Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Aug. 02, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | ENDP | |
Entity Registrant Name | Endo International plc | |
Entity Central Index Key | 1,593,034 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Ordinary Shares Outstanding | 222,766,688 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 667,822 | $ 272,348 |
Restricted cash and cash equivalents | 388,560 | 585,379 |
Marketable securities | 33 | 34 |
Accounts receivable | 875,058 | 1,014,808 |
Inventories, net | 626,320 | 752,493 |
Prepaid expenses and other current assets | 45,992 | 55,052 |
Income taxes receivable | 46,631 | 735,901 |
Assets held for sale | 0 | 36,522 |
Total current assets | 2,650,416 | 3,452,537 |
MARKETABLE SECURITIES | 2,206 | 3,855 |
PROPERTY, PLANT AND EQUIPMENT, NET | 673,294 | 675,624 |
GOODWILL | 7,417,237 | 7,299,354 |
OTHER INTANGIBLES, NET | 7,096,659 | 7,828,942 |
DEFERRED INCOME TAXES | 9,532 | 10,423 |
OTHER ASSETS | 86,191 | 79,601 |
TOTAL ASSETS | 17,935,535 | 19,350,336 |
CURRENT LIABILITIES: | ||
Accounts payable | 318,459 | 347,503 |
Accrued expenses | 1,040,519 | 1,162,612 |
Current portion of legal settlement accrual | 1,455,259 | 1,606,726 |
Current portion of long-term debt | 117,454 | 328,705 |
Income taxes payable | 7,149 | 8,551 |
Liabilities held for sale | 0 | 20,215 |
Total current liabilities | 2,938,840 | 3,474,312 |
DEFERRED INCOME TAXES | 142,089 | 871,040 |
LONG-TERM DEBT, LESS CURRENT PORTION, NET | 8,199,888 | 8,251,657 |
LONG-TERM LEGAL SETTLEMENT ACCRUAL, LESS CURRENT PORTION, NET | 155,474 | 549,098 |
OTHER LIABILITIES | 237,706 | 236,253 |
COMMITMENTS AND CONTINGENCIES | ||
SHAREHOLDERS’ EQUITY: | ||
Euro deferred shares, $0.01 par value; 4,000,000 shares authorized and issued | 44 | 43 |
Ordinary shares, $0.0001 par value; 1,000,000,000 shares authorized; 222,765,414 and 222,124,282 shares issued and outstanding at June 30, 2016 and December 31, 2015, respectively | 22 | 22 |
Additional paid-in capital | 8,719,074 | 8,693,385 |
Accumulated deficit | (2,131,506) | (2,341,215) |
Accumulated other comprehensive loss | (326,096) | (384,205) |
Total Endo International plc shareholders’ equity | 6,261,538 | 5,968,030 |
Noncontrolling interests | 0 | (54) |
Total shareholders’ equity | 6,261,538 | 5,967,976 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ 17,935,535 | $ 19,350,336 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Euro deferred shares, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Euro deferred shares, shares authorized | 4,000,000 | 4,000,000 |
Euro deferred shares, shares issued | 4,000,000 | 4,000,000 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued | 222,765,414 | 222,124,282 |
Common stock, shares outstanding | 222,765,414 | 222,124,282 |
Condensed Consolidated Statemen
Condensed Consolidated Statements Of Operations (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Statement [Abstract] | ||||
TOTAL REVENUES | $ 920,887 | $ 735,166 | $ 1,884,426 | $ 1,449,294 |
COSTS AND EXPENSES: | ||||
Cost of revenues | 632,218 | 438,858 | 1,320,923 | 823,124 |
Selling, general and administrative | 193,070 | 154,491 | 371,425 | 366,069 |
Research and development | 50,589 | 18,984 | 92,281 | 36,881 |
Litigation-related and other contingencies, net | 5,259 | 6,875 | 10,459 | 19,875 |
Asset impairment charges | 39,951 | 70,243 | 169,576 | 77,243 |
Acquisition-related and integration items | 48,171 | 44,225 | 60,725 | 78,865 |
OPERATING (LOSS) INCOME FROM CONTINUING OPERATIONS | (48,371) | 1,490 | (140,963) | 47,237 |
INTEREST EXPENSE, NET | 111,919 | 80,611 | 228,712 | 153,750 |
LOSS ON EXTINGUISHMENT OF DEBT | 0 | 0 | 0 | 980 |
OTHER EXPENSE, NET | 5,175 | 24,493 | 3,268 | 12,498 |
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAX | (165,465) | (103,614) | (372,943) | (119,991) |
INCOME TAX BENEFIT | (555,277) | (12,720) | (673,992) | (179,589) |
INCOME (LOSS) FROM CONTINUING OPERATIONS | 389,812 | (90,894) | 301,049 | 59,598 |
DISCONTINUED OPERATIONS, NET OF TAX | (46,216) | (159,632) | (91,324) | (385,842) |
CONSOLIDATED NET INCOME (LOSS) | 343,596 | (250,526) | 209,725 | (326,244) |
Less: Net income (loss) attributable to noncontrolling interests | 18 | (107) | 16 | (107) |
NET INCOME (LOSS) ATTRIBUTABLE TO ENDO INTERNATIONAL PLC | $ 343,578 | $ (250,419) | $ 209,709 | $ (326,137) |
NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO ENDO INTERNATIONAL PLC ORDINARY SHAREHOLDERS—BASIC: | ||||
Continuing operations (in dollars per share) | $ 1.75 | $ (0.49) | $ 1.35 | $ 0.34 |
Discontinued operations (in dollars per share) | (0.21) | (0.86) | (0.41) | (2.18) |
Basic (in dollars per share) | 1.54 | (1.35) | 0.94 | (1.84) |
NET INCOME (LOSS) PER SHARE ATTRIBUTABLE TO ENDO INTERNATIONAL PLC ORDINARY SHAREHOLDERS—DILUTED: | ||||
Continuing operations (in dollars per share) | 1.75 | (0.49) | 1.35 | 0.33 |
Discontinued operations (in dollars per share) | (0.21) | (0.86) | (0.41) | (2.11) |
Diluted (in dollars per share) | $ 1.54 | $ (1.35) | $ 0.94 | $ (1.78) |
WEIGHTED AVERAGE SHARES: | ||||
Basic (shares) | 222,667,000 | 185,328,000 | 222,485,000 | 177,490,000 |
Diluted (shares) | 222,863,000 | 185,328,000 | 223,021,000 | 182,822,000 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements Of Comprehensive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
CONSOLIDATED NET INCOME (LOSS) | $ 343,596 | $ (250,526) | $ 209,725 | $ (326,244) |
Net unrealized (loss) gain on securities: | ||||
Unrealized (loss) gain arising during the period | (147) | 201 | (1,007) | 1,714 |
Less: reclassification adjustments for loss (gain) realized in net income (loss) | 0 | 0 | 0 | 0 |
Net unrealized (loss) gain on securities: | (147) | 201 | (1,007) | 1,714 |
Foreign currency translation (loss) gain: | ||||
Foreign currency translation (loss) gain | (21,609) | 8,001 | 59,154 | (123,347) |
OTHER COMPREHENSIVE (LOSS) INCOME | (21,756) | 8,202 | 58,147 | (121,633) |
CONSOLIDATED COMPREHENSIVE INCOME (LOSS) | 321,840 | (242,324) | 267,872 | (447,877) |
Less: Net income (loss) attributable to noncontrolling interests | 18 | (107) | 16 | (107) |
Less: Other comprehensive income (loss) attributable to noncontrolling interests | (18) | 57 | 38 | (549) |
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO ENDO INTERNATIONAL PLC | $ 321,840 | $ (242,274) | $ 267,818 | $ (447,221) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements Of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
OPERATING ACTIVITIES: | ||
Consolidated net income (loss) | $ 209,725 | $ (326,244) |
Adjustments to reconcile consolidated net income (loss) to Net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 476,911 | 249,181 |
Inventory step-up | 87,970 | 84,253 |
Share-based compensation | 29,585 | 24,753 |
Amortization of debt issuance costs and discount | 14,483 | 10,580 |
Provision for bad debts | 8,082 | 1,141 |
Deferred income taxes | (670,615) | (244,152) |
Net loss (gain) on disposal of property, plant and equipment | 1,310 | (132) |
Change in fair value of contingent consideration | 13,204 | (3,328) |
Loss on extinguishment of debt | 0 | 980 |
Asset impairment charges | 190,904 | 318,865 |
Gain on sale of business and other assets | (735) | 0 |
Changes in assets and liabilities which (used) provided cash: | ||
Accounts receivable | 133,654 | (124,681) |
Inventories | 29,830 | (22,425) |
Prepaid and other assets | 21,846 | (8,940) |
Accounts payable | (22,067) | 4,349 |
Accrued expenses | (260,352) | 235,867 |
Other liabilities | (395,126) | (228,938) |
Income taxes payable/receivable | 686,091 | (48,615) |
Net cash provided by (used in) operating activities | 554,700 | (77,486) |
INVESTING ACTIVITIES: | ||
Purchases of property, plant and equipment | (53,705) | (38,621) |
Proceeds from sale of intellectual property and property, plant and equipment | 2,523 | 0 |
Acquisitions, net of cash acquired | 0 | (915,945) |
Proceeds from sale of marketable securities and investments | 0 | 24 |
Proceeds from notes receivable | 0 | 17 |
Patent acquisition costs and license fees | (13,000) | 0 |
Proceeds from sale of business, net | 4,108 | 4,712 |
Increase in restricted cash and cash equivalents | (327,359) | (381,223) |
Decrease in restricted cash and cash equivalents | 524,438 | 424,695 |
Net cash provided by (used in) investing activities | 137,005 | (906,341) |
FINANCING ACTIVITIES: | ||
Proceeds from issuance of notes | 0 | 1,200,000 |
Principal payments on term loans | (48,375) | (26,188) |
Proceeds from draw of revolving debt | 0 | 175,000 |
Repayments of revolving debt | (225,000) | (175,000) |
Principal payments on other indebtedness, net | (3,365) | (3,231) |
Repurchase of convertible senior subordinated notes | 0 | (247,760) |
Deferred financing fees | (500) | (25,696) |
Payment for contingent consideration | (18,646) | (7,383) |
Tax benefits of share awards | 3,911 | 20,079 |
Payments of tax withholding for restricted shares | (10,396) | (12,570) |
Exercise of options | 1,952 | 23,440 |
Issuance of ordinary shares | 2,729 | 2,302,281 |
Payments related to the issuance of ordinary shares | 0 | (66,956) |
Cash buy-out of noncontrolling interests | 0 | (39,608) |
Net cash (used in) provided by financing activities | (297,690) | 3,116,408 |
Effect of foreign exchange rate | 1,459 | (11,599) |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 395,474 | 2,120,982 |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 272,348 | 408,753 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 667,822 | 2,529,735 |
SUPPLEMENTAL INFORMATION: | ||
Cash received from income taxes, net | 698,584 | 50,535 |
Cash paid into Qualified Settlement Funds for mesh legal settlements | 326,795 | 377,074 |
Cash paid out of Qualified Settlement Funds for mesh legal settlements | 524,438 | 385,087 |
Other cash distributions for mesh legal settlements | 5,438 | 10,829 |
SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Purchases of property, plant and equipment financed by capital leases | 658 | 54 |
Accrual for purchases of property, plant and equipment | 2,363 | 2,072 |
Acquisition financed by ordinary shares | 0 | 1,519,318 |
Repurchase of convertible senior subordinated notes financed by ordinary shares | $ 0 | $ 625,483 |
Basis of Presentation
Basis of Presentation | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | NOTE 1. BASIS OF PRESENTATION The accompanying unaudited Condensed Consolidated Financial Statements of Endo International plc and its subsidiaries have been prepared in accordance with United States (U.S.) generally accepted accounting principles (GAAP) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission for interim financial information. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, the accompanying Condensed Consolidated Financial Statements of Endo International plc and its subsidiaries, which are unaudited, include all normal and recurring adjustments necessary to a fair statement of the Company’s financial position as of June 30, 2016 and the results of our operations and our cash flows for the periods presented. Operating results for the three and six months ended June 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016 . The year-end Condensed Consolidated Balance Sheet data as of December 31, 2015 was derived from the audited financial statements. Certain prior period amounts within the operating activities section of our Condensed Consolidated Statements of Cash Flows have been reclassified to conform to the current period presentation. These reclassifications had no impact on our Condensed Consolidated Balance Sheets or our Condensed Consolidated Statements of Operations. Unless otherwise indicated or required by the context, references throughout to “Endo,” the “Company,” “we,” “our,” or “us” refer to financial information and transactions of Endo International plc and its subsidiaries. Endo International plc is an Ireland-domiciled, global specialty pharmaceutical company focused on branded and generic pharmaceuticals. The information included in this Quarterly Report on Form 10-Q should be read in conjunction with our Consolidated Financial Statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2015 . |
Recent Accounting Pronouncement
Recent Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
RECENT ACCOUNTING PRONOUNCEMENTS | NOTE 2. RECENT ACCOUNTING PRONOUNCEMENTS In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards update (ASU) No. 2014-09, “Revenue from Contracts with Customers” (ASU 2014-09). ASU 2014-09 represents a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which a company expects to be entitled to receive in exchange for those goods or services. This ASU sets forth a new five-step revenue recognition model which replaces the prior revenue recognition guidance in its entirety and is intended to eliminate numerous industry-specific pieces of revenue recognition guidance that have historically existed. In August 2015, the FASB issued ASU No. 2015-14, “ Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date,” which defers the effective date of ASU 2014-09 by one year, but permits companies to adopt one year earlier if they choose (i.e., the original effective date). As such, ASU 2014-09 will be effective for annual and interim reporting periods beginning after December 15, 2017 and the Company currently plans to adopt it on January 1, 2018. In March and April 2016, the FASB issued ASU No. 2016-08 “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Consideration (Reporting Revenue Gross versus Net)” and ASU No. 2016-10 “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing,” respectively , which clarifies the guidance on reporting revenue as a principal versus agent, identifying performance obligations and accounting for intellectual property licenses. In addition, in May 2016, the FASB issued ASU No. 2016-12 “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients,” which amends certain narrow aspects of Topic 606. The Company is currently evaluating the impact of these standards on the Company’s consolidated results of operations and financial position, including possible transition alternatives. In July 2015, the FASB issued ASU No. 2015-11, “ Simplifying the Measurement of Inventory” (ASU 2015-11). ASU 2015-11 states that an entity should measure inventory at the lower of cost or net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. For public entities, ASU 2015-11 is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The amendments in this update should be applied prospectively and early application is permitted. The Company is currently evaluating the impact of ASU 2015-11 on the Company’s consolidated results of operations and financial position. In February 2016, the FASB issued ASU No. 2016-02, “ Leases (Topic 842) ” (ASU 2016-02). ASU 2016-02 establishes the principles to report transparent and economically neutral information about the assets and liabilities that arise from leases. This guidance results in a more faithful representation of the rights and obligations arising from operating and capital leases by requiring lessees to recognize the lease assets and lease liabilities that arise from leases in the statement of financial position and to disclose qualitative and quantitative information about lease transactions, such as information about variable lease payments and options to renew and terminate leases. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the impact of ASU 2016-02 on the Company’s consolidated results of operations and financial position. In March 2016, the FASB issued ASU No. 2016-09 “Improvements to Employee Share-Based Payment Accounting” (ASU 2016-09). ASU 2016-09 changes how companies account for certain aspects of share-based payments to employees including: (a) requiring all income tax effects of awards to be recognized in the income statement, rather than in additional paid in capital, when the awards vest or are settled, (b) eliminating the requirement that excess tax benefits be realized before companies can recognize them, (c) requiring companies to present excess tax benefits as an operating activity on the statement of cash flows rather than as a financing activity, (d) increasing the amount an employer can withhold to cover income taxes on awards and still qualify for the exception to liability classification for shares used to satisfy the employer’s statutory income tax withholding obligation, (e) requiring an employer to classify the cash paid to a tax authority when shares are withheld to satisfy its statutory income tax withholding obligation as a financing activity on its statement of cash flows and (f) electing whether to account for forfeitures of share-based payments by (1) recognizing forfeitures of awards as they occur or (2) estimating the number of awards expected to be forfeited and adjusting the estimate when it is likely to change, as is currently required. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption is permitted in any interim or annual period but all of ASU 2016-09 must be adopted in the same period. The Company is currently evaluating the impact of ASU 2016-09 on the Company’s consolidated results of operations and financial position. |
Discontinued Operations and Hel
Discontinued Operations and Held For Sale | 6 Months Ended |
Jun. 30, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS AND HELD FOR SALE | NOTE 3. DISCONTINUED OPERATIONS AND HELD FOR SALE American Medical Systems On February 24, 2015 , the Company’s Board of Directors (Board of Directors) approved a plan to sell the Company’s American Medical Systems Holdings, Inc. (AMS) business, which comprised the entirety of our former Devices segment. The AMS business was comprised of the Men’s Health and Prostate Health business as well as the Women’s Health business (referred to herein as Astora). On August 3, 2015, the Company sold the Men’s Health and Prostate Health business to Boston Scientific Corporation (Boston Scientific) for $1.65 billion , with $1.60 billion paid upfront in cash and $50.0 million in cash contingent on Boston Scientific achieving certain product revenue milestones in the Men’s Health and Prostate Health business in 2016. In addition to selling the Men’s Health and Prostate Health business in 2015, as of December 31, 2015 and continuing into 2016, the Company was actively pursuing a sale of the Astora business with the Company in active negotiations with multiple potential buyers. The majority of the remaining assets and liabilities of the AMS business, which were related to the Astora business, were classified as held for sale in the Consolidated Balance Sheet as of December 31, 2015 in the Company’s Form 10-K filed with the Securities and Exchange Commission on February 29, 2016. Certain of AMS’s assets and liabilities, primarily with respect to its product liability accrual related to vaginal mesh cases, the related Qualified Settlement Funds and certain intangible and fixed assets, were not classified as held for sale based on management’s expectation that these assets and liabilities would remain with the Company. On February 24, 2016, the Board of Directors resolved to wind down the Company’s Astora business as it did not align with the Company’s strategic direction and to reduce the additional exposure to mesh-related product liability. The Company conducted a wind down process to transition physicians to alternative products during the first quarter of 2016. The Company ceased business operations of Astora on March 31, 2016 and exited its AMS business. As a result, as of March 31, 2016 and periods thereafter, the remaining assets and liabilities of the AMS business, which were related to the Astora business, were no longer classified as held for sale in the Condensed Consolidated Balance Sheets . In accordance with applicable accounting guidance, the Company also reclassified the Astora assets and liabilities previously presented as held for sale as of December 31, 2015 to held and used on its Condensed Consolidated Balance Sheets . The operating results of the AMS business are reported as Discontinued operations, net of tax in the Condensed Consolidated Statements of Operations for all periods presented. The following table provides the operating results of the Discontinued operations, net of tax for the three and six months ended June 30 , 2016 and 2015 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Revenue $ 863 $ 119,940 $ 29,714 $ 238,605 Litigation related and other contingencies, net $ — $ 268,552 $ 2,450 $ 273,752 Asset impairment charges $ 149 $ — $ 21,328 $ 222,753 Loss from discontinued operations before income taxes $ (22,492 ) $ (257,642 ) $ (91,324 ) $ (487,500 ) Income tax expense (benefit) $ 23,724 $ (98,010 ) $ — $ (101,658 ) Discontinued operations, net of tax $ (46,216 ) $ (159,632 ) $ (91,324 ) $ (385,842 ) As a result of the Astora wind down initiative announced in the first quarter of 2016, the Company incurred asset impairment charges of $0.1 million and $21.3 million during the three and six months ended June 30 , 2016 , respectively. See below for discussion of our material wind down initiatives. The following table provides the Depreciation and amortization and Purchases of property, plant and equipment of AMS for the six months ended June 30 , 2016 and 2015 (in thousands): Six Months Ended June 30, 2016 2015 Cash flows from discontinued operating activities: Net loss $ (91,324 ) $ (385,842 ) Depreciation and amortization $ — $ 11,555 Net cash used in discontinued investing activities: Purchases of property, plant and equipment $ (138 ) $ (2,182 ) Astora Restructuring The Astora wind down process includes a restructuring initiative implemented during the three months ended March 31, 2016, which includes the reduction of the Astora workforce consisting of approximately 250 employees. Under this restructuring initiative, separation costs are expensed over the requisite service period, if any, while retention is being expensed ratably over the respective retention period. As a result of the Astora restructuring initiative, the Company incurred expenses of $6.0 million and $66.6 million during the three and six months ended June 30, 2016 , respectively, consisting of employee separation, retention and other benefit-related costs , asset impairment charges, contract termination charges and other general restructuring costs. There were no restructuring expenses related to this initiative during the three and six months ended June 30, 2015 . The Company anticipates there will be additional pre-tax restructuring expenses of $4.3 million related to employee separation, retention and other benefit-related costs , contract termination charges and other restructuring costs and the majority of these actions are expected to be completed by September 30, 2016, with substantially all cash payments made by the end of 2016. These restructuring costs are included in Discontinued operations in the Condensed Consolidated Statements of Operations . A summary of expenses related to the Astora restructuring initiative is included below for the three and six months ended June 30, 2016 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2016 Employee separation, retention and other benefit-related costs $ 5,317 $ 21,466 Asset impairment charges 149 21,328 Contract termination charges (424 ) 9,800 Other wind down costs 909 14,030 Total $ 5,951 $ 66,624 The liability related to the Astora restructuring initiative totaled $21.4 million as of June 30, 2016 and is included in Accrued expenses in the Condensed Consolidated Balance Sheets . Changes to this accrual during the six months ended June 30, 2016 were as follows (in thousands): Employee Separation, Retention and Other Benefit-Related Costs Contract Termination Charges Other Restructuring Costs Total Liability balance as of January 1, 2016 $ — $ — $ — $ — Expenses 21,466 9,800 7,351 38,617 Cash distributions (7,763 ) (5,342 ) (4,068 ) (17,173 ) Liability balance as of June 30, 2016 $ 13,703 $ 4,458 $ 3,283 $ 21,444 |
Restructuring
Restructuring | 6 Months Ended |
Jun. 30, 2016 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING | NOTE 4. RESTRUCTURING U.S. Generic Pharmaceuticals Restructuring 2015 U.S Generic Pharmaceuticals Restructuring In connection with the acquisition of Par Pharmaceutical Holdings, Inc. (Par) on September 25, 2015 , we implemented cost-rationalization and integration initiatives to capture operating synergies and generate cost savings across the Company. These measures included realigning the Company’s U.S. Generic Pharmaceuticals segment sales, sales support, management activities and staffing, which resulted in separation benefits to certain U.S. Generic Pharmaceuticals employees. The cost reduction initiatives included a reduction in headcount of approximately 6% of the U.S. Generic Pharmaceuticals workforces. Under this restructuring initiative (the 2015 U.S. Generic Pharmaceuticals restructuring initiative), separation costs are expensed over the requisite service period, if any, while retention is being expensed ratably over the respective retention period. As a result of the 2015 U.S. Generic Pharmaceuticals restructuring initiative, the Company incurred restructuring expenses of $1.1 million and $4.6 million during the three and six months ended June 30, 2016 , consisting of employee separation, retention and other benefit-related costs . The Company anticipates there will be additional pre-tax restructuring expenses of approximately $0.6 million related to employee separation, retention and other benefit-related costs and these actions are expected to be completed by October 31, 2016, with substantially all cash payments made by the end of 2016. In addition, the Company anticipates there will be additional pre-tax restructuring expenses of approximately $7.4 million related to accelerated depreciation on certain assets. These restructuring costs are allocated to the U.S. Generic Pharmaceuticals segment, and are primarily included in Selling, general and administrative costs and expenses in the Condensed Consolidated Statements of Operations . The liability related to the 2015 U.S. Generic Pharmaceuticals restructuring initiative totaled $12.6 million and $17.9 million at June 30, 2016 and December 31, 2015 , respectively. At June 30, 2016 , this liability is included in Accrued expenses in the Condensed Consolidated Balance Sheets . Changes to this accrual during the six months ended June 30, 2016 were as follows (in thousands): Total Liability balance as of January 1, 2016 $ 17,914 Expenses 4,588 Cash distributions (9,906 ) Liability balance as of June 30, 2016 $ 12,596 2016 U.S Generic Pharmaceuticals Restructuring As part of the ongoing U.S. Generic Pharmaceuticals integration efforts, in May 2016 we announced a restructuring initiative to optimize our product portfolio and rationalize our manufacturing sites to expand product margins (the 2016 U.S. Generic Pharmaceuticals restructuring initiative). These measures include certain cost savings initiatives, including a reduction in headcount and the closing of our Charlotte, North Carolina manufacturing facility. As a result of the 2016 U.S. Generic Pharmaceuticals restructuring initiative, the Company expects to incur total restructuring-related expenses of approximately $200 million , consisting of asset impairment charges, charges to increase excess inventory reserves, employee separation, retention and other benefit-related costs and certain other charges. The Company anticipates these actions will be completed by September 2017, with substantially all cash payments made by the end of 2017. Under this restructuring initiative, separation costs will be expensed ratably over the requisite service period, if any. As a result of the 2016 U.S. Generic Pharmaceuticals restructuring initiative, the Company incurred pre-tax charges of $18.9 million and $146.2 million during the three and six months ended June 30, 2016 , respectively. These charges consist of certain intangible asset impairment charges of $100.3 million during the six months ended June 30, 2016 , charges to increase excess inventory reserves of $6.4 million and $33.3 million during the three and six months ended June 30, 2016 , respectively, charges relating to employee separation, retention and other benefit-related costs of $6.4 million , accelerated depreciation of $3.4 million and other charges of $2.7 million during both the three and six months ended June 30, 2016 . These charges are included in the U.S. Generic Pharmaceuticals segment, and are included in Asset impairment charges, Cost of revenues, and Selling, general and administrative costs and expenses in the Condensed Consolidated Statements of Operations . The liability related to the 2016 U.S. Generic Pharmaceuticals restructuring initiative totaled $6.4 million at June 30, 2016 and is included in Accrued expenses in the Condensed Consolidated Balance Sheets . Changes to the accrual during the six months ended June 30, 2016 were as follows (in thousands): Total Liability balance as of January 1, 2016 $ — Expenses 6,431 Cash payments — Liability balance as of June 30, 2016 $ 6,431 Auxilium Restructuring In connection with the acquisition of Auxilium Pharmaceuticals, Inc. (Auxilium) on January 29, 2015 , the Company implemented cost-rationalization and integration initiatives to capture operating synergies and generate cost savings across the Company. These measures included realigning our sales, sales support, management activities and staffing, which included separation benefits to former Auxilium employees, in addition to the closing of duplicative facilities. The cost reduction initiatives included a reduction in headcount of approximately 40% of the former Auxilium workforce. For former Auxilium employees that agreed to continue employment with the Company for a merger transition period, the separation costs payable upon completion of their retention period was expensed over their respective retention period. The Company does not anticipate there will be additional material pre-tax restructuring expenses related to this initiative. The Company anticipates that substantially all employee separation, retention and other benefit-related costs cash payments relating to this initiative will be made by the end of 2016. The remainder of the cash payments will be made over the remaining lease term of Auxilium’s former corporate headquarters in Chesterbrook, Pennsylvania. These restructuring costs are included in the U.S. Branded Pharmaceuticals segment, and are primarily included in Selling, general and administrative costs and expenses in the Condensed Consolidated Statements of Operations . The liability related to the Auxilium restructuring initiative totaled $6.7 million and $12.3 million at June 30, 2016 and December 31, 2015 , respectively, and is included in Accrued expenses and Other liabilities in the Condensed Consolidated Balance Sheets . Changes to this accrual during the six months ended June 30, 2016 were as follows (in thousands): Employee Separation, Retention and Other Benefit-Related Costs Other Restructuring Costs Total Liability balance as of January 1, 2016 $ 5,353 $ 6,910 $ 12,263 Cash distributions (4,837 ) (760 ) (5,597 ) Liability balance as of June 30, 2016 $ 516 $ 6,150 $ 6,666 |
Acquisitions
Acquisitions | 6 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
ACQUISITIONS | NOTE 5. ACQUISITIONS For each of the acquisitions described below, except for Auxilium, the estimated fair values of the net assets acquired are provisional as of June 30, 2016 and are based on information that is currently available to the Company. Additional information is being gathered to finalize these provisional measurements. Accordingly, the measurement of the assets acquired and liabilities assumed may change upon finalization of the Company’s valuations and completion of the purchase price allocations, all of which are expected to occur no later than one year from the respective acquisition dates. Auxilium Pharmaceuticals, Inc. On January 29, 2015 (the Auxilium Acquisition Date), the Company acquired all of the outstanding shares of common stock of Auxilium, a fully integrated specialty biopharmaceutical company emerging as a leader in the men’s healthcare sector with a strategically focused product portfolio and pipeline in orthopedics, dermatology and other therapeutic areas, in a transaction valued at $2.6 billion . The Company believed that Auxilium would be highly complementary to its branded pharmaceuticals business with significant opportunities to leverage Auxilium’s leading presence in men’s health, as well as the Company’s R&D capabilities and financial resources, to accelerate the growth of Auxilium’s XIAFLEX ® and its other products. The operating results of Auxilium are included in the accompanying Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2016 and the operating results from the Auxilium Acquisition Date are included in the accompanying Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2015 . The Company recognized no acquisition-related transaction costs associated with the Auxilium acquisition during the six months ended June 30, 2016 . The Company recognized acquisition-related transaction costs associated with the Auxilium acquisition during the six months ended June 30, 2015 totaling $23.1 million . These costs, which related primarily to bank fees, legal and accounting services, and fees for other professional services, are included in Acquisition-related and integration items in the accompanying Condensed Consolidated Statements of Operations . The amounts of Auxilium Revenue and Net loss attributable to Endo International plc included in the Company’s Condensed Consolidated Statements of Operations from and including January 29, 2015 to June 30, 2015 are as follows (in thousands, except per share data): Revenue $ 155,367 Net loss attributable to Endo International plc $ (110,838 ) Basic net loss per share $ (0.62 ) Diluted net loss per share $ (0.61 ) The following supplemental unaudited pro forma information presents the financial results as if the acquisition of Auxilium had occurred on January 1, 2015 for the six months ended June 30, 2015 . This supplemental pro forma information has been prepared for comparative purposes and does not purport to be indicative of what would have occurred had the acquisition been made on January 1, 2015 , nor are they indicative of any future results. Six Months Ended June 30, 2015 Unaudited pro forma consolidated results (in thousands, except per share data): Revenue $ 1,472,869 Net loss attributable to Endo International plc $ (333,583 ) Basic net loss per share $ (1.88 ) Diluted net loss per share $ (1.82 ) These amounts have been calculated after applying the Company’s accounting policies and adjusting the results of Auxilium to reflect factually supportable adjustments that give effect to events that are directly attributable to the Auxilium acquisition assuming the Auxilium acquisition had occurred on January 1, 2015 . These adjustments mainly include adjustments to interest expense and additional intangible amortization. The adjustments to interest expense, net of tax, related to borrowings to finance the acquisition increased the expense by $1.1 million for the six months ended June 30, 2015 . In addition, the adjustments include additional intangible amortization, net of tax, which would have been charged assuming the Company’s estimated fair value of the intangible assets. The adjustment to the amortization expense for the six months ended June 30, 2015 increased the expense by $8.8 million . Acquisition of Par Pharmaceutical Holdings, Inc. On September 25, 2015 (Par Acquisition Date), the Company acquired Par, a specialty pharmaceutical company that develops, licenses, manufactures, markets and distributes innovative and cost-effective pharmaceuticals with a focus on high-barrier-to-entry products that are difficult to formulate, for total consideration of $8.14 billion , including the assumption of Par debt. The consideration included the Company’s 18,069,899 ordinary shares valued at $1.33 billion . The operating results of Par are included in the accompanying Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2016 . There are no results included in the accompanying Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2015 . The following table summarizes the fair values of the assets acquired and liabilities assumed at the Par Acquisition Date, including measurement period adjustments since the fair values presented in the Company’s Form 10-K for the year ended December 31, 2015 filed with the Securities and Exchange Commission on February 29, 2016, (in thousands): September 25, 2015 Measurement period adjustments September 25, 2015 Cash and cash equivalents $ 215,612 $ — $ 215,612 Accounts and other receivables 530,664 (13,500 ) 517,164 Inventories 330,406 (1,849 ) 328,557 Prepaid expenses and other current assets 31,124 — 31,124 Deferred income tax assets, current 14,652 660 15,312 Property, plant and equipment 256,293 4,744 261,037 Intangible assets 3,627,000 (154,500 ) 3,472,500 Other assets 8,477 — 8,477 Total identifiable assets $ 5,014,228 $ (164,445 ) $ 4,849,783 Accounts payable and accrued expenses $ 551,614 $ (13,500 ) $ 538,114 Deferred income tax liabilities 1,093,779 (60,995 ) 1,032,784 Other liabilities 16,057 — 16,057 Total liabilities assumed $ 1,661,450 $ (74,495 ) $ 1,586,955 Net identifiable assets acquired $ 3,352,778 $ (89,950 ) $ 3,262,828 Goodwill 4,782,876 89,950 4,872,826 Net assets acquired $ 8,135,654 $ — $ 8,135,654 The estimated fair value of the Par assets acquired and liabilities assumed are provisional as of June 30, 2016 and are based on information that is currently available to the Company. Additional information is being gathered to finalize these provisional measurements, particularly with respect to intangible assets, accrued expenses, deferred income taxes and income taxes payable. Accordingly, the measurement of the Par assets acquired and liabilities assumed may change significantly upon finalization of the Company’s valuations and completion of the purchase price allocation, both of which are expected to occur no later than one year from the Par Acquisition Date. As a result of the measurement period adjustments recorded above, the Company recorded a reduction of $3.8 million of expense, $3.1 million related to the amortization of intangible assets and $0.7 million related to the amortization of inventory step-up, during the six months ended June 30, 2016 . There were no adjustments of expense recorded during the three months ended June 30, 2016 . The valuation of the intangible assets acquired and related amortization periods are as follows: Valuation (in millions) Amortization period (in years) Developed Technology: Vasostrict ® $ 556.0 8 Aplisol ® 312.4 11 Developed - Other - Non-Partnered (Generic Non-Injectable) 230.4 7 Developed - Other - Partnered (Combined) 164.4 7 Nascobal ® 118.3 9 Developed - Other - Non-Partnered (Generic Injectable) 116.4 10 Other 517.9 9 Total $ 2,015.8 In Process Research & Development (IPR&D): IPR&D 2019 Launch $ 401.0 n/a IPR&D 2018 Launch 283.8 n/a Ezetimibe 147.6 n/a IPR&D 2016 Launch 133.3 n/a Ephedrine Sulphate 128.6 n/a Neostigmine vial 118.6 n/a Other 243.8 n/a Total $ 1,456.7 n/a Total other intangible assets $ 3,472.5 n/a The preliminary fair values of the developed technology and IPR&D assets were estimated using a discounted present value income approach. Under this method, an intangible asset’s fair value is equal to the present value of the incremental after-tax cash flows (excess earnings) attributable solely to the intangible asset over its remaining useful life. To calculate fair value, the Company used cash flows discounted at rates ranging from 9% to 10.5% , which were considered appropriate given the inherent risks associated with each type of asset. The Company believes that the level and timing of cash flows appropriately reflect market participant assumptions. The goodwill recognized is attributable primarily to strategic and synergistic opportunities related to existing pharmaceutical businesses, the assembled workforce of Par and other factors. Approximately $34.2 million of goodwill is expected to be deductible for income tax purposes. Deferred tax assets and liabilities are related primarily to the difference between the book basis and tax basis of identifiable intangible assets and inventory step-up. The following supplemental unaudited pro forma information presents the financial results as if the acquisition of Par had occurred on January 1, 2015 for the three and six months ended June 30, 2015 . This supplemental pro forma information has been prepared for comparative purposes and does not purport to be indicative of what would have occurred had the acquisition been made on January 1, 2015 , nor are they indicative of any future results. Three Months Ended June 30, 2015 Six Months Ended June 30, 2015 Unaudited pro forma consolidated results (in thousands, except per share data): Revenue $ 1,067,387 $ 2,140,759 Net loss attributable to Endo International plc $ (291,174 ) $ (391,636 ) Basic net loss per share $ (1.57 ) $ (2.21 ) Diluted net loss per share $ (1.57 ) $ (2.14 ) These amounts have been calculated after applying the Company’s accounting policies and adjusting the results of Par to reflect factually supportable adjustments that give effect to events that are directly attributable to the Par acquisition assuming the Par acquisition had occurred on January 1, 2015 . These adjustments mainly include adjustments to interest expense and additional intangible amortization. The adjustments to interest expense, net of tax, related to borrowings to finance the acquisition had no material impact for the three months ended June 30, 2015 , and increased the expense by $6.8 million for the six months ended June 30, 2015 . In addition, the adjustments include additional intangible amortization, net of tax, that would have been charged assuming the Company’s estimated fair value of the intangible assets. An adjustment to the amortization expense for the three and six months ended June 30, 2015 increased the expense by $46.2 million and $84.4 million , respectively. Aspen Holdings On October 1, 2015 , the Company acquired a broad portfolio of branded and generic injectable and established products focused on pain, anti-infectives, cardiovascular and other specialty therapeutic areas from a subsidiary of Aspen Holdings, a leading publicly-traded South African company that supplies branded and generic products in more than 150 countries, and from GlaxoSmithKline plc (GSK) for total consideration of approximately $135.6 million . The transaction expanded the Company’s presence in South Africa. The fair values of the net identifiable assets acquired totaled $127.8 million , resulting in goodwill of $7.8 million , which was assigned to our International Pharmaceuticals segment. The amount of net identifiable assets acquired in connection with the Aspen Holdings acquisition includes $118.4 million of intangible assets to be amortized over an average life of approximately 19 years , and inventory of $9.4 million . The operating results of Aspen Holdings are included in the accompanying Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2016 . There are no results included in the accompanying Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2015 . Pro forma results of operations have not been presented because the effect of the Aspen Holdings acquisition was not material. |
Segment Results
Segment Results | 6 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
SEGMENT RESULTS | NOTE 6. SEGMENT RESULTS The reportable business segments in which the Company operates are: (1) U.S. Branded Pharmaceuticals , (2) U.S. Generic Pharmaceuticals and (3) International Pharmaceuticals . These segments reflect the level at which the chief operating decision maker regularly reviews financial information to assess performance and to make decisions about resources to be allocated. Each segment derives revenue from the sales or licensing of its respective products and is discussed in more detail below. We evaluate segment performance based on each segment’s adjusted income (loss) from continuing operations before income tax , which we define as loss from continuing operations before income tax and before certain upfront and milestone payments to partners; acquisition-related and integration items, including transaction costs, earn-out payments or adjustments, changes in the fair value of contingent consideration and bridge financing costs; cost reduction and integration-related initiatives such as separation benefits, retention payments, other exit costs and certain costs associated with integrating an acquired company’s operations; excess costs that will be eliminated pursuant to integration plans; asset impairment charges; amortization of intangible assets; inventory step-up recorded as part of our acquisitions; certain non-cash interest expense; litigation-related and other contingent matters; gains or losses from early termination of debt activities; foreign currency gains or losses on intercompany financing arrangements; and certain other items that the Company believes do not reflect its core operating performance . Certain of the corporate general and administrative expenses incurred by the Company are not attributable to any specific segment. Accordingly, these costs are not allocated to any of the Company’s segments and are included in the results below as “Corporate unallocated.” The Company’s consolidated adjusted income from continuing operations before income tax is equal to the combined results of each of its segments less these unallocated corporate costs. U.S. Branded Pharmaceuticals Our U.S. Branded Pharmaceuticals segment includes a variety of branded prescription products related to treating and managing pain as well as our urology and men’s health, endocrinology and orthopedic products. The marketed products that are included in this segment include Lidoderm ® , OPANA ® ER, Voltaren ® Gel, Percocet ® , BELBUCA™, Aveed ® , Supprelin ® LA, and XIAFLEX ® , among others. U.S. Generic Pharmaceuticals Our U.S. Generic Pharmaceuticals segment consists of a differentiated product portfolio including high barrier-to-entry products, first-to-file or first-to-market opportunities, which are difficult to formulate, difficult to manufacture or face complex legal and regulatory challenges. The product offerings of this segment include products in the pain management, urology, central nervous system disorders, immunosuppression, oncology, women’s health and cardiovascular disease markets, among others. International Pharmaceuticals Our International Pharmaceuticals segment includes a variety of specialty pharmaceutical products for the Canadian, Mexican, South African and world markets. Paladin, based in Canada, has a portfolio of products serving growing therapeutic areas, including ADHD, pain, women’s health and oncology. Somar, based in Mexico, develops, manufactures and markets high-quality generic, branded generic and over-the-counter products across key market segments including dermatology and anti-infectives. Litha, based in South Africa, is a diversified healthcare group providing services, products and solutions to public and private hospitals, pharmacies, general and specialist practitioners, as well as government healthcare programs. The following represents selected information for the Company’s reportable segments for the three and six months ended June 30, 2016 and 2015 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Net revenues to external customers: U.S. Branded Pharmaceuticals $ 288,342 $ 315,913 $ 597,155 $ 600,420 U.S. Generic Pharmaceuticals 565,358 338,326 1,148,748 695,288 International Pharmaceuticals (1) 67,187 80,927 138,523 153,586 Total net revenues to external customers $ 920,887 $ 735,166 $ 1,884,426 $ 1,449,294 Adjusted income from continuing operations before income tax: U.S. Branded Pharmaceuticals $ 122,420 $ 169,067 $ 291,201 $ 327,861 U.S. Generic Pharmaceuticals $ 214,968 $ 146,089 $ 426,736 $ 329,546 International Pharmaceuticals $ 20,615 $ 19,201 $ 42,369 $ 35,767 __________ (1) Revenues generated by our International Pharmaceuticals segment are primarily attributable to Canada, Mexico and South Africa. In 2015 , we realigned certain costs amongst our International Pharmaceuticals segment, U.S. Branded Pharmaceuticals segment and Corporate unallocated costs based on how our chief operating decision maker currently reviews segment performance. As a result of this realignment, certain expenses included in our consolidated adjusted income (loss) from continuing operations before income tax for the three and six months ended June 30, 2015 have been reclassified among our various segments to conform to current period presentation. The net impact of these reclassification adjustments increased U.S. Branded Pharmaceuticals segment and Corporate unallocated costs by $0.5 million and $5.9 million , respectively, with an offsetting $6.4 million decrease to International Pharmaceuticals segment costs for the three months ended June 30, 2015 and increased U.S. Branded Pharmaceuticals segment and Corporate unallocated costs by $1.1 million and $13.5 million respectively, with an offsetting $14.6 million decrease to International Pharmaceuticals segment costs for the six months ended June 30, 2015 . There were no material revenues from external customers attributed to an individual country outside of the United States during the three and six months ended June 30, 2016 or 2015 . The table below provides reconciliations of our consolidated loss from continuing operations before income tax , which is determined in accordance with U.S. GAAP, to our segment adjusted income from continuing operations before income tax for the three and six months ended June 30 , 2016 and 2015 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Total consolidated loss from continuing operations before income tax $ (165,465 ) $ (103,614 ) $ (372,943 ) $ (119,991 ) Corporate unallocated costs (1) 161,737 115,050 314,810 226,118 Upfront and milestone payments to partners 2,688 2,135 4,105 4,802 Asset impairment charges (2) 39,951 70,243 169,576 77,243 Acquisition-related and integration items (3) 48,171 44,225 60,725 78,865 Separation benefits and other cost reduction initiatives (4) 22,174 5,780 60,630 47,587 Amortization of intangible assets 212,844 116,987 424,513 212,256 Inventory step-up and certain manufacturing costs that will be eliminated pursuant to integration plans 29,103 48,948 97,579 88,864 Non-cash interest expense related to the 1.75% Convertible Senior Subordinated Notes — 253 — 1,632 Loss on extinguishment of debt — — — 980 Impact of Voltaren ® Gel generic competition — — (7,750 ) — Certain litigation-related charges, net (5) 5,259 6,875 10,459 19,875 Costs associated with unused financing commitments — 2,261 — 14,071 Acceleration of Auxilium employee equity awards at closing — — — 37,603 Other than temporary impairment of equity investment — 18,869 — 18,869 Foreign currency impact related to the remeasurement of intercompany debt instruments 417 2,792 1,672 (18,298 ) Other, net 1,124 3,553 (3,070 ) 2,699 Total segment adjusted income from continuing operations before income tax: $ 358,003 $ 334,357 $ 760,306 $ 693,175 __________ (1) Corporate unallocated costs include interest expense, net, certain corporate overhead costs, such as headcount and facility expenses and certain other income and expenses. (2) Asset impairment charges primarily related to charges to write down intangible assets as further described in Note 9. Goodwill and Other Intangibles . (3) Acquisition-related and integration items include costs directly associated with previous acquisitions of $24.3 million and $47.5 million for the three and six months ended June 30, 2016 , respectively, compared to $46.7 million and $82.2 million for the comparable 2015 periods. In addition, during the three and six months ended June 30, 2016 , there is also a charge for changes in fair value of contingent consideration of $23.9 million and $13.2 million , respectively. During the three and six months ended June 30, 2015 , acquisition-related and integration costs are net of a benefit due to changes in the fair value of contingent consideration of $2.5 million and $3.3 million , respectively. (4) Separation benefits and other cost reduction initiatives include charges to increase excess inventory reserves of $6.4 million and $33.3 million related to the 2016 U.S. Generic Pharmaceuticals restructuring initiative, employee separation costs of $8.4 million and $15.2 million and other restructuring costs of $7.1 million and $11.8 million for the three and six months ended June 30, 2016 , respectively. Amounts in the comparable 2015 periods include employee separation costs of $4.8 million and $37.2 million , respectively, and a $7.9 million charge recorded during the six months ended June 30, 2015, upon the cease use date of our Auxilium subsidiary’s former corporate headquarters, representing the liability for our remaining obligations under the respective lease agreement, net of estimated sublease income. These amounts were primarily recorded as Cost of revenues and Selling, general and administrative expense in our Condensed Consolidated Statements of Operations . See Note 4. Restructuring for discussion of our material restructuring initiatives. (5) These amounts include charges for Litigation-related and other contingencies, net as further described in Note 12. Commitments and Contingencies . Interest income and expense are considered corporate items and included in Corporate unallocated. Asset information is not reviewed or included within our internal management reporting. Therefore, the Company has not disclosed asset information for each reportable segment. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 7. FAIR VALUE MEASUREMENTS Financial Instruments The financial instruments recorded in our Condensed Consolidated Balance Sheets include cash and cash equivalents (including money market funds and time deposits), restricted cash and cash equivalents, accounts receivable, marketable securities, equity and cost method investments, accounts payable and accrued expenses, acquisition-related contingent consideration and debt obligations. Included in cash and cash equivalents and restricted cash and cash equivalents are money market funds representing a type of mutual fund required by law to invest in low-risk securities (for example, U.S. government bonds, U.S. Treasury Bills and commercial paper). Money market funds are structured to maintain the fund’s net asset value at $1.00 per unit, which assists in providing adequate liquidity upon demand by the holder. Money market funds pay dividends that generally reflect short-term interest rates. Thus, only the dividend yield fluctuates. Due to their short-term maturity, the carrying amounts of non-restricted and restricted cash and cash equivalents (including money market funds and time deposits), accounts receivable, accounts payable and accrued expenses approximate their fair values. Fair value guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Marketable Securities Equity securities consist of investments in the stock of publicly traded companies, the values of which are based on quoted market prices and thus represent Level 1 measurements within the above-defined fair value hierarchy. These securities are not held to support current operations and are therefore classified as non-current assets. Equity securities are included in Marketable securities in our Condensed Consolidated Balance Sheets at June 30, 2016 and December 31, 2015 . At the time of purchase, we classify our marketable securities as either available-for-sale securities or trading securities, depending on our intent at that time. Available-for-sale and trading securities are carried at fair value with unrealized holding gains and losses recorded within other comprehensive income or net income, respectively. The Company reviews unrealized losses associated with available-for-sale securities to determine the classification as a “temporary” or “other-than-temporary” impairment. A temporary impairment results in an unrealized loss being recorded in other comprehensive income. An impairment that is viewed as other-than-temporary is recognized in net income. The Company considers various factors in determining the classification, including the length of time and extent to which the fair value has been less than the Company’s cost basis, the financial condition and near-term prospects of the issuer or investee, and the Company’s ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value. Equity and Cost Method Investments As of June 30, 2016 , we have investments that we account for using the equity or cost method of accounting totaling $6.0 million . The Company divested a joint venture investment owned through its Litha subsidiary during the three months ended March 31, 2016. The Company classified this joint venture investment as Assets held for sale as of December 31, 2015 in our Condensed Consolidated Balance Sheets . With respect to our other equity or cost method investments, which are included in Other Assets in our Condensed Consolidated Balance Sheets at June 30, 2016 and December 31, 2015 , the Company did not recognize any other-than-temporary impairments. We considered various factors, including the operating results of our equity method investments and the lack of an unrealized loss position on our cost method investments. Acquisition-Related Contingent Consideration The fair value of contingent consideration liabilities is determined using unobservable inputs. These inputs include the estimated amount and timing of projected cash flows, the probability of success (achievement of the contingent event) and the risk-adjusted discount rate used to present value the probability-weighted cash flows. Subsequent to the acquisition date, at each reporting period, the contingent consideration liability is remeasured at current fair value with changes recorded in earnings. Acquisition-related contingent consideration is measured at fair value on a recurring basis using unobservable inputs; hence these instruments represent Level 3 measurements within the above-defined fair value hierarchy. See Recurring Fair Value Measurements below for additional information on acquisition-related contingent consideration. Recurring Fair Value Measurements The Company’s financial assets and liabilities measured at fair value on a recurring basis at June 30, 2016 and December 31, 2015 were as follows (in thousands): Fair Value Measurements at Reporting Date using: June 30, 2016 Quoted Prices in Significant Other Significant Total Assets: Money market funds $ 212,532 $ — $ — $ 212,532 Time deposits — 165,000 — 165,000 Equity securities 2,239 — — 2,239 Total $ 214,771 $ 165,000 $ — $ 379,771 Liabilities: Acquisition-related contingent consideration—short-term $ — $ — $ 51,211 $ 51,211 Acquisition-related contingent consideration—long-term — — 84,585 84,585 Total $ — $ — $ 135,796 $ 135,796 At June 30, 2016 , money market funds include $47.5 million in Qualified Settlement Funds to be disbursed to mesh-related product liability claimants. See Note 12. Commitments and Contingencies for further discussion of our product liability cases. Fair Value Measurements at Reporting Date using: December 31, 2015 Quoted Prices in Significant Other Significant Total Assets: Money market funds $ 51,145 $ — $ — $ 51,145 Equity securities 3,889 — — 3,889 Total $ 55,034 $ — $ — $ 55,034 Liabilities: Acquisition-related contingent consideration—short-term $ — $ — $ 65,265 $ 65,265 Acquisition-related contingent consideration—long-term — — 78,237 78,237 Total $ — $ — $ 143,502 $ 143,502 At December 31, 2015 , money market funds include $ 51.1 million in Qualified Settlement Funds to be disbursed to mesh-related product liability claimants. See Note 12. Commitments and Contingencies for further discussion of our product liability cases. Fair Value Measurements Using Significant Unobservable Inputs The following table presents changes to the Company’s liability for acquisition-related contingent consideration, which was measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three and six months ended June 30, 2016 and 2015 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Beginning of period $ 124,511 $ 184,261 $ 143,502 $ 46,005 Amounts acquired — 18,435 — 166,535 Amounts settled (12,646 ) (3,851 ) (22,120 ) (8,574 ) Transfers (in) and/or out of Level 3 — — — — Measurement period adjustments — (7,243 ) — (11,556 ) Changes in fair value recorded in earnings 23,892 (2,520 ) 13,204 (3,328 ) Effect of currency translation 39 — 1,210 — End of period $ 135,796 $ 189,082 $ 135,796 $ 189,082 The fair value measurement of the contingent consideration obligations was determined using risk-adjusted discount rates ranging from 3.0% to 22.0% . Changes in fair value recorded in earnings related to acquisition-related contingent consideration are included in our Condensed Consolidated Statements of Operations as Acquisition-related and integration items , and amounts recorded for the short-term and long-term portions of acquisition related contingent consideration are included in Accrued expenses and Other liabilities, respectively, in our Condensed Consolidated Balance Sheets . The following table presents changes to the Company’s liability for acquisition-related contingent consideration during the six months ended June 30, 2016 by acquisition (in thousands): Balance as of December 31, 2015 Acquisitions Fair Value Adjustments and Accretion Payments and Other Balance as of June 30, 2016 Qualitest acquisition $ 1,137 $ — $ (1,137 ) $ — $ — Sumavel acquisition 631 — 55 — 686 Auxilium acquisition 26,435 — 661 (6,986 ) 20,110 Lehigh Valley Technologies, Inc. acquisitions 97,003 — 12,831 (15,134 ) 94,700 Other 18,296 — 2,004 — 20,300 Total $ 143,502 $ — $ 14,414 $ (22,120 ) $ 135,796 The following is a summary of available-for-sale securities held by the Company at June 30, 2016 and December 31, 2015 (in thousands): Available-for-sale Amortized Gross Gross Fair Value June 30, 2016 Money market funds $ 212,532 $ — $ — $ 212,532 Total included in cash and cash equivalents $ 165,001 $ — $ — $ 165,001 Total included in restricted cash and cash equivalents $ 47,531 $ — $ — $ 47,531 Equity securities $ 26 $ 7 $ — $ 33 Total other short-term available-for-sale securities $ 26 $ 7 $ — $ 33 Equity securities $ 1,766 $ 440 $ — $ 2,206 Long-term available-for-sale securities $ 1,766 $ 440 $ — $ 2,206 Available-for-sale Amortized Gross Gross Fair Value December 31, 2015 Money market funds $ 51,145 $ — $ — $ 51,145 Total included in cash and cash equivalents $ 3 $ — $ — $ 3 Total included in restricted cash and cash equivalents $ 51,142 $ — $ — $ 51,142 Equity securities $ 24 $ 10 $ — $ 34 Total other short-term available-for-sale securities $ 24 $ 10 $ — $ 34 Equity securities $ 1,766 $ 2,089 $ — $ 3,855 Long-term available-for-sale securities $ 1,766 $ 2,089 $ — $ 3,855 Nonrecurring Fair Value Measurements The Company’s financial assets and liabilities measured at fair value on a nonrecurring basis as of June 30, 2016 were as follows (in thousands): Fair Value Measurements at Reporting Date using: Total Expense for the Six Months Ended June 30, 2016 Quoted Prices in Significant Other Significant Assets: Certain Astora property, plant and equipment (Note 3) $ — $ — $ — $ (5,041 ) Certain U.S. Generic Pharmaceuticals intangible assets (Note 9) — — 50,459 (169,576 ) Certain Astora intangible assets (Note 3) — — — (16,287 ) Total $ — $ — $ 50,459 $ (190,904 ) |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2016 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 8. INVENTORIES Inventories consist of the following at June 30, 2016 and December 31, 2015 (in thousands): June 30, 2016 December 31, 2015 Raw materials (1) $ 222,808 $ 210,038 Work-in-process (1) 97,323 177,821 Finished goods (1) 306,189 364,634 Total $ 626,320 $ 752,493 (1) The components of inventory shown in the table above are net of allowance for obsolescence. Inventory that is in excess of the amount expected to be sold within one year, which relates primarily to XIAFLEX ® inventory, is classified as long-term inventory and is not included in the table above. At June 30, 2016 and December 31, 2015 , $30.2 million and $24.9 million , respectively, of long-term inventory was included in Other assets in the Condensed Consolidated Balance Sheets . The Company capitalizes inventory costs associated with certain generic products prior to regulatory approval and product launch, when it is reasonably certain, based on management’s judgment of reasonably certain future commercial use and net realizable value, that the pre-launch inventories will be saleable. The determination to capitalize is made once the Company (or its third party development partners) has filed an Abbreviated New Drug Application (ANDA) that has been acknowledged by the U.S. Food and Drug Administration (the FDA) as containing sufficient information to allow the FDA to conduct its review in an efficient and timely manner and management is reasonably certain that all regulatory and legal requirements will be cleared. This determination is based on the particular facts and circumstances relating to the expected FDA approval of the generic drug product being considered, and accordingly, the time frame within which the determination is made varies from product to product. The Company could be required to write down previously capitalized costs related to pre-launch inventories upon a change in such judgment, or due to a denial or delay of approval by regulatory bodies, or a delay in commercialization, or other potential factors. As of June 30, 2016 and December 31, 2015 , the Company had approximately $29.9 million and $12.0 million , respectively, in inventories related to generic products that were not yet available to be sold. |
Goodwill And Other Intangibles
Goodwill And Other Intangibles | 6 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLES | NOTE 9. GOODWILL AND OTHER INTANGIBLES Goodwill Changes in the carrying amount of our goodwill for the six months ended June 30, 2016 were as follows (in thousands): Carrying Amount U.S. Branded Pharmaceuticals U.S. Generic Pharmaceuticals International Pharmaceuticals Total Balance as of December 31, 2015: Goodwill $ 1,676,276 $ 5,789,934 $ 592,424 $ 8,058,634 Accumulated impairment losses (673,500 ) — (85,780 ) (759,280 ) Balance as of December 31, 2015 $ 1,002,776 $ 5,789,934 $ 506,644 $ 7,299,354 Measurement period adjustments — 89,950 1,366 91,316 Effect of currency translation on gross balance — — 29,025 29,025 Effect of currency translation on accumulated impairment — — (2,458 ) (2,458 ) Balance as of June 30, 2016: Goodwill $ 1,676,276 $ 5,879,884 $ 622,815 $ 8,178,975 Accumulated impairment losses (673,500 ) — (88,238 ) (761,738 ) $ 1,002,776 $ 5,879,884 $ 534,577 $ 7,417,237 Other Intangible Assets The following is a summary of other intangible assets held by the Company at June 30, 2016 and December 31, 2015 (in thousands): Cost basis: Balance as of December 31, 2015 Acquisitions Impairments Other Effect of Currency Translation Balance as of June 30, 2016 Indefinite-lived intangibles: In-process research and development $ 1,742,880 $ (114,200 ) $ (55,100 ) $ (5,156 ) $ 3,208 $ 1,571,632 Total indefinite-lived intangibles $ 1,742,880 $ (114,200 ) $ (55,100 ) $ (5,156 ) $ 3,208 $ 1,571,632 Definite-lived intangibles: Licenses (weighted average life of 12 years) $ 676,867 $ — $ — $ (211,147 ) $ — $ 465,720 Customer relationships (weighted average life of 15 years) 11,318 — (3,460 ) (7,858 ) — — Tradenames (weighted average life of 12 years) 7,537 — — — (74 ) 7,463 Developed technology (weighted average life of 12 years) 6,731,573 (32,300 ) (127,303 ) (1,847 ) 26,113 6,596,236 Total definite-lived intangibles (weighted average life of 12 years) $ 7,427,295 $ (32,300 ) $ (130,763 ) $ (220,852 ) $ 26,039 $ 7,069,419 Total other intangibles $ 9,170,175 $ (146,500 ) $ (185,863 ) $ (226,008 ) $ 29,247 $ 8,641,051 Accumulated amortization: Balance as of December 31, 2015 Amortization Impairments Other Effect of Currency Translation Balance as of June 30, 2016 Definite-lived intangibles: Licenses $ (508,225 ) $ (29,761 ) $ — $ 211,147 $ — $ (326,839 ) Customer relationships (7,858 ) — — 7,858 — — Tradenames (6,544 ) (45 ) — — 10 (6,579 ) Developed technology (818,606 ) (394,707 ) — 5,367 (3,028 ) (1,210,974 ) Total definite-lived intangibles $ (1,341,233 ) $ (424,513 ) $ — $ 224,372 $ (3,018 ) $ (1,544,392 ) Total other intangibles $ (1,341,233 ) $ (424,513 ) $ — $ 224,372 $ (3,018 ) $ (1,544,392 ) Net other intangibles $ 7,828,942 $ 7,096,659 __________ (1) Includes measurement period adjustments relating to the Par acquisition, partially offset by the capitalization of payments relating to XIAFLEX ® . (2) Includes the impairment of certain intangible assets of our U.S. Generic Pharmaceuticals segment of approximately $169.6 million , and the impairment of certain intangible assets in connection with the wind down of our Astora business, with a net impairment of approximately $16.3 million , which is reported as Discontinued operations, net of tax in the Condensed Consolidated Statements of Operations for the six months ended June 30, 2016 . See Note 3. Discontinued Operations and Held for Sale for further information relating to the Astora wind down. (3) Includes the removal of approximately $214.0 million of fully amortized intangible assets relating to expired or terminated licensing agreements in our U.S. Branded Pharmaceuticals segment, including the 2008 Voltaren ® Gel agreement described in Note 10. License and Collaboration Agreements and Natesto TM . In addition, $10.0 million of fully amortized assets were removed in connection with the wind down of our Astora business described above. Additionally, certain IPR&D assets of $5.2 million were placed in service and transferred into developed technology, while certain other developed technology assets were removed due to their sale or disposal during the period presented. Amortization expense for the three and six months ended June 30, 2016 totaled $212.8 million and $424.5 million , respectively. Amortization for the three and six months ended June 30, 2015 totaled $117.0 million and $212.3 million , respectively. Estimated amortization of intangibles for the five fiscal years subsequent to December 31, 2015 is as follows (in thousands): 2016 $ 805,089 2017 $ 681,732 2018 $ 600,710 2019 $ 542,887 2020 $ 517,927 Changes in the gross carrying amount of our other intangibles for the six months ended June 30, 2016 were as follows (in thousands): Gross December 31, 2015 $ 9,170,175 Impairment of certain Astora intangible assets (26,318 ) Capitalization of payments relating to XIAFLEX ® 8,000 Sale of certain International Pharmaceuticals intangible assets (1,959 ) Impairment of certain U.S. Generic Pharmaceuticals intangible assets (169,576 ) Measurement period adjustments relating to acquisitions closed during 2015 (NOTE 5) (154,500 ) Removal of fully amortized intangible assets relating to expired or terminated licensing agreements (214,018 ) Effect of currency translation 29,247 June 30, 2016 $ 8,641,051 Endo tests goodwill and indefinite-lived intangible assets for impairment annually, or more frequently whenever events or changes in circumstances indicate that the asset might be impaired. Our annual assessment is performed as of October 1st. Goodwill Given the significant decline in the Company’s stock price, the Company initiated an interim goodwill impairment analysis of our U.S. Branded and U.S. Generics reporting units during the second quarter of 2016. We estimated the fair value of our reporting units through an income approach using a discounted cash flow model. Our discounted cash flow models are highly reliant on various assumptions, including estimates of future cash flows (including long-term growth rates), discount rate, and expectations about variations in the amount and timing of cash flows and the probability of achieving the estimated cash flows. These assumptions are based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value hierarchy. The discount rates applied to the estimated cash flows for our interim goodwill impairment tests ranged from 8.5% to 9.0% , depending on the overall risk associated with the particular assets and other market factors. We believe the discount rates and other inputs and assumptions are consistent with those that a market participant would use. As a result of this interim analysis, the Company determined that the estimated fair value of our U.S. Branded and U.S. Generics reporting units exceeded their estimated net book value; therefore, an impairment charge was not required for the three months ended June 30, 2016. Intangible Assets U.S. Generic Pharmaceuticals Segment During the three months ended March 31, 2016 and June 30, 2016, the Company identified certain market and regulatory conditions impacting the commercial potential of certain indefinite and definite-lived intangible assets in our U.S. Generic Pharmaceuticals segment. Accordingly, we tested these assets for impairment and determined that the carrying value of certain of these assets was no longer fully recoverable, resulting in pre-tax, non-cash asset impairment charges of $29.3 million and $40.0 million during the first and second quarters of 2016, respectively. In addition, during the first quarter of 2016, the Company recognized pre-tax, non-cash asset impairment charges of $100.3 million related to the 2016 U.S. Generic Pharmaceuticals restructuring initiative, which resulted from the discontinuation of certain commercial products and the abandonment of certain IPR&D projects. See Note 4. Restructuring for discussion of our material restructuring initiatives. |
License And Collaboration Agree
License And Collaboration Agreements | 6 Months Ended |
Jun. 30, 2016 | |
License And Collaboration Agreements [Abstract] | |
LICENSE AND COLLABORATION AGREEMENTS | NOTE 10. LICENSE AND COLLABORATION AGREEMENTS Our subsidiaries have entered into certain license, collaboration and discovery agreements with third parties for product development. These agreements require our subsidiaries to share in the development costs of such products and the third parties grant marketing rights to our subsidiaries for such products. The Company and its subsidiaries are generally required to make upfront payments as well as other payments upon successful completion of regulatory or sales milestones. In addition, these agreements generally require our subsidiaries to pay royalties on sales of the products arising from these agreements. These agreements generally permit termination by our subsidiaries with no significant continuing obligation. Novartis AG, Novartis Consumer Health, Inc. and Sandoz, Inc. The Company has exclusive U.S. marketing rights to Voltaren ® Gel pursuant to a License and Supply Agreement entered into in 2008 with and among Novartis AG and Novartis Consumer Health, Inc. (Novartis) (the 2008 Voltaren ® Gel Agreement). Effective March 1, 2015, Novartis Consumer Health, Inc. assigned the 2008 Voltaren ® Gel Agreement to its affiliate, Sandoz, Inc. On December 11, 2015, the Company, Novartis AG and Sandoz entered into a new License and Supply Agreement (as amended and in effect the 2015 Voltaren ® Gel Agreement ) effectively renewing our exclusive U.S. marketing and license rights to commercialize Voltaren ® Gel (the Branded Licensed Product) and granting the Company the exclusive right to launch an authorized generic of Voltaren ® Gel (the Generic Licensed Product, and, together with the Branded Licensed Product, the Licensed Product). Pursuant to the 2015 Voltaren ® Gel Agreement , the former 2008 Voltaren ® Gel Agreement expired on June 30, 2016 in accordance with its terms. The 2015 Voltaren ® Gel Agreement became effective on July 1, 2016 and will be accounted for as a business combination as of the effective date. In connection with the new agreement, the Company will be required to make an initial cash payment to Novartis of $16.2 million . The initial term of the 2015 Voltaren ® Gel Agreement will expire on June 30, 2023 with an automatic extension of the term for one year thereafter unless a written notice of non-extension is provided at least six months in advance of termination. Voltaren ® Gel royalties incurred during the six months ended June 30, 2016 and 2015 were $11.9 million and $15.0 million , respectively. Under the 2008 Voltaren® Gel Agreement, which was effective through June 30, 2016, the Company agreed (i) to make certain guaranteed minimum annual royalty payments beginning in the fourth year of the 2008 Voltaren® Gel Agreement (2008 Guaranteed Minimum Annual Royalty Payment), (ii) to expend a minimum amount of annual advertising and promotional expenses (A&P Expenditures) on the commercialization of Voltaren® Gel and (iii) to perform a minimum number of face-to-face one-on-one discussions with physicians and other health care practitioners (Details), each subject to certain limitations set forth in the 2008 Voltaren® Gel Agreement, including the requirement that a third party generic equivalent product not be launched. Under the 2015 Voltaren ® Gel Agreement, the Company agreed to make certain guaranteed minimum annual royalty payments (2015 Guaranteed Minimum Annual Royalty Payment) subject to certain limitations set forth in the 2015 Voltaren® Gel Agreement, including the requirement that a third party generic equivalent product is not launched. In March 2016, Amneal Pharmaceuticals LLC (Amneal) launched a generic equivalent of Voltaren® Gel and, therefore, the Company’s obligations to make the 2008 Guaranteed Minimum Annual Royalty Payment, to expend A&P Expenditures and to perform Details for the remainder of the term of the 2008 Voltaren® Gel Agreement terminated as of the date of the launch of the generic equivalent product by Amneal. In addition, the Company’s obligation to make the 2015 Guaranteed Minimum Annual Royalty Payment also terminated. XIAFLEX ® Out-license Agreement We were party to an out-licensing agreement with Actelion Pharmaceuticals Ltd. (Actelion) to develop, supply and commercialize XIAFLEX ® in Canada and Australia. On July 1, 2016, the parties mutually agreed to terminate the collaboration for Canada and agreed upon certain transition services to be provided by Actelion until approval of the transfer of the drug identification number by the regulatory authority in Canada to the Company. For Australia, the collaboration agreement remains in effect until a new agreement is finalized. In consideration for the rights returned to the Company by Actelion, Endo made a cash payment of $5.5 million in July 2016. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2016 | |
Debt Instruments [Abstract] | |
DEBT | NOTE 11. DEBT The following table presents the carrying amounts of the Company’s total indebtedness at June 30, 2016 and December 31, 2015 (in thousands): June 30, 2016 December 31, 2015 Principal Amount Unamortized Discount and Deferred Loan Costs Principal Amount Unamortized Discount and Deferred Loan Costs 7.25% Senior Notes due 2022 $ 400,000 $ (11,709 ) $ 400,000 $ (12,535 ) 5.75% Senior Notes due 2022 700,000 (9,385 ) 700,000 (10,088 ) 5.375% Senior Notes due 2023 750,000 (9,898 ) 750,000 (10,511 ) 6.00% Senior Notes due 2023 1,635,000 (26,230 ) 1,635,000 (27,694 ) 6.00% Senior Notes due 2025 1,200,000 (21,770 ) 1,200,000 (22,713 ) Term Loan A Facility Due 2019 983,125 (11,410 ) 1,017,500 (13,831 ) Term Loan B Facility Due 2022 2,786,000 (46,515 ) 2,800,000 (49,900 ) Revolving Credit Facility — — 225,000 — Other debt 134 — 134 — Total long-term debt, net $ 8,454,259 $ (136,917 ) $ 8,727,634 $ (147,272 ) Less current portion, net 117,454 — 328,705 — Total long-term debt, less current portion, net $ 8,336,805 $ (136,917 ) $ 8,398,929 $ (147,272 ) The total fair value of the Company’s Total long-term debt at June 30, 2016 and December 31, 2015 , was $7.9 billion and $8.6 billion , respectively. The fair value of the Company’s long-term debt is estimated using the quoted market prices for the same or similar debt issuances. Based on this valuation methodology, we determined these debt instruments represent Level 2 measurements within the fair value hierarchy. Credit Facility On April 4, 2016, the Company paid down the revolving credit facility in the amount of $225.0 million . As of June 30, 2016 , we have $998.0 million of remaining credit available through the revolving credit facilities. The Company’s credit agreement contains affirmative and negative covenants that the Company believes to be usual and customary for a senior secured credit facility. The negative covenants include, among other things, limitations on capital expenditures, asset sales, mergers and acquisitions, indebtedness, liens, dividends, investments and transactions with the Company’s affiliates. As of June 30, 2016 , we were in compliance with all such covenants. |
Commitments And Contingencies
Commitments And Contingencies | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 12. COMMITMENTS AND CONTINGENCIES Manufacturing, Supply and Other Service Agreements Our subsidiaries contract with various third party manufacturers, suppliers and service providers to provide raw materials used in our subsidiaries’ products and semi-finished and finished goods, as well as certain packaging, labeling services, customer service support, warehouse and distribution services. These contracts include agreements with Novartis Consumer Health, Inc., Novartis AG, and Sandoz, Inc. (collectively, Novartis), Teikoku Seiyaku Co. Ltd. (Teikoku), Noramco, Inc. (Noramco), Grünenthal GmbH (Grünenthal), Sharp Corporation, UPS Supply Chain Solutions, Inc. and Jubilant HollisterStier Laboratories LLC (JHS). If, for any reason, we are unable to obtain sufficient quantities of any of the finished goods or raw materials or components required for our products or services needed to conduct our business, it could have an adverse effect on our business, financial condition, results of operations and cash flows. In addition to the manufacturing and supply agreements described above, we have agreements with various companies for clinical development services. Although we have no reason to believe that the parties to these agreements will not meet their obligations, failure by any of these third parties to honor their contractual obligations may have a material adverse effect on our business, financial condition, results of operations and cash flows. Significant changes made during the six months ended June 30, 2016 to the agreements listed above and included within our Annual Report on Form 10-K for the year ended December 31, 2015 are as follows: Noramco, Inc. Pursuant to the terms of the Company’s 2012 agreement with Noramco, the Company made payments to Noramco during the six months ended June 30, 2016 and 2015 totaling $16.0 million and $17.0 million , respectively. These payments are recorded in Cost of revenues in our Condensed Consolidated Statements of Operations . In July 2016, the Company sent a notice of non-renewal to Noramco which will result in the agreement being terminated as of April 2017. The Company is not subject to any penalties as a result of this termination. Jubilant HollisterStier Laboratories LLC During the second quarter of 2016, we entered into a new agreement with JHS (JHS Agreement). Pursuant to the JHS Agreement, JHS fills and lyophilizes the XIAFLEX ® bulk drug substance, which is manufactured by the Company, and produces sterile diluent. The initial term of the JHS agreement is three years, with automatic renewal provisions thereafter for subsequent one -year terms, unless or until either party provides notification prior to expiration of the then current term of the contract. The Company is required to purchase a specified percentage of its total forecasted volume of XIAFLEX ® from JHS each year, unless JHS is unable to supply XIAFLEX ® within the timeframe established under such forecasts. Amounts purchased pursuant to the JHS Agreement were not material for any of the periods presented. Legal Proceedings We and certain of our subsidiaries are involved in various claims, legal proceedings and governmental investigations that arise from time to time in the ordinary course of our business, including those relating to product liability, intellectual property, regulatory compliance and commercial matters. These and other matters that are not being disclosed herein are, in the opinion of our management, immaterial both individually and in the aggregate with respect to our financial position, results of operations and cash flows. If and when such matters, in the opinion of our management, become material either individually or in the aggregate, we will disclose such matters. While we cannot predict the outcome of these legal proceedings and we intend to defend vigorously our position, an adverse outcome in any of these proceedings could have a material adverse effect on our current and future financial position, results of operations and cash flows. As of June 30, 2016 , our reserve for loss contingencies totaled $1.61 billion , of which $1.56 billion relates to our product liability accrual for vaginal mesh cases. We had previously announced that we had reached master settlement agreements with several of the leading plaintiffs’ law firms to resolve claims relating to vaginal mesh products sold by our AMS subsidiary. The agreements were entered into solely by way of compromise and settlement and are not in any way an admission of liability or fault. Although we believe there is a reasonable possibility that a loss in excess of the amount recognized exists, we are unable to estimate the possible loss or range of loss in excess of the amount recognized at this time. Product Liability We and certain of our subsidiaries have been named as defendants in numerous lawsuits in various U.S. federal and state courts, as well as in Canada and other countries, alleging personal injury resulting from the use of certain of our products and the products of our subsidiaries. These matters are described below in more detail. We believe that certain settlements and judgments, as well as legal defense costs, relating to certain product liability matters are or may be covered in whole or in part under our product liability insurance policies with a number of insurance carriers. In certain circumstances, insurance carriers reserve their rights to contest or deny coverage. We intend to contest vigorously any and all such disputes with our insurance carriers and to enforce our rights under the terms of our insurance policies. Accordingly, we will record receivables with respect to amounts due under these policies only when the resolution of any dispute has been reached and realization of the potential claim for recovery is considered probable. Amounts recovered under our product liability insurance policies will likely be less than the stated coverage limits and may not be adequate to cover damages and/or costs relating to claims. In addition, there is no guarantee that insurers will pay claims or that coverage will otherwise be available. Vaginal Mesh Cases. In October 2008, the FDA issued a Public Health Notification (October 2008 Public Health Notification) regarding potential complications associated with transvaginal placement of surgical mesh to treat pelvic organ prolapse (POP) and stress urinary incontinence (SUI). The notification provides recommendations and encourages physicians to seek specialized training in mesh procedures, to advise their patients about the risks associated with these procedures and to be diligent in diagnosing and reporting complications. In July 2011, the FDA issued an update to the October 2008 Public Health Notification regarding mesh to further advise the public and the medical community of the potential complications associated with transvaginal placement of surgical mesh to treat POP and SUI. In the July 2011 update, the FDA stated that adverse events are not rare. Furthermore, the FDA questioned the relative effectiveness of transvaginal mesh as a treatment for POP as compared to non-mesh surgical repair. The July 2011 notification continued to encourage physicians to seek specialized training in mesh procedures, to consider and to advise their patients about the risks associated with these procedures and to be diligent in diagnosing and reporting complications. In January 2016, the FDA issued a statement reclassifying surgical mesh for transvaginal POP repair from Class II to Class III. Surgical mesh for SUI repair remains a Class II device. In January 2012, the FDA ordered manufacturers of transvaginal surgical mesh used for POP and of single incision mini-slings for urinary incontinence, such as our AMS subsidiary, to conduct post-market safety studies and to monitor adverse event rates relating to the use of these products. AMS received a total of 19 class-wide post-market study orders regarding its pelvic floor repair and mini-sling products; however, the FDA agreed to place 16 of these study orders on hold for a variety of reasons. AMS commenced three of these post-market study orders; however, it recently notified the FDA of its termination of these studies and is in the process of winding them down in connection with the wind down of our Astora business. Since 2008, we and certain of our subsidiaries, including AMS and/or Astora, have been named as defendants in multiple lawsuits in the U.S. in various state courts and in a multidistrict litigation (MDL) in the Southern District of West Virginia (MDL No. 2325), in Canada, where various class action and individual complaints are pending, and in other countries alleging personal injury resulting from the use of transvaginal surgical mesh products designed to treat POP and SUI. Plaintiffs in these suits allege various personal injuries including chronic pain, incontinence and inability to control bowel function and permanent deformities, and seek compensatory and punitive damages, where available. We and certain plaintiffs’ counsel representing mesh-related product liability claimants have entered into various Master Settlement Agreements (MSAs) and other settlement agreements regarding settling up to approximately 49,000 filed and unfiled mesh claims handled or controlled by the participating counsel. These MSAs, which were executed at various times since June 2013, were entered into solely by way of compromise and settlement and are not in any way an admission of liability or fault by us or any of our subsidiaries. All MSAs are subject to a process that includes guidelines and procedures for administering the settlements and the release of funds. In certain cases, the MSAs provide for the creation of Qualified Settlement Funds (QSFs) into which funds may be deposited pursuant to certain schedules set forth in those agreements. All MSAs have participation thresholds requiring participation by the majority of claims represented by each law firm party to the MSA. If certain participation thresholds are not met, then we will have the right to terminate the settlement with that law firm. In addition, one agreement gives us a unilateral right of approval regarding which claims may be eligible to participate under that settlement. To the extent fewer claims than are authorized under an agreement participate, the total settlement payment under that agreement will be reduced by an agreed-upon amount for each such non-participating claim. Funds deposited in QSFs are included in restricted cash and cash equivalents in the Condensed Consolidated Balance Sheets . Distribution of funds to any individual claimant is conditioned upon the receipt of documentation substantiating the validity of the claim, a full release and a dismissal of the entire action or claim as to all AMS parties and affiliates. Prior to receiving funds, an individual claimant shall represent and warrant that liens, assignment rights or other claims that are identified in the claims administration process have been or will be satisfied by the individual claimant. The amount of settlement awards to participating claimants, the claims evaluation process and procedures used in conjunction with award distributions, and the negotiations leading to the settlement, shall be kept confidential by all parties and their counsel. We expect that valid claims under the MSAs will continue to be settled. However, we intend to vigorously contest pending and future claims that are invalid or in excess of the maximum claim amounts under the MSAs. We are also aware of a substantial number of additional claims or potential claims, some of which may be invalid or contested, for which we lack sufficient information to determine whether any potential liability is probable, and such claims have not been included in our estimated product liability accrual. We intend to contest these claims vigorously. As of the date of this report, we believe that the current product liability accrual includes all known claims for which liability is probable and estimable. In order to evaluate whether a mesh claim is probable of a loss, we must obtain and evaluate certain information pertaining to each individual claim, including but not limited to the following items: the name and social security number of the plaintiff, evidence of an AMS implant, the date of implant, the date the claim was first asserted to AMS, the date that plaintiff’s counsel was retained, and most importantly, medical records establishing the injury alleged. Without access to at least this information and the opportunity to evaluate it, we are not in a position to determine whether a loss is probable for such claims. It is currently not possible to determine the validity or outcome of any additional or potential claims and such claims may result in additional losses that could have a material adverse effect on our business, financial condition, results of operations and cash flow. We will continue to monitor the situation, including with respect to any additional claims of which we may later become aware, and, if appropriate, make further adjustments to the product liability accrual based on new information. The following table presents the changes in the vaginal mesh QSFs and product liability balance during the six months ended June 30, 2016 (in thousands): Qualified Settlement Funds Product Liability Balance as of December 31, 2015 $ 578,970 $ 2,086,176 Additional charges — 2,450 Cash contributions to Qualified Settlement Funds 326,795 — Cash distributions to settle disputes from Qualified Settlement Funds (524,438 ) (524,438 ) Cash distributions to settle disputes — (5,438 ) Other 255 — Balance as of June 30, 2016 $ 381,582 $ 1,558,750 Approximately $1.40 billion of the total liability amount shown above is classified as Current portion of legal settlement accrual, with the remainder to be paid over time in accordance with the MSA agreements and classified as Long-term legal settlement accrual, less current portion, net in the June 30, 2016 Condensed Consolidated Balance Sheets . Charges related to vaginal mesh product liability for all periods presented are reported in Discontinued operations, net of tax in our Condensed Consolidated Statements of Operations . We expect to fund the payments under all current settlement agreements over the course of 2016 and 2017, with completion by December 31, 2017. As the funds are disbursed out of the QSFs from time to time, the product liability accrual will be reduced accordingly with a corresponding reduction to restricted cash and cash equivalents. In addition, we may pay cash distributions to settle disputes separate from the QSFs, which will also decrease the product liability accrual but will not decrease restricted cash and cash equivalents. In addition, we have been contacted regarding a civil investigation that has been initiated by a number of state attorneys general into mesh products, including transvaginal surgical mesh products designed to treat POP and SUI. In November 2013, we received a subpoena relating to this investigation from the state of California, and have subsequently received additional subpoenas from other states. We are currently cooperating with this investigation. At this time, we cannot predict or determine the outcome of this investigation or reasonably estimate the amount or range of amounts of fines or penalties, if any, that might result from a settlement or an adverse outcome from this investigation. Testosterone Cases. We and certain of our subsidiaries, including Endo Pharmaceuticals Inc. (EPI) and Auxilium Pharmaceuticals, Inc. (Auxilium), along with other pharmaceutical manufacturers, have been named as defendants in lawsuits alleging personal injury resulting from the use of prescription medications containing testosterone, including Fortesta ® Gel, Delatestryl ® , Testim ® , TESTOPEL ® and Striant ® . Plaintiffs in these suits allege various personal injuries, including pulmonary embolism, stroke and other vascular and/or cardiac injuries and seek compensatory and/or punitive damages, where available. In June 2014, an MDL was formed to include claims involving all testosterone replacement therapies filed against EPI, Auxilium, and other manufacturers of such products, and certain transferable cases pending in federal court were coordinated in the Northern District of Illinois as part of MDL No. 2545. In addition to the federal cases filed against EPI and Auxilium that have been transferred to the Northern District of Illinois as tag-along actions to MDL No. 2545, litigation has also been filed against EPI in the Court of Common Pleas Philadelphia County and in certain other state courts. In July 2014, a class action complaint was filed in Ontario, Canada against EPI. Litigation similar to that described above may also be brought by other plaintiffs in various jurisdictions, and cases brought in federal court will be transferred to the Northern District of Illinois as tag-along actions to MDL No. 2545. However, we cannot predict the timing or outcome of any such litigation, or whether any such additional litigation will be brought against us. We intend to contest the litigation vigorously and to explore all options as appropriate in our best interest. As of July 29, 2016 , approximately 1,084 cases are currently pending against us; some of which may have been filed on behalf of multiple plaintiffs. By order dated July 5, 2016 and with plaintiffs’ consent, a Canadian Court dismissed without prejudice the class action complaint filed in Ontario, Canada against EPI. In November 2015, the U.S. District Court for the Northern District of Illinois entered an order granting defendants’ motion to dismiss claims involving certain testosterone products that were approved pursuant to ANDAs, including TESTOPEL ® . Plaintiffs filed a motion for reconsideration and clarification of this order. In March 2016, the District Court granted plaintiffs’ motion in part and entered an order permitting certain claims to go forward to the extent they are based on allegations of fraudulent off-label marketing. In November 2014, a civil class action complaint was filed in the Northern District of Illinois against EPI, Auxilium, and various other manufacturers of testosterone products on behalf of a proposed class of health insurance companies and other third party payors that had paid for certain testosterone products, alleging that the marketing efforts of EPI, Auxilium, and other defendant manufacturers with respect to certain testosterone products constituted racketeering activity in violation of 18 U.S.C. §1962(c), and other civil Racketeer Influenced and Corrupt Organizations Act claims. Further, the complaint alleges that EPI, Auxilium, and other defendant manufacturers violated various state consumer protection laws through their marketing of certain testosterone products and raises other state law claims. In March 2015, defendants filed a motion to dismiss the complaint and plaintiffs responded by filing amended complaints. In February 2016, the District Court granted in part and denied in part defendants’ motion to dismiss. The District Court declined to dismiss plaintiffs’ claims for conspiracy to commit racketeering activity in violation of 18 U.S.C. §1962(d) and claims for negligent misrepresentation. In April 2016, plaintiffs filed a third amended complaint, which defendants moved to dismiss in June 2016. In August 2016, the court denied the motion as to the claims against EPI, Auxilium and certain other defendants, and directed that answers be filed by August 31, 2016. In October 2015, a similar civil class action complaint was filed against EPI and other defendant manufacturers in the Northern District of Illinois. Similar litigation may be brought by other plaintiffs. We are unable to predict the outcome of this matter or the ultimate legal and financial liability, if any, and at this time cannot reasonably estimate the possible loss or range of loss for this matter, if any, but we will explore all options as appropriate in our best interest. Unapproved Drug Litigation In September 2013, the State of Louisiana filed a Petition for Damages against certain of our subsidiaries, EPI and Generics Bidco I, LLC, and over 50 other pharmaceutical companies alleging the defendants or their subsidiaries marketed products that were not approved by the FDA. See State of Louisiana v. Abbott Laboratories, Inc., et al ., C624522 (19th Jud. Dist. La.). The State of Louisiana sought damages, fines, penalties, attorneys’ fees and costs under various causes of action. In October 2015, the court ordered judgment for Defendants on their exception for no right of action. The case is currently on appeal to the Louisiana Court of Appeals, First District. We intend to contest the above case vigorously and to explore other options as appropriate in our best interest. Litigation similar to that described above may also be brought by other plaintiffs in various jurisdictions. However, we cannot predict the timing or outcome of any such litigation, or whether any such litigation will be brought against us. We are unable to predict the outcome of this matter or the ultimate legal and financial liability, if any, and at this time cannot reasonably estimate the possible loss or range of loss for this matter, if any. Opioid-Related Litigations, Subpoenas and Document Requests In June 2014, Corporation Counsel for the City of Chicago filed suit in Illinois state court against multiple defendants, including our subsidiaries, Endo Health Solutions Inc. (EHSI) and EPI, for alleged violations of city ordinances and other laws relating to defendants’ alleged opioid sales and marketing practices. In June 2014, the case was removed to the U.S. District Court for the Northern District of Illinois. In December 2014, defendants moved to dismiss the Amended Complaint and in May 2015, the District Court issued an order granting that motion in part, dismissing the case as to EHS and EPI. In August 2015, plaintiff filed its Second Amended Complaint against multiple defendants, including EPI and ESHI. In November 2015, defendants moved to dismiss the Second Amended Complaint. In May 2014 and in June 2014, a lawsuit was filed in California Superior Court (Orange County) in the name of the People of the State of California, acting by and through County Counsel for Santa Clara County and the Orange County District Attorney, against multiple defendants, including our subsidiaries EHSI and EPI. The complaint asserts violations of California’s statutory Unfair Competition and False Advertising laws, as well as asserting a claim for public nuisance, based on alleged misrepresentations in connection with sales and marketing of opioids, including OPANA ® . Plaintiff seeks declaratory relief, restitution, civil penalties (including treble damages), abatement, an injunction, and attorneys’ fees and costs. Defendants, which include our subsidiaries, filed various motions attacking the pleadings, including one requesting that the Superior Court refrain from proceeding under the doctrines of primary jurisdiction and equitable abstention. That motion was granted in August 2015, and the case has been stayed pending further proceedings and findings by the FDA. In June 2016, plaintiffs filed a motion to lift the stay and to amend the complaint. Defendants, included EHSI and EPI, opposed that motion. Following a hearing in July 2016, the court provided plaintiffs an opportunity to seek leave to file another amended complaint. In December 2015, a lawsuit was filed in the Chancery Court of the First Judicial District of Hinds County, Mississippi by the State of Mississippi against multiple defendants, including our subsidiaries EHSI and EPI. The complaint alleges violations of Mississippi’s Consumer Protection Act and various other claims arising out of defendants’ alleged opioid sales and marketing practices. Plaintiff seeks declaratory relief, restitution, civil penalties, abatement, an injunction, and attorneys’ fees and costs. In March 2016, defendants moved to dismiss the complaint. In September 2014, our subsidiaries EHSI and EPI received a Request for Information from the State of Tennessee Office of the Attorney General and Reporter seeking documents and information regarding the sales and marketing of opioids, including OPANA ® ER. We are currently cooperating with the State of Tennessee Office of the Attorney General and Reporter in this investigation. In August 2015, our subsidiaries EHSI and EPI received a subpoena from the State of New Hampshire Office of the Attorney General seeking documents and information regarding the sales and marketing of opioids, including OPANA ® ER. We were cooperating with the State of New Hampshire Office of the Attorney General in its investigation until we learned that it was being assisted in the investigation by outside counsel hired on a contingent fee basis. The New Hampshire Attorney General initiated an action in the Superior Court for the State of New Hampshire to enforce the subpoena despite this contingent fee arrangement, and we (along with other companies that had received similar subpoenas) responded by filing a motion for protective order to preclude the use of contingent fee counsel. In addition, we filed a separate motion seeking declaratory relief. In March 2016, the Superior Court granted the motion for protective order on the grounds that the contingent fee agreement was invalid as ultra vires and that the office of the Attorney General had acted outside of its statutory authority in entering into the agreement with the contingent fee counsel. In April 2016, both the New Hampshire Attorney General and the companies that received subpoenas from the New Hampshire Attorney General, including EHSI and EPI, appealed, in part, the March 2016 Superior Court order to the New Hampshire Supreme Court. Those appeals are pending. In April 2016, the New Hampshire Attorney General also entered into a new agreement with outside counsel. In response, the companies that received a subpoena from the New Hampshire Attorney General, including EHSI and EPI, moved to enforce a part of the protective order issued by the Superior Court in March 2016 that is not being appealed by EHSI and EPI. That motion is pending. In March 2016, EHSI and EPI received a Civil Investigative Demand (CID) from the Department of Justice for the State of Oregon seeking documents and information regarding the sales and marketing of OPANA ® ER. We are currently cooperating with the State of Oregon in its investigation. With respect to the litigations brought on behalf of the City of Chicago, the People of the State of California and the State of Mississippi, we intend to contest those matters vigorously. We are unable to predict the outcome of these matters or the ultimate legal and financial liability, if any, and at this time cannot reasonably estimate the possible loss or range of loss, if any, for these matters but will explore all options as appropriate in our best interest. Antitrust Litigation and Investigations Multiple direct and indirect purchasers of Lidoderm ® have filed a number of cases against our subsidiary EPI and co-defendants Teikoku Seiyaku Co., Ltd., Teikoku Pharma USA, Inc. (collectively, Teikoku) and Actavis plc (now Allergan plc) and a number of its subsidiaries (collectively referred to herein as Allergan, Actavis or Watson). Certain of these actions have been asserted on behalf of classes of direct and indirect purchasers, while others are individual cases brought by one or more alleged direct or indirect purchasers. The complaints in these cases generally allege that EPI, Teikoku and Actavis entered into an anticompetitive conspiracy to restrain trade through the settlement of patent infringement litigation concerning U.S. Patent No. 5,827,529 (the ‘529 patent) and other patents. Some of the complaints also allege that Teikoku wrongfully listed the ‘529 patent in the Orange Book as related to Lidoderm ® , that EPI and Teikoku commenced sham patent litigation against Actavis and that EPI abused the FDA citizen petition process by filing a citizen petition and amendments solely to interfere with generic companies’ efforts to obtain FDA approval of their versions of Lidoderm ® . The cases allege violations of Sections 1 and 2 of the Sherman Act (15 U.S.C. §§ 1, 2) and various state antitrust and consumer protection statutes as well as common law remedies in some states. These cases generally seek damages, treble damages, disgorgement of profits, restitution, injunctive relief and attorneys’ fees. The U.S. Judicial Panel on Multidistrict Litigation, pursuant to 28 U.S.C. § 1407, issued an order in April 2014 transferring these cases as In Re Lidoderm Antitrust Litigation , MDL No. 2521, to the U.S. District Court for the Northern District of California. In June 2016, motions for class certification were filed on behalf of classes of direct and indirect purchasers. Responses to those motions are due in August 2016. Trial is currently scheduled to begin in 2017. Litigation similar to that described above may also be brought by other plaintiffs in various jurisdictions, and cases brought in federal court will be transferred to the Northern District of California as tag-along actions to In Re Lidoderm Antitrust Litigation . Multiple direct and indirect purchasers of OPANA ® ER have filed cases against our subsidiaries EHSI and EPI, and other pharmaceutical companies, including Penwest Pharmaceuticals Co., which we subsequently acquired, and Impax Laboratories Inc. (Impax), all of which have been transferred and coordinated for pretrial proceedings in the Northern District of Illinois by the Judicial Panel on Multidistrict Litigation. Some of these cases have been filed on behalf of putative classes of direct and indirect purchasers, while others have been filed on behalf of individual retailers. These cases generally allege that the agreement reached by EPI and Impax to settle patent infringement litigation concerning multiple patents pertaining to OPANA ® ER and EPI’s introduction of the re-formulation of OPANA ® ER violated antitrust laws. The complaints allege violations of Sections 1 and 2 of the Sherman Act (15 U.S.C. §§ 1, 2), various state antitrust and consumer protection statutes, as well as state common law. These cases generally seek damages, treble damages, disgorgement of profits, restitution, injunctive relief and attorneys’ fees. In February 2016, the District Court issued orders (i) denying defendants’ motion to dismiss the claims of the direct purchasers, (ii) denying in part and granting in part defendants’ motion to dismiss the claims of the indirect purchasers, but giving them permission to file amended complaints and (iii) granting defendants’ motion to dismiss the complaints filed by certain retailers, but giving them permission to file amended complaints. In response to the District Court’s orders, the indirect purchasers filed an amended complaint to which the defendants have filed a renewed motion to dismiss certain claims and certain retailers have also filed amended complaints. We cannot predict whether or not additional cases similar to those described above will be filed by other plaintiffs or the timing or outcome of any such litigation. In February 2014, our subsidiary, EPI received a CID (the February 2014 CID) from the U.S. Federal Trade Commission (the FTC). The FTC issued a second CID to EPI in March 2014 (the March 2014 CID). The February 2014 CID requested documents and information concerning EPI’s settlement agreements with Actavis and Impax settling the OPANA ® ER patent litigation, EPI’s Development and Co-Promotion Agreement with Impax, and its settlement agreement with Actavis settling the Lidoderm ® patent litigation, as well as information concerning the marketing and sales of OPANA ® ER and Lidoderm ® . The March 2014 CID requested documents and information concerning EPI’s acquisition of U.S. Patent No. 7,852,482 (the ‘482 patent), as well as additional information concerning certain litigation relating to, and the marketing and sales of OPANA ® ER. The FTC also issued subpoenas for investigational hearings (similar to depositions) to our employees and former employees. In March 2016, the FTC filed a lawsuit in the U.S. District Court for the Eastern District of Pennsylvania against us and our subsidiary EPI, as well as against Allergan, Impax, and Teikoku, alleging generally that the settlement agreements with Actavis and Impax, respectively, constituted, in wh |
Other Comprehensive Income (Los
Other Comprehensive Income (Loss) | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
OTHER COMPREHENSIVE INCOME (LOSS) | NOTE 13. OTHER COMPREHENSIVE INCOME (LOSS) The following table presents the tax effects allocated to each component of Other comprehensive (loss) income for the three months ended June 30, 2016 and 2015 (in thousands): Three Months Ended June 30, 2016 2015 Before- Tax Benefit (Expense) Net-of-Tax Before-Tax Tax (Expense) Benefit Net-of- Net unrealized (loss) gain on securities: Unrealized (loss) gain arising during the period $ (234 ) $ 87 $ (147 ) $ 451 $ (250 ) $ 201 Net unrealized gain (loss) on foreign currency: Foreign currency translation gain (loss) arising during the period (7,866 ) (13,743 ) (21,609 ) 10,516 (2,515 ) 8,001 Other comprehensive (loss) income $ (8,100 ) $ (13,656 ) $ (21,756 ) $ 10,967 $ (2,765 ) $ 8,202 The following table presents the tax effects allocated to each component of Other comprehensive (loss) income for the six months ended June 30, 2016 and 2015 (in thousands): Six Months Ended June 30, 2016 2015 Before- Tax Benefit (Expense) Net-of-Tax Before-Tax Tax (Expense) Benefit Net-of- Net unrealized (loss) gain on securities: Unrealized (loss) gain arising during the period $ (1,620 ) $ 613 $ (1,007 ) $ 2,649 $ (935 ) $ 1,714 Net unrealized gain (loss) on foreign currency: Foreign currency translation gain (loss) arising during the period 46,706 12,448 59,154 (120,863 ) (2,484 ) (123,347 ) Other comprehensive income (loss) $ 45,086 $ 13,061 $ 58,147 $ (118,214 ) $ (3,419 ) $ (121,633 ) The following is a summary of the accumulated balances related to each component of Other comprehensive loss, net of taxes, at June 30, 2016 and December 31, 2015 (in thousands): June 30, December 31, Net unrealized gains $ 808 $ 1,815 Foreign currency translation loss (326,904 ) (386,020 ) Accumulated other comprehensive loss $ (326,096 ) $ (384,205 ) |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended |
Jun. 30, 2016 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS' EQUITY | NOTE 14. SHAREHOLDERS' EQUITY Changes in Shareholder’s Equity The following table displays a reconciliation of our beginning and ending balances in shareholders' equity for the six months ended June 30, 2016 (in thousands): Attributable to: Endo Noncontrolling Total Shareholders’ equity at January 1, 2016 $ 5,968,030 $ (54 ) $ 5,967,976 Net income 209,709 16 209,725 Other comprehensive income 58,109 38 58,147 Compensation related to share-based awards 29,585 — 29,585 Tax withholding for restricted shares (10,396 ) — (10,396 ) Exercise of options 1,952 — 1,952 Issuance of ordinary shares related to the employee stock purchase plan 2,729 — 2,729 Other 1,820 — 1,820 Shareholders’ equity at June 30, 2016 $ 6,261,538 $ — $ 6,261,538 The following table displays a reconciliation of our beginning and ending balances in shareholders' equity for the six months ended June 30, 2015 (in thousands): Attributable to: Endo Noncontrolling Total Shareholders’ equity at January 1, 2015 $ 2,374,757 $ 33,456 $ 2,408,213 Net loss (326,137 ) (107 ) (326,244 ) Other comprehensive loss (121,084 ) (549 ) (121,633 ) Compensation related to share-based awards 24,753 — 24,753 Tax withholding for restricted shares (12,570 ) — (12,570 ) Exercise of options 23,440 — 23,440 Buy-out of noncontrolling interests, net of contributions (6,876 ) (32,732 ) (39,608 ) Ordinary shares issued in connection with the Auxilium acquisition 1,519,320 — 1,519,320 Fair value of equity component of acquired Auxilium Notes 278,014 — 278,014 Conversion of Auxilium Notes 145,101 — 145,101 Ordinary shares issued 2,302,281 — 2,302,281 Equity issuance fees (66,956 ) — (66,956 ) Other 17,827 — 17,827 Shareholders’ equity at June 30, 2015 $ 6,151,870 $ 68 $ 6,151,938 Share-Based Compensation As discussed in Note 3. Discontinued Operations and Held for Sale , the operating results of the Company’s AMS business is reported as Discontinued operations, net of tax in the Condensed Consolidated Statements of Operations for all periods presented. However, as share-based compensation is not material for this business, amounts in this Note 14. Shareholders' Equity have not been adjusted to exclude the impact of this business. The Company recognized share-based compensation expense of $14.6 million and $29.6 million during the three and six months ended June 30, 2016 , respectively, compared to $10.9 million and $62.4 million during the three and six months ended June 30, 2015 , respectively. The share-based compensation expense recognized during the six months ended June 30, 2015 includes a charge related to the acceleration of Auxilium employee equity awards at closing of $37.6 million . As of June 30, 2016 , the total remaining unrecognized compensation cost related to all non-vested share-based compensation awards amounted to $96.6 million . As of June 30, 2016 , the weighted average remaining requisite service period of the non-vested stock options was 2.8 years and for non-vested restricted stock units was 2.3 years. |
Other Expense, Net
Other Expense, Net | 6 Months Ended |
Jun. 30, 2016 | |
Component of Operating Income [Abstract] | |
OTHER EXPENSE, NET | NOTE 15. OTHER EXPENSE, NET The components of Other expense, net for the three and six months ended June 30, 2016 and 2015 are as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Foreign currency loss (gain), net $ 1,554 $ 2,578 $ 2,550 $ (20,556 ) Equity loss from unconsolidated subsidiaries, net 3,828 900 1,484 1,751 Other than temporary impairment of equity investment — 18,869 — 18,869 Costs associated with unused financing commitments — 2,261 — 14,071 Other miscellaneous, net (207 ) (115 ) (766 ) (1,637 ) Other expense, net $ 5,175 $ 24,493 $ 3,268 $ 12,498 Foreign currency loss (gain), net results from the remeasurement of the Company’s foreign currency denominated assets and liabilities. In addition, the Company incurred $2.3 million and $14.1 million during the three and six months ended June 30, 2015 related to unused commitment fees primarily associated with financing for the Auxilium acquisition. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 16. INCOME TAXES During the three months ended June 30, 2016 , the Company recognized an income tax benefit of $555.3 million on $165.5 million of loss from continuing operations before income tax , compared to $12.7 million of tax benefit on $103.6 million of loss from continuing operations before income tax during the comparable 2015 period. During the second quarter of 2016, the Company implemented a legal entity restructuring as part of its continuing integration of our businesses that resulted in the realization of a $644.0 million discrete tax benefit arising from outside basis differences, reduced by a $196.0 million valuation allowance. The reorganization also provides operating flexibility and benefits and reduces the impact related to potential future limits that could apply to the use of tax attributes by utilizing most of the Company’s attributes to offset the gain in the intercompany sale that stepped-up the tax basis of the U.S. Generics Pharmaceutical business assets. The Company also benefited from an improved mix of jurisdictional pre-tax income and losses. The tax benefit for the comparable 2015 period was primarily related to benefits resulting from losses from continued operations. During the six months ended June 30, 2016 , the Company recognized an income tax benefit of $674.0 million on $372.9 million of loss from continuing operations before income tax , compared to $179.6 million of tax benefit on $120.0 million of loss from continuing operations before income tax during the comparable 2015 period. The tax benefit for the current period is primarily related to benefits arising from losses from continued operations and the net discrete tax benefit recorded in the second quarter discussed above. The tax benefit for the comparable 2015 period was primarily related to benefits resulting from the expected realization of deferred tax assets for certain components of our AMS business that was held for sale in such period. |
Net (Loss) Income Per Share
Net (Loss) Income Per Share | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
NET (LOSS) INCOME PER SHARE | NOTE 17. NET (LOSS) INCOME PER SHARE The following is a reconciliation of the numerator and denominator of basic and diluted net income (loss) per share for the three and six months ended June 30, 2016 and 2015 (in thousands, except share data): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Numerator: Income (loss) from continuing operations $ 389,812 $ (90,894 ) $ 301,049 $ 59,598 Less: Net income (loss) from continuing operations attributable to noncontrolling interests 18 (107 ) 16 (107 ) Income (loss) from continuing operations attributable to Endo International plc ordinary shareholders $ 389,794 $ (90,787 ) $ 301,033 $ 59,705 Loss from discontinued operations attributable to Endo International plc ordinary shareholders, net of tax (46,216 ) (159,632 ) (91,324 ) (385,842 ) Net income (loss) attributable to Endo International plc ordinary shareholders $ 343,578 $ (250,419 ) $ 209,709 $ (326,137 ) Denominator: For basic per share data—weighted average shares 222,667 185,328 222,485 177,490 Dilutive effect of ordinary share equivalents 195 — 535 2,091 Dilutive effect of various convertible notes and warrants 1 — 1 3,241 For diluted per share data—weighted average shares 222,863 185,328 223,021 182,822 Basic net income (loss) per share data is computed based on the weighted average number of ordinary shares outstanding during the period. Diluted income (loss) per share data is computed based on the weighted average number of ordinary shares outstanding and, if there is net income from continuing operations attributable to Endo ordinary shareholders during the period, the dilutive impact of ordinary share equivalents outstanding during the period. Ordinary share equivalents are measured under the treasury stock method. For the three months ended June 30, 2016 , stock options and stock awards of 5.9 million were excluded from the diluted share calculation because their effect would have been anti-dilutive. All stock options and stock awards were excluded from the diluted share calculation for the three months ended June 30, 2015 because their effect would have been anti-dilutive, as the Company was in a loss position. For the six months ended June 30, 2016 , stock options and stock awards of 4.7 million were excluded from the diluted share calculation because their effect would have been anti-dilutive. For the six months ended June 30, 2015 , stock options and stock awards of 1.0 million were excluded from the diluted share calculation because their effect would have been anti-dilutive. |
Recent Accounting Pronounceme24
Recent Accounting Pronouncements (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Recent Accounting Pronouncements | In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards update (ASU) No. 2014-09, “Revenue from Contracts with Customers” (ASU 2014-09). ASU 2014-09 represents a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which a company expects to be entitled to receive in exchange for those goods or services. This ASU sets forth a new five-step revenue recognition model which replaces the prior revenue recognition guidance in its entirety and is intended to eliminate numerous industry-specific pieces of revenue recognition guidance that have historically existed. In August 2015, the FASB issued ASU No. 2015-14, “ Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date,” which defers the effective date of ASU 2014-09 by one year, but permits companies to adopt one year earlier if they choose (i.e., the original effective date). As such, ASU 2014-09 will be effective for annual and interim reporting periods beginning after December 15, 2017 and the Company currently plans to adopt it on January 1, 2018. In March and April 2016, the FASB issued ASU No. 2016-08 “Revenue from Contracts with Customers (Topic 606): Principal versus Agent Consideration (Reporting Revenue Gross versus Net)” and ASU No. 2016-10 “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing,” respectively , which clarifies the guidance on reporting revenue as a principal versus agent, identifying performance obligations and accounting for intellectual property licenses. In addition, in May 2016, the FASB issued ASU No. 2016-12 “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients,” which amends certain narrow aspects of Topic 606. The Company is currently evaluating the impact of these standards on the Company’s consolidated results of operations and financial position, including possible transition alternatives. In July 2015, the FASB issued ASU No. 2015-11, “ Simplifying the Measurement of Inventory” (ASU 2015-11). ASU 2015-11 states that an entity should measure inventory at the lower of cost or net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. For public entities, ASU 2015-11 is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. The amendments in this update should be applied prospectively and early application is permitted. The Company is currently evaluating the impact of ASU 2015-11 on the Company’s consolidated results of operations and financial position. In February 2016, the FASB issued ASU No. 2016-02, “ Leases (Topic 842) ” (ASU 2016-02). ASU 2016-02 establishes the principles to report transparent and economically neutral information about the assets and liabilities that arise from leases. This guidance results in a more faithful representation of the rights and obligations arising from operating and capital leases by requiring lessees to recognize the lease assets and lease liabilities that arise from leases in the statement of financial position and to disclose qualitative and quantitative information about lease transactions, such as information about variable lease payments and options to renew and terminate leases. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company is currently evaluating the impact of ASU 2016-02 on the Company’s consolidated results of operations and financial position. In March 2016, the FASB issued ASU No. 2016-09 “Improvements to Employee Share-Based Payment Accounting” (ASU 2016-09). ASU 2016-09 changes how companies account for certain aspects of share-based payments to employees including: (a) requiring all income tax effects of awards to be recognized in the income statement, rather than in additional paid in capital, when the awards vest or are settled, (b) eliminating the requirement that excess tax benefits be realized before companies can recognize them, (c) requiring companies to present excess tax benefits as an operating activity on the statement of cash flows rather than as a financing activity, (d) increasing the amount an employer can withhold to cover income taxes on awards and still qualify for the exception to liability classification for shares used to satisfy the employer’s statutory income tax withholding obligation, (e) requiring an employer to classify the cash paid to a tax authority when shares are withheld to satisfy its statutory income tax withholding obligation as a financing activity on its statement of cash flows and (f) electing whether to account for forfeitures of share-based payments by (1) recognizing forfeitures of awards as they occur or (2) estimating the number of awards expected to be forfeited and adjusting the estimate when it is likely to change, as is currently required. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption is permitted in any interim or annual period but all of ASU 2016-09 must be adopted in the same period. The Company is currently evaluating the impact of ASU 2016-09 on the Company’s consolidated results of operations and financial position. |
Discontinued Operations and H25
Discontinued Operations and Held For Sale (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of disposal groups, including discontinued operations, income statement, balance sheet and additional disclosures | The following table provides the Depreciation and amortization and Purchases of property, plant and equipment of AMS for the six months ended June 30 , 2016 and 2015 (in thousands): Six Months Ended June 30, 2016 2015 Cash flows from discontinued operating activities: Net loss $ (91,324 ) $ (385,842 ) Depreciation and amortization $ — $ 11,555 Net cash used in discontinued investing activities: Purchases of property, plant and equipment $ (138 ) $ (2,182 ) The following table provides the operating results of the Discontinued operations, net of tax for the three and six months ended June 30 , 2016 and 2015 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Revenue $ 863 $ 119,940 $ 29,714 $ 238,605 Litigation related and other contingencies, net $ — $ 268,552 $ 2,450 $ 273,752 Asset impairment charges $ 149 $ — $ 21,328 $ 222,753 Loss from discontinued operations before income taxes $ (22,492 ) $ (257,642 ) $ (91,324 ) $ (487,500 ) Income tax expense (benefit) $ 23,724 $ (98,010 ) $ — $ (101,658 ) Discontinued operations, net of tax $ (46,216 ) $ (159,632 ) $ (91,324 ) $ (385,842 ) |
Restructuring and related costs | A summary of expenses related to the Astora restructuring initiative is included below for the three and six months ended June 30, 2016 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2016 Employee separation, retention and other benefit-related costs $ 5,317 $ 21,466 Asset impairment charges 149 21,328 Contract termination charges (424 ) 9,800 Other wind down costs 909 14,030 Total $ 5,951 $ 66,624 |
Schedule of restructuring reserve by type of cost | Changes to this accrual during the six months ended June 30, 2016 were as follows (in thousands): Employee Separation, Retention and Other Benefit-Related Costs Contract Termination Charges Other Restructuring Costs Total Liability balance as of January 1, 2016 $ — $ — $ — $ — Expenses 21,466 9,800 7,351 38,617 Cash distributions (7,763 ) (5,342 ) (4,068 ) (17,173 ) Liability balance as of June 30, 2016 $ 13,703 $ 4,458 $ 3,283 $ 21,444 Changes to this accrual during the six months ended June 30, 2016 were as follows (in thousands): Employee Separation, Retention and Other Benefit-Related Costs Other Restructuring Costs Total Liability balance as of January 1, 2016 $ 5,353 $ 6,910 $ 12,263 Cash distributions (4,837 ) (760 ) (5,597 ) Liability balance as of June 30, 2016 $ 516 $ 6,150 $ 6,666 Changes to the accrual during the six months ended June 30, 2016 were as follows (in thousands): Total Liability balance as of January 1, 2016 $ — Expenses 6,431 Cash payments — Liability balance as of June 30, 2016 $ 6,431 Changes to this accrual during the six months ended June 30, 2016 were as follows (in thousands): Total Liability balance as of January 1, 2016 $ 17,914 Expenses 4,588 Cash distributions (9,906 ) Liability balance as of June 30, 2016 $ 12,596 |
Restructuring (Tables)
Restructuring (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Restructuring and Related Activities [Abstract] | |
Schedule of restructuring reserve by type of cost | Changes to this accrual during the six months ended June 30, 2016 were as follows (in thousands): Employee Separation, Retention and Other Benefit-Related Costs Contract Termination Charges Other Restructuring Costs Total Liability balance as of January 1, 2016 $ — $ — $ — $ — Expenses 21,466 9,800 7,351 38,617 Cash distributions (7,763 ) (5,342 ) (4,068 ) (17,173 ) Liability balance as of June 30, 2016 $ 13,703 $ 4,458 $ 3,283 $ 21,444 Changes to this accrual during the six months ended June 30, 2016 were as follows (in thousands): Employee Separation, Retention and Other Benefit-Related Costs Other Restructuring Costs Total Liability balance as of January 1, 2016 $ 5,353 $ 6,910 $ 12,263 Cash distributions (4,837 ) (760 ) (5,597 ) Liability balance as of June 30, 2016 $ 516 $ 6,150 $ 6,666 Changes to the accrual during the six months ended June 30, 2016 were as follows (in thousands): Total Liability balance as of January 1, 2016 $ — Expenses 6,431 Cash payments — Liability balance as of June 30, 2016 $ 6,431 Changes to this accrual during the six months ended June 30, 2016 were as follows (in thousands): Total Liability balance as of January 1, 2016 $ 17,914 Expenses 4,588 Cash distributions (9,906 ) Liability balance as of June 30, 2016 $ 12,596 |
Acquisitions (Tables)
Acquisitions (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Auxilium Pharmaceuticals, Inc. | |
Business Acquisition [Line Items] | |
Schedule of revenue and net loss of acquired included in Condensed Consolidated Statements of Operations | The amounts of Auxilium Revenue and Net loss attributable to Endo International plc included in the Company’s Condensed Consolidated Statements of Operations from and including January 29, 2015 to June 30, 2015 are as follows (in thousands, except per share data): Revenue $ 155,367 Net loss attributable to Endo International plc $ (110,838 ) Basic net loss per share $ (0.62 ) Diluted net loss per share $ (0.61 ) |
Schedule of pro forma consolidated results | The following supplemental unaudited pro forma information presents the financial results as if the acquisition of Auxilium had occurred on January 1, 2015 for the six months ended June 30, 2015 . This supplemental pro forma information has been prepared for comparative purposes and does not purport to be indicative of what would have occurred had the acquisition been made on January 1, 2015 , nor are they indicative of any future results. Six Months Ended June 30, 2015 Unaudited pro forma consolidated results (in thousands, except per share data): Revenue $ 1,472,869 Net loss attributable to Endo International plc $ (333,583 ) Basic net loss per share $ (1.88 ) Diluted net loss per share $ (1.82 ) |
Par Pharmaceutical Holdings, Inc. | |
Business Acquisition [Line Items] | |
Schedule of recognized identified assets acquired and liabilities assumed | The following table summarizes the fair values of the assets acquired and liabilities assumed at the Par Acquisition Date, including measurement period adjustments since the fair values presented in the Company’s Form 10-K for the year ended December 31, 2015 filed with the Securities and Exchange Commission on February 29, 2016, (in thousands): September 25, 2015 Measurement period adjustments September 25, 2015 Cash and cash equivalents $ 215,612 $ — $ 215,612 Accounts and other receivables 530,664 (13,500 ) 517,164 Inventories 330,406 (1,849 ) 328,557 Prepaid expenses and other current assets 31,124 — 31,124 Deferred income tax assets, current 14,652 660 15,312 Property, plant and equipment 256,293 4,744 261,037 Intangible assets 3,627,000 (154,500 ) 3,472,500 Other assets 8,477 — 8,477 Total identifiable assets $ 5,014,228 $ (164,445 ) $ 4,849,783 Accounts payable and accrued expenses $ 551,614 $ (13,500 ) $ 538,114 Deferred income tax liabilities 1,093,779 (60,995 ) 1,032,784 Other liabilities 16,057 — 16,057 Total liabilities assumed $ 1,661,450 $ (74,495 ) $ 1,586,955 Net identifiable assets acquired $ 3,352,778 $ (89,950 ) $ 3,262,828 Goodwill 4,782,876 89,950 4,872,826 Net assets acquired $ 8,135,654 $ — $ 8,135,654 |
Schedule of valuation of the intangible assets acquired and related amortization periods | The valuation of the intangible assets acquired and related amortization periods are as follows: Valuation (in millions) Amortization period (in years) Developed Technology: Vasostrict ® $ 556.0 8 Aplisol ® 312.4 11 Developed - Other - Non-Partnered (Generic Non-Injectable) 230.4 7 Developed - Other - Partnered (Combined) 164.4 7 Nascobal ® 118.3 9 Developed - Other - Non-Partnered (Generic Injectable) 116.4 10 Other 517.9 9 Total $ 2,015.8 In Process Research & Development (IPR&D): IPR&D 2019 Launch $ 401.0 n/a IPR&D 2018 Launch 283.8 n/a Ezetimibe 147.6 n/a IPR&D 2016 Launch 133.3 n/a Ephedrine Sulphate 128.6 n/a Neostigmine vial 118.6 n/a Other 243.8 n/a Total $ 1,456.7 n/a Total other intangible assets $ 3,472.5 n/a |
Schedule of pro forma consolidated results | The following supplemental unaudited pro forma information presents the financial results as if the acquisition of Par had occurred on January 1, 2015 for the three and six months ended June 30, 2015 . This supplemental pro forma information has been prepared for comparative purposes and does not purport to be indicative of what would have occurred had the acquisition been made on January 1, 2015 , nor are they indicative of any future results. Three Months Ended June 30, 2015 Six Months Ended June 30, 2015 Unaudited pro forma consolidated results (in thousands, except per share data): Revenue $ 1,067,387 $ 2,140,759 Net loss attributable to Endo International plc $ (291,174 ) $ (391,636 ) Basic net loss per share $ (1.57 ) $ (2.21 ) Diluted net loss per share $ (1.57 ) $ (2.14 ) |
Segment Results (Tables)
Segment Results (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Schedule of reportable segments information | The following represents selected information for the Company’s reportable segments for the three and six months ended June 30, 2016 and 2015 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Net revenues to external customers: U.S. Branded Pharmaceuticals $ 288,342 $ 315,913 $ 597,155 $ 600,420 U.S. Generic Pharmaceuticals 565,358 338,326 1,148,748 695,288 International Pharmaceuticals (1) 67,187 80,927 138,523 153,586 Total net revenues to external customers $ 920,887 $ 735,166 $ 1,884,426 $ 1,449,294 Adjusted income from continuing operations before income tax: U.S. Branded Pharmaceuticals $ 122,420 $ 169,067 $ 291,201 $ 327,861 U.S. Generic Pharmaceuticals $ 214,968 $ 146,089 $ 426,736 $ 329,546 International Pharmaceuticals $ 20,615 $ 19,201 $ 42,369 $ 35,767 __________ (1) Revenues generated by our International Pharmaceuticals segment are primarily attributable to Canada, Mexico and South Africa. |
Schedule of reconciliations of consolidated loss from continuing operations before income tax | The table below provides reconciliations of our consolidated loss from continuing operations before income tax , which is determined in accordance with U.S. GAAP, to our segment adjusted income from continuing operations before income tax for the three and six months ended June 30 , 2016 and 2015 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Total consolidated loss from continuing operations before income tax $ (165,465 ) $ (103,614 ) $ (372,943 ) $ (119,991 ) Corporate unallocated costs (1) 161,737 115,050 314,810 226,118 Upfront and milestone payments to partners 2,688 2,135 4,105 4,802 Asset impairment charges (2) 39,951 70,243 169,576 77,243 Acquisition-related and integration items (3) 48,171 44,225 60,725 78,865 Separation benefits and other cost reduction initiatives (4) 22,174 5,780 60,630 47,587 Amortization of intangible assets 212,844 116,987 424,513 212,256 Inventory step-up and certain manufacturing costs that will be eliminated pursuant to integration plans 29,103 48,948 97,579 88,864 Non-cash interest expense related to the 1.75% Convertible Senior Subordinated Notes — 253 — 1,632 Loss on extinguishment of debt — — — 980 Impact of Voltaren ® Gel generic competition — — (7,750 ) — Certain litigation-related charges, net (5) 5,259 6,875 10,459 19,875 Costs associated with unused financing commitments — 2,261 — 14,071 Acceleration of Auxilium employee equity awards at closing — — — 37,603 Other than temporary impairment of equity investment — 18,869 — 18,869 Foreign currency impact related to the remeasurement of intercompany debt instruments 417 2,792 1,672 (18,298 ) Other, net 1,124 3,553 (3,070 ) 2,699 Total segment adjusted income from continuing operations before income tax: $ 358,003 $ 334,357 $ 760,306 $ 693,175 __________ (1) Corporate unallocated costs include interest expense, net, certain corporate overhead costs, such as headcount and facility expenses and certain other income and expenses. (2) Asset impairment charges primarily related to charges to write down intangible assets as further described in Note 9. Goodwill and Other Intangibles . (3) Acquisition-related and integration items include costs directly associated with previous acquisitions of $24.3 million and $47.5 million for the three and six months ended June 30, 2016 , respectively, compared to $46.7 million and $82.2 million for the comparable 2015 periods. In addition, during the three and six months ended June 30, 2016 , there is also a charge for changes in fair value of contingent consideration of $23.9 million and $13.2 million , respectively. During the three and six months ended June 30, 2015 , acquisition-related and integration costs are net of a benefit due to changes in the fair value of contingent consideration of $2.5 million and $3.3 million , respectively. (4) Separation benefits and other cost reduction initiatives include charges to increase excess inventory reserves of $6.4 million and $33.3 million related to the 2016 U.S. Generic Pharmaceuticals restructuring initiative, employee separation costs of $8.4 million and $15.2 million and other restructuring costs of $7.1 million and $11.8 million for the three and six months ended June 30, 2016 , respectively. Amounts in the comparable 2015 periods include employee separation costs of $4.8 million and $37.2 million , respectively, and a $7.9 million charge recorded during the six months ended June 30, 2015, upon the cease use date of our Auxilium subsidiary’s former corporate headquarters, representing the liability for our remaining obligations under the respective lease agreement, net of estimated sublease income. These amounts were primarily recorded as Cost of revenues and Selling, general and administrative expense in our Condensed Consolidated Statements of Operations . See Note 4. Restructuring for discussion of our material restructuring initiatives. (5) These amounts include charges for Litigation-related and other contingencies, net as further described in Note 12. Commitments and Contingencies . |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Financial assets and liabilities measured at fair value on recurring basis | The Company’s financial assets and liabilities measured at fair value on a recurring basis at June 30, 2016 and December 31, 2015 were as follows (in thousands): Fair Value Measurements at Reporting Date using: June 30, 2016 Quoted Prices in Significant Other Significant Total Assets: Money market funds $ 212,532 $ — $ — $ 212,532 Time deposits — 165,000 — 165,000 Equity securities 2,239 — — 2,239 Total $ 214,771 $ 165,000 $ — $ 379,771 Liabilities: Acquisition-related contingent consideration—short-term $ — $ — $ 51,211 $ 51,211 Acquisition-related contingent consideration—long-term — — 84,585 84,585 Total $ — $ — $ 135,796 $ 135,796 At June 30, 2016 , money market funds include $47.5 million in Qualified Settlement Funds to be disbursed to mesh-related product liability claimants. See Note 12. Commitments and Contingencies for further discussion of our product liability cases. Fair Value Measurements at Reporting Date using: December 31, 2015 Quoted Prices in Significant Other Significant Total Assets: Money market funds $ 51,145 $ — $ — $ 51,145 Equity securities 3,889 — — 3,889 Total $ 55,034 $ — $ — $ 55,034 Liabilities: Acquisition-related contingent consideration—short-term $ — $ — $ 65,265 $ 65,265 Acquisition-related contingent consideration—long-term — — 78,237 78,237 Total $ — $ — $ 143,502 $ 143,502 |
Changes to liability for acquisition-related contingent consideration | The following table presents changes to the Company’s liability for acquisition-related contingent consideration, which was measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three and six months ended June 30, 2016 and 2015 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Beginning of period $ 124,511 $ 184,261 $ 143,502 $ 46,005 Amounts acquired — 18,435 — 166,535 Amounts settled (12,646 ) (3,851 ) (22,120 ) (8,574 ) Transfers (in) and/or out of Level 3 — — — — Measurement period adjustments — (7,243 ) — (11,556 ) Changes in fair value recorded in earnings 23,892 (2,520 ) 13,204 (3,328 ) Effect of currency translation 39 — 1,210 — End of period $ 135,796 $ 189,082 $ 135,796 $ 189,082 The following table presents changes to the Company’s liability for acquisition-related contingent consideration during the six months ended June 30, 2016 by acquisition (in thousands): Balance as of December 31, 2015 Acquisitions Fair Value Adjustments and Accretion Payments and Other Balance as of June 30, 2016 Qualitest acquisition $ 1,137 $ — $ (1,137 ) $ — $ — Sumavel acquisition 631 — 55 — 686 Auxilium acquisition 26,435 — 661 (6,986 ) 20,110 Lehigh Valley Technologies, Inc. acquisitions 97,003 — 12,831 (15,134 ) 94,700 Other 18,296 — 2,004 — 20,300 Total $ 143,502 $ — $ 14,414 $ (22,120 ) $ 135,796 |
Summary of available-for-sale securities | The following is a summary of available-for-sale securities held by the Company at June 30, 2016 and December 31, 2015 (in thousands): Available-for-sale Amortized Gross Gross Fair Value June 30, 2016 Money market funds $ 212,532 $ — $ — $ 212,532 Total included in cash and cash equivalents $ 165,001 $ — $ — $ 165,001 Total included in restricted cash and cash equivalents $ 47,531 $ — $ — $ 47,531 Equity securities $ 26 $ 7 $ — $ 33 Total other short-term available-for-sale securities $ 26 $ 7 $ — $ 33 Equity securities $ 1,766 $ 440 $ — $ 2,206 Long-term available-for-sale securities $ 1,766 $ 440 $ — $ 2,206 Available-for-sale Amortized Gross Gross Fair Value December 31, 2015 Money market funds $ 51,145 $ — $ — $ 51,145 Total included in cash and cash equivalents $ 3 $ — $ — $ 3 Total included in restricted cash and cash equivalents $ 51,142 $ — $ — $ 51,142 Equity securities $ 24 $ 10 $ — $ 34 Total other short-term available-for-sale securities $ 24 $ 10 $ — $ 34 Equity securities $ 1,766 $ 2,089 $ — $ 3,855 Long-term available-for-sale securities $ 1,766 $ 2,089 $ — $ 3,855 |
Summary of nonrecurring fair value measurements | The Company’s financial assets and liabilities measured at fair value on a nonrecurring basis as of June 30, 2016 were as follows (in thousands): Fair Value Measurements at Reporting Date using: Total Expense for the Six Months Ended June 30, 2016 Quoted Prices in Significant Other Significant Assets: Certain Astora property, plant and equipment (Note 3) $ — $ — $ — $ (5,041 ) Certain U.S. Generic Pharmaceuticals intangible assets (Note 9) — — 50,459 (169,576 ) Certain Astora intangible assets (Note 3) — — — (16,287 ) Total $ — $ — $ 50,459 $ (190,904 ) |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | Inventories consist of the following at June 30, 2016 and December 31, 2015 (in thousands): June 30, 2016 December 31, 2015 Raw materials (1) $ 222,808 $ 210,038 Work-in-process (1) 97,323 177,821 Finished goods (1) 306,189 364,634 Total $ 626,320 $ 752,493 (1) The components of inventory shown in the table above are net of allowance for obsolescence. |
Goodwill And Other Intangibles
Goodwill And Other Intangibles (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of changes in the carrying amount of goodwill | Changes in the carrying amount of our goodwill for the six months ended June 30, 2016 were as follows (in thousands): Carrying Amount U.S. Branded Pharmaceuticals U.S. Generic Pharmaceuticals International Pharmaceuticals Total Balance as of December 31, 2015: Goodwill $ 1,676,276 $ 5,789,934 $ 592,424 $ 8,058,634 Accumulated impairment losses (673,500 ) — (85,780 ) (759,280 ) Balance as of December 31, 2015 $ 1,002,776 $ 5,789,934 $ 506,644 $ 7,299,354 Measurement period adjustments — 89,950 1,366 91,316 Effect of currency translation on gross balance — — 29,025 29,025 Effect of currency translation on accumulated impairment — — (2,458 ) (2,458 ) Balance as of June 30, 2016: Goodwill $ 1,676,276 $ 5,879,884 $ 622,815 $ 8,178,975 Accumulated impairment losses (673,500 ) — (88,238 ) (761,738 ) $ 1,002,776 $ 5,879,884 $ 534,577 $ 7,417,237 |
Schedule of other intangible assets | The following is a summary of other intangible assets held by the Company at June 30, 2016 and December 31, 2015 (in thousands): Cost basis: Balance as of December 31, 2015 Acquisitions Impairments Other Effect of Currency Translation Balance as of June 30, 2016 Indefinite-lived intangibles: In-process research and development $ 1,742,880 $ (114,200 ) $ (55,100 ) $ (5,156 ) $ 3,208 $ 1,571,632 Total indefinite-lived intangibles $ 1,742,880 $ (114,200 ) $ (55,100 ) $ (5,156 ) $ 3,208 $ 1,571,632 Definite-lived intangibles: Licenses (weighted average life of 12 years) $ 676,867 $ — $ — $ (211,147 ) $ — $ 465,720 Customer relationships (weighted average life of 15 years) 11,318 — (3,460 ) (7,858 ) — — Tradenames (weighted average life of 12 years) 7,537 — — — (74 ) 7,463 Developed technology (weighted average life of 12 years) 6,731,573 (32,300 ) (127,303 ) (1,847 ) 26,113 6,596,236 Total definite-lived intangibles (weighted average life of 12 years) $ 7,427,295 $ (32,300 ) $ (130,763 ) $ (220,852 ) $ 26,039 $ 7,069,419 Total other intangibles $ 9,170,175 $ (146,500 ) $ (185,863 ) $ (226,008 ) $ 29,247 $ 8,641,051 Accumulated amortization: Balance as of December 31, 2015 Amortization Impairments Other Effect of Currency Translation Balance as of June 30, 2016 Definite-lived intangibles: Licenses $ (508,225 ) $ (29,761 ) $ — $ 211,147 $ — $ (326,839 ) Customer relationships (7,858 ) — — 7,858 — — Tradenames (6,544 ) (45 ) — — 10 (6,579 ) Developed technology (818,606 ) (394,707 ) — 5,367 (3,028 ) (1,210,974 ) Total definite-lived intangibles $ (1,341,233 ) $ (424,513 ) $ — $ 224,372 $ (3,018 ) $ (1,544,392 ) Total other intangibles $ (1,341,233 ) $ (424,513 ) $ — $ 224,372 $ (3,018 ) $ (1,544,392 ) Net other intangibles $ 7,828,942 $ 7,096,659 __________ (1) Includes measurement period adjustments relating to the Par acquisition, partially offset by the capitalization of payments relating to XIAFLEX ® . (2) Includes the impairment of certain intangible assets of our U.S. Generic Pharmaceuticals segment of approximately $169.6 million , and the impairment of certain intangible assets in connection with the wind down of our Astora business, with a net impairment of approximately $16.3 million , which is reported as Discontinued operations, net of tax in the Condensed Consolidated Statements of Operations for the six months ended June 30, 2016 . See Note 3. Discontinued Operations and Held for Sale for further information relating to the Astora wind down. (3) Includes the removal of approximately $214.0 million of fully amortized intangible assets relating to expired or terminated licensing agreements in our U.S. Branded Pharmaceuticals segment, including the 2008 Voltaren ® Gel agreement described in Note 10. License and Collaboration Agreements and Natesto TM . In addition, $10.0 million of fully amortized assets were removed in connection with the wind down of our Astora business described above. Additionally, certain IPR&D assets of $5.2 million |
Schedule of future amortization expense | nts in our U.S. Branded Pharmaceuticals segment, including the 2008 Voltaren ® Gel agreement described in Note 10. License and Collaboration Agreements and Natesto TM . In addition, |
Schedule of changes in gross carrying amount of other intangible assets | Changes in the gross carrying amount of our other intangibles for the six months ended June 30, 2016 were as follows (in thousands): Gross December 31, 2015 $ 9,170,175 Impairment of certain Astora intangible assets (26,318 ) Capitalization of payments relating to XIAFLEX ® 8,000 Sale of certain International Pharmaceuticals intangible assets (1,959 ) Impairment of certain U.S. Generic Pharmaceuticals intangible assets (169,576 ) Measurement period adjustments relating to acquisitions closed during 2015 (NOTE 5) (154,500 ) Removal of fully amortized intangible assets relating to expired or terminated licensing agreements (214,018 ) Effect of currency translation 29,247 June 30, 2016 $ 8,641,051 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Debt Instruments [Abstract] | |
Schedule of long-term debt instruments | The following table presents the carrying amounts of the Company’s total indebtedness at June 30, 2016 and December 31, 2015 (in thousands): June 30, 2016 December 31, 2015 Principal Amount Unamortized Discount and Deferred Loan Costs Principal Amount Unamortized Discount and Deferred Loan Costs 7.25% Senior Notes due 2022 $ 400,000 $ (11,709 ) $ 400,000 $ (12,535 ) 5.75% Senior Notes due 2022 700,000 (9,385 ) 700,000 (10,088 ) 5.375% Senior Notes due 2023 750,000 (9,898 ) 750,000 (10,511 ) 6.00% Senior Notes due 2023 1,635,000 (26,230 ) 1,635,000 (27,694 ) 6.00% Senior Notes due 2025 1,200,000 (21,770 ) 1,200,000 (22,713 ) Term Loan A Facility Due 2019 983,125 (11,410 ) 1,017,500 (13,831 ) Term Loan B Facility Due 2022 2,786,000 (46,515 ) 2,800,000 (49,900 ) Revolving Credit Facility — — 225,000 — Other debt 134 — 134 — Total long-term debt, net $ 8,454,259 $ (136,917 ) $ 8,727,634 $ (147,272 ) Less current portion, net 117,454 — 328,705 — Total long-term debt, less current portion, net $ 8,336,805 $ (136,917 ) $ 8,398,929 $ (147,272 ) |
Commitments And Contingencies (
Commitments And Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Changes in Qualified Settlement Funds accounts and product liability balance | The following table presents the changes in the vaginal mesh QSFs and product liability balance during the six months ended June 30, 2016 (in thousands): Qualified Settlement Funds Product Liability Balance as of December 31, 2015 $ 578,970 $ 2,086,176 Additional charges — 2,450 Cash contributions to Qualified Settlement Funds 326,795 — Cash distributions to settle disputes from Qualified Settlement Funds (524,438 ) (524,438 ) Cash distributions to settle disputes — (5,438 ) Other 255 — Balance as of June 30, 2016 $ 381,582 $ 1,558,750 |
Other Comprehensive Income (L34
Other Comprehensive Income (Loss) (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Schedule of tax effects allocated to each component of other comprehensive income | The following table presents the tax effects allocated to each component of Other comprehensive (loss) income for the three months ended June 30, 2016 and 2015 (in thousands): Three Months Ended June 30, 2016 2015 Before- Tax Benefit (Expense) Net-of-Tax Before-Tax Tax (Expense) Benefit Net-of- Net unrealized (loss) gain on securities: Unrealized (loss) gain arising during the period $ (234 ) $ 87 $ (147 ) $ 451 $ (250 ) $ 201 Net unrealized gain (loss) on foreign currency: Foreign currency translation gain (loss) arising during the period (7,866 ) (13,743 ) (21,609 ) 10,516 (2,515 ) 8,001 Other comprehensive (loss) income $ (8,100 ) $ (13,656 ) $ (21,756 ) $ 10,967 $ (2,765 ) $ 8,202 The following table presents the tax effects allocated to each component of Other comprehensive (loss) income for the six months ended June 30, 2016 and 2015 (in thousands): Six Months Ended June 30, 2016 2015 Before- Tax Benefit (Expense) Net-of-Tax Before-Tax Tax (Expense) Benefit Net-of- Net unrealized (loss) gain on securities: Unrealized (loss) gain arising during the period $ (1,620 ) $ 613 $ (1,007 ) $ 2,649 $ (935 ) $ 1,714 Net unrealized gain (loss) on foreign currency: Foreign currency translation gain (loss) arising during the period 46,706 12,448 59,154 (120,863 ) (2,484 ) (123,347 ) Other comprehensive income (loss) $ 45,086 $ 13,061 $ 58,147 $ (118,214 ) $ (3,419 ) $ (121,633 ) |
Schedule of accumulated other comprehensive income (loss) | The following is a summary of the accumulated balances related to each component of Other comprehensive loss, net of taxes, at June 30, 2016 and December 31, 2015 (in thousands): June 30, December 31, Net unrealized gains $ 808 $ 1,815 Foreign currency translation loss (326,904 ) (386,020 ) Accumulated other comprehensive loss $ (326,096 ) $ (384,205 ) |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Stockholders' Equity Note [Abstract] | |
Schedule of changes in stockholders' equity | The following table displays a reconciliation of our beginning and ending balances in shareholders' equity for the six months ended June 30, 2016 (in thousands): Attributable to: Endo Noncontrolling Total Shareholders’ equity at January 1, 2016 $ 5,968,030 $ (54 ) $ 5,967,976 Net income 209,709 16 209,725 Other comprehensive income 58,109 38 58,147 Compensation related to share-based awards 29,585 — 29,585 Tax withholding for restricted shares (10,396 ) — (10,396 ) Exercise of options 1,952 — 1,952 Issuance of ordinary shares related to the employee stock purchase plan 2,729 — 2,729 Other 1,820 — 1,820 Shareholders’ equity at June 30, 2016 $ 6,261,538 $ — $ 6,261,538 The following table displays a reconciliation of our beginning and ending balances in shareholders' equity for the six months ended June 30, 2015 (in thousands): Attributable to: Endo Noncontrolling Total Shareholders’ equity at January 1, 2015 $ 2,374,757 $ 33,456 $ 2,408,213 Net loss (326,137 ) (107 ) (326,244 ) Other comprehensive loss (121,084 ) (549 ) (121,633 ) Compensation related to share-based awards 24,753 — 24,753 Tax withholding for restricted shares (12,570 ) — (12,570 ) Exercise of options 23,440 — 23,440 Buy-out of noncontrolling interests, net of contributions (6,876 ) (32,732 ) (39,608 ) Ordinary shares issued in connection with the Auxilium acquisition 1,519,320 — 1,519,320 Fair value of equity component of acquired Auxilium Notes 278,014 — 278,014 Conversion of Auxilium Notes 145,101 — 145,101 Ordinary shares issued 2,302,281 — 2,302,281 Equity issuance fees (66,956 ) — (66,956 ) Other 17,827 — 17,827 Shareholders’ equity at June 30, 2015 $ 6,151,870 $ 68 $ 6,151,938 |
Other Expense, Net (Tables)
Other Expense, Net (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Component of Operating Income [Abstract] | |
Schedule of components of other income, net | The components of Other expense, net for the three and six months ended June 30, 2016 and 2015 are as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Foreign currency loss (gain), net $ 1,554 $ 2,578 $ 2,550 $ (20,556 ) Equity loss from unconsolidated subsidiaries, net 3,828 900 1,484 1,751 Other than temporary impairment of equity investment — 18,869 — 18,869 Costs associated with unused financing commitments — 2,261 — 14,071 Other miscellaneous, net (207 ) (115 ) (766 ) (1,637 ) Other expense, net $ 5,175 $ 24,493 $ 3,268 $ 12,498 |
Net (Loss) Income Per Share (Ta
Net (Loss) Income Per Share (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Earnings Per Share [Abstract] | |
Reconciliation of the numerator and denominator of basic and diluted net (loss) income per share | The following is a reconciliation of the numerator and denominator of basic and diluted net income (loss) per share for the three and six months ended June 30, 2016 and 2015 (in thousands, except share data): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Numerator: Income (loss) from continuing operations $ 389,812 $ (90,894 ) $ 301,049 $ 59,598 Less: Net income (loss) from continuing operations attributable to noncontrolling interests 18 (107 ) 16 (107 ) Income (loss) from continuing operations attributable to Endo International plc ordinary shareholders $ 389,794 $ (90,787 ) $ 301,033 $ 59,705 Loss from discontinued operations attributable to Endo International plc ordinary shareholders, net of tax (46,216 ) (159,632 ) (91,324 ) (385,842 ) Net income (loss) attributable to Endo International plc ordinary shareholders $ 343,578 $ (250,419 ) $ 209,709 $ (326,137 ) Denominator: For basic per share data—weighted average shares 222,667 185,328 222,485 177,490 Dilutive effect of ordinary share equivalents 195 — 535 2,091 Dilutive effect of various convertible notes and warrants 1 — 1 3,241 For diluted per share data—weighted average shares 222,863 185,328 223,021 182,822 |
Discontinued Operations and H38
Discontinued Operations and Held For Sale (Narrative) (Details) - USD ($) $ in Thousands | Aug. 03, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Upfront cash proceeds | $ 4,108 | $ 4,712 | |||
AMS | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Consideration received | $ 1,650,000 | ||||
Upfront cash proceeds | 1,600,000 | ||||
Asset impairment charges | $ 149 | $ 0 | $ 21,328 | $ 222,753 | |
AMS | Maximum | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Potential milestone payment | $ 50,000 |
Discontinued Operations and H39
Discontinued Operations and Held For Sale (Operating Results of Discontinued Operations) (Details) - AMS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Revenue | $ 863 | $ 119,940 | $ 29,714 | $ 238,605 |
Litigation related and other contingencies, net | 0 | 268,552 | 2,450 | 273,752 |
Asset impairment charges | 149 | 0 | 21,328 | 222,753 |
Loss from discontinued operations before income taxes | (22,492) | (257,642) | (91,324) | (487,500) |
Income tax expense (benefit) | 23,724 | (98,010) | 0 | (101,658) |
Discontinued operations, net of tax | $ (46,216) | $ (159,632) | $ (91,324) | $ (385,842) |
Discontinued Operations and H40
Discontinued Operations and Held For Sale (Cash Flow Activities) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Net cash used in discontinued investing activities: | ||||
Purchases of property, plant and equipment | $ (53,705) | $ (38,621) | ||
AMS | ||||
Cash flows from discontinued operating activities: | ||||
Net loss | $ (46,216) | $ (159,632) | (91,324) | (385,842) |
Depreciation and amortization | 0 | 11,555 | ||
Net cash used in discontinued investing activities: | ||||
Purchases of property, plant and equipment | $ (138) | $ (2,182) |
Discontinued Operations and H41
Discontinued Operations and Held For Sale (Summary of Restructuring Expenses) (Details) - Astora Restructuring - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring expenses | $ 5,951,000 | $ 0 | $ 66,624,000 | $ 0 |
Employee separation, retention and other benefit-related costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring expenses | 5,317,000 | 21,466,000 | ||
Asset impairment charges | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring expenses | 149,000 | 21,328,000 | ||
Contract termination charges | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring expenses | (424,000) | 9,800,000 | ||
Other wind down costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring expenses | $ 909,000 | $ 14,030,000 |
Discontinued Operations and H42
Discontinued Operations and Held For Sale (Summary of Restructuring Activities) (Details) - Astora Restructuring $ in Thousands | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Restructuring Reserve [Roll Forward] | |
Beginning liability balance | $ 0 |
Expenses | 38,617 |
Cash distributions | (17,173) |
Ending liability balance | 21,444 |
Employee Separation, Retention and Other Benefit-Related Costs | |
Restructuring Reserve [Roll Forward] | |
Beginning liability balance | 0 |
Expenses | 21,466 |
Cash distributions | (7,763) |
Ending liability balance | 13,703 |
Contract Termination Charges | |
Restructuring Reserve [Roll Forward] | |
Beginning liability balance | 0 |
Expenses | 9,800 |
Cash distributions | (5,342) |
Ending liability balance | 4,458 |
Other Restructuring Costs | |
Restructuring Reserve [Roll Forward] | |
Beginning liability balance | 0 |
Expenses | 7,351 |
Cash distributions | (4,068) |
Ending liability balance | $ 3,283 |
Discontinued Operations and H43
Discontinued Operations and Held For Sale (Astora Restructuring Narrative) (Details) - Astora Restructuring | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2016USD ($) | Mar. 31, 2016employee | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Dec. 31, 2015USD ($) | |
Restructuring Cost and Reserve [Line Items] | ||||||
Number of positions reduced | employee | 250 | |||||
Restructuring expenses | $ 5,951,000 | $ 0 | $ 66,624,000 | $ 0 | ||
Expected restructuring costs remaining | 4,300,000 | 4,300,000 | ||||
Restructuring reserve | $ 21,444,000 | $ 21,444,000 | $ 0 |
Restructuring (Narrative) (Deta
Restructuring (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2016 | Mar. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | Sep. 25, 2015 | Jan. 29, 2015 | |
Restructuring Cost and Reserve [Line Items] | ||||||
Impairment of intangible assets | $ 185,863 | |||||
2015 US Generic Pharmaceuticals Restructuring | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Expected positions eliminated (percent) | 6.00% | |||||
Restructuring expenses | $ 1,100 | 4,588 | ||||
Restructuring reserve | 12,596 | 12,596 | $ 17,914 | |||
Accelerated depreciation | 3,400 | 2,700 | ||||
Other charges | 2,700 | 3,400 | ||||
2015 US Generic Pharmaceuticals Restructuring | Selling, general and administrative expenses | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Expected accelerated depreciation | 7,400 | |||||
2015 US Generic Pharmaceuticals Restructuring | Employee Separation, Retention and Other Benefit-Related Costs | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Expected restructuring costs remaining | 600 | 600 | ||||
2016 US Generic Pharmaceuticals Restructuring | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring expenses | 6,431 | |||||
Restructuring reserve | 6,431 | 6,431 | 0 | |||
Expected restructuring costs | 200,000 | 200,000 | ||||
Restructuring costs incurred | 18,900 | 146,200 | ||||
2016 US Generic Pharmaceuticals Restructuring | Employee Separation, Retention and Other Benefit-Related Costs | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring expenses | 6,400 | 6,400 | ||||
2016 US Generic Pharmaceuticals Restructuring | Asset Impairment Charges | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Impairment of intangible assets | $ 100,300 | 100,300 | ||||
2016 US Generic Pharmaceuticals Restructuring | Excess Inventory Reserve Write-Offs | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring expenses | 6,400 | 33,300 | ||||
Auxilium Restructuring | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Expected positions eliminated (percent) | 40.00% | |||||
Restructuring reserve | 6,666 | 6,666 | 12,263 | |||
Auxilium Restructuring | Employee Separation, Retention and Other Benefit-Related Costs | ||||||
Restructuring Cost and Reserve [Line Items] | ||||||
Restructuring reserve | $ 516 | $ 516 | $ 5,353 |
Restructuring (Changes to Restr
Restructuring (Changes to Restructuring Accrual) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2016 | Jun. 30, 2016 | |
2015 US Generic Pharmaceuticals Restructuring | ||
Restructuring Reserve [Roll Forward] | ||
Beginning liability balance | $ 17,914 | |
Expenses | $ 1,100 | 4,588 |
Cash payments/distributions | (9,906) | |
Ending liability balance | 12,596 | 12,596 |
2016 US Generic Pharmaceuticals Restructuring | ||
Restructuring Reserve [Roll Forward] | ||
Beginning liability balance | 0 | |
Expenses | 6,431 | |
Cash payments/distributions | 0 | |
Ending liability balance | 6,431 | 6,431 |
2016 US Generic Pharmaceuticals Restructuring | Employee Separation, Retention and Other Benefit-Related Costs | ||
Restructuring Reserve [Roll Forward] | ||
Expenses | 6,400 | 6,400 |
2016 US Generic Pharmaceuticals Restructuring | Other Restructuring Costs | ||
Restructuring Reserve [Roll Forward] | ||
Expenses | 7,100 | 11,800 |
Auxilium Restructuring | ||
Restructuring Reserve [Roll Forward] | ||
Beginning liability balance | 12,263 | |
Cash payments/distributions | (5,597) | |
Ending liability balance | 6,666 | 6,666 |
Auxilium Restructuring | Employee Separation, Retention and Other Benefit-Related Costs | ||
Restructuring Reserve [Roll Forward] | ||
Beginning liability balance | 5,353 | |
Cash payments/distributions | (4,837) | |
Ending liability balance | 516 | 516 |
Auxilium Restructuring | Other Restructuring Costs | ||
Restructuring Reserve [Roll Forward] | ||
Beginning liability balance | 6,910 | |
Cash payments/distributions | (760) | |
Ending liability balance | $ 6,150 | $ 6,150 |
Acquisitions (Schedule Of Reven
Acquisitions (Schedule Of Revenue And Income And Net Loss Included In Consolidated Statements of Operations) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 5 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||||
Total net revenues to external customers | $ 920,887 | $ 735,166 | $ 1,884,426 | $ 1,449,294 | |
Net loss attributable to Endo International plc | $ 343,578 | $ (250,419) | $ 209,709 | $ (326,137) | |
Basic net loss per share (in dollars per share) | $ 1.54 | $ (1.35) | $ 0.94 | $ (1.84) | |
Diluted net loss per share (in dollars per share) | $ 1.54 | $ (1.35) | $ 0.94 | $ (1.78) | |
Auxilium Pharmaceuticals, Inc. | |||||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||||
Total net revenues to external customers | $ 155,367 | ||||
Net loss attributable to Endo International plc | $ (110,838) | ||||
Basic net loss per share (in dollars per share) | $ (0.62) | ||||
Diluted net loss per share (in dollars per share) | $ (0.61) |
Acquisitions (Schedule Of Pro F
Acquisitions (Schedule Of Pro Forma Consolidated Results) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2015 | Jun. 30, 2015 | |
Auxilium Pharmaceuticals, Inc. | ||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||
Revenue | $ 1,472,869 | |
Net loss attributable to Endo International plc | $ (333,583) | |
Basic net income (loss) income per share (in dollars per share) | $ (1.88) | |
Diluted net income (loss) income per share (in dollars per share) | $ (1.82) | |
Par Pharmaceutical Holdings, Inc. | ||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | ||
Revenue | $ 1,067,387 | $ 2,140,759 |
Net loss attributable to Endo International plc | $ (291,174) | $ (391,636) |
Basic net income (loss) income per share (in dollars per share) | $ (1.57) | $ (2.21) |
Diluted net income (loss) income per share (in dollars per share) | $ (1.57) | $ (2.14) |
Acquisitions (Schedule Of Fair
Acquisitions (Schedule Of Fair Values Of The Assets Acquired And Liabilities Assumed At The Acquisition Date) (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | Sep. 25, 2015 |
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||
Goodwill | $ 7,417,237 | $ 7,299,354 | |
Par Pharmaceutical Holdings, Inc. | |||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||
Cash and cash equivalents | $ 215,612 | ||
Accounts and other receivables | 517,164 | ||
Inventories | 328,557 | ||
Prepaid expenses and other current assets | 31,124 | ||
Deferred income tax assets, current | 15,312 | ||
Property, plant and equipment | 261,037 | ||
Intangible assets | 3,472,500 | ||
Other assets | 8,477 | ||
Total identifiable assets | 4,849,783 | ||
Accounts payable and accrued expenses | 538,114 | ||
Deferred income tax liabilities | 1,032,784 | ||
Other liabilities | 16,057 | ||
Total liabilities assumed | 1,586,955 | ||
Net identifiable assets acquired | 3,262,828 | ||
Goodwill | 4,872,826 | ||
Net assets acquired | 8,135,654 | ||
Par Pharmaceutical Holdings, Inc. | Initially Reported | |||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||
Cash and cash equivalents | 215,612 | ||
Accounts and other receivables | 530,664 | ||
Inventories | 330,406 | ||
Prepaid expenses and other current assets | 31,124 | ||
Deferred income tax assets, current | 14,652 | ||
Property, plant and equipment | 256,293 | ||
Intangible assets | 3,627,000 | ||
Other assets | 8,477 | ||
Total identifiable assets | 5,014,228 | ||
Accounts payable and accrued expenses | 551,614 | ||
Deferred income tax liabilities | 1,093,779 | ||
Other liabilities | 16,057 | ||
Total liabilities assumed | 1,661,450 | ||
Net identifiable assets acquired | 3,352,778 | ||
Goodwill | 4,782,876 | ||
Net assets acquired | $ 8,135,654 | ||
Par Pharmaceutical Holdings, Inc. | Adjustment | |||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||
Cash and cash equivalents | 0 | ||
Accounts and other receivables | (13,500) | ||
Inventories | (1,849) | ||
Prepaid expenses and other current assets | 0 | ||
Deferred income tax assets, current | 660 | ||
Property, plant and equipment | 4,744 | ||
Intangible assets | (154,500) | ||
Other assets | 0 | ||
Total identifiable assets | (164,445) | ||
Accounts payable and accrued expenses | (13,500) | ||
Deferred income tax liabilities | (60,995) | ||
Other liabilities | 0 | ||
Total liabilities assumed | (74,495) | ||
Net identifiable assets acquired | (89,950) | ||
Goodwill | 89,950 | ||
Net assets acquired | $ 0 |
Acquisitions (Schedule Of Valua
Acquisitions (Schedule Of Valuation Of The Intangible Assets Acquired And Related Amortization Periods) (Details) - Par Pharmaceutical Holdings, Inc. $ in Millions | Sep. 25, 2015USD ($) |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Valuation | $ 3,472.5 |
In-process research and development | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Valuation | 1,456.7 |
In-process research and development | IPR&D 2019 Launch | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Valuation | 401 |
In-process research and development | IPR&D 2018 Launch | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Valuation | 283.8 |
In-process research and development | Ezetimibe | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Valuation | 147.6 |
In-process research and development | IPR&D 2016 Launch | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Valuation | 133.3 |
In-process research and development | Ephedrine Sulphate | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Valuation | 128.6 |
In-process research and development | Neostigmine vial | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Valuation | 118.6 |
In-process research and development | Other IPR&D | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Valuation | 243.8 |
Developed Technology | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Valuation | 2,015.8 |
Developed Technology | Vasostrict® | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Valuation | $ 556 |
Amortization period | 8 years |
Developed Technology | Aplisol® | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Valuation | $ 312.4 |
Amortization period | 11 years |
Developed Technology | Developed - Other - Non-Partnered (Generic Non-Injectable) | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Valuation | $ 230.4 |
Amortization period | 7 years |
Developed Technology | Developed - Other - Partnered (Combined) | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Valuation | $ 164.4 |
Amortization period | 7 years |
Developed Technology | Nascobal® | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Valuation | $ 118.3 |
Amortization period | 9 years |
Developed Technology | Developed - Other - Non-Partnered (Generic Injectable) | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Valuation | $ 116.4 |
Amortization period | 10 years |
Developed Technology | Other Developed Technology | |
Acquired Finite-Lived Intangible Assets [Line Items] | |
Valuation | $ 517.9 |
Amortization period | 9 years |
Acquisitions (Auxilium Pharmace
Acquisitions (Auxilium Pharmaceuticals, Inc.) (Narrative) (Details) - USD ($) | Jan. 29, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 |
Business Acquisition [Line Items] | |||||
Acquisition-related and integration items | $ 48,171,000 | $ 44,225,000 | $ 60,725,000 | $ 78,865,000 | |
Amortization of intangible assets | 424,513,000 | ||||
Auxilium Pharmaceuticals, Inc. | |||||
Business Acquisition [Line Items] | |||||
Aggregate consideration transferred | $ 2,600,000,000 | ||||
Interest expense | 1,100,000 | ||||
Amortization of intangible assets | 8,800,000 | ||||
Auxilium Pharmaceuticals, Inc. | Acquisition-Related And Integration Items | |||||
Business Acquisition [Line Items] | |||||
Acquisition-related and integration items | $ 0 | $ 23,100,000 |
Acquisitions (Par Pharmaceutica
Acquisitions (Par Pharmaceutical Holdings, Inc.) (Narrative) (Details) - USD ($) | Sep. 25, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 |
Business Acquisition [Line Items] | |||||
Amortization of intangible assets | $ (424,513,000) | ||||
Minimum | |||||
Business Acquisition [Line Items] | |||||
Discount rate range (percent) | 3.00% | ||||
Maximum | |||||
Business Acquisition [Line Items] | |||||
Discount rate range (percent) | 22.00% | ||||
Par Pharmaceutical Holdings, Inc. | |||||
Business Acquisition [Line Items] | |||||
Aggregate consideration transferred | $ 8,140,000,000 | ||||
Ordinary shares issued, shares | 18,069,899 | ||||
Equity consideration | $ 1,330,000,000 | ||||
Reduction of expenses | $ 0 | $ 3,800,000 | |||
Amortization of intangible assets | $ (46,200,000) | 3,100,000 | $ (84,400,000) | ||
Amortization of inventory step-up | $ 700,000 | ||||
Goodwill expected to be deductible for income tax purposes | $ 34,200,000 | ||||
Interest expense | $ 0 | $ 6,800,000 | |||
Par Pharmaceutical Holdings, Inc. | Minimum | |||||
Business Acquisition [Line Items] | |||||
Discount rate range (percent) | 9.00% | ||||
Par Pharmaceutical Holdings, Inc. | Maximum | |||||
Business Acquisition [Line Items] | |||||
Discount rate range (percent) | 10.50% |
Acquisitions (Aspen Holdings) (
Acquisitions (Aspen Holdings) (Narrative) (Details) $ in Thousands | Oct. 01, 2015USD ($)country | Jun. 30, 2016USD ($) | Dec. 31, 2015USD ($) |
Business Acquisition [Line Items] | |||
Goodwill | $ 7,417,237 | $ 7,299,354 | |
Aspen Holdings | |||
Business Acquisition [Line Items] | |||
Number of countries the company operates in | country | 150 | ||
Payments to acquire business | $ 135,600 | ||
Net identifiable assets acquired | 127,800 | ||
Goodwill | 7,800 | ||
Intangible assets | $ 118,400 | ||
Estimated useful life | 19 years | ||
Inventories | $ 9,400 |
Segment Results (Schedule Of Re
Segment Results (Schedule Of Reportable Segments Information) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Segment Reporting Information [Line Items] | ||||
Total net revenues to external customers | $ 920,887 | $ 735,166 | $ 1,884,426 | $ 1,449,294 |
Corporate unallocated | Adjustment | ||||
Segment Reporting Information [Line Items] | ||||
Costs and expenses | 5,900 | 13,500 | ||
U.S. Branded Pharmaceuticals | Adjustment | ||||
Segment Reporting Information [Line Items] | ||||
Costs and expenses | 500 | 1,100 | ||
U.S. Branded Pharmaceuticals | Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total net revenues to external customers | 288,342 | 315,913 | 597,155 | 600,420 |
Adjusted income (loss) from continuing operations before income tax | 122,420 | 169,067 | 291,201 | 327,861 |
U.S. Generic Pharmaceuticals | Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total net revenues to external customers | 565,358 | 338,326 | 1,148,748 | 695,288 |
Adjusted income (loss) from continuing operations before income tax | 214,968 | 146,089 | 426,736 | 329,546 |
International Pharmaceuticals | Adjustment | ||||
Segment Reporting Information [Line Items] | ||||
Costs and expenses | (6,400) | (14,600) | ||
International Pharmaceuticals | Operating Segments [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Total net revenues to external customers | 67,187 | 80,927 | 138,523 | 153,586 |
Adjusted income (loss) from continuing operations before income tax | $ 20,615 | $ 19,201 | $ 42,369 | $ 35,767 |
Segment Results (Schedule Of 54
Segment Results (Schedule Of Reconciliations Of Consolidated Adjusted Income (Loss) Before Income Tax) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | |||||
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAX | $ (165,465) | $ (103,614) | $ (372,943) | $ (119,991) | |
Asset impairment charges | 39,951 | 70,243 | 169,576 | 77,243 | |
Acquisition-related and integration items | 48,171 | 44,225 | 60,725 | 78,865 | |
Amortization of intangible assets | 424,513 | ||||
Loss on extinguishment of debt | 0 | 0 | 0 | 980 | |
Costs associated with unused financing commitments | 0 | 2,261 | 0 | 14,071 | |
Acceleration of Auxilium employee equity awards at closing | 37,600 | ||||
Other than temporary impairment of equity investment | 0 | 18,869 | 0 | 18,869 | |
Transaction costs | 24,300 | 46,700 | 47,500 | 82,200 | |
Change in fair value of contingent consideration | 23,892 | (2,520) | 13,204 | (3,328) | |
Severance costs | 8,400 | 4,800 | 15,200 | 37,200 | |
Remaining lease obligations net of sublease income | 7,900 | ||||
2016 US Generic Pharmaceuticals Restructuring | |||||
Segment Reporting Information [Line Items] | |||||
Restructuring expenses | 6,431 | ||||
2016 US Generic Pharmaceuticals Restructuring | Inventory Write-Offs | |||||
Segment Reporting Information [Line Items] | |||||
Restructuring expenses | 6,400 | 33,300 | |||
2016 US Generic Pharmaceuticals Restructuring | Other Restructuring Costs | |||||
Segment Reporting Information [Line Items] | |||||
Restructuring expenses | $ 7,100 | $ 11,800 | |||
1.75% Convertible Senior Subordinated Notes due 2015 | |||||
Segment Reporting Information [Line Items] | |||||
Interest rate (as a percent) | 1.75% | 1.75% | 1.75% | ||
Segment Reconciling Items [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Corporate unallocated costs | $ 161,737 | 115,050 | $ 314,810 | 226,118 | |
Upfront and milestone payments to partners | 2,688 | 2,135 | 4,105 | 4,802 | |
Asset impairment charges | 39,951 | 70,243 | 169,576 | 77,243 | |
Acquisition-related and integration items | 48,171 | 44,225 | 60,725 | 78,865 | |
Separation benefits and other cost reduction initiatives | 22,174 | 5,780 | 60,630 | 47,587 | |
Amortization of intangible assets | 212,844 | 116,987 | 424,513 | 212,256 | |
Inventory step-up and certain manufacturing costs that will be eliminated pursuant to integration plans | 29,103 | 48,948 | 97,579 | 88,864 | |
Non-cash interest expense related to the 1.75% Convertible Senior Subordinated Notes | 0 | 253 | 0 | 1,632 | |
Loss on extinguishment of debt | 0 | 0 | 0 | 980 | |
Impact of Voltaren® Gel generic competition | 0 | 0 | (7,750) | 0 | |
Certain litigation-related charges, net | 5,259 | 6,875 | 10,459 | 19,875 | |
Costs associated with unused financing commitments | 0 | 2,261 | 0 | 14,071 | |
Acceleration of Auxilium employee equity awards at closing | 0 | 0 | 0 | 37,603 | |
Other than temporary impairment of equity investment | 0 | 18,869 | 0 | 18,869 | |
Foreign currency impact related to the remeasurement of intercompany debt instruments | 417 | 2,792 | 1,672 | (18,298) | |
Other, net | 1,124 | 3,553 | (3,070) | 2,699 | |
Operating Segments [Member] | |||||
Segment Reporting Information [Line Items] | |||||
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAX | $ 358,003 | $ 334,357 | $ 760,306 | $ 693,175 |
Fair Value Measurements (Narrat
Fair Value Measurements (Narrative) (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016USD ($)$ / derivatives | Dec. 31, 2015USD ($) | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Net asset value required to be maintained by money market funds (Per Unit) | $ / derivatives | 1 | |
Minimum | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Discount rate range (percent) | 3.00% | |
Maximum | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Discount rate range (percent) | 22.00% | |
Restricted cash and cash equivalents | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Available-for-sale securities, amortized cost | $ 47,531 | $ 51,142 |
Paladin Labs Inc. | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Joint venture investments | $ 6,000 |
Fair Value Measurements (Financ
Fair Value Measurements (Financial Assets And Liabilities Measured At Fair Value On Recurring Basis) (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Assets: | ||
Fair value of financial assets measured on recurring basis | $ 379,771 | $ 55,034 |
Liabilities: | ||
Fair value of financial liabilities measured on recurring basis | 135,796 | 143,502 |
Acquisition-related contingent consideration—short-term | ||
Liabilities: | ||
Fair value of financial liabilities measured on recurring basis | 51,211 | 65,265 |
Acquisition-related contingent consideration—long-term | ||
Liabilities: | ||
Fair value of financial liabilities measured on recurring basis | 84,585 | 78,237 |
Money market funds | ||
Assets: | ||
Fair value of financial assets measured on recurring basis | 212,532 | 51,145 |
Time deposits | ||
Assets: | ||
Fair value of financial assets measured on recurring basis | 165,000 | |
Equity securities | ||
Assets: | ||
Fair value of financial assets measured on recurring basis | 2,239 | 3,889 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | ||
Assets: | ||
Fair value of financial assets measured on recurring basis | 214,771 | 55,034 |
Liabilities: | ||
Fair value of financial liabilities measured on recurring basis | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Acquisition-related contingent consideration—short-term | ||
Liabilities: | ||
Fair value of financial liabilities measured on recurring basis | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Acquisition-related contingent consideration—long-term | ||
Liabilities: | ||
Fair value of financial liabilities measured on recurring basis | 0 | 0 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Money market funds | ||
Assets: | ||
Fair value of financial assets measured on recurring basis | 212,532 | 51,145 |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Time deposits | ||
Assets: | ||
Fair value of financial assets measured on recurring basis | 0 | |
Quoted Prices in Active Markets for Identical Assets (Level 1) | Equity securities | ||
Assets: | ||
Fair value of financial assets measured on recurring basis | 2,239 | 3,889 |
Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Fair value of financial assets measured on recurring basis | 165,000 | 0 |
Liabilities: | ||
Fair value of financial liabilities measured on recurring basis | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Acquisition-related contingent consideration—short-term | ||
Liabilities: | ||
Fair value of financial liabilities measured on recurring basis | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Acquisition-related contingent consideration—long-term | ||
Liabilities: | ||
Fair value of financial liabilities measured on recurring basis | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Money market funds | ||
Assets: | ||
Fair value of financial assets measured on recurring basis | 0 | 0 |
Significant Other Observable Inputs (Level 2) | Time deposits | ||
Assets: | ||
Fair value of financial assets measured on recurring basis | 165,000 | |
Significant Other Observable Inputs (Level 2) | Equity securities | ||
Assets: | ||
Fair value of financial assets measured on recurring basis | 0 | 0 |
Significant Unobservable Inputs (Level 3) | ||
Assets: | ||
Fair value of financial assets measured on recurring basis | 0 | 0 |
Liabilities: | ||
Fair value of financial liabilities measured on recurring basis | 135,796 | 143,502 |
Significant Unobservable Inputs (Level 3) | Acquisition-related contingent consideration—short-term | ||
Liabilities: | ||
Fair value of financial liabilities measured on recurring basis | 51,211 | 65,265 |
Significant Unobservable Inputs (Level 3) | Acquisition-related contingent consideration—long-term | ||
Liabilities: | ||
Fair value of financial liabilities measured on recurring basis | 84,585 | 78,237 |
Significant Unobservable Inputs (Level 3) | Money market funds | ||
Assets: | ||
Fair value of financial assets measured on recurring basis | 0 | 0 |
Significant Unobservable Inputs (Level 3) | Time deposits | ||
Assets: | ||
Fair value of financial assets measured on recurring basis | 0 | |
Significant Unobservable Inputs (Level 3) | Equity securities | ||
Assets: | ||
Fair value of financial assets measured on recurring basis | $ 0 | $ 0 |
Fair Value Measurements (Fina57
Fair Value Measurements (Financial Liabilities Measured At Fair Value On Recurring Basis Using Significant Unobservable Inputs) (Details) - Acquisition-related contingent consideration - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning of period | $ 124,511 | $ 184,261 | $ 143,502 | $ 46,005 |
Amounts acquired | 0 | 18,435 | 0 | 166,535 |
Fair Value Adjustments and Accretion | 14,414 | |||
Amounts settled | (12,646) | (3,851) | (22,120) | (8,574) |
Transfers (in) and/or out of Level 3 | 0 | 0 | 0 | 0 |
Measurement period adjustments | 0 | (7,243) | 0 | (11,556) |
Changes in fair value recorded in earnings | 23,892 | (2,520) | 13,204 | (3,328) |
Effect of currency translation | 39 | 0 | 1,210 | 0 |
End of period | 135,796 | $ 189,082 | 135,796 | $ 189,082 |
Qualitest acquisition | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning of period | 1,137 | |||
Amounts acquired | 0 | |||
Fair Value Adjustments and Accretion | (1,137) | |||
Amounts settled | 0 | |||
End of period | 0 | 0 | ||
Sumavel acquisition | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning of period | 631 | |||
Amounts acquired | 0 | |||
Fair Value Adjustments and Accretion | 55 | |||
Amounts settled | 0 | |||
End of period | 686 | 686 | ||
Auxilium acquisition | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning of period | 26,435 | |||
Amounts acquired | 0 | |||
Fair Value Adjustments and Accretion | 661 | |||
Amounts settled | (6,986) | |||
End of period | 20,110 | 20,110 | ||
Lehigh Valley Technologies, Inc. acquisitions | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning of period | 97,003 | |||
Amounts acquired | 0 | |||
Fair Value Adjustments and Accretion | 12,831 | |||
Amounts settled | (15,134) | |||
End of period | 94,700 | 94,700 | ||
Other | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning of period | 18,296 | |||
Amounts acquired | 0 | |||
Fair Value Adjustments and Accretion | 2,004 | |||
Amounts settled | 0 | |||
End of period | $ 20,300 | $ 20,300 |
Fair Value Measurements (Summar
Fair Value Measurements (Summary Of Available-For-Sale Securities) (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Cash and cash equivalents | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | $ 165,001 | $ 3 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized (Losses) | 0 | 0 |
Fair Value | 165,001 | 3 |
Restricted cash and cash equivalents | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 47,531 | 51,142 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized (Losses) | 0 | 0 |
Fair Value | 47,531 | 51,142 |
Short-term available for sale securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 26 | 24 |
Gross Unrealized Gains | 7 | 10 |
Gross Unrealized (Losses) | 0 | 0 |
Fair Value | 33 | 34 |
Long-term available-for-sale securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 1,766 | 1,766 |
Gross Unrealized Gains | 440 | 2,089 |
Gross Unrealized (Losses) | 0 | 0 |
Fair Value | 2,206 | 3,855 |
Money market funds | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 212,532 | 51,145 |
Gross Unrealized Gains | 0 | 0 |
Gross Unrealized (Losses) | 0 | 0 |
Fair Value | 212,532 | 51,145 |
Equity securities | Short-term available for sale securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 26 | 24 |
Gross Unrealized Gains | 7 | 10 |
Gross Unrealized (Losses) | 0 | 0 |
Fair Value | 33 | 34 |
Equity securities | Long-term available-for-sale securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 1,766 | 1,766 |
Gross Unrealized Gains | 440 | 2,089 |
Gross Unrealized (Losses) | 0 | 0 |
Fair Value | $ 2,206 | $ 3,855 |
Fair Value Measurements (Schedu
Fair Value Measurements (Schedule of Financial Assets Measured At Fair Value On A Nonrecurring Basis) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Asset impairment charges | $ (39,951) | $ (70,243) | $ (169,576) | $ (77,243) |
Fair value, measurements, nonrecurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Total income (expense) from assets | (190,904) | |||
Fair value, measurements, nonrecurring | U.S. Generic Pharmaceuticals | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Total income (expense) from intangible assets | (169,576) | |||
Fair value, measurements, nonrecurring | Astora | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Asset impairment charges | (5,041) | |||
Total income (expense) from intangible assets | (16,287) | |||
Fair value, measurements, nonrecurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Total | 0 | 0 | ||
Fair value, measurements, nonrecurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | U.S. Generic Pharmaceuticals | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Certain segment intangible assets | 0 | 0 | ||
Fair value, measurements, nonrecurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Astora | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Property, plant and equipment | 0 | 0 | ||
Certain segment intangible assets | 0 | 0 | ||
Fair value, measurements, nonrecurring | Significant Other Observable Inputs (Level 2) | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Total | 0 | 0 | ||
Fair value, measurements, nonrecurring | Significant Other Observable Inputs (Level 2) | U.S. Generic Pharmaceuticals | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Certain segment intangible assets | 0 | 0 | ||
Fair value, measurements, nonrecurring | Significant Other Observable Inputs (Level 2) | Astora | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Property, plant and equipment | 0 | 0 | ||
Certain segment intangible assets | 0 | 0 | ||
Fair value, measurements, nonrecurring | Significant Unobservable Inputs (Level 3) | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Total | 50,459 | 50,459 | ||
Fair value, measurements, nonrecurring | Significant Unobservable Inputs (Level 3) | U.S. Generic Pharmaceuticals | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Certain segment intangible assets | 50,459 | 50,459 | ||
Fair value, measurements, nonrecurring | Significant Unobservable Inputs (Level 3) | Astora | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Property, plant and equipment | 0 | 0 | ||
Certain segment intangible assets | $ 0 | $ 0 |
Inventories (Schedule Of Invent
Inventories (Schedule Of Inventories) (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 222,808 | $ 210,038 |
Work-in-process | 97,323 | 177,821 |
Finished goods | 306,189 | 364,634 |
Total | 626,320 | 752,493 |
Long-term inventory | 30,200 | 24,900 |
Inventories not yet available for sale | $ 29,900 | $ 12,000 |
Goodwill And Other Intangible61
Goodwill And Other Intangibles (Schedule Of Changes In The Carrying Amount Of Goodwill) (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, gross, beginning balance | $ 8,058,634 |
Accumulated impairment losses, beginning balance | (759,280) |
Goodwill, beginning balance | 7,299,354 |
Measurement period adjustments | 91,316 |
Effect of currency translation on gross balance | 29,025 |
Effect of currency translation on accumulated impairment | (2,458) |
Goodwill, gross, ending balance | 8,178,975 |
Accumulated impairment losses, ending balance | (761,738) |
Goodwill, ending balance | 7,417,237 |
U.S. Branded Pharmaceuticals | |
Goodwill [Roll Forward] | |
Goodwill, gross, beginning balance | 1,676,276 |
Accumulated impairment losses, beginning balance | (673,500) |
Goodwill, beginning balance | 1,002,776 |
Measurement period adjustments | 0 |
Effect of currency translation on gross balance | 0 |
Effect of currency translation on accumulated impairment | 0 |
Goodwill, gross, ending balance | 1,676,276 |
Accumulated impairment losses, ending balance | (673,500) |
Goodwill, ending balance | 1,002,776 |
U.S. Generic Pharmaceuticals | |
Goodwill [Roll Forward] | |
Goodwill, gross, beginning balance | 5,789,934 |
Accumulated impairment losses, beginning balance | 0 |
Goodwill, beginning balance | 5,789,934 |
Measurement period adjustments | 89,950 |
Effect of currency translation on gross balance | 0 |
Effect of currency translation on accumulated impairment | 0 |
Goodwill, gross, ending balance | 5,879,884 |
Accumulated impairment losses, ending balance | 0 |
Goodwill, ending balance | 5,879,884 |
International Pharmaceuticals | |
Goodwill [Roll Forward] | |
Goodwill, gross, beginning balance | 592,424 |
Accumulated impairment losses, beginning balance | (85,780) |
Goodwill, beginning balance | 506,644 |
Measurement period adjustments | 1,366 |
Effect of currency translation on gross balance | 29,025 |
Effect of currency translation on accumulated impairment | (2,458) |
Goodwill, gross, ending balance | 622,815 |
Accumulated impairment losses, ending balance | (88,238) |
Goodwill, ending balance | $ 534,577 |
Goodwill And Other Intangible62
Goodwill And Other Intangibles (Schedule Of Other Intangible Assets) (Details) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016USD ($) | Dec. 31, 2015USD ($) | |
Indefinite-lived intangibles: | ||
Balance | $ 1,742,880 | |
Acquisitions | (146,500) | |
Intangible asset impairment | (55,100) | |
Other | (5,156) | |
Effect of Currency Translation | 3,208 | |
Balance | 1,571,632 | |
Definite-lived intangibles: | ||
Balance | 7,427,295 | |
Acquisitions | (146,500) | |
Impairments | (130,763) | |
Other | (220,852) | |
Effect of Currency Translation | 26,039 | |
Balance | 7,069,419 | |
Total other intangibles | ||
Beginning balance | 9,170,175 | |
Impairment of intangible assets | (185,863) | |
Other | (226,008) | |
Effect of Currency Translation | 29,247 | |
Ending balance | 8,641,051 | |
Accumulated amortization: | ||
Balance | (1,341,233) | |
Amortization | (424,513) | |
Impairments | 0 | |
Other | 224,372 | |
Effect of Currency Translation | (3,018) | |
Balance | (1,544,392) | |
Net other intangibles | 7,096,659 | $ 7,828,942 |
Astora | ||
Definite-lived intangibles: | ||
Impairments | (10,000) | |
Total other intangibles | ||
Impairment of intangible assets | (16,300) | |
U.S. Generic Pharmaceuticals | ||
Total other intangibles | ||
Impairment of intangible assets | (169,600) | |
U.S. Branded Pharmaceuticals | ||
Definite-lived intangibles: | ||
Impairments | $ (214,000) | |
Weighted Average | ||
Accumulated amortization: | ||
Intangible life (years) | 12 years | |
Indefinite-lived Intangibles | ||
Indefinite-lived intangibles: | ||
Acquisitions | $ (114,200) | |
Definite-lived intangibles: | ||
Acquisitions | (114,200) | |
Definite-Lived Intangibles | ||
Indefinite-lived intangibles: | ||
Acquisitions | (32,300) | |
Definite-lived intangibles: | ||
Acquisitions | (32,300) | |
Licenses | ||
Definite-lived intangibles: | ||
Balance | 676,867 | |
Impairments | 0 | |
Other | (211,147) | |
Effect of Currency Translation | 0 | |
Balance | 465,720 | |
Accumulated amortization: | ||
Balance | (508,225) | |
Amortization | (29,761) | |
Impairments | 0 | |
Other | 211,147 | |
Effect of Currency Translation | 0 | |
Balance | $ (326,839) | |
Licenses | Weighted Average | ||
Accumulated amortization: | ||
Intangible life (years) | 12 years | |
Licenses | Definite-Lived Intangibles | ||
Indefinite-lived intangibles: | ||
Acquisitions | $ 0 | |
Definite-lived intangibles: | ||
Acquisitions | 0 | |
Customer Relationships | ||
Definite-lived intangibles: | ||
Balance | 11,318 | |
Impairments | (3,460) | |
Other | (7,858) | |
Effect of Currency Translation | 0 | |
Balance | 0 | |
Accumulated amortization: | ||
Balance | (7,858) | |
Amortization | 0 | |
Impairments | 0 | |
Other | 7,858 | |
Effect of Currency Translation | 0 | |
Balance | $ 0 | |
Customer Relationships | Weighted Average | ||
Accumulated amortization: | ||
Intangible life (years) | 15 years | |
Customer Relationships | Definite-Lived Intangibles | ||
Indefinite-lived intangibles: | ||
Acquisitions | $ 0 | |
Definite-lived intangibles: | ||
Acquisitions | 0 | |
Tradenames | ||
Definite-lived intangibles: | ||
Balance | 7,537 | |
Impairments | 0 | |
Other | 0 | |
Effect of Currency Translation | (74) | |
Balance | 7,463 | |
Accumulated amortization: | ||
Balance | (6,544) | |
Amortization | (45) | |
Impairments | 0 | |
Other | 0 | |
Effect of Currency Translation | 10 | |
Balance | $ (6,579) | |
Tradenames | Weighted Average | ||
Accumulated amortization: | ||
Intangible life (years) | 12 years | |
Tradenames | Definite-Lived Intangibles | ||
Indefinite-lived intangibles: | ||
Acquisitions | $ 0 | |
Definite-lived intangibles: | ||
Acquisitions | 0 | |
Developed technology | ||
Definite-lived intangibles: | ||
Balance | 6,731,573 | |
Impairments | (127,303) | |
Other | (1,847) | |
Effect of Currency Translation | 26,113 | |
Balance | 6,596,236 | |
Accumulated amortization: | ||
Balance | (818,606) | |
Amortization | (394,707) | |
Impairments | 0 | |
Other | 5,367 | |
Effect of Currency Translation | (3,028) | |
Balance | $ (1,210,974) | |
Developed technology | Weighted Average | ||
Accumulated amortization: | ||
Intangible life (years) | 12 years | |
Developed technology | Definite-Lived Intangibles | ||
Indefinite-lived intangibles: | ||
Acquisitions | $ (32,300) | |
Definite-lived intangibles: | ||
Acquisitions | (32,300) | |
In-process research and development | ||
Indefinite-lived intangibles: | ||
Balance | 1,742,880 | |
Intangible asset impairment | (55,100) | |
Other | (5,156) | |
Effect of Currency Translation | 3,208 | |
Balance | 1,571,632 | |
In-process research and development | Indefinite-lived Intangibles | ||
Indefinite-lived intangibles: | ||
Acquisitions | (114,200) | |
Definite-lived intangibles: | ||
Acquisitions | $ (114,200) |
Goodwill And Other Intangible63
Goodwill And Other Intangibles (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Mar. 31, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |||||
Amortization | $ 212,800 | $ 117,000 | $ 424,500 | $ 212,300 | |
Goodwill [Line Items] | |||||
Impairment of intangible assets | (185,863) | ||||
2016 US Generic Pharmaceuticals Restructuring | Asset Impairment Charges | |||||
Goodwill [Line Items] | |||||
Impairment of intangible assets | $ (100,300) | (100,300) | |||
U.S. Generic Pharmaceuticals | |||||
Goodwill [Line Items] | |||||
Impairment of intangible assets | $ (169,600) | ||||
U.S. Generic Pharmaceuticals | Intangible Assets | |||||
Goodwill [Line Items] | |||||
Impairment of intangible assets | $ (40,000) | $ (29,300) | |||
Minimum | |||||
Goodwill [Line Items] | |||||
Discount rate range (percent) | 3.00% | ||||
Maximum | |||||
Goodwill [Line Items] | |||||
Discount rate range (percent) | 22.00% | ||||
Goodwill and Indefinite-lived Intangible Assets | Significant Unobservable Inputs (Level 3) | Minimum | |||||
Goodwill [Line Items] | |||||
Discount rate range (percent) | 8.50% | ||||
Goodwill and Indefinite-lived Intangible Assets | Significant Unobservable Inputs (Level 3) | Maximum | |||||
Goodwill [Line Items] | |||||
Discount rate range (percent) | 9.00% |
Goodwill And Other Intangible64
Goodwill And Other Intangibles (Schedule Of Estimated Amortization Of Intangibles) (Details) $ in Thousands | Jun. 30, 2016USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2,016 | $ 805,089 |
2,017 | 681,732 |
2,018 | 600,710 |
2,019 | 542,887 |
2,020 | $ 517,927 |
Goodwill And Other Intangible65
Goodwill And Other Intangibles (Schedule Of Changes In Gross Carrying Amount Of Other Intangible Assets) (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Definite-lived intangibles: | |
Beginning balance | $ 9,170,175 |
Impairment of intangible assets | (185,863) |
Measurement period adjustments relating to acquisitions closed during 2015 | (146,500) |
Removal of fully amortized intangible assets relating to expired or terminated licensing agreements | (130,763) |
Ending balance | 8,641,051 |
U.S. Generic Pharmaceuticals | |
Definite-lived intangibles: | |
Impairment of intangible assets | (169,600) |
U.S. Branded Pharmaceuticals | |
Definite-lived intangibles: | |
Removal of fully amortized intangible assets relating to expired or terminated licensing agreements | (214,000) |
Other Intangible Assets | |
Definite-lived intangibles: | |
Beginning balance | 9,170,175 |
Measurement period adjustments relating to acquisitions closed during 2015 | (154,500) |
Effect of currency translation | 29,247 |
Ending balance | 8,641,051 |
Other Intangible Assets | International Pharmaceuticals | |
Definite-lived intangibles: | |
Sale of certain International Pharmaceuticals intangible assets | (1,959) |
Other Intangible Assets | U.S. Generic Pharmaceuticals | |
Definite-lived intangibles: | |
Impairment of intangible assets | (169,576) |
Other Intangible Assets | U.S. Branded Pharmaceuticals | |
Definite-lived intangibles: | |
Removal of fully amortized intangible assets relating to expired or terminated licensing agreements | (214,018) |
Other Intangible Assets | Astora | |
Definite-lived intangibles: | |
Impairment of intangible assets | (26,318) |
Other Intangible Assets | XIAFLEX® | |
Definite-lived intangibles: | |
Capitalization of payments relating to XIAFLEX® | $ 8,000 |
License And Collaboration Agr66
License And Collaboration Agreements (Novartis AG, Novartis Consumer Health Inc. and Sandoz) (Narrative) (Details) - USD ($) $ in Millions | Aug. 09, 2016 | Jun. 30, 2016 | Jun. 30, 2015 |
Voltaren Gel Agreement 2015 | |||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||
License agreement term extension period | 1 year | ||
Termination of agreement notice period | 6 months | ||
Voltaren Gel Agreement | |||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||
Payments for royalties | $ 11.9 | $ 15 | |
Subsequent Event | |||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||
Payments to acquire license rights | $ 16.2 |
License And Collaboration Agr67
License And Collaboration Agreements (XIAFLEX Out-License Agreements) (Details) - Subsequent Event - USD ($) $ in Millions | Aug. 09, 2016 | Jul. 31, 2016 |
License And Collaboration Agreements [Line Items] | ||
Payments to acquire license rights | $ 16.2 | |
XIAFLEX® | ||
License And Collaboration Agreements [Line Items] | ||
Payments to acquire license rights | $ 5.5 |
Debt (Components Of Total Indeb
Debt (Components Of Total Indebtedness) (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Unamortized Discount and Deferred Loan Costs | $ (136,917) | $ (147,272) |
Total long-term debt, net | 8,454,259 | 8,727,634 |
Less current portion, net | 117,454 | 328,705 |
Total long-term debt, less current portion, net | 8,336,805 | 8,398,929 |
Fair value of long term debt | 7,900,000 | 8,600,000 |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Unamortized Discount and Deferred Loan Costs | 0 | 0 |
Revolving Credit Facility | 0 | 225,000 |
7.25% Senior Notes due 2022 | ||
Debt Instrument [Line Items] | ||
Principal Amount | 400,000 | 400,000 |
Unamortized Discount and Deferred Loan Costs | $ (11,709) | (12,535) |
Interest rate (as a percent) | 7.25% | |
5.75% Senior Notes due 2022 | ||
Debt Instrument [Line Items] | ||
Principal Amount | $ 700,000 | 700,000 |
Unamortized Discount and Deferred Loan Costs | $ (9,385) | (10,088) |
Interest rate (as a percent) | 5.75% | |
5.375% Senior Notes due 2023 | ||
Debt Instrument [Line Items] | ||
Principal Amount | $ 750,000 | 750,000 |
Unamortized Discount and Deferred Loan Costs | $ (9,898) | (10,511) |
Interest rate (as a percent) | 5.375% | |
6.00% Senior Notes due 2023 | ||
Debt Instrument [Line Items] | ||
Principal Amount | $ 1,635,000 | 1,635,000 |
Unamortized Discount and Deferred Loan Costs | $ (26,230) | (27,694) |
Interest rate (as a percent) | 6.00% | |
6.00% Senior Notes due 2025 | ||
Debt Instrument [Line Items] | ||
Principal Amount | $ 1,200,000 | 1,200,000 |
Unamortized Discount and Deferred Loan Costs | $ (21,770) | (22,713) |
Interest rate (as a percent) | 6.00% | |
Term Loan A Facility Due 2019 | ||
Debt Instrument [Line Items] | ||
Principal Amount | $ 983,125 | 1,017,500 |
Unamortized Discount and Deferred Loan Costs | (11,410) | (13,831) |
Term Loan B Facility Due 2022 | ||
Debt Instrument [Line Items] | ||
Principal Amount | 2,786,000 | 2,800,000 |
Unamortized Discount and Deferred Loan Costs | (46,515) | (49,900) |
Other debt | ||
Debt Instrument [Line Items] | ||
Unamortized Discount and Deferred Loan Costs | 0 | 0 |
Other debt | $ 134 | $ 134 |
Debt (Credit Facility) (Narrati
Debt (Credit Facility) (Narrative) (Details) - USD ($) $ in Thousands | Apr. 04, 2016 | Jun. 30, 2016 | Jun. 30, 2015 |
Line of Credit Facility [Line Items] | |||
Repayments of revolving debt | $ 225,000 | $ 175,000 | |
Revolving Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Repayments of revolving debt | $ 225,000 | ||
Credit facility, remaining borrowing capacity | $ 998,000 |
Commitments And Contingencies70
Commitments And Contingencies (Manufacturing, Supply and Other Service Agreements) (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | |
Long-term Purchase Commitment [Line Items] | |||
Agreement term | 3 years | ||
Agreement renewal term | 1 year | ||
Noramco, Inc. | |||
Long-term Purchase Commitment [Line Items] | |||
Payments for royalties | $ 16 | $ 17 |
Commitments And Contingencies71
Commitments And Contingencies (Legal Proceedings) (Narrative) (Details) $ in Thousands | 1 Months Ended | 6 Months Ended | 12 Months Ended | 13 Months Ended | ||||||
Feb. 29, 2016USD ($) | Oct. 31, 2015motion | Aug. 31, 2015 | Sep. 30, 2013company | Feb. 28, 2013 | Jun. 30, 2016USD ($)study_ordercase | Dec. 31, 2012patent | Oct. 30, 2013 | Jul. 29, 2016case | Dec. 31, 2015USD ($) | |
Loss Contingencies [Line Items] | ||||||||||
Reserve for loss contingencies | $ 1,610,000 | |||||||||
Current portion of legal settlement accrual | 1,455,259 | $ 1,606,726 | ||||||||
Vaginal mesh cases | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Current portion of legal settlement accrual | 1,400,000 | |||||||||
Megace ES cases | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Damages sought per violation | $ 16,000 | |||||||||
Opana | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Lawsuit filing period | 45 days | |||||||||
Stay of approval period, Hatch-Waxman Act | 30 months | |||||||||
Opana | Judicial Ruling | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Number of patents found infringed upon | patent | 2 | |||||||||
Period for generic product to be withdrawn | 60 days | 60 days | ||||||||
Number of post-trial motions | motion | 2 | |||||||||
Paragraph IV Certification on Fortesta Gel | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Lawsuit filing period | 45 days | |||||||||
Stay of approval period, Hatch-Waxman Act | 30 months | |||||||||
Unapproved drug litigation | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Number of additional pharmaceutical companies named in petitions (over 50) | company | 50 | |||||||||
AMS | Vaginal mesh cases | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Product liability accrual, period expense | $ 1,560,000 | |||||||||
Number of class-wide post-market study orders received | study_order | 19 | |||||||||
Number of class-wide post-market study orders placed on hold by the FDA | study_order | 16 | |||||||||
Number of active class-wide post-market study orders | study_order | 3 | |||||||||
Loss contingency, claims settled, number | case | 49,000 | |||||||||
Subsequent Event | Testosterone Cases | ||||||||||
Loss Contingencies [Line Items] | ||||||||||
Pending claims, number | case | 1,084 |
Commitments And Contingencies72
Commitments And Contingencies (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Qualified Settlement Funds | ||
Cash contributions to Qualified Settlement Funds | $ 326,795 | $ 377,074 |
Product Liability | ||
Balance as of June 30, 2016 | 1,610,000 | |
Vaginal mesh cases | ||
Qualified Settlement Funds | ||
Balance as of December 31, 2015 | 578,970 | |
Cash contributions to Qualified Settlement Funds | 326,795 | |
Cash distributions to settle disputes from Qualified Settlement Funds | (524,438) | |
Other | 255 | |
Balance as of June 30, 2016 | 381,582 | |
Vaginal mesh cases | Product Liability [Member] | ||
Product Liability | ||
Balance as of December 31, 2015 | 2,086,176 | |
Additional charges | 2,450 | |
Cash distributions to settle disputes from Qualified Settlement Funds | (524,438) | |
Cash distributions to settle disputes | (5,438) | |
Balance as of June 30, 2016 | $ 1,558,750 |
Other Comprehensive Income (L73
Other Comprehensive Income (Loss) (Schedule Of Tax Effects Allocated To Each Component Of Other Comprehensive Income) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Before- Tax Amount | $ (8,100) | $ 10,967 | $ 45,086 | $ (118,214) |
Tax Benefit (Expense) | (13,656) | (2,765) | 13,061 | (3,419) |
OTHER COMPREHENSIVE (LOSS) INCOME | (21,756) | 8,202 | 58,147 | (121,633) |
Net unrealized (loss) gain on securities | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Before- Tax Amount | (234) | 451 | (1,620) | 2,649 |
Tax Benefit (Expense) | 87 | (250) | 613 | (935) |
OTHER COMPREHENSIVE (LOSS) INCOME | (147) | 201 | (1,007) | 1,714 |
Net unrealized gain (loss) on foreign currency | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Before- Tax Amount | (7,866) | 10,516 | 46,706 | (120,863) |
Tax Benefit (Expense) | (13,743) | (2,515) | 12,448 | (2,484) |
OTHER COMPREHENSIVE (LOSS) INCOME | $ (21,609) | $ 8,001 | $ 59,154 | $ (123,347) |
Other Comprehensive Income (L74
Other Comprehensive Income (Loss) (Accumulated Other Comprehensive Income (Loss)) (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Equity [Abstract] | ||
Net unrealized gains | $ 808 | $ 1,815 |
Foreign currency translation loss | (326,904) | (386,020) |
Accumulated other comprehensive loss | $ (326,096) | $ (384,205) |
Shareholders' Equity (Schedule
Shareholders' Equity (Schedule of Changes in Stockholders' Equity) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Increase (Decrease) in Shareholders' Equity [Roll Forward] | ||||
Shareholders' equity, beginning balance | $ 5,967,976 | $ 2,408,213 | ||
Consolidated net income (loss) | $ 343,596 | $ (250,526) | 209,725 | (326,244) |
Other comprehensive (loss) income | (21,756) | 8,202 | 58,147 | (121,633) |
Compensation related to share-based awards | 29,585 | 24,753 | ||
Tax withholding for restricted shares | (10,396) | (12,570) | ||
Exercise of options | 1,952 | 23,440 | ||
Issuance of ordinary shares related to the employee stock purchase plan | 2,729 | |||
Buy-out of noncontrolling interests, net of contributions | (39,608) | |||
Ordinary shares issued in connection with the Auxilium acquisition | 1,519,320 | |||
Fair value of equity component of acquired Auxilium Notes | 278,014 | |||
Conversion of Auxilium Notes | 145,101 | |||
Ordinary shares issued | 2,302,281 | |||
Equity issuance fees | (66,956) | |||
Other | 1,820 | 17,827 | ||
Shareholders' equity, ending balance | 6,261,538 | 6,151,938 | 6,261,538 | 6,151,938 |
Endo International plc | ||||
Increase (Decrease) in Shareholders' Equity [Roll Forward] | ||||
Shareholders' equity, beginning balance | 5,968,030 | 2,374,757 | ||
Consolidated net income (loss) | 209,709 | (326,137) | ||
Other comprehensive (loss) income | 58,109 | (121,084) | ||
Compensation related to share-based awards | 29,585 | 24,753 | ||
Tax withholding for restricted shares | (10,396) | (12,570) | ||
Exercise of options | 1,952 | 23,440 | ||
Issuance of ordinary shares related to the employee stock purchase plan | 2,729 | |||
Buy-out of noncontrolling interests, net of contributions | (6,876) | |||
Ordinary shares issued in connection with the Auxilium acquisition | 1,519,320 | |||
Fair value of equity component of acquired Auxilium Notes | 278,014 | |||
Conversion of Auxilium Notes | 145,101 | |||
Ordinary shares issued | 2,302,281 | |||
Equity issuance fees | (66,956) | |||
Other | 1,820 | 17,827 | ||
Shareholders' equity, ending balance | 6,261,538 | 6,151,870 | 6,261,538 | 6,151,870 |
Noncontrolling interests | ||||
Increase (Decrease) in Shareholders' Equity [Roll Forward] | ||||
Shareholders' equity, beginning balance | (54) | 33,456 | ||
Consolidated net income (loss) | 16 | (107) | ||
Other comprehensive (loss) income | 38 | (549) | ||
Buy-out of noncontrolling interests, net of contributions | (32,732) | |||
Shareholders' equity, ending balance | $ 0 | $ 68 | $ 0 | $ 68 |
Shareholders' Equity (Narrative
Shareholders' Equity (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock-based compensation expense | $ 14.6 | $ 10.9 | $ 29.6 | $ 62.4 |
Acceleration of Auxilium employee equity awards at closing | $ 37.6 | |||
Unrecognized compensation cost | $ 96.6 | $ 96.6 | ||
Nonvested Stock Options | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average remaining requisite service period, non-vested stock options | 2 years 9 months 15 days | |||
Nonvested RSUs | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Weighted average remaining requisite service period, non-vested restricted stock units | 2 years 3 months 18 days |
Other Expense, Net (Schedule Of
Other Expense, Net (Schedule Of Components Of Other (Income) Expense, Net) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Component of Operating Income [Abstract] | ||||
Foreign currency loss (gain), net | $ 1,554 | $ 2,578 | $ 2,550 | $ (20,556) |
Equity loss from unconsolidated subsidiaries, net | 3,828 | 900 | 1,484 | 1,751 |
Other than temporary impairment of equity investment | 0 | 18,869 | 0 | 18,869 |
Costs associated with unused financing commitments | 0 | 2,261 | 0 | 14,071 |
Other miscellaneous, net | (207) | (115) | (766) | (1,637) |
Other expense, net | $ 5,175 | $ 24,493 | $ 3,268 | $ 12,498 |
Income Taxes (Narrative) (Detai
Income Taxes (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense (benefit) | $ (555,277) | $ (12,720) | $ (673,992) | $ (179,589) |
Total consolidated loss from continuing operations before income tax | (165,465) | $ (103,614) | (372,943) | $ (119,991) |
Discrete tax benefit from outside basis differences | 644,000 | 644,000 | ||
Outside Basis Difference | ||||
Valuation Allowance [Line Items] | ||||
Valuation allowance | $ 196,000 | $ 196,000 |
Net (Loss) Income Per Share (Re
Net (Loss) Income Per Share (Reconciliation Of The Numerator And Denominator Of Basic And Diluted Net (Loss) Income Per Share) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Numerator: | ||||
INCOME (LOSS) FROM CONTINUING OPERATIONS | $ 389,812 | $ (90,894) | $ 301,049 | $ 59,598 |
Less: Net income (loss) from continuing operations attributable to noncontrolling interests | 18 | (107) | 16 | (107) |
Income (loss) from continuing operations attributable to Endo International plc ordinary shareholders | 389,794 | (90,787) | 301,033 | 59,705 |
Loss from discontinued operations attributable to Endo International plc ordinary shareholders, net of tax | (46,216) | (159,632) | (91,324) | (385,842) |
NET INCOME (LOSS) ATTRIBUTABLE TO ENDO INTERNATIONAL PLC | $ 343,578 | $ (250,419) | $ 209,709 | $ (326,137) |
Denominator: | ||||
For basic per share data—weighted average shares (shares) | 222,667,000 | 185,328,000 | 222,485,000 | 177,490,000 |
Dilutive effect of ordinary share equivalents (shares) | 195,000 | 0 | 535,000 | 2,091,000 |
Dilutive effect of various convertible notes and warrants (shares) | 1,000 | 0 | 1,000 | 3,241,000 |
For diluted per share data—weighted average shares (shares) | 222,863,000 | 185,328,000 | 223,021,000 | 182,822,000 |
Net (Loss) Income Per Share (Na
Net (Loss) Income Per Share (Narrative) (Details) - shares shares in Millions | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | |
Stock Options And Stock Awards | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Antidilutive shares excluded from calculation (shares) | 5.9 | 4.7 | 1 |