rolling forecasts of TEPEZZA drug substance requirements, with a portion of the forecast being a firm and binding order. Under the Company’s supply agreement with Catalent Indiana, LLC (“Catalent”), the Company must provide Catalent with rolling forecasts of TEPEZZA drug product requirements, with a portion of the forecast being a firm and binding order. At June 30, 2020, the Company had total purchase commitments, including the minimum annual order quantities and binding firm orders, with AGC Biologics for TEPEZZA drug substance of €100.9 million ($113.4 million converted at an exchange rate as of June 30, 2020 of 1.1236), to be delivered through June 2022. In addition, the Company had binding purchase commitments with Catalent for TEPEZZA drug product of $17.7 million, to be delivered through June 2021. 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 June 30, 2020, the Company had a binding purchase commitment with Patheon for PROCYSBI of $1.4 million, to be delivered through December 2020 and with Cambrex for PROCYSBI API of $1.2 million, to be delivered through October 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 Company’s sale of the rights to IMUKIN in all territories outside of the United States, Canada and Japan to Clinigen Group plc (“Clinigen”), purchases of IMUKIN inventory are being resold 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 June 30, 2020, the minimum purchase commitment to Boehringer Ingelheim Biopharmaceuticals was $15.1 million (converted using a Dollar-to-Euro exchange rate of 1.1236 as of June 30, 2020) through June 2024. As of June 30, 2020, the Company also committed to incur an additional $0.4 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 80 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 f the manufacture of the is moved out of Israel, the Company may be required to obtain the approval of the Israel Innovation Authority (formerly known as Israeli Office of the Chief Scientist) (“IIA”) because certain KRYSTEXXA intellectual property was initially developed with a grant funded by the IIA. 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 June 30, 2020, the Company had a binding purchase commitment with Nuvo for PENNSAID 2% of $4.1 million, to be delivered through November 2020. 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. The agreement term extends until May 2023. At June 30, 2020, the Company had a binding purchase commitment to Sanofi-Aventis U.S. for DUEXIS of $5.8 million, to be delivered through December 2020. Excluding the above, additional purchase orders and other commitments relating to the manufacture of RAVICTI, BUPHENYL, RAYOS and QUINSAIR of $8.4 million were outstanding at June 30, 2020. 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 assistance 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 assistance programs and sales and marketing activities may result in damages, fines, penalties or other administrative sanctions against the Company. On March 5, 2019, the Company received a civil investigative demand (“CID”) from the United States Department of Justice (“DOJ”) pursuant to the Federal False Claims Act regarding assertions that certain of the Company’s payments to pharmacy benefit managers (“PBMs”) were potentially in violation of the Anti-Kickback Statute. The CID requests certain documents and information related to the Company’s payments to PBMs, pricing and the Company’s patient assistance program regarding DUEXIS, VIMOVO and PENNSAID 2%. The Company is cooperating with the investigation. While the Company believes that its payments and programs are compliant with the Anti-Kickback Statute, no assurance can be given as to the timing or outcome of the DOJ’s investigation, or that it will not result in a material adverse effect on the Company’s business. Other Agreements On April 1, 2020, the Company acquired Curzion for an upfront cash payment of $45.0 million with additional payments of up to $15.0 million contingent on the achievement of certain development and regulatory milestones. Under separate agreements, the Company is also required to make contingent payments upon the achievement of certain development and regulatory milestones and certain net sales thresholds. These separate agreements also include mid to high-single-digit royalty payments based on the portion of annual worldwide net sales. Under the acquisition agreement for River Vision, the Company agreed to pay up to $325.0 million upon the attainment of various milestones, composed of $100.0 million related to FDA approval and $225.0 million related to net sales thresholds for TEPEZZA. The Company made the $100.0 million milestone payment related to FDA approval during the first quarter of 2020. The aggregate potential milestone payments of $225.0 million are payable based on certain TEPEZZA worldwide net sales thresholds being achieved as noted in the following table: TEPEZZA Worldwide Net Sales Threshold Milestone Payment >$250 million $50 million >$375 million $75 million >$500 million $100 million The agreement also includes a royalty payment of 3 percent of the portion of annual worldwide net sales exceeding $300.0 million (if any). S.R. One and Lundbeckfond, as two of the former River Vision stockholders, both held rights to receive approximately 35.66% of any future TEPEZZA payments. As a result of the Company’s agreements with S.R. One and Lundbeckfond in April 2020, the Company’s remaining net obligations to make TEPEZZA payments to the former stockholders of River Vision was reduced by approximately 70.25%, after including payments to a third party. Under the Company’s license agreement with Roche, the Company is required to pay Roche up to CHF103.0 million ($108.7 million when converted using a CHF-to-Dollar exchange rate at June 30, 2020 of 1.0556) upon the attainment of various development, regulatory and sales milestones for TEPEZZA. During the years ended December 31, 2019 and 2017, CHF2.0 million was paid in relation to these milestones. The Company made a milestone payment of CHF5.0 million ($5.2 million when converted using a CHF-to-Dollar exchange rate at the date of payment of 1.0382) during the first quarter of 2020. The agreement with Roche also includes tiered royalties on annual worldwide net sales between 9 and 12 percent. As of June 30, 2020, the Company recorded a liability of $98.7 million in accrued expenses representing net sales milestones for TEPEZZA, composed of $67.0 million in relation to the expected future attainment of various net sales milestones payable under the acquisition agreement for River Vision and CHF30.0 million ($31.7 million when converted using a CHF-to-Dollar exchange rate as of June 30, 2020 of 1.0556) in relation to the expected future attainment of various net sales milestones payable to Roche. The timing of the payments is dependent on when the applicable milestone thresholds are attained. In addition, the Company recorded a corresponding amount of $98.7 million as a finite lived intangible asset representing the developed technology for TEPEZZA on the condensed consolidated balance sheet as of June 30, 2020. Under the Company’s license agreement with Lundquist Institute (formerly known as Los Angeles Biomedical Research Institute at Harbor-UCLA Medical Center) (“Lundquist”), the Company is required to pay Lundquist a royalty payment of less than 1 percent of TEPEZZA net sales. Under the Company’s license agreement with Boehringer Ingelheim Biopharmaceuticals, the Company is required to pay Boehringer Ingelheim Biopharmaceuticals milestone payments totaling low-single-digit million Euros upon the achievement of certain TEPEZZA sales milestones. In July 2020, the Company invested as a strategic limited partner in two venture capital funds: Forbion Growth Opportunities Fund I C.V. (the “Forbion Fund”) and Aisling Capital V, LP (the “Aisling Fund”). The Company is committed to investing an aggregate $34.6 million in the two funds, comprising of a $20.0 million commitment to the Aisling Fund and a €13.0 million ($14.6 million when converted using a EUR-to-Dollar exchange rate at June 30, 2020 of 1.1236) commitment to the Forbion Fund, over each fund’s respective investment periods. 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 HTUSA. |
Legal Proceedings
Legal Proceedings | 6 Months Ended |
Jun. 30, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Legal Proceedings | NOTE 16 - LEGAL PROCEEDINGS 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 Abbreviated New Drug Application (“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 opinion holding certain of the asserted claims of seven of the Company’s patents covering PENNSAID 2% invalid as indefinite. On March 16, 2017, the Court granted Actavis’ motion for summary judgment of non-infringement of the asserted claims of three of the Company’s patents covering PENNSAID 2%. In view of the Markman and summary judgment decisions, a bench trial was held from March 21, 2017 through March 30, 2017, regarding a claim of one of the Company’s patents covering PENNSAID 2%. On May 14, 2017, the Court issued its opinion upholding the validity of the claim of the patent, which Actavis had previously admitted its proposed generic diclofenac sodium topical solution product would infringe. Actavis filed its Notice of Appeal on June 16, 2017. The Company also filed its Notice of Appeal of the District Court’s rulings on certain claims of the Company’s patents covering PENNSAID 2%. On October 10, 2019, the Federal Circuit Court of Appeals affirmed the District Court’s judgment of validity of U.S Patent No. 9,066,913 (the “‘913 patent”), and its finding that the Actavis generic product would infringe the ‘913 patent. The Federal Circuit also affirmed the District Court’s summary judgment finding that certain patents are invalid for indefiniteness and would not be infringed. 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. 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 of 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 26, 2018, the Company received notice from Teva Pharmaceuticals USA, Inc. (“Teva USA”) that it had filed an ANDA with the FDA seeking approval of 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 USA’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 New Jersey against Teva USA on July 2, 2020, seeking an injunction to prevent the approval of Teva USA’s ANDA and/or to prevent Teva USA from selling a generic version of DUEXIS. VIMOVO On February 18, 2020, the FDA granted final approval for Dr. Reddy’s Laboratories Inc. and Dr. Reddy’s Laboratories Ltd. (collectively, “Dr. Reddy’s”) Limited (“Lupin”) and Lupin Pharmaceuticals, Inc. On November 19, 2018, the District Court granted Dr. Reddy’s and Mylan’s 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 and ‘208 patents and U.S. Patent Number 8,945,621. On February 21, 2019, the Company appealed the adverse judgments on the ‘208 and ‘698 patents to the Federal Circuit Court of Appeals. This appeal remains pending before the Federal Circuit. On December 4, 2017, Mylan filed a Petition for inter partes review (“IPR”) against the ‘208 patent. The Patent Trial and Appeals Board (“PTAB”) instituted an IPR proceeding on Mylan’s Petition on June 14, 2018. On July 2, 2018, Dr. Reddy’s filed a motion seeking to join Mylan’s ‘208 IPR. On April 1, 2019, the PTAB granted Dr. Reddy’s request to join the Mylan ‘208 IPR. On September 6, 2019, the PTAB issued a Final Written Decision invalidating the ‘208 patent on the basis of obviousness. On November 18, 2019, the Company filed an appeal with the Federal Circuit Court of Appeals to review the PTAB’s ruling invalidating the ‘208 patent. On April 17, 2020, the Federal Circuit vacated the PTAB’s decision and remanded the case to the PTAB for proceedings consistent with the Federal Circuit’s decision in Arthrex, Inc. v. Smith & Nephew, Inc. On July 22, 2020, the Company received notice from Anchen Pharmaceuticals, Inc. (“Anchen”) that it had filed an ANDA with the FDA seeking approval of a generic version of VIMOVO. The ANDA previously contained a Paragraph III Patent Certification, and the notice advised that Anchen has now made a Paragraph IV Patent Certification alleging that the patents covering VIMOVO are invalid and/or will not be infringed by Anchen’s manufacture, use or sale of the medicine for which the ANDA was submitted. PROCYSBI On June 27, 2020, the Company received notice from Lupin that it had filed an ANDA with the FDA seeking approval of a generic version of PROCYSBI. The ANDA contained a Paragraph IV Patent Certification alleging that the patents covering PROCYSBI are invalid and/or will not be infringed by Lupin’s manufacture, use or sale of the medicine for which the ANDA was submitted. The Company anticipates future litigation against Lupin over the validity and infringement of the patents covering PROCYSBI. |
Share-Based and Long-Term Incen
Share-Based and Long-Term Incentive Plans | 6 Months Ended |
Jun. 30, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-Based and Long-Term Incentive Plans | NOTE 17 – SHARE-BASED AND LONG-TERM INCENTIVE PLANS The Company’s equity incentive plans at June 30, 2020 included its 2011 Equity Incentive Plan, as amended, 2014 Employee Share Purchase Plan, as amended (“2014 ESPP”), Amended and Restated 2014 Equity Incentive Plan (“2014 EIP”), 2014 Non-Employee Equity Plan, as amended (“2014 Non-Employee Plan”), 2020 Employee Share Purchase Plan (“2020 ESPP”) and 2020 Equity Incentive Plan (“2020 EIP”). On February 19, 2020, the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) adopted, subject to shareholder approval, the 2020 EIP, as successor to and continuation of the 2014 EIP, including increasing the number of ordinary shares available for the grant of equity awards to the Company’s employees by an additional 6,900,000 shares. On April 30, 2020, the shareholders of the Company approved the 2020 EIP. On February 19, 2020, the Compensation Committee adopted, subject to shareholder approval, the 2020 ESPP, as successor to and continuation of the 2014 ESPP, including increasing the number of ordinary shares available for issuance to the Company’s employees pursuant to the exercise of purchase rights by an additional 2,500,000 shares. On April 30, 2020, the shareholders of the Company approved the 2020 ESPP. As of June 30, 2020, an aggregate of 3,360,057 ordinary shares were authorized and available for future issuance under the 2020 ESPP, an aggregate of 12,440,055 ordinary shares were authorized and available for future grants under the 2020 EIP and an aggregate of 574,193 ordinary shares were authorized and available for future grants under the 2014 Non-Employee Plan. Stock Options The following table summarizes stock option activity during the six months ended June 30, 2020: Options Weighted Average Exercise Price Weighted Average Contractual Term Remaining (in years) Aggregate Intrinsic Value (in thousands) Outstanding as of December 31, 2019 9,564,202 $ 19.85 5.43 $ 156,270 Exercised (1,601,809 ) 16.19 — — Forfeited (54,747 ) 15.98 — — Expired (25,257 ) 23.08 — — Outstanding as of June 30, 2020 7,882,389 20.62 5.06 275,601 Exercisable as of June 30, 2020 7,593,802 $ 20.66 4.97 $ 265,146 Stock options typically have a contractual term of ten years from grant date. Restricted Stock Units The following table summarizes restricted stock unit activity for the six months ended June 30, 2020: Number of Units Weighted Average Grant-Date Fair Value Per Unit Outstanding as of December 31, 2019 6,541,224 $ 18.77 Granted 2,494,655 35.47 Vested (2,432,224 ) 17.93 Forfeited (300,535 ) 24.02 Outstanding as of June 30, 2020 6,303,120 $ 25.23 The grant-date fair value of restricted stock units is the closing price of the Company’s ordinary shares on the date of grant. Performance Stock Unit Awards The following table summarizes performance stock unit awards (“PSUs”) activity for the six months ended June 30, 2020: Number of Units Weighted Average Grant-Date Fair Value Per Unit Average Illiquidity Discount Recorded Weighted Average Fair Value Per Unit Outstanding as of December 31, 2019 3,558,900 Granted 587,802 $ 42.38 8.1 % $ 38.94 Forfeited (211,065 ) 25.58 4.2 % 24.51 Vested (1,393,960 ) 20.82 0.0 % 20.82 Performance Based Adjustment (1) 89,941 20.24 0.0 % 20.24 Outstanding as of June 30, 2020 2,631,618 (1) Represents adjustment based on the net sales performance criteria meeting 119.2% of target as of December 31, 2019 for the 2019 PSUs (as defined below). On January 4, 2019, the Company awarded PSUs to key executive participants (“2019 PSUs”). The 2019 PSUs utilize two performance metrics, a short-term component tied to business performance and a long-term component tied to relative compounded annual shareholder rate of return (“ • 30% three-year • 70% On January 3, 2020, the Company awarded PSUs to key executive participants (“2020 PSUs”). The 2020 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 three-year • 70 All PSUs outstanding at June 30, 2020 may vest in a range of between 0% and 200%, based on the performance metrics described above. The Company accounts for the 2019 PSUs and 2020 PSUs as equity-settled awards in accordance with ASC 718. Because the value of the 2019 Relative TSR PSUs and 2020 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 2019 Relative TSR PSUs and 2020 Relative TSR PSUs. As a result, the Monte Carlo model is applied and the most significant valuation assumptions used related to the 2020 PSUs during the six months ended June 30, 2020, include: Valuation date stock price $ 36.10 Expected volatility 47.3 % Risk free rate 1.5 % The value of the 2020 Net Sales PSUs is calculated at the end of each quarter based on the expected payout percentage based on estimated full-period performance against targets, and the Company adjusts the expense quarterly. On January 4, 2019, the Company awarded a company-wide grant of PSUs (the “TEPEZZA PSUs”). Vesting of the TEPEZZA PSUs was contingent upon receiving shareholder approval of amendments to the 2014 EIP, which approval was received on May 2, 2019. The TEPEZZA PSUs were generally eligible to vest contingent upon receiving approval of the TEPEZZA biologics license application one-third one-half one-year Share-Based Compensation Expense The following table summarizes share-based compensation expense included in the Company’s condensed consolidated statements of operations for the six months ended June 30, 2020 and 2019 (in thousands): For the Six Months Ended June 30, 2020 2019 Share-based compensation expense Cost of goods sold $ 3,977 $ 1,990 Research and development 8,928 4,979 Selling, general and administrative 70,573 41,946 Total share-based compensation expense $ 83,478 $ 48,915 During the six months ended June 30, 2020 and 2019, the Company recognized $19.3 million and $4.2 million of tax benefit, respectively, related to share-based compensation resulting primarily from the fair value of equity awards at the time of the exercise of stock options and vesting of restricted stock units and PSUs. As of June 30, 2020, the Company estimates that pre-tax unrecognized compensation expense of $166.5 million for all unvested share-based awards, including stock options, restricted stock units and PSUs, will be recognized through the second quarter of 2023. 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 2020 EIP. Cash Incentive Program On January 5, 2018, the Compensation 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 are eligible to earn a cash bonus based upon the achievement of specified Company goals, which both performance criteria were met on or before December 31, 2018. The Company determined that the cash bonus award under the Cash Incentive Program is to be paid out at the maximum 150% target level of $14.1 million. The first and second installments were paid in January 2019 and January 2020, respectively, and the remaining installment will vest and become payable in January 2021, subject to the participant’s continued services with the Company through such vesting date, 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 three and six months ended June 30, 2020, the Company recorded an expense of $0.9 million and $1.9 million, respectively, to the condensed consolidated statement of comprehensive loss related to the Cash Incentive Program. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | NOTE 18 – INCOME TAXES The Company accounts for income taxes based upon an asset and liability approach. Deferred tax assets and liabilities represent the future tax consequences of the differences between the financial statement carrying amounts of assets and liabilities versus the tax basis of assets and liabilities. Under this method, deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carryforwards. Deferred tax liabilities are recognized for taxable temporary differences. Deferred tax assets are reduced by valuation allowances when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are recorded at the currently enacted rates which will be in effect at the time when the temporary differences are expected to reverse in the country where the underlying assets and liabilities are located. The impact of tax rate changes on deferred tax assets and liabilities is recognized in the period in which the change is enacted. The following table presents the expense (benefit) for income taxes for the three and six months ended June 30, 2020 and 2019 (in thousands): For June 30, For June 30, 2020 2019 2020 2019 Income (loss) before expense (benefit) for income taxes $ 2,954 $ (9,995 ) $ (29,663 ) $ (44,778 ) Expense (benefit) for income taxes 82,964 (4,875 ) 63,938 (6,795 ) Net loss $ (80,010 ) $ (5,120 ) $ (93,601 ) $ (37,983 ) During the three and six months ended June 30, 2020, the Company recorded an expense for income taxes of $83.0 million and $63.9 million, respectively. During the three and six months ended June 30, 2019, the Company recorded a benefit for income taxes of $4.9 million and $6.8 million, respectively. The increase in expense for income taxes recorded during the three and six months ended June 30, 2020 compared to the three and six months ended June 30, 2019 resulted primarily from the mix of pre-tax income and losses incurred in various tax jurisdictions and a $15.2 million provision recorded following the publication, on April 8, 2020, by the U.S. Department of the Treasury, of Final Regulations for Section 267A (commonly referred to as the “Anti-Hybrid Rules”). The Final Regulations for Section 267A permanently disallow for U.S. tax purposes certain interest expense accrued to a foreign related party during the year ended December 31, 2019. As a result, the Company recorded a write off of a deferred tax asset related to this interest expense during the three months ended June 30, 2020 and recognized a corresponding tax provision of $15.2 million. These increases in expense are partially offset by an increase in the tax benefits recognized on share-based compensation. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The unaudited condensed consolidated financial statements presented herein have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, the financial statements do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, all adjustments, including normal recurring adjustments, considered necessary for a fair statement of the financial statements have been included. Operating results for the three and six months ended June 30, 2020 are not necessarily indicative of the results that may be expected for the year ending December 31, 2020. The December 31, 2019 condensed consolidated balance sheet was derived from audited financial statements, but does not include all disclosures required by GAAP. Unless otherwise indicated or the context otherwise requires, references to “Horizon”, the “Company”, “we”, “us” and “our” refer to Horizon Therapeutics plc and its consolidated subsidiaries. During the six months ended June 30, 2020, the Company recorded out of period adjustments that decreased income tax benefit by $3.2 million and increased share-based compensation expense by $1.9 million to correct for expenses that should have been recorded in the year ended December 31, 2019. The Company evaluated the materiality of the adjustments to prior-period financial statements and the current period, and concluded the effect of the adjustments were immaterial to both the current and prior-period financial statements. |
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. In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments In December 2019, the FASB issued Accounting Standards Update No. 2019-12, Income Taxes (Topic 740): Simplification and reduce the cost of accounting for income taxes Other recent authoritative guidance issued by the FASB (including technical corrections to the Accounting Standards Codification (“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 condensed consolidated financial statements and related disclosures. |
Property and Equipment | Property and Equipment Land is stated at cost. Property and equipment, other than land, 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: Buildings 40 years Land improvements 10 years 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
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: Buildings 40 years Land improvements 10 years 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 |
Net Loss per Share (Tables)
Net Loss per Share (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Basic and Diluted Net Loss per Share | The following table presents basic and diluted net loss per share for the three and six months ended June 30, 2020 and 2019 (in thousands, except share and per share data): For the Three Months Ended June 30, For the Six Months Ended June 30, 2020 2019 2020 2019 Basic and diluted net loss per share calculation: Numerator - net loss $ (80,010 ) $ (5,120 ) $ (93,601 ) $ (37,983 ) Denominator - weighted average ordinary shares outstanding 192,705,535 185,327,383 191,426,864 178,866,391 Basic and diluted net loss per share $ (0.42 ) $ (0.03 ) $ (0.49 ) $ (0.21 ) |
Acquisitions, Divestitures an_2
Acquisitions, Divestitures and Other Arrangements (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Business Combinations [Abstract] | |
Gain (Loss) on Sale of Assets | The loss on sale of assets recorded to the consolidated statement of comprehensive income (loss) during the year ended December 31, 2019, was determined as follows (in thousands): Cash proceeds $ 6,000 Less net assets sold: Developed technology (16,999 ) Inventory (236 ) Release of contingent consideration liability 272 Loss on sale of assets $ (10,963 ) |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Inventory Disclosure [Abstract] | |
Components of Inventories | The components of inventories as of June 30, 2020 and December 31, 2019 consisted of the following (in thousands): June 30, 2020 December 31, 2019 Raw materials $ 14,422 $ 6,750 Work-in-process 22,969 22,465 Finished goods 28,708 24,587 Inventories, net $ 66,099 $ 53,802 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets as of June 30, 2020 and December 31, 2019 consisted of the following (in thousands): June 30, 2020 December 31, 2019 Deferred charge for taxes on intra-company profit $ 53,673 $ 46,388 Advance payments for inventory 48,514 31,203 Rabbi trust assets 15,142 12,704 Prepaid income taxes and income tax receivable 7,832 12,583 Other prepaid expenses and other current assets 32,387 40,699 Prepaid expenses and other current assets $ 157,548 $ 143,577 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Property Plant And Equipment [Abstract] | |
Property and Equipment | Property and equipment as of June 30, 2020 and December 31, 2019 consisted of the following (in thousands): June 30, 2020 December 31, 2019 Buildings $ 80,341 $ — Land 38,076 — Leasehold improvements 26,472 25,985 Software 15,106 14,890 Machinery and equipment 4,171 5,217 Construction in process 3,750 265 Computer equipment 3,513 3,316 Other 6,262 6,334 177,691 56,007 Less accumulated depreciation (38,890 ) (25,848 ) Property and equipment, net $ 138,801 $ 30,159 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill for Reportable Segments | The table below presents goodwill for the Company’s reportable segments as of June 30, 2020 (in thousands): Orphan Inflammation Total Goodwill $ 357,498 $ 56,171 $ 413,669 |
Amortizable Intangible Assets | Intangible assets as of June 30, 2020 and December 31, 2019 consisted of the following (in thousands): June 30, 2020 December 31, 2019 Cost Accumulated Amortization Net Book Value Cost Basis Accumulated Amortization Net Book Value Developed technology $ 3,072,199 $ (1,184,517 ) $ 1,887,682 $ 2,758,403 $ (1,059,595 ) $ 1,698,808 Customer relationships 8,100 (4,682 ) 3,418 8,100 (4,280 ) 3,820 Total intangible assets $ 3,080,299 $ (1,189,199 ) $ 1,891,100 $ 2,766,503 $ (1,063,875 ) $ 1,702,628 |
Estimated Future Amortization Expense | As of June 30, 2020, estimated future amortization expense was as follows (in thousands): 2020 (July to December) $ 127,901 2021 247,400 2022 246,227 2023 245,610 2024 244,178 Thereafter 779,784 Total $ 1,891,100 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Liabilities / Expenses | Accrued expenses as of June 30, 2020 and December 31, 2019 consisted of the following (in thousands): June 30, 2020 December 31, 2019 Accrued milestone payments $ 98,606 $ — Payroll-related expenses 85,982 84,516 Income taxes payable 66,418 2,541 Consulting and professional services 39,513 32,423 Allowances for returns 39,155 45,082 Accrued royalties 32,634 19,985 Accrued interest 15,821 18,709 Pricing review liability 13,375 9,831 Accrued other 24,041 22,147 Accrued expenses $ 415,545 $ 235,234 |
Accrued Trade Discounts and R_2
Accrued Trade Discounts and Rebates (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Valuation And Qualifying Accounts Disclosure [Line Items] | |
Schedule of Accrued Liabilities / Expenses | Accrued expenses as of June 30, 2020 and December 31, 2019 consisted of the following (in thousands): June 30, 2020 December 31, 2019 Accrued milestone payments $ 98,606 $ — Payroll-related expenses 85,982 84,516 Income taxes payable 66,418 2,541 Consulting and professional services 39,513 32,423 Allowances for returns 39,155 45,082 Accrued royalties 32,634 19,985 Accrued interest 15,821 18,709 Pricing review liability 13,375 9,831 Accrued other 24,041 22,147 Accrued expenses $ 415,545 $ 235,234 |
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 , 2019 (in thousands): June 30, 2020 December 31, 2019 Accrued government rebates and chargebacks $ 159,483 $ 164,508 Accrued commercial rebates and wholesaler fees 76,811 138,272 Accrued co-pay and other patient assistance 52,298 163,641 Accrued trade discounts and rebates $ 288,592 $ 466,421 Invoiced commercial rebates and wholesaler fees, co-pay and other patient assistance costs, and government rebates and chargebacks in accounts payable 64,373 489 Total customer-related accruals and allowances $ 352,965 $ 466,910 |
Customer-related Accruals and Allowances [Member] | |
Valuation And Qualifying Accounts Disclosure [Line Items] | |
Schedule of Customer-Related Accruals and Allowances | The following table summarizes changes in the Company’s customer-related accruals and allowances from December 31, 2019 to June 30, 2020 (in thousands): Wholesaler Fees Co-Pay and Government and Commercial Other Patient Rebates and Rebates Assistance Chargebacks Total Balance at December 31, 2019 $ 138,761 $ 163,641 $ 164,508 $ 466,910 Current provisions relating to sales during the six months ended June 30, 2020 153,770 443,418 282,093 879,281 Adjustments relating to prior-year sales (16,129 ) (3,059 ) (7,847 ) (27,035 ) Payments relating to sales during the six months ended June 30, 2020 (63,522 ) (355,404 ) (112,834 ) (531,760 ) Payments relating to prior-year sales (117,959 ) (160,501 ) (155,971 ) (434,431 ) Balance at June 30, 2020 $ 94,921 $ 88,095 $ 169,949 $ 352,965 |
Segment and Other Information (
Segment and Other Information (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
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 for the three and six months ended June 30, 2020 and 2019 (in thousands): Three Months Ended June 30 Six Months Ended June 30 2020 2019 2020 2019 TEPEZZA $ 165,936 $ — $ 189,387 $ — KRYSTEXXA 75,201 79,801 168,450 132,058 RAVICTI 65,550 50,441 126,738 100,344 PROCYSBI 41,357 41,174 79,700 80,745 ACTIMMUNE 28,299 29,276 54,840 51,022 BUPHENYL 2,846 2,368 5,160 5,138 QUINSAIR 59 170 336 338 Orphan segment net sales $ 379,248 $ 203,230 $ 624,611 $ 369,645 PENNSAID 2% 35,048 51,472 76,611 101,661 DUEXIS 27,798 30,066 59,145 59,523 RAYOS 14,459 20,284 32,668 39,708 VIMOVO 6,226 14,616 25,653 28,659 MIGERGOT — 979 — 1,822 Inflammation segment net sales $ 83,531 $ 117,417 $ 194,077 $ 231,373 Total net sales $ 462,779 $ 320,647 $ 818,688 $ 601,018 |
Summary of Reconciliations of Segment Operating Income | The table below provides reconciliations of the Company’s segment operating income to the Company’s total income (loss) before expense (benefit) for income taxes for the three and six months ended June 30, 2020 and 2019 (in thousands): For the Three Months Ended June 30, For the Six Months Ended June 30, 2020 2019 2020 2019 Segment operating income: Orphan $ 151,541 $ 63,696 $ 205,897 $ 100,400 Inflammation 38,096 60,500 90,038 111,919 Reconciling items: Amortization and step-up: Intangible amortization expense (66,749 ) (57,683 ) (125,324 ) (115,100 ) Inventory step-up expense — 25 — (90 ) Acquisition/divestiture-related costs (46,988 ) (73 ) (47,272 ) (1,275 ) Share-based compensation (27,057 ) (21,367 ) (83,478 ) (48,915 ) Loss on debt extinguishment (17,254 ) (11,878 ) (17,254 ) (17,464 ) Interest expense, net (18,571 ) (22,033 ) (35,915 ) (49,563 ) Depreciation (6,907 ) (1,443 ) (14,072 ) (2,916 ) Upfront, progress and milestone payments related to license and collaboration agreements (3,000 ) (4,000 ) (3,000 ) (6,000 ) Impairment of long-lived asset (1,072 ) — (1,072 ) — Loss on sale of assets — (10,963 ) — (10,963 ) Charges relating to discontinuation of Friedreich's ataxia program — (1,300 ) — (1,221 ) Fees related to refinancing activities — (1,033 ) (54 ) (1,175 ) Litigation settlements — (1,000 ) — (1,000 ) Drug substance harmonization costs — (234 ) (290 ) (314 ) Restructuring and realignment costs — (13 ) — (33 ) Foreign exchange gain 283 76 1,059 15 Other income (expense), net 632 (1,272 ) 1,074 (1,083 ) Income (loss) before expense (benefit) for income taxes $ 2,954 $ (9,995 ) $ (29,663 ) $ (44,778 ) |
Schedule of Gross Sales to Customers Included in Reportable Segments and All Other Customers as a Group | The following table presents the amount and percentage of gross sales to 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 for the three and six months ended June 30, 2020 and 2019 (in thousands, except percentages): For the Three Months Ended June 30, 2020 2019 Amount % of Amount % of Gross Sales Sales Customer A $ 314,288 35 % $ 366,676 37 % Customer B 194,576 22 % 189,220 19 % Customer C 160,814 18 % 152,057 15 % Customer D 112,676 13 % 86,591 9 % Other Customers 115,639 12 % 196,781 20 % Gross Sales $ 897,993 100 % $ 991,325 100 % For the Six Months Ended June 30, 2020 2019 Amount % of Amount % of Gross Sales Sales Customer A $ 561,063 33 % $ 711,923 37 % Customer B 401,853 24 % 311,277 16 % Customer C 294,689 17 % 336,926 17 % Customer D 197,464 12 % 161,578 8 % Other Customers 246,447 14 % 414,787 22 % Gross Sales $ 1,701,516 100 % $ 1,936,491 100 % |
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 for the three and six months ended June 30, 2020 and 2019 (in thousands, except percentages): Three Months Ended June 30, 2020 Three Months Ended June 30, 2019 Amount % of Total Net Sales Amount % of Total Net Sales United States $ 460,827 100% $ 319,404 100% Rest of world 1,952 * 1,243 * Net sales $ 462,779 $ 320,647 *Less than 1% Six Months Ended June 30, 2020 Six Months Ended June 30, 2019 Amount % of Total Net Sales Amount % of Total Net Sales United States $ 814,843 100% $ 598,612 100% Rest of world 3,845 * 2,406 * Net sales $ 818,688 $ 601,018 *Less than 1% |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
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 June 30, 2020 and December 31, 2019 (in thousands): June 30, 2020 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 640,125 $ — $ — $ 640,125 Other current assets 15,203 — — 15,203 Total assets at fair value $ 655,328 $ — $ — $ 655,328 Liabilities: Other long-term liabilities (15,203 ) — — (15,203 ) Total liabilities at fair value $ (15,203 ) $ — $ — $ (15,203 ) December 31, 2019 Level 1 Level 2 Level 3 Total Assets: Money market funds $ 1,029,725 — — $ 1,029,725 Other current assets 12,704 — — 12,704 Total assets at fair value $ 1,042,429 $ — $ — $ 1,042,429 Liabilities: Other long-term liabilities (12,704 ) — — (12,704 ) Total liabilities at fair value $ (12,704 ) $ — $ — $ (12,704 ) |
Debt Agreements (Tables)
Debt Agreements (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Outstanding Debt Balances | The Company’s outstanding debt balances as of June 30, 2020 and December 31, 2019 consisted of the following (in thousands): June 30, 2020 December 31, 2019 Term Loan Facility due 2026 $ 418,026 $ 418,026 Senior Notes due 2027 600,000 600,000 Exchangeable Senior Notes due 2022 192,956 400,000 Total face value 1,210,982 1,418,026 Debt discount (29,226 ) (59,922 ) Deferred financing fees (4,934 ) (5,263 ) Total debt and Exchangeable Senior Notes 1,176,822 1,352,841 Less: Exchangeable Senior Notes—current 174,504 — Long-term debt and Exchangeable Senior Notes, net $ 1,002,318 $ 1,352,841 |
Lease Obligations (Tables)
Lease Obligations (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Leases [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 Feet Lease Expiry Date Dublin, Ireland 18,900 November 4, 2029 Lake Forest, Illinois 160,000 March 31, 2031 Novato, California 61,000 August 31, 2021 South San Francisco, California 20,000 January 31, 2030 Chicago, Illinois 9,200 December 31, 2028 Mannheim, Germany 4,800 December 31, 2022 Other 8,800 March 31, 2021 to September 15, 2022 |
Schedule of Operating Lease Liabilities Recorded on the Balance Sheet | The table below reconciles the undiscounted cash flows for each of the first five years and total of the remaining years to the operating lease liabilities recorded on the Company’s condensed consolidated balance sheet as of June 30, 2020 (in thousands): 2020 (July to December) $ 4,004 2021 7,118 2022 5,942 2023 5,869 2024 6,487 Thereafter 39,618 Total lease payments 69,038 Imputed interest (20,176 ) Total operating lease liabilities $ 48,862 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Commitments And Contingencies Disclosure [Abstract] | |
Summary of Remaining Aggregate Potential Milestone Payments Payable Based on Achievement of Net Sales Thresholds | The aggregate potential milestone payments of $225.0 million are payable based on certain TEPEZZA worldwide net sales thresholds being achieved as noted in the following table: TEPEZZA Worldwide Net Sales Threshold Milestone Payment >$250 million $50 million >$375 million $75 million >$500 million $100 million |
Share-Based and Long-Term Inc_2
Share-Based and Long-Term Incentive Plans (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock Option Activity | The following table summarizes stock option activity during the six months ended June 30, 2020: Options Weighted Average Exercise Price Weighted Average Contractual Term Remaining (in years) Aggregate Intrinsic Value (in thousands) Outstanding as of December 31, 2019 9,564,202 $ 19.85 5.43 $ 156,270 Exercised (1,601,809 ) 16.19 — — Forfeited (54,747 ) 15.98 — — Expired (25,257 ) 23.08 — — Outstanding as of June 30, 2020 7,882,389 20.62 5.06 275,601 Exercisable as of June 30, 2020 7,593,802 $ 20.66 4.97 $ 265,146 Stock options typically have a contractual term of ten years from grant date. |
Summary of Restricted Stock Unit Activity | The following table summarizes restricted stock unit activity for the six months ended June 30, 2020: Number of Units Weighted Average Grant-Date Fair Value Per Unit Outstanding as of December 31, 2019 6,541,224 $ 18.77 Granted 2,494,655 35.47 Vested (2,432,224 ) 17.93 Forfeited (300,535 ) 24.02 Outstanding as of June 30, 2020 6,303,120 $ 25.23 |
Summary of Performance Stock Unit Awards (PSUs) Activity | The following table summarizes performance stock unit awards (“PSUs”) activity for the six months ended June 30, 2020: Number of Units Weighted Average Grant-Date Fair Value Per Unit Average Illiquidity Discount Recorded Weighted Average Fair Value Per Unit Outstanding as of December 31, 2019 3,558,900 Granted 587,802 $ 42.38 8.1 % $ 38.94 Forfeited (211,065 ) 25.58 4.2 % 24.51 Vested (1,393,960 ) 20.82 0.0 % 20.82 Performance Based Adjustment (1) 89,941 20.24 0.0 % 20.24 Outstanding as of June 30, 2020 2,631,618 (1) Represents adjustment based on the net sales performance criteria meeting 119.2% of target as of December 31, 2019 for the 2019 PSUs (as defined below). |
Summary of Significant Valuation Assumptions Related to 2020 PSUs | All PSUs outstanding at June 30, 2020 may vest in a range of between 0% and 200%, based on the performance metrics described above. The Company accounts for the 2019 PSUs and 2020 PSUs as equity-settled awards in accordance with ASC 718. Because the value of the 2019 Relative TSR PSUs and 2020 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 2019 Relative TSR PSUs and 2020 Relative TSR PSUs. As a result, the Monte Carlo model is applied and the most significant valuation assumptions used related to the 2020 PSUs during the six months ended June 30, 2020, include: Valuation date stock price $ 36.10 Expected volatility 47.3 % Risk free rate 1.5 % |
Summary of Share-Based Compensation Expense | The following table summarizes share-based compensation expense included in the Company’s condensed consolidated statements of operations for the six months ended June 30, 2020 and 2019 (in thousands): For the Six Months Ended June 30, 2020 2019 Share-based compensation expense Cost of goods sold $ 3,977 $ 1,990 Research and development 8,928 4,979 Selling, general and administrative 70,573 41,946 Total share-based compensation expense $ 83,478 $ 48,915 |
Income Taxes (Tables)
Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Expense (Benefit) for Income Taxes | The following table presents the expense (benefit) for income taxes for the three and six months ended June 30, 2020 and 2019 (in thousands): For June 30, For June 30, 2020 2019 2020 2019 Income (loss) before expense (benefit) for income taxes $ 2,954 $ (9,995 ) $ (29,663 ) $ (44,778 ) Expense (benefit) for income taxes 82,964 (4,875 ) 63,938 (6,795 ) Net loss $ (80,010 ) $ (5,120 ) $ (93,601 ) $ (37,983 ) |
Basis of Presentation and Bus_2
Basis of Presentation and Business Overview - Additional Information (Detail) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)Segment | Jun. 30, 2019USD ($) | |
Basis Of Presentation [Line Items] | ||||
Decrease in income tax benefit | $ (82,964) | $ 4,875 | $ (63,938) | $ 6,795 |
Increase in share-based compensation expense | $ 27,057 | $ 21,367 | $ 83,478 | $ 48,915 |
Number of reportable segments | Segment | 2 | |||
Out of Period Adjustments [Member] | ||||
Basis Of Presentation [Line Items] | ||||
Decrease in income tax benefit | $ 3,200 | |||
Increase in share-based compensation expense | $ 1,900 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Depreciation and Amortization Periods for Property and Equipment (Detail) | 6 Months Ended |
Jun. 30, 2020 | |
Building [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Depreciation and amortization | 40 years |
Land Improvements [Member] | |
Summary Of Significant Accounting Policies [Line Items] | |
Depreciation and amortization | 10 years |
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 |
Net Loss per Share - Basic and
Net Loss per Share - Basic and Diluted Net Loss per Share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Basic and diluted net loss per share calculation: | ||||||
Numerator - net loss | $ (80,010) | $ (13,591) | $ (5,120) | $ (32,863) | $ (93,601) | $ (37,983) |
Denominator - weighted average ordinary shares outstanding | 192,705,535 | 185,327,383 | 191,426,864 | 178,866,391 | ||
Basic and diluted net loss per share | $ (0.42) | $ (0.03) | $ (0.49) | $ (0.21) |
Net Loss per Share - Additional
Net Loss per Share - Additional Information (Detail) - $ / shares shares in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Earnings Per Share [Line Items] | ||||
Exchange price | $ 28.66 | $ 28.66 | ||
Exchangeable Senior Notes [Member] | ||||
Earnings Per Share [Line Items] | ||||
Securities excluded from computation of diluted net loss per share | 12.4 | 13.1 | ||
Interest rate | 2.50% | 2.50% | ||
Exchange price | $ 28.66 | $ 28.66 | ||
Equity Awards [Member] | ||||
Earnings Per Share [Line Items] | ||||
Securities excluded from computation of diluted net loss per share | 9.7 | 8.8 | 12 | 8.8 |
Acquisitions, Divestitures an_3
Acquisitions, Divestitures and Other Arrangements - Additional Information (Detail) | Jun. 28, 2019USD ($) | May 08, 2017USD ($) | Jul. 31, 2020USD ($) | Apr. 30, 2020USD ($) | Jul. 31, 2019USD ($) | Jun. 30, 2020USD ($)$ / SFr$ / € | Jun. 30, 2020CHF (SFr) | Mar. 31, 2020USD ($)$ / SFr | Mar. 31, 2020CHF (SFr)$ / SFr | Jun. 30, 2020USD ($)$ / SFr$ / € | Jun. 30, 2020CHF (SFr) | Jun. 30, 2020CHF (SFr)$ / SFr$ / € | Dec. 31, 2019USD ($) | Jan. 03, 2019USD ($) |
Business Acquisition [Line Items] | ||||||||||||||
Upfront cash payments | $ 262,305,000 | |||||||||||||
Currency exchange rate | $ / € | 1.1236 | 1.1236 | 1.1236 | |||||||||||
Milestone and royalty payments | $ 55,000,000 | |||||||||||||
Developed technology and other intangible assets, net | $ 1,891,100,000 | $ 1,891,100,000 | $ 1,702,628,000 | |||||||||||
TEPEZZA [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Developed technology and other intangible assets, net | 98,700,000 | 98,700,000 | ||||||||||||
River Vision [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Percentage of equity interests acquired | 100.00% | |||||||||||||
Business acquisition agreement date | May 8, 2017 | |||||||||||||
Upfront cash payments | $ 150,300,000 | |||||||||||||
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 | $ 325,000,000 | ||||||||||||
Percentage of net sales in earn-out payment | 3.00% | 3.00% | ||||||||||||
Net sales minimum limit for royal payment | $ 300,000,000 | |||||||||||||
River Vision [Member] | TEPEZZA [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Milestone incurred | 67,000,000 | |||||||||||||
River Vision [Member] | U.S. Food and Drug Administration (FDA) Approval [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Maximum payment to be made upon attainment of milestones | 100,000,000 | 100,000,000 | ||||||||||||
River Vision [Member] | Net Sales Thresholds [Member] | Teprotumumab [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Maximum payment to be made upon attainment of milestones | 225,000,000 | 225,000,000 | ||||||||||||
HemoShear [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Upfront cash payment | $ 2,000,000 | |||||||||||||
Business combination progress payments paid under collaboration agreement. | $ 3,000,000 | $ 4,000,000 | ||||||||||||
Roche [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Maximum payment to be made upon attainment of milestones | $ 108,700,000 | 108,700,000 | SFr 103,000,000 | |||||||||||
Milestone incurred | $ 5,200,000 | SFr 5,000,000 | $ 5,200,000 | SFr 5,000,000 | ||||||||||
Currency exchange rate | $ / SFr | 1.0382 | 1.0382 | 1.0382 | 1.0382 | 1.0382 | |||||||||
Roche [Member] | TEPEZZA [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Milestone incurred | $ 31,700,000 | SFr 30,000,000 | ||||||||||||
Currency exchange rate | $ / SFr | 1.0556 | 1.0556 | 1.0556 | |||||||||||
S R One And Lundbeckfond | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Developed technology and other intangible assets, net | $ 110,000,000 | $ 110,000,000 | ||||||||||||
Disposal Group, Not Discontinued Operations [Member] | Cosette Pharmaceuticals, Inc [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Rights sold for an upfront payment | $ 6,000,000 | |||||||||||||
Disposal Group, Not Discontinued Operations [Member] | Cosette Pharmaceuticals, Inc [Member] | MIGERGOT Transaction [Member] | ||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||
Potential additional contingent consideration payment | $ 4,000,000 |
Acquisitions, Divestitures an_4
Acquisitions, Divestitures and Other Arrangements - Loss on Sale of Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Jun. 30, 2019 | Dec. 31, 2019 | |
Less net assets sold: | |||
Loss on sale of assets | $ (10,963) | $ (10,963) | |
Disposal Group, Not Discontinued Operations [Member] | MIGERGOT Transaction [Member] | |||
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items] | |||
Cash proceeds | $ 6,000 | ||
Less net assets sold: | |||
Developed technology | (16,999) | ||
Inventory | (236) | ||
Release of contingent consideration liability | 272 | ||
Loss on sale of assets | $ (10,963) |
Inventories - Components of Inv
Inventories - Components of Inventories (Detail) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 14,422 | $ 6,750 |
Work-in-process | 22,969 | 22,465 |
Finished goods | 28,708 | 24,587 |
Inventories, net | $ 66,099 | $ 53,802 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets - Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract] | ||
Deferred charge for taxes on intra-company profit | $ 53,673 | $ 46,388 |
Advance payments for inventory | 48,514 | 31,203 |
Rabbi trust assets | 15,142 | 12,704 |
Prepaid income taxes and income tax receivable | 7,832 | 12,583 |
Other prepaid expenses and other current assets | 32,387 | 40,699 |
Prepaid expenses and other current assets | $ 157,548 | $ 143,577 |
Property and Equipment - Proper
Property and Equipment - Property and Equipment (Detail) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 177,691 | $ 56,007 |
Less accumulated depreciation | (38,890) | (25,848) |
Property and equipment, net | 138,801 | 30,159 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 80,341 | |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 38,076 | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 26,472 | 25,985 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 15,106 | 14,890 |
Machinery and Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 4,171 | 5,217 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 3,513 | 3,316 |
Construction in Process [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | 3,750 | 265 |
Other [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, gross | $ 6,262 | $ 6,334 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Feb. 26, 2020USD ($)Building | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Feb. 26, 2020a | Feb. 26, 2020ft² | |
Property, Plant and Equipment [Line Items] | |||||||
Depreciation expense | $ 6,907 | $ 1,443 | $ 14,072 | $ 2,916 | |||
Deerfield, Illinois [Member] | |||||||
Property, Plant and Equipment [Line Items] | |||||||
Purchase of building for consideration and transaction costs | $ 118,500 | ||||||
Number of building purchased | Building | 3 | ||||||
Office space | 70 | 650,000 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Finite-Lived Intangible Assets [Line Items] | ||||||
Goodwill, gross | $ 413,700,000 | $ 413,700,000 | $ 413,700,000 | |||
Change in goodwill allocation, description | Effective in the first quarter of 2020, the Company (i) reorganized its commercial operations and moved responsibility for and reporting of RAYOS to the inflammation segment and (ii) renamed the orphan and rheumatology segment the orphan segment. This resulted in a $3.2 million increase in the Company’s allocation of goodwill to its inflammation segment and a corresponding decrease in the goodwill allocated to the orphan segment in the first quarter of 2020. | |||||
Accumulated goodwill impairment losses | 0 | $ 0 | ||||
Amortization expense of developed technology | $ 66,749,000 | $ 57,683,000 | 125,324,000 | $ 115,100,000 | ||
Inflammation [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Increase (decrease) in allocation of goodwill | $ 3,200,000 | |||||
Orphan [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Increase (decrease) in allocation of goodwill | $ (3,200,000) | |||||
Developed Technology [Member] | TEPEZZA [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Capitalized payments of intangible assets | $ 313,900,000 | |||||
Disposal Group, Not Discontinued Operations [Member] | MIGERGOT Transaction [Member] | Developed Technology [Member] | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Write off in net book value | $ 17,000,000 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Schedule of Goodwill for Reportable Segments (Detail) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Goodwill [Line Items] | ||
Goodwill | $ 413,669 | $ 413,669 |
Orphan [Member] | ||
Goodwill [Line Items] | ||
Goodwill | 357,498 | |
Inflammation [Member] | ||
Goodwill [Line Items] | ||
Goodwill | $ 56,171 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Amortizable Intangible Assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets [Line Items] | ||
Cost Basis | $ 3,080,299 | $ 2,766,503 |
Accumulated Amortization | (1,189,199) | (1,063,875) |
Net Book Value | 1,891,100 | 1,702,628 |
Developed Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost Basis | 3,072,199 | 2,758,403 |
Accumulated Amortization | (1,184,517) | (1,059,595) |
Net Book Value | 1,887,682 | 1,698,808 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Cost Basis | 8,100 | 8,100 |
Accumulated Amortization | (4,682) | (4,280) |
Net Book Value | $ 3,418 | $ 3,820 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Estimated Future Amortization Expense (Detail) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Goodwill And Intangible Assets Disclosure [Abstract] | ||
2020 (July to December) | $ 127,901 | |
2021 | 247,400 | |
2022 | 246,227 | |
2023 | 245,610 | |
2024 | 244,178 | |
Thereafter | 779,784 | |
Net Book Value | $ 1,891,100 | $ 1,702,628 |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Detail) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Payables And Accruals [Abstract] | ||
Accrued milestone payments | $ 98,606 | |
Payroll-related expenses | 85,982 | $ 84,516 |
Income taxes payable | 66,418 | 2,541 |
Consulting and professional services | 39,513 | 32,423 |
Allowances for returns | 39,155 | 45,082 |
Accrued royalties | 32,634 | 19,985 |
Accrued interest | 15,821 | 18,709 |
Pricing review liability | 13,375 | 9,831 |
Accrued other | 24,041 | 22,147 |
Accrued expenses | $ 415,545 | $ 235,234 |
Accrued Trade Discounts and R_3
Accrued Trade Discounts and Rebates - Schedule of Accrued Trade Discounts and Rebates (Detail) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Accrued Commercial Rebates and Wholesaler Fees [Member] | ||
Valuation And Qualifying Accounts Disclosure [Line Items] | ||
Total customer-related accruals and allowances | $ 76,811 | $ 138,272 |
Accrued Co-Pay and Other Patient Assistance [Member] | ||
Valuation And Qualifying Accounts Disclosure [Line Items] | ||
Total customer-related accruals and allowances | 52,298 | 163,641 |
Accrued Government Rebates and Chargebacks [Member] | ||
Valuation And Qualifying Accounts Disclosure [Line Items] | ||
Total customer-related accruals and allowances | 159,483 | 164,508 |
Accrued Trade Discounts and Rebates [Member] | ||
Valuation And Qualifying Accounts Disclosure [Line Items] | ||
Total customer-related accruals and allowances | 288,592 | 466,421 |
Invoiced Commercial Rebates and Wholesaler Fees, Co pay and Other Patient Assistance Costs, and Government Rebates and Chargebacks in Accounts Payable [Member] | ||
Valuation And Qualifying Accounts Disclosure [Line Items] | ||
Total customer-related accruals and allowances | 64,373 | 489 |
Customer-related Accruals and Allowances [Member] | ||
Valuation And Qualifying Accounts Disclosure [Line Items] | ||
Total customer-related accruals and allowances | $ 352,965 | $ 466,910 |
Accrued Trade Discounts and R_4
Accrued Trade Discounts and Rebates - Schedule of Customer-Related Accruals and Allowances (Detail) $ in Thousands | 6 Months Ended |
Jun. 30, 2020USD ($) | |
Wholesaler Fees and Commercial Rebates [Member] | |
Valuation And Qualifying Accounts Disclosure [Line Items] | |
Beginning Balance | $ 138,761 |
Current provisions relating to sales | 153,770 |
Adjustments relating to prior-year sales | (16,129) |
Payments relating to sales | (63,522) |
Payments relating to prior-year sales | (117,959) |
Ending Balance | 94,921 |
Co-Pay and Other Patient Assistance [Member] | |
Valuation And Qualifying Accounts Disclosure [Line Items] | |
Beginning Balance | 163,641 |
Current provisions relating to sales | 443,418 |
Adjustments relating to prior-year sales | (3,059) |
Payments relating to sales | (355,404) |
Payments relating to prior-year sales | (160,501) |
Ending Balance | 88,095 |
Government Rebates and Chargebacks [Member] | |
Valuation And Qualifying Accounts Disclosure [Line Items] | |
Beginning Balance | 164,508 |
Current provisions relating to sales | 282,093 |
Adjustments relating to prior-year sales | (7,847) |
Payments relating to sales | (112,834) |
Payments relating to prior-year sales | (155,971) |
Ending Balance | 169,949 |
Customer-related Accruals and Allowances [Member] | |
Valuation And Qualifying Accounts Disclosure [Line Items] | |
Beginning Balance | 466,910 |
Current provisions relating to sales | 879,281 |
Adjustments relating to prior-year sales | (27,035) |
Payments relating to sales | (531,760) |
Payments relating to prior-year sales | (434,431) |
Ending Balance | $ 352,965 |
Segment and Other Information -
Segment and Other Information - Additional Information (Detail) - Segment | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Segment Reporting Information [Line Items] | ||||
Number of reportable segments | 2 | |||
Customer Concentration Risk [Member] | Sales Revenue [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Consolidated receivable/sales percentage to major customers | 100.00% | 100.00% | 100.00% | 100.00% |
Customer Concentration Risk [Member] | Sales Revenue [Member] | Minimum [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Consolidated receivable/sales percentage to major customers | 10.00% |
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 | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Segment Reporting Information [Line Items] | ||||
Total net sales | $ 462,779 | $ 320,647 | $ 818,688 | $ 601,018 |
RAVICTI [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 65,550 | 50,441 | 126,738 | 100,344 |
KRYSTEXXA [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 75,201 | 79,801 | 168,450 | 132,058 |
PROCYSBI [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 41,357 | 41,174 | 79,700 | 80,745 |
ACTIMMUNE [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 28,299 | 29,276 | 54,840 | 51,022 |
TEPEZZA [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 165,936 | 189,387 | ||
RAYOS [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 14,459 | 20,284 | 32,668 | 39,708 |
BUPHENYL [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 2,846 | 2,368 | 5,160 | 5,138 |
QUINSAIR [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 59 | 170 | 336 | 338 |
Orphan Segment Net Sales [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 379,248 | 203,230 | 624,611 | 369,645 |
PENNSAID 2% [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 35,048 | 51,472 | 76,611 | 101,661 |
DUEXIS [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 27,798 | 30,066 | 59,145 | 59,523 |
VIMOVO [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 6,226 | 14,616 | 25,653 | 28,659 |
MIGERGOT [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | 979 | 1,822 | ||
Inflammation [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | $ 83,531 | $ 117,417 | $ 194,077 | $ 231,373 |
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 | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Segment operating income: | ||||
Operating income | $ 37,864 | $ 25,112 | $ 21,373 | $ 23,317 |
Amortization and step-up: | ||||
Intangible amortization expense | (66,749) | (57,683) | (125,324) | (115,100) |
Inventory step-up expense | 25 | (90) | ||
Acquisition/divestiture-related costs | (46,988) | (73) | (47,272) | (1,275) |
Share-based compensation | (27,057) | (21,367) | (83,478) | (48,915) |
Loss on debt extinguishment | (17,254) | (11,878) | (17,254) | (17,464) |
Interest expense, net | (18,571) | (22,033) | (35,915) | (49,563) |
Depreciation | (6,907) | (1,443) | (14,072) | (2,916) |
Upfront, progress and milestone payments related to license and collaboration agreements | (3,000) | (4,000) | (3,000) | (6,000) |
Impairment of long-lived asset | (1,072) | (1,072) | ||
Loss on sale of assets | (10,963) | (10,963) | ||
Charges relating to discontinuation of Friedreich's ataxia program | (1,300) | (1,221) | ||
Fees related to refinancing activities | (1,033) | (54) | (1,175) | |
Litigation settlements | (1,000) | (1,000) | ||
Drug substance harmonization costs | (234) | (290) | (314) | |
Restructuring and realignment costs | (13) | (33) | ||
Foreign exchange gain | 283 | 76 | 1,059 | 15 |
Other income (expense), net | 632 | (1,272) | 1,074 | (1,083) |
Income (loss) before expense (benefit) for income taxes | 2,954 | (9,995) | (29,663) | (44,778) |
Orphan [Member] | ||||
Segment operating income: | ||||
Operating income | 151,541 | 63,696 | 205,897 | 100,400 |
Inflammation [Member] | ||||
Segment operating income: | ||||
Operating income | $ 38,096 | $ 60,500 | $ 90,038 | $ 111,919 |
Segment and Other Information_4
Segment and Other Information - Schedule of Gross Sales to Customers Included in Reportable Segments and All Other Customers as a Group (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Segment Reporting Information [Line Items] | ||||
Gross Sales, Amount | $ 897,993 | $ 991,325 | $ 1,701,516 | $ 1,936,491 |
Customer Concentration Risk [Member] | Sales Revenue [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Gross Sales, Percentage | 100.00% | 100.00% | 100.00% | 100.00% |
Customer A [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Gross Sales, Amount | $ 314,288 | $ 366,676 | $ 561,063 | $ 711,923 |
Customer A [Member] | Customer Concentration Risk [Member] | Sales Revenue [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Gross Sales, Percentage | 35.00% | 37.00% | 33.00% | 37.00% |
Customer B [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Gross Sales, Amount | $ 194,576 | $ 189,220 | $ 401,853 | $ 311,277 |
Customer B [Member] | Customer Concentration Risk [Member] | Sales Revenue [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Gross Sales, Percentage | 22.00% | 19.00% | 24.00% | 16.00% |
Customer C [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Gross Sales, Amount | $ 160,814 | $ 152,057 | $ 294,689 | $ 336,926 |
Customer C [Member] | Customer Concentration Risk [Member] | Sales Revenue [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Gross Sales, Percentage | 18.00% | 15.00% | 17.00% | 17.00% |
Customer D [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Gross Sales, Amount | $ 112,676 | $ 86,591 | $ 197,464 | $ 161,578 |
Customer D [Member] | Customer Concentration Risk [Member] | Sales Revenue [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Gross Sales, Percentage | 13.00% | 9.00% | 12.00% | 8.00% |
Other Customers [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Gross Sales, Amount | $ 115,639 | $ 196,781 | $ 246,447 | $ 414,787 |
Other Customers [Member] | Customer Concentration Risk [Member] | Sales Revenue [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Gross Sales, Percentage | 12.00% | 20.00% | 14.00% | 22.00% |
Segment and Other Information_5
Segment and Other Information - Summary of Net Sales Attributed to Geographic Sources (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Segment Reporting Information [Line Items] | ||||
Total net sales | $ 462,779 | $ 320,647 | $ 818,688 | $ 601,018 |
United States [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | $ 460,827 | $ 319,404 | $ 814,843 | $ 598,612 |
United States [Member] | Geographic Concentration Risk [Member] | Sales Revenue [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total Net Sales, Percentage | 100.00% | 100.00% | 100.00% | 100.00% |
Rest of World [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total net sales | $ 1,952 | $ 1,243 | $ 3,845 | $ 2,406 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities at Fair Value on Recurring Basis (Detail) - Fair Value Measurements, Recurring Basis [Member] - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | $ 655,328 | $ 1,042,429 |
Total liabilities at fair value | (15,203) | (12,704) |
Money Market Funds [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 640,125 | 1,029,725 |
Other Current Assets [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 15,203 | 12,704 |
Other Long-term Liabilities [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total liabilities at fair value | (15,203) | (12,704) |
Level 1 [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Total assets at fair value | 655,328 | 1,042,429 |
Total liabilities at fair value | (15,203) | (12,704) |
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 | 640,125 | 1,029,725 |
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 | 15,203 | 12,704 |
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 | $ (15,203) | $ (12,704) |
Debt Agreements - Outstanding D
Debt Agreements - Outstanding Debt Balances (Detail) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 | Jul. 16, 2019 |
Debt Instrument [Line Items] | |||
Total face value | $ 1,210,982 | $ 1,418,026 | $ 625,000 |
Debt discount | (29,226) | (59,922) | |
Deferred financing fees | (4,934) | (5,263) | |
Total debt and Exchangeable Senior Notes | 1,176,822 | 1,352,841 | |
Long-term debt and Exchangeable Senior Notes, net | 1,002,318 | 1,352,841 | |
Term Loan Facility due 2026 [Member] | |||
Debt Instrument [Line Items] | |||
Total face value | 418,026 | 418,026 | |
Senior Notes due 2027 [Member] | |||
Debt Instrument [Line Items] | |||
Total face value | 600,000 | 600,000 | |
Exchangeable Senior Notes due 2022 [Member] | |||
Debt Instrument [Line Items] | |||
Total face value | 192,956 | $ 400,000 | |
Exchangeable Notes | |||
Debt Instrument [Line Items] | |||
Less: Exchangeable Senior Notes—current | $ 174,504 |
Debt Agreements - Outstanding_2
Debt Agreements - Outstanding Debt Balances (Parenthetical) (Detail) | 6 Months Ended |
Jun. 30, 2020 | |
Term Loan Facility due 2026 [Member] | |
Debt Instrument [Line Items] | |
Maturity date of debt instrument | May 22, 2026 |
Senior Notes due 2027 [Member] | |
Debt Instrument [Line Items] | |
Maturity date of debt instrument | Aug. 1, 2027 |
Exchangeable Senior Notes due 2022 [Member] | |
Debt Instrument [Line Items] | |
Maturity date of debt instrument | Mar. 15, 2022 |
Debt Agreements - Term Loan Fac
Debt Agreements - Term Loan Facility and Revolving Credit Facility - Additional Information (Detail) - USD ($) | Dec. 18, 2019 | Mar. 18, 2019 | Mar. 11, 2019 | Jul. 31, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Jun. 30, 2020 | Dec. 31, 2019 | Jul. 16, 2019 |
Debt Instrument [Line Items] | |||||||||
Total face value | $ 1,210,982,000 | $ 1,418,026,000 | $ 625,000,000 | ||||||
2019 Term Loan Facility [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
LIBOR floor rate | 0.00% | ||||||||
Interest rate description | The December 2019 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 May 22, 2019 (the “Refinanced Loans”) to effectuate a repricing of the Refinanced Loans. The Borrower used the proceeds of the December 2019 Refinancing Loans to repay the Refinanced Loans, which totaled approximately $418.0 million. The December 2019 Refinancing Loans bear interest at a rate, at the Borrower’s option, equal to the London Inter-Bank Offered Rate (“LIBOR”), plus 2.25% per annum (subject to a 0.00% LIBOR floor) or the adjusted base rate plus 1.25% per annum, with a step-down to LIBOR plus 2.00% per annum or the adjusted base rate plus 1.00% per annum at the time the Company’s leverage ratio is less than or equal to 2.00 to 1.00. 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) 1.00%. | ||||||||
Proceeds from debt issuances, percentage on excess cash flow | 50.00% | ||||||||
Proceeds from debt issuances, reduction percentage on excess cash flow | 25.00% | ||||||||
Proceeds from debt issuances, percentage on first lien leverage ratio | 0.00% | ||||||||
Credit agreement, description | The Borrower is permitted to make voluntary prepayments of the loans under the Credit Agreement at any time without payment of a premium. The Borrower 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 principal amount of the December 2019 Refinancing Loans are due and payable on May 22, 2026, the final maturity date of the December 2019 Refinancing Loans. | ||||||||
Maturity date of debt instrument | May 22, 2026 | ||||||||
2019 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% | ||||||||
2019 Term Loan Facility [Member] | Minimum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument leverage ratio | 2.00% | ||||||||
Leverage ratio less than applicable margin | 1.00% | ||||||||
First lien leverage ratio | 175.00% | ||||||||
2019 Term Loan Facility [Member] | Maximum [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument leverage ratio | 1.00% | ||||||||
Leverage ratio less than applicable margin | 2.00% | ||||||||
First lien leverage ratio | 225.00% | ||||||||
2019 Term Loan Facility [Member] | Adjusted Base Rate [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument variable rate | 1.25% | ||||||||
2019 Term Loan Facility [Member] | Adjusted Base Rate [Member] | Step-down due to Leverage Ratio [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument variable rate | 1.00% | ||||||||
2019 Term Loan Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument variable rate | 2.25% | ||||||||
2019 Term Loan Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Step-down due to Leverage Ratio [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument variable rate | 2.00% | ||||||||
Refinancing Loans [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Repayment of refinanced loans, amount | $ 418,000,000 | ||||||||
Revolving Credit Facility [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
LIBOR floor rate | 0.00% | ||||||||
Interest rate description | The loans under the Revolving Credit Facility bear interest, at the Borrower’s option, at a rate equal to either LIBOR plus an applicable margin of 2.25% per annum (subject to a LIBOR floor of 0.00%), or the adjusted base rate plus 1.25% per annum, with a step-down to LIBOR plus 2.00% per annum or the adjusted base rate plus 1.00% per annum at the time the Company’s leverage ratio is less than or equal to 2.00 to 1.00. | ||||||||
Minimum percentage of total commitments | 25.00% | ||||||||
Revolving Credit Facility [Member] | Adjusted Base Rate [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument variable rate | 1.25% | ||||||||
Revolving Credit Facility [Member] | Adjusted Base Rate [Member] | Step-down due to Leverage Ratio [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument variable rate | 1.00% | ||||||||
Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument variable rate | 2.25% | ||||||||
Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Step-down due to Leverage Ratio [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument variable rate | 2.00% | ||||||||
Credit Agreement [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Repaid under credit agreement | $ 23,500,000 | ||||||||
Credit Agreement [Member] | Mandatory Prepayment Provisions [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Repaid under credit agreement | $ 35,000,000 | ||||||||
Credit Agreement [Member] | Term Loan Facility [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Repaid under credit agreement | $ 300,000,000 | $ 100,000,000 | |||||||
Total face value | $ 418,000,000 | ||||||||
Term Loan Facility [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, variable interest rate | 2.56% | ||||||||
Debt instrument, effective interest rate | 2.86% | ||||||||
Horizon Pharma USA Inc [Member] | May 2019 Refinancing Loans [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility borrowing capacity | $ 418,000,000 | ||||||||
Horizon Pharma USA Inc [Member] | New Incremental Revolving Commitments [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Aggregate principal amount | $ 200,000,000 | ||||||||
Line of credit facility additional borrowing capacity | $ 200,000,000 | ||||||||
Line of credit facility termination period | 2024-03 | ||||||||
Horizon Pharma USA Inc [Member] | Letter of Credit Sub-facility [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Line of credit facility additional borrowing capacity | $ 50,000,000 | ||||||||
Hyperion Therapeutics, Inc. [Member] | Term Loan Facility [Member] | 2018 Offering [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Debt instrument, fair value | $ 404,400,000 |
Debt Agreements - 2027 Senior N
Debt Agreements - 2027 Senior Notes - Additional Information (Detail) - USD ($) $ in Thousands | Jul. 16, 2019 | Jun. 30, 2020 | Dec. 31, 2019 |
Debt Instrument [Line Items] | |||
Senior notes | $ 1,002,318 | $ 1,001,308 | |
Total face value | $ 625,000 | $ 1,210,982 | $ 1,418,026 |
Senior Secured Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Total face value | 100,000 | ||
2027 Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Cash on hand | $ 65,000 | ||
Interest rate | 5.50% | 5.50% | |
Debt instrument, frequency of periodic payment | semiannually | ||
Debt instrument redemption description | the 2027 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 August 1, 2022, some or all of the 2027 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 August 1, 2022, up to 40% of the aggregate principal amount of the 2027 Senior Notes may be redeemed at a redemption price of 105.5% of the aggregate principal amount thereof, plus accrued and unpaid interest, with the net proceeds of certain equity offerings. In addition, the 2027 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 2027 Senior Notes, HTUSA or any guarantor is or would be required to pay additional amounts as a result of certain tax related events. | ||
Debt instrument, effective interest rate | 5.76% | ||
Debt instrument, fair value | $ 621,000 | ||
2027 Senior Notes [Member] | Prior to August 1, 2022 [Member] | |||
Debt Instrument [Line Items] | |||
Redemption price as percentage of aggregate principal amount | 105.50% | ||
2027 Senior Notes [Member] | Prior to August 1, 2022 [Member] | Maximum [Member] | |||
Debt Instrument [Line Items] | |||
Redemption amount as percentage of aggregate principal amount | 40.00% | ||
2027 Senior Notes [Member] | Prior to August 1, 2022, Some or All of Aggregate Principal Amount [Member] | |||
Debt Instrument [Line Items] | |||
Redemption price as percentage of aggregate principal amount | 100.00% | ||
2027 Senior Notes [Member] | After August 1, 2022, in Whole But Not in Part [Member] | |||
Debt Instrument [Line Items] | |||
Redemption price as percentage of aggregate principal amount | 100.00% | ||
2023 Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Total face value | $ 225,000 | ||
Interest rate | 6.625% | ||
2024 Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Total face value | $ 300,000 | ||
Interest rate | 8.75% | ||
Horizon Pharma USA Inc [Member] | 2027 Senior Notes [Member] | |||
Debt Instrument [Line Items] | |||
Senior notes | $ 600,000 | ||
Maturity date of debt instrument | Aug. 1, 2027 | ||
Debt instrument redemption description | If the Company undergoes a change of control, HTUSA will be required to make an offer to purchase all of the 2027 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, subject to certain exceptions. If the Company or certain of its subsidiaries engages in certain asset sales, HTUSA will be required under certain circumstances to make an offer to purchase the 2027 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% |
Debt Agreements - Exchangeable
Debt Agreements - Exchangeable Senior Notes - Additional Information (Detail) $ / shares in Units, $ in Thousands | Aug. 03, 2020USD ($) | Jun. 03, 2020 | Jul. 02, 2020USD ($)shares | Jun. 30, 2020USD ($)$ / sharesshares | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)$ / shares | Jun. 30, 2019USD ($) | Sep. 30, 2020USD ($) | Dec. 31, 2019USD ($) | Mar. 13, 2015USD ($) |
Debt Instrument [Line Items] | ||||||||||
Senior notes | $ 1,002,318 | $ 1,002,318 | $ 1,001,308 | |||||||
Exchange price | $ / shares | $ 28.66 | $ 28.66 | ||||||||
Initial debt discount | $ 29,226 | $ 29,226 | $ 59,922 | |||||||
Loss on debt extinguishment | $ (17,254) | $ (11,878) | $ (17,254) | $ (17,464) | ||||||
Exchangeable Senior Notes [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Interest rate | 2.50% | 2.50% | ||||||||
Maturity date of debt instrument | Mar. 15, 2022 | |||||||||
Debt Instrument, Convertible, Conversion Ratio (in shares per $1,000 principal amount) | 34.8979 | |||||||||
Exchange price | $ / shares | $ 28.66 | $ 28.66 | ||||||||
Carrying amount of liability component | $ 268,900 | $ 268,900 | ||||||||
Carrying amount of equity component | 119,100 | 119,100 | ||||||||
Initial proceeds from convertible debt instrument | 387,200 | |||||||||
Initial debt discount | $ 131,100 | 131,100 | ||||||||
Stock issued, ordinary shares aggregate | shares | 7,225,368 | |||||||||
Aggregate principal amount of exchangeable senior note | $ 207,000 | 207,000 | ||||||||
Senior note outstanding principal amount | $ 193,000 | 193,000 | ||||||||
Redemption price as percentage of aggregate principal amount | 100.00% | |||||||||
Number of outstanding exchangeable senior notes | shares | 0 | |||||||||
Exchangeable Senior Notes [Member] | Level 2 [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, fair value | $ 373,700 | 373,700 | ||||||||
Exchangeable Senior Notes [Member] | Forecast [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Loss on debt extinguishment | $ 15,000 | |||||||||
Exchangeable Senior Notes [Member] | Subsequent Event [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Stock issued, ordinary shares aggregate | shares | 6,673,046 | |||||||||
Aggregate principal amount of exchangeable senior note | $ 1,700 | $ 191,200 | ||||||||
Cash Payment to holder of exchangeable convertible Senior Notes | $ 1,800 | |||||||||
Exchangeable Senior Notes [Member] | Horizon Investment [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Senior notes | $ 400,000 | |||||||||
Net proceeds from senior notes | $ 387,200 |
Lease Obligations - Schedule of
Lease Obligations - Schedule of Office Space Lease Agreements in Place for Real Properties (Detail) - ft² | 6 Months Ended | |
Jun. 30, 2020 | Oct. 14, 2019 | |
Dublin Office [Member] | ||
Lessee Lease Description [Line Items] | ||
Approximate Square Feet | 18,900 | 63,000 |
Lease Expiry Date | Nov. 4, 2029 | |
Lake Forest Office [Member] | ||
Lessee Lease Description [Line Items] | ||
Approximate Square Feet | 160,000 | |
Lease Expiry Date | Mar. 31, 2031 | |
Novato Office [Member] | ||
Lessee Lease Description [Line Items] | ||
Approximate Square Feet | 61,000 | |
Lease Expiry Date | Aug. 31, 2021 | |
South San Francisco Office [Member] | ||
Lessee Lease Description [Line Items] | ||
Approximate Square Feet | 20,000 | |
Lease Expiry Date | Jan. 31, 2030 | |
Chicago Office [Member] | ||
Lessee Lease Description [Line Items] | ||
Approximate Square Feet | 9,200 | |
Lease Expiry Date | Dec. 31, 2028 | |
Mannheim Office [Member] | ||
Lessee Lease Description [Line Items] | ||
Approximate Square Feet | 4,800 | |
Lease Expiry Date | Dec. 31, 2022 | |
Other Office [Member] | ||
Lessee Lease Description [Line Items] | ||
Approximate Square Feet | 8,800 | |
Other Office [Member] | Minimum [Member] | ||
Lessee Lease Description [Line Items] | ||
Lease Expiry Date | Mar. 31, 2021 | |
Other Office [Member] | Maximum [Member] | ||
Lessee Lease Description [Line Items] | ||
Lease Expiry Date | Sep. 15, 2022 |
Lease Obligations - Additional
Lease Obligations - Additional Information (Detail) $ in Millions | 3 Months Ended | 6 Months Ended | |||||
Jun. 30, 2020USD ($)ft² | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($)ft² | Jun. 30, 2019USD ($) | Feb. 26, 2020Building | Dec. 31, 2019USD ($) | Oct. 14, 2019ft² | |
Lessee Lease Description [Line Items] | |||||||
Right-of-use assets | $ 37.1 | $ 37.1 | $ 39.8 | ||||
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:OtherAssetsNoncurrent | us-gaap:OtherAssetsNoncurrent | us-gaap:OtherAssetsNoncurrent | ||||
Lease liability, current | $ 4.7 | $ 4.7 | $ 4.4 | ||||
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:AccruedLiabilitiesCurrent | us-gaap:AccruedLiabilitiesCurrent | us-gaap:AccruedLiabilitiesCurrent | ||||
Lease liability, noncurrent | $ 44.2 | $ 44.2 | $ 46.5 | ||||
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | us-gaap:OtherLiabilitiesNoncurrent | us-gaap:OtherLiabilitiesNoncurrent | us-gaap:OtherLiabilitiesNoncurrent | ||||
Rent expense | $ 1.8 | $ 1.4 | $ 3.4 | $ 3 | |||
Weighted-average discount rate | 7.10% | 7.10% | |||||
Weighted-average remaining lease term | 10 years 1 month 17 days | 10 years 1 month 17 days | |||||
Dublin Office [Member] | |||||||
Lessee Lease Description [Line Items] | |||||||
Approximate square feet of office space | ft² | 18,900 | 18,900 | 63,000 | ||||
Deerfield Office [Member] | |||||||
Lessee Lease Description [Line Items] | |||||||
Number Of Properties Purchased | Building | 3 | ||||||
Lake Forest Office [Member] | |||||||
Lessee Lease Description [Line Items] | |||||||
Approximate square feet of office space | ft² | 160,000 | 160,000 | |||||
Right-of-use assets | $ 17.4 | $ 17.4 | |||||
Novato Office [Member] | |||||||
Lessee Lease Description [Line Items] | |||||||
Approximate square feet of office space | ft² | 61,000 | 61,000 | |||||
Novato Office [Member] | Selling, General and Administrative Expenses [Member] | |||||||
Lessee Lease Description [Line Items] | |||||||
Impairment charges | $ 1.1 |
Lease Obligations - Schedule _2
Lease Obligations - Schedule of Operating Lease Liabilities Recorded on the Balance Sheet (Detail) $ in Thousands | Jun. 30, 2020USD ($) |
Leases [Abstract] | |
Operating Lease liabilities, 2020 (July to December) | $ 4,004 |
Operating Lease liabilities, 2021 | 7,118 |
Operating Lease liabilities, 2022 | 5,942 |
Operating Lease liabilities, 2023 | 5,869 |
Operating Lease liabilities, 2024 | 6,487 |
Operating Lease liabilities, Thereafter | 39,618 |
Operating Lease liabilities,Total lease payments | 69,038 |
Operating Lease liabilities, Imputed interest | (20,176) |
Operating Lease liabilities, Total operating lease liabilities | $ 48,862 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) € in Millions | Apr. 01, 2020USD ($) | May 08, 2017USD ($) | Jul. 31, 2020USD ($) | Jul. 31, 2020EUR (€) | Mar. 31, 2020USD ($)$ / SFr | Mar. 31, 2020CHF (SFr)$ / SFr | Jun. 30, 2020USD ($)$ / SFr$ / € | Jun. 30, 2020CHF (SFr) | Jun. 30, 2020EUR (€) | Dec. 31, 2019USD ($)$ / SFr | Dec. 31, 2019CHF (SFr) | Dec. 31, 2017USD ($)$ / SFr | Dec. 31, 2017CHF (SFr)$ / SFr | Jun. 30, 2020CHF (SFr)$ / SFr$ / € |
Loss Contingencies [Line Items] | ||||||||||||||
Currency exchange rate | $ / € | 1.1236 | 1.1236 | ||||||||||||
Upfront cash payments | $ 262,305,000 | |||||||||||||
Finite lived intangible asset | 1,891,100,000 | $ 1,702,628,000 | ||||||||||||
Amount committed in invetment | $ 34,600,000 | |||||||||||||
Developed Technology [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Finite lived intangible asset | $ 1,887,682,000 | $ 1,698,808,000 | ||||||||||||
TEPEZA [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Currency exchange rate | $ / SFr | 1.0556 | 1.0556 | ||||||||||||
Accrued Expenses representing net sales milestone | $ 98,700,000 | |||||||||||||
TEPEZA [Member] | Developed Technology [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Finite lived intangible asset | 98,700,000 | |||||||||||||
Curzion Pharmaceuticals Inc | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Upfront cash payments | $ 45,000,000 | |||||||||||||
Additional payment to be made upon attainment of milestones | $ 15,000,000 | |||||||||||||
River Vision [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Upfront cash payments | $ 150,300,000 | |||||||||||||
Maximum payment to be made upon attainment of milestones | $ 325,000,000 | |||||||||||||
Percentage of net sales in earn-out payment | 3.00% | 3.00% | 3.00% | |||||||||||
Net sales minimum limit for royal payment | $ 300,000,000 | |||||||||||||
River Vision [Member] | FDA Approval [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Upfront cash payments | 100,000,000 | |||||||||||||
Maximum payment to be made upon attainment of milestones | 100,000,000 | |||||||||||||
River Vision [Member] | TEPEZA [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Milestone incurred | 67,000,000 | |||||||||||||
RAVICTI, BUPHENYL, RAYOS and QUINSAIR [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Purchase and other commitments outstanding purchase orders | 8,400,000 | |||||||||||||
Teprotumumab [Member] | River Vision [Member] | Net Sales Thresholds [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Maximum payment to be made upon attainment of milestones | 225,000,000 | |||||||||||||
AGC Biologics A/S [Member] | TEPEZZA [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Minimum binding purchase commitment | $ 113,400,000 | € 100.9 | ||||||||||||
Currency exchange rate | $ / € | 1.1236 | 1.1236 | ||||||||||||
Catalent [Member] | TEPEZZA Drug Product [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Minimum binding purchase commitment | $ 17,700,000 | |||||||||||||
Patheon Pharmaceuticals Inc. [Member] | PROCYSBI Developed Technology [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Minimum binding purchase commitment | $ 1,400,000 | |||||||||||||
Supply agreement expiry date | Dec. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2021 | |||||||||||
Cambrex [Member] | PROCYSBI API [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Minimum binding purchase commitment | $ 1,200,000 | |||||||||||||
Supply agreement expiry date | Nov. 2, 2020 | Nov. 2, 2020 | Nov. 2, 2020 | |||||||||||
Boehringer Ingelheim [Member] | ACTIMMUNE Developed Technology [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Minimum binding purchase commitment | $ 15,100,000 | |||||||||||||
Currency exchange rate | $ / € | 1.1236 | 1.1236 | ||||||||||||
Additional costs committed to be incurred for harmonization of drug substance manufacturing process | $ 400,000 | |||||||||||||
Bio-Technology General (Israel) Ltd [Member] | KRYSTEXXA Developed Technology [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Minimum binding purchase commitment | $ 38,000,000 | |||||||||||||
Supply agreement expiry date | Dec. 31, 2030 | Dec. 31, 2030 | Dec. 31, 2030 | |||||||||||
Term of agreement automatically renewal period | 3 years | 3 years | 3 years | |||||||||||
Written notice period for termination of agreement | 3 years | 3 years | 3 years | |||||||||||
Expected early termination period of agreement due to uncertain event | Jan. 1, 2024 | Jan. 1, 2024 | Jan. 1, 2024 | |||||||||||
Purchase commitment outstanding purchase orders | $ 800,000 | |||||||||||||
Bio-Technology General (Israel) Ltd [Member] | KRYSTEXXA Developed Technology [Member] | Minimum [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Purchase obligation percentage | 80.00% | 80.00% | 80.00% | |||||||||||
Nuvo Pharmaceuticals Inc. [Member] | PENNSAID 2% [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Minimum binding purchase commitment | $ 4,100,000 | |||||||||||||
Supply agreement expiry date | Dec. 31, 2029 | Dec. 31, 2029 | Dec. 31, 2029 | |||||||||||
Sanofi-Aventis U.S [Member] | DUEXIS [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Minimum binding purchase commitment | $ 5,800,000 | |||||||||||||
Term of agreement expiration month and year | 2023-05 | 2023-05 | 2023-05 | |||||||||||
S R One And Lundbeckfond | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Finite lived intangible asset | $ 110,000,000 | |||||||||||||
S R One And Lundbeckfond | River Vision [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Percentage of right to receive payments | 35.66% | 35.66% | 35.66% | |||||||||||
Percentage of remaining net obligations payments | 70.25% | 70.25% | 70.25% | |||||||||||
Roche [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Currency exchange rate | $ / SFr | 1.0382 | 1.0382 | 1.0382 | 1.0382 | ||||||||||
Maximum payment to be made upon attainment of milestones | $ 108,700,000 | SFr 103,000,000 | ||||||||||||
Milestone incurred | $ 5,200,000 | SFr 5,000,000 | $ 5,200,000 | SFr 5,000,000 | ||||||||||
Roche [Member] | TEPEZZA [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Currency exchange rate | $ / SFr | 1.0556 | 1.0023 | 1.0169 | 1.0169 | 1.0556 | |||||||||
Milestone incurred | $ 3,000,000 | SFr 3,000,000 | $ 2,000,000 | SFr 2,000,000 | ||||||||||
Roche [Member] | TEPEZA [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Milestone incurred | $ 31,700,000 | SFr 30,000,000 | ||||||||||||
Roche [Member] | Minimum [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Percentage of net sales in earn-out payment | 9.00% | 9.00% | 9.00% | |||||||||||
Roche [Member] | Maximum [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Percentage of net sales in earn-out payment | 12.00% | 12.00% | 12.00% | |||||||||||
Lundquist Institute [Member] | Maximum [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Percentage of net sales in earn-out payment | 1.00% | 1.00% | 1.00% | |||||||||||
Aisling Capital V, LP [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Amount committed in invetment | 20,000,000 | |||||||||||||
Forbion Growth Opportunities Fund I C V [Member] | ||||||||||||||
Loss Contingencies [Line Items] | ||||||||||||||
Amount committed in invetment | $ 14,600,000 | € 13 |
Commitments and Contingencies_2
Commitments and Contingencies - Summary of Remaining Aggregate Potential Milestone Payments Payable Based on Achievement of Net Sales Thresholds (Detail) - River Vision [Member] | Jun. 30, 2020USD ($) |
Loss Contingencies [Line Items] | |
Milestone Payment | $ 325,000,000 |
Net Sales Thresholds [Member] | Teprotumumab [Member] | |
Loss Contingencies [Line Items] | |
Milestone Payment | 225,000,000 |
TEPEZZA Worldwide Net Sales Threshold >$250 million [Member] | Net Sales Thresholds [Member] | Teprotumumab [Member] | |
Loss Contingencies [Line Items] | |
Milestone Payment | 50,000,000 |
TEPEZZA Worldwide Net Sales Threshold >$375 million [Member] | Net Sales Thresholds [Member] | Teprotumumab [Member] | |
Loss Contingencies [Line Items] | |
Milestone Payment | 75,000,000 |
TEPEZZA Worldwide Net Sales Threshold >$500million [Member] | Net Sales Thresholds [Member] | Teprotumumab [Member] | |
Loss Contingencies [Line Items] | |
Milestone Payment | $ 100,000,000 |
Legal Proceedings - Additional
Legal Proceedings - Additional Information (Detail) - Patent | Feb. 05, 2016 | Sep. 17, 2015 |
Commitments And Contingencies Disclosure [Abstract] | ||
Number of lawsuits | 4 | |
Number of additional lawsuits | 2 | |
Number of Patent covering infringement | 3 |
Share-Based and Long-Term Inc_3
Share-Based and Long-Term Incentive Plans - Additional Information (Detail) - USD ($) $ in Millions | Jun. 30, 2020 | Feb. 19, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | Jan. 05, 2018 |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Stock options contractual term | 10 years | |||||
Tax benefit (detriment) recognized from stock-based compensation expense | $ 19.3 | $ 4.2 | ||||
Pre-tax unrecognized compensation expense for all unvested share-based awards | $ 166.5 | $ 166.5 | ||||
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 | $ 0.9 | $ 1.9 | ||||
Performance Stock Unit Awards [Member] | TEPEZZA [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Percentage of outstanding PSU award vesting amount range | 50.00% | |||||
Vesting period | 1 year | |||||
PSUs outstanding | 717,618 | 717,618 | ||||
Performance Stock Unit Awards [Member] | TEPEZZA [Member] | Members of Executive Committee [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Percentage of outstanding PSU award vesting amount range | 33.00% | |||||
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% | |||||
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% | 30.00% | ||||
Vesting period | 3 years | 3 years | ||||
Performance Stock Unit Awards [Member] | Net Sales PSUs [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Percentage of outstanding PSU award vesting amount range | 70.00% | 70.00% | ||||
Percentage of net sales performance criteria met | 119.20% | |||||
2014 EIP [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Increase to number of ordinary shares authorized | 6,900,000 | |||||
2014 ESPP [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Increase to number of ordinary shares authorized | 2,500,000 | |||||
2020 ESPP [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common stock shares authorized | 3,360,057 | 3,360,057 | ||||
Common stock shares reserved for future issuance | 3,360,057 | 3,360,057 | ||||
2020 EIP [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common stock shares authorized | 12,440,055 | 12,440,055 | ||||
Common stock shares reserved for future issuance | 12,440,055 | 12,440,055 | ||||
2014 Non-Employee Plan [Member] | ||||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||||
Common stock shares authorized | 574,193 | 574,193 | ||||
Common stock shares reserved for future issuance | 574,193 | 574,193 |
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 | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Options, Outstanding Beginning Balance | 9,564,202 | |
Options, Exercised | (1,601,809) | |
Options, Forfeited | (54,747) | |
Options, Expired | (25,257) | |
Options, Outstanding Ending Balance | 7,882,389 | 9,564,202 |
Options, Exercisable as of March 31, 2020 | 7,593,802 | |
Weighted Average Exercise Price, Outstanding Beginning Balance | $ 19.85 | |
Weighted Average Exercise Price, Exercised | 16.19 | |
Weighted Average Exercise Price, Forfeited | 15.98 | |
Weighted Average Exercise Price, Expired | 23.08 | |
Weighted Average Exercise Price, Outstanding Ending Balance | 20.62 | $ 19.85 |
Weighted Average Exercise Price, Exercisable as of March 31, 2020 | $ 20.66 | |
Weighted Average Contractual Term Remaining (in years) | 5 years 21 days | 5 years 5 months 4 days |
Weighted Average Contractual Term Remaining (in years) Exercisable as of March 31,2020 | 4 years 11 months 19 days | |
Aggregate Intrinsic Value | $ 275,601 | $ 156,270 |
Aggregate Intrinsic Value, Exercisable as of March 31, 2020 | $ 265,146 |
Share-Based and Long-Term Inc_5
Share-Based and Long-Term Incentive Plans - Summary of Restricted Stock Unit Activity (Detail) - Restricted Stock Units [Member] | 6 Months Ended |
Jun. 30, 2020$ / sharesshares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Number of Units, Outstanding Beginning Balance | shares | 6,541,224 |
Number of Units, Granted | shares | 2,494,655 |
Number of Units, Vested | shares | (2,432,224) |
Number of Units, Forfeited | shares | (300,535) |
Number of Units, Outstanding Ending Balance | shares | 6,303,120 |
Weighted Average Grant-Date Fair Value Per Unit, Outstanding Beginning Balance | $ / shares | $ 18.77 |
Weighted Average Grant-Date Fair Value Per Unit, Granted | $ / shares | 35.47 |
Weighted Average Grant-Date Fair Value Per Unit, Vested | $ / shares | 17.93 |
Weighted Average Grant-Date Fair Value Per Unit, Forfeited | $ / shares | 24.02 |
Weighted Average Grant-Date Fair Value Per Unit, Outstanding Ending Balance | $ / shares | $ 25.23 |
Share-Based and Long-Term Inc_6
Share-Based and Long-Term Incentive Plans - Summary of Performance Stock Unit Awards Activity (Detail) - Performance Stock Unit Awards [Member] | 6 Months Ended | |
Jun. 30, 2020$ / sharesshares | ||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||
Number of Units, Outstanding Beginning Balance | shares | 3,558,900 | |
Number of Units, Granted | shares | 587,802 | |
Number of Units, Forfeited | shares | (211,065) | |
Number of Units, Vested | shares | (1,393,960) | |
Number of Units, Performance Based Adjustment | shares | 89,941 | [1] |
Number of Units, Outstanding Ending Balance | shares | 2,631,618 | |
Weighted Average Grant-Date Fair Value Per Unit, Granted | $ 42.38 | |
Weighted Average Grant-Date Fair Value Per Unit, Forfeited | 25.58 | |
Weighted Average Grant-Date Fair Value Per Unit, Vested | 20.82 | |
Weighted Average Grant-Date Fair Value Per Unit, Performance Based Adjustment | $ 20.24 | [1] |
Average Illiquidity discount, Granted | 8.10% | |
Average Illiquidity discount, Forfeited | 4.20% | |
Average Illiquidity discount, Vested | 0.00% | |
Average Illiquidity discount, Performance Based Adjustment | 0.00% | [1] |
Recorded Weighted Average Fair Value Per Unit, Granted | $ 38.94 | |
Recorded Weighted Average Fair Value Per Unit, Forfeited | 24.51 | |
Recorded Weighted Average Fair Value Per Unit, Vested | 20.82 | |
Recorded Weighted Average Fair Value Per Unit, Performance Based Adjustment | $ 20.24 | [1] |
[1] | Represents adjustment based on the net sales performance criteria meeting 119.2% of target as of December 31, 2019 for the 2019 PSUs (as defined below). |
Share-Based and Long-Term Inc_7
Share-Based and Long-Term Incentive Plans - Summary of Performance Stock Unit Awards Activity - (Parenthetical) (Detail) | 12 Months Ended |
Dec. 31, 2019 | |
Performance Stock Unit Awards [Member] | Net Sales PSUs [Member] | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Percentage of net sales performance criteria met | 119.20% |
Share-Based and Long-Term Inc_8
Share-Based and Long-Term Incentive Plans - Summary of Significant Valuation Assumptions Related to 2020 PSUs (Detail) - Performance Stock Unit Awards [Member] | 6 Months Ended |
Jun. 30, 2020$ / shares | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | |
Valuation date stock price | $ 36.10 |
Expected volatility | 47.30% |
Risk free rate | 1.50% |
Share-Based and Long-Term Inc_9
Share-Based and Long-Term Incentive Plans - Summary of Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total share-based compensation expense | $ 27,057 | $ 21,367 | $ 83,478 | $ 48,915 |
Cost of Goods Sold [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total share-based compensation expense | 3,977 | 1,990 | ||
Research and Development [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total share-based compensation expense | 8,928 | 4,979 | ||
Selling, General and Administrative [Member] | ||||
Share Based Compensation Arrangement By Share Based Payment Award [Line Items] | ||||
Total share-based compensation expense | $ 70,573 | $ 41,946 |
Income Taxes - Expense (Benefit
Income Taxes - Expense (Benefit) for Income Taxes (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||||||
Income (loss) before expense (benefit) for income taxes | $ 2,954 | $ (9,995) | $ (29,663) | $ (44,778) | ||
Expense (benefit) for income taxes | 82,964 | (4,875) | 63,938 | (6,795) | ||
Net loss | $ (80,010) | $ (13,591) | $ (5,120) | $ (32,863) | $ (93,601) | $ (37,983) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | ||||
Expense (benefit) for income taxes | $ 82,964 | $ (4,875) | $ 63,938 | $ (6,795) |
Anti-hybrid rules, one-time tax provision amount | $ 15,200 |