Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2021 | Jul. 29, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-36326 | |
Entity Registrant Name | Endo International plc | |
Entity Incorporation, State or Country Code | L2 | |
Entity Tax Identification Number | 68-0683755 | |
Entity Address, Address Line One | First Floor, Minerva House, Simmonscourt Road | |
Entity Address, City or Town | Ballsbridge, Dublin 4, | |
Entity Address, Country | IE | |
Entity Address, Postal Zip Code | Not Applicable | |
City Area Code | 353 | |
Local Phone Number | 1-268-2000 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Title of 12(b) Security | Ordinary shares, nominal value $0.0001 per share | |
Trading Symbol | ENDP | |
Security Exchange Name | NASDAQ | |
Entity Ordinary Shares Outstanding (in shares) | 233,500,280 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001593034 | |
Current Fiscal Year End Date | --12-31 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 1,545,172 | $ 1,213,437 |
Restricted cash and cash equivalents | 128,558 | 171,563 |
Accounts receivable, net | 458,138 | 511,262 |
Inventories, net | 338,456 | 352,260 |
Prepaid expenses and other current assets | 89,224 | 100,899 |
Income taxes receivable | 9,781 | 63,837 |
Total current assets | 2,569,329 | 2,413,258 |
PROPERTY, PLANT AND EQUIPMENT, NET | 446,052 | 458,471 |
OPERATING LEASE ASSETS | 31,945 | 37,030 |
GOODWILL | 3,560,011 | 3,560,011 |
OTHER INTANGIBLES, NET | 2,548,655 | 2,740,808 |
DEFERRED INCOME TAXES | 1,829 | 1,824 |
OTHER ASSETS | 48,436 | 53,235 |
TOTAL ASSETS | 9,206,257 | 9,264,637 |
CURRENT LIABILITIES: | ||
Accounts payable and accrued expenses | 825,001 | 835,940 |
Current portion of legal settlement accrual | 349,177 | 372,121 |
Current portion of operating lease liabilities | 11,890 | 11,613 |
Current portion of long-term debt | 223,142 | 34,150 |
Income taxes payable | 2 | 0 |
Total current liabilities | 1,409,212 | 1,253,824 |
DEFERRED INCOME TAXES | 22,934 | 26,066 |
LONG-TERM DEBT, LESS CURRENT PORTION, NET | 8,052,815 | 8,280,578 |
OPERATING LEASE LIABILITIES, LESS CURRENT PORTION | 32,871 | 38,132 |
OTHER LIABILITIES | 305,467 | 313,976 |
COMMITMENTS AND CONTINGENCIES (NOTE 13) | ||
SHAREHOLDERS’ DEFICIT: | ||
Euro deferred shares, $0.01 par value; 4,000,000 shares authorized and issued at both June 30, 2021 and December 31, 2020 | 47 | 49 |
Ordinary shares, $0.0001 par value; 1,000,000,000 shares authorized; 233,496,634 and 230,315,768 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively | 23 | 23 |
Additional paid-in capital | 8,938,957 | 8,938,012 |
Accumulated deficit | (9,342,246) | (9,368,270) |
Accumulated other comprehensive loss | (213,823) | (217,753) |
Total shareholders’ deficit | (617,042) | (647,939) |
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT | $ 9,206,257 | $ 9,264,637 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Euro deferred shares, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Euro deferred shares, shares authorized (in shares) | 4,000,000 | 4,000,000 |
Euro deferred shares, shares issued (in shares) | 4,000,000 | 4,000,000 |
Common stock, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common stock, shares issued (in shares) | 233,496,634 | 230,315,768 |
Common stock, shares outstanding (in shares) | 233,496,634 | 230,315,768 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
TOTAL REVENUES, NET | $ 713,830 | $ 687,588 | $ 1,431,749 | $ 1,507,993 |
COSTS AND EXPENSES: | ||||
Cost of revenues | 318,480 | 336,096 | 623,773 | 724,895 |
Selling, general and administrative | 177,619 | 173,258 | 364,793 | 340,026 |
Research and development | 34,669 | 30,495 | 64,408 | 62,110 |
Litigation-related and other contingencies, net | 35,195 | (8,572) | 35,832 | (25,748) |
Asset impairment charges | 4,929 | 0 | 8,238 | 97,785 |
Acquisition-related and integration items, net | 97 | 6,045 | (4,925) | 18,507 |
Interest expense, net | 141,553 | 129,164 | 275,894 | 262,041 |
Loss on extinguishment of debt | 0 | 0 | 13,753 | 0 |
Other expense (income), net | 372 | (4,150) | 1,284 | (18,124) |
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAX | 916 | 25,252 | 48,699 | 46,501 |
INCOME TAX EXPENSE (BENEFIT) | 11,100 | 7,642 | 11,824 | (128,690) |
(LOSS) INCOME FROM CONTINUING OPERATIONS | (10,184) | 17,610 | 36,875 | 175,191 |
DISCONTINUED OPERATIONS, NET OF TAX (NOTE 3) | (5,316) | (7,052) | (10,851) | (34,703) |
NET (LOSS) INCOME | $ (15,500) | $ 10,558 | $ 26,024 | $ 140,488 |
NET (LOSS) INCOME PER SHARE—BASIC: | ||||
Continuing operations (in dollars per share) | $ (0.04) | $ 0.08 | $ 0.16 | $ 0.77 |
Discontinued operations (in dollars per share) | (0.03) | (0.03) | (0.05) | (0.16) |
Basic (in dollars per share) | (0.07) | 0.05 | 0.11 | 0.61 |
NET (LOSS) INCOME PER SHARE—DILUTED: | ||||
Continuing operations (in dollars per share) | (0.04) | 0.08 | 0.16 | 0.75 |
Discontinued operations (in dollars per share) | (0.03) | (0.03) | (0.05) | (0.15) |
Diluted (in dollars per share) | $ (0.07) | $ 0.05 | $ 0.11 | $ 0.60 |
WEIGHTED AVERAGE SHARES: | ||||
Basic (in shares) | 233,331 | 229,716 | 231,941 | 228,457 |
Diluted (in shares) | 233,331 | 233,681 | 237,043 | 233,348 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Statement of Comprehensive Income [Abstract] | ||||
NET (LOSS) INCOME | $ (15,500) | $ 10,558 | $ 26,024 | $ 140,488 |
OTHER COMPREHENSIVE INCOME (LOSS): | ||||
Net unrealized gain (loss) on foreign currency | 2,238 | 5,624 | 3,930 | (8,813) |
Total other comprehensive income (loss) | 2,238 | 5,624 | 3,930 | (8,813) |
COMPREHENSIVE (LOSS) INCOME | $ (13,262) | $ 16,182 | $ 29,954 | $ 131,675 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
OPERATING ACTIVITIES: | ||
Net income (loss) | $ 26,024 | $ 140,488 |
Adjustments to reconcile Net income to Net cash provided by operating activities: | ||
Depreciation and amortization | 237,703 | 264,198 |
Share-based compensation | 14,437 | 26,867 |
Amortization of debt issuance costs and discount | 7,120 | 8,551 |
Deferred income taxes | (3,555) | (2,544) |
Change in fair value of contingent consideration | (5,336) | 18,507 |
Loss on extinguishment of debt | 13,753 | 0 |
Acquired in-process research and development charges | 5,000 | 0 |
Asset impairment charges | 8,238 | 97,785 |
Loss (gain) on sale of business and other assets | 91 | (14,842) |
Changes in assets and liabilities which provided (used) cash: | ||
Accounts receivable | 52,283 | 192,599 |
Inventories | 20,406 | (8,719) |
Prepaid and other assets | 17,965 | (15,123) |
Accounts payable, accrued expenses and other liabilities | (49,475) | (228,861) |
Income taxes payable/receivable, net | 54,162 | (112,018) |
Net cash provided by operating activities | 398,816 | 366,888 |
INVESTING ACTIVITIES: | ||
Capital expenditures, excluding capitalized interest | (41,345) | (36,305) |
Capitalized interest payments | (2,563) | (1,125) |
Product acquisition costs and license fees | (2,485) | 0 |
Proceeds from sale of business and other assets, net | 1,343 | 6,017 |
Net cash used in investing activities | (45,050) | (31,413) |
FINANCING ACTIVITIES: | ||
Proceeds from issuance of notes, net | 1,279,978 | 0 |
Proceeds from issuance of term loans, net | 1,980,000 | 0 |
Repayments of notes | 0 | (47,218) |
Repayments of term loans | (3,300,475) | (17,074) |
Repayments of other indebtedness | (2,669) | (2,393) |
Payments for debt issuance and extinguishment costs | (7,618) | 0 |
Payments for contingent consideration | (1,471) | (2,181) |
Payments of tax withholding for restricted shares | (14,114) | (6,865) |
Proceeds from exercise of options | 622 | 0 |
Net cash used in financing activities | (65,747) | (75,731) |
Effect of foreign exchange rate | 711 | (915) |
NET INCREASE IN CASH, CASH EQUIVALENTS, RESTRICTED CASH AND RESTRICTED CASH EQUIVALENTS | 288,730 | 258,829 |
CASH, CASH EQUIVALENTS, RESTRICTED CASH AND RESTRICTED CASH EQUIVALENTS, BEGINNING OF PERIOD | 1,385,000 | 1,720,388 |
CASH, CASH EQUIVALENTS, RESTRICTED CASH AND RESTRICTED CASH EQUIVALENTS, END OF PERIOD | 1,673,730 | 1,979,217 |
SUPPLEMENTAL INFORMATION: | ||
Cash paid into Qualified Settlement Funds for mesh legal settlements | 2,000 | 0 |
Cash paid out of Qualified Settlement Funds for mesh legal settlements | 26,255 | 67,733 |
Other cash distributions for mesh legal settlements | $ 8,617 | $ 18,165 |
BASIS OF PRESENTATION
BASIS OF PRESENTATION | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
BASIS OF PRESENTATION | NOTE 1. BASIS OF PRESENTATION Endo International plc is an Ireland-domiciled specialty pharmaceutical company that conducts business through its operating subsidiaries. Unless otherwise indicated or required by the context, references throughout to “Endo,” the “Company,” “we,” “our” or “us” refer to Endo International plc and its subsidiaries. The accompanying unaudited Condensed Consolidated Financial Statements of Endo International plc and its subsidiaries have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC for interim financial information. Accordingly, they do not include all of the information and footnotes required by U.S. 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 for a fair statement of the Company’s financial position as of June 30, 2021 and the results of its operations and its cash flows for the periods presented. Operating results for the three and six months ended June 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. The year-end Condensed Consolidated Balance Sheet data as of December 31, 2020 was derived from audited financial statements but does not include all disclosures required by U.S. GAAP. 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 the Annual Report. Certain prior period amounts have been reclassified to conform to the current period presentation. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Use of Estimates The preparation of our Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the amounts and disclosures in our Condensed Consolidated Financial Statements, including the Notes thereto, and elsewhere in this report. For example, we are required to make significant estimates and assumptions related to revenue recognition, including sales deductions, long-lived assets, goodwill, other intangible assets, income taxes, contingencies, financial instruments and share-based compensation, among others. Some of these estimates can be subjective and complex. Uncertainties related to the continued magnitude and duration of the COVID-19 pandemic, the extent to which it will impact our estimated future financial results, worldwide macroeconomic conditions including interest rates, employment rates, consumer spending, health insurance coverage, the speed of the anticipated recovery and governmental and business reactions to the pandemic, including any possible re-initiation of shutdowns or renewed restrictions, have increased the complexity of developing these estimates, including the allowance for expected credit losses and the carrying amounts of long-lived assets, goodwill and other intangible assets. Although we believe that our estimates and assumptions are reasonable, there may be other reasonable estimates or assumptions that differ significantly from ours. Further, our estimates and assumptions are based upon information available at the time they were made. Actual results may differ significantly from our estimates, including as a result of COVID-19. Significant Accounting Policies Added or Updated since December 31, 2020 There have been no significant changes to our significant accounting policies since December 31, 2020. For additional discussion of the Company’s significant accounting policies, see Note 2. Summary of Significant Accounting Policies in the Consolidated Financial Statements included in Part IV, Item 15 of the Annual Report. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 6 Months Ended |
Jun. 30, 2021 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATIONS | NOTE 3. DISCONTINUED OPERATIONS Astora The operating results of the Company’s Astora business, which the board of directors (the Board) resolved to wind down in 2016, 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 Astora Discontinued operations, net of tax, for the three and six months ended June 30, 2021 and 2020 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Litigation-related and other contingencies, net $ — $ (2,103) $ — $ 28,351 Loss from discontinued operations before income taxes $ (5,873) $ (6,507) $ (12,094) $ (40,024) Income tax (benefit) expense $ (557) $ 545 $ (1,243) $ (5,321) Discontinued operations, net of tax $ (5,316) $ (7,052) $ (10,851) $ (34,703) Loss from discontinued operations before income taxes includes Litigation-related and other contingencies, net, mesh-related legal defense costs and certain other items. The cash flows from discontinued operating activities related to Astora included the impact of net losses of $10.9 million and $34.7 million for the six months ended June 30, 2021 and 2020, respectively, and the impact of cash activity related to vaginal mesh cases. During the periods presented above, there were no material net cash flows related to Astora discontinued investing activities and there was no depreciation or amortization expense related to Astora. |
RESTRUCTURING
RESTRUCTURING | 6 Months Ended |
Jun. 30, 2021 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING | NOTE 4. RESTRUCTURING Set forth below are disclosures relating to restructuring initiatives for which amounts recognized or cash expenditures during the three- or six-month periods ended June 30, 2021 or 2020 were material or that had material restructuring liabilities at either June 30, 2021 or December 31, 2020. 2020 Restructuring Initiative On November 5, 2020, the Company announced the initiation of several strategic actions to further optimize the Company’s operations and increase overall efficiency (the 2020 Restructuring Initiative). These actions are expected to generate significant cost savings that will be reinvested, among other things, to support the Company’s key strategic priority to expand and enhance its product portfolio. These actions include the following: • Optimizing the Company’s retail generics business cost structure by exiting manufacturing sites in Irvine, California and Chestnut Ridge, New York, as well as active pharmaceutical ingredient manufacturing and bioequivalence study sites in India. The sites will be exited in a phased approach that is expected to be completed in the second half of 2022. Certain products currently manufactured at the Irvine and Chestnut Ridge sites are expected to be transferred to other internal and external sites within the Company’s manufacturing network. • Improving operating flexibility and reducing general and administrative costs by transferring certain transaction processing activities to third-party global business process service providers. • Increasing organizational effectiveness by further integrating the Company’s commercial, operations and research and development functions, respectively, to support the Company’s key strategic priorities. As a result of the 2020 Restructuring Initiative, the Company’s global workforce is expected to be reduced by approximately 525 net full-time positions. The Company expects to realize annualized pre-tax cash savings (without giving effect to the costs described below) of approximately $85 million to $95 million by the first half of 2023, primarily related to reductions in Cost of revenues of approximately $65 million to $70 million and other expenses, including Selling, general and administrative and Research and development expenses, of approximately $20 million to $25 million. As a result of the 2020 Restructuring Initiative, the Company expects to incur total pre-tax restructuring-related expenses of approximately $163 million to $183 million, of which approximately $135 million to $150 million relates to the Generic Pharmaceuticals segment, with the remaining amounts relating to our other segments and certain corporate unallocated costs. These estimated restructuring charges consist of accelerated depreciation charges of approximately $56 million to $66 million, asset impairment charges of approximately $7 million, employee separation, continuity and other benefit-related costs of approximately $85 million to $90 million and certain other restructuring costs of approximately $15 million to $20 million. Cash outlays associated with the 2020 Restructuring Initiative are expected to be approximately $100 million and consist primarily of employee separation, continuity and other benefit-related costs and certain other restructuring costs. The Company anticipates these actions will be substantially completed by the end of 2022, with substantially all cash payments made by then. The following pre-tax net amounts related to the 2020 Restructuring Initiative are included in the Company’s Condensed Consolidated Statements of Operations during the three and six months ended June 30, 2021 and 2020 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Net restructuring charges related to: Accelerated depreciation $ 9,072 $ 1,755 $ 15,979 $ 8,385 Excess inventory reserves 745 — 5,794 — Employee separation, continuity and other benefit-related costs 1,721 — 8,331 — Certain other restructuring costs 936 — 1,794 — Total $ 12,474 $ 1,755 $ 31,898 $ 8,385 These pre-tax net amounts were primarily attributable to our Generic Pharmaceuticals segment, which incurred $7.6 million and $22.5 million of pre-tax net charges during the three and six months ended June 30, 2021, respectively, and $1.8 million and $8.4 million of pre-tax net charges during the three and six months ended June 30, 2020, respectively. The remaining amounts related to our other segments and certain corporate unallocated costs. As of June 30, 2021, cumulative amounts incurred to date include charges related to accelerated depreciation of approximately $38.4 million, asset impairments related to identifiable intangible assets and certain operating lease assets of approximately $7.4 million, excess inventory reserves of approximately $8.9 million, employee separation, continuity and other benefit-related costs of approximately $68.4 million and certain other restructuring costs of approximately $2.5 million. Of these amounts, approximately $101.5 million were attributable to the Generic Pharmaceuticals segment, with the remaining amounts relating to our other segments and certain corporate unallocated costs. The following pre-tax net amounts related to the 2020 Restructuring Initiative are included in the Company’s Condensed Consolidated Statements of Operations during the three and six months ended June 30, 2021 and 2020 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Net restructuring charges included in: Cost of revenues $ 5,048 $ 1,261 $ 20,344 $ 6,026 Selling, general and administrative 6,686 407 10,228 1,945 Research and development 740 87 1,326 414 Total $ 12,474 $ 1,755 $ 31,898 $ 8,385 Changes to the liability for the 2020 Restructuring Initiative during the six months ended June 30, 2021 were as follows (in thousands): Employee Separation, Continuity and Other Benefit-Related Costs Certain Other Restructuring Costs Total Liability balance as of December 31, 2020 $ 58,338 $ 664 $ 59,002 Net charges 8,331 1,668 9,999 Cash payments (16,793) (1,347) (18,140) Liability balance as of June 30, 2021 $ 49,876 $ 985 $ 50,861 |
SEGMENT RESULTS
SEGMENT RESULTS | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
SEGMENT RESULTS | NOTE 5. SEGMENT RESULTS The Company’s four reportable business segments are Branded Pharmaceuticals, Sterile Injectables, Generic Pharmaceuticals and 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 Segment adjusted income from continuing operations before income tax, which we define as Income from continuing operations before income tax and before certain upfront and milestone payments to partners; acquisition-related and integration items, including transaction costs and changes in the fair value of contingent consideration; cost reduction and integration-related initiatives such as separation benefits, continuity payments, other exit costs and certain costs associated with integrating an acquired company’s operations; asset impairment charges; amortization of intangible assets; inventory step-up recorded as part of our acquisitions; litigation-related and other contingent matters; certain legal costs; gains or losses from early termination of debt; debt modification costs; gains or losses from the sales of businesses and other assets; foreign currency gains or losses on intercompany financing arrangements; and certain other items. Certain of the corporate expenses incurred by the Company are not directly 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 costs.” Interest income and expense are also considered corporate items and not allocated to any of the Company’s segments. The Company’s Total segment adjusted income from continuing operations before income tax is equal to the combined results of each of its segments. Branded Pharmaceuticals Our Branded Pharmaceuticals segment includes a variety of branded products in the areas of urology, orthopedics, endocrinology, medical aesthetics and bariatrics, among others. The products in this segment include XIAFLEX ® , SUPPRELIN ® LA, NASCOBAL ® Nasal Spray, AVEED ® , QWO ® , PERCOCET ® , TESTOPEL ® , EDEX ® and LIDODERM ® , among others. Sterile Injectables Our Sterile Injectables segment consists primarily of branded sterile injectable products such as VASOSTRICT ® , ADRENALIN ® and APLISOL ® , among others, and certain generic sterile injectable products, including ertapenem for injection (the authorized generic of Merck Sharp & Dohme Corp.’s (Merck) Invanz ® ) and ephedrine sulfate injection, among others. Generic Pharmaceuticals Our Generic Pharmaceuticals segment consists of a product portfolio including solid oral extended-release, solid oral immediate-release, liquids, semi-solids, patches, powders, ophthalmics and sprays and includes products that treat and manage a wide of medical conditions. International Pharmaceuticals Our International Pharmaceuticals segment includes a variety of specialty pharmaceutical products sold outside the U.S., primarily in Canada through our operating company Paladin Labs Inc. (Paladin). The key products of this segment serve various therapeutic areas, including attention deficit hyperactivity disorder, pain, women’s health, oncology and transplantation. The following represents selected information for the Company’s reportable segments for the three and six months ended June 30, 2021 and 2020 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Net revenues from external customers: Branded Pharmaceuticals $ 228,040 $ 129,521 $ 434,675 $ 333,594 Sterile Injectables 294,600 319,214 603,345 655,604 Generic Pharmaceuticals 167,272 215,879 348,145 467,162 International Pharmaceuticals (1) 23,918 22,974 45,584 51,633 Total net revenues from external customers $ 713,830 $ 687,588 $ 1,431,749 $ 1,507,993 Segment adjusted income from continuing operations before income tax: Branded Pharmaceuticals $ 101,659 $ 49,174 $ 195,428 $ 147,596 Sterile Injectables 226,983 241,753 469,622 505,649 Generic Pharmaceuticals 20,922 47,394 55,026 104,721 International Pharmaceuticals 10,102 9,304 17,573 23,501 Total segment adjusted income from continuing operations before income tax $ 359,666 $ 347,625 $ 737,649 $ 781,467 __________ (1) Revenues generated by our International Pharmaceuticals segment are primarily attributable to external customers located in Canada. There were no material revenues from external customers attributed to an individual country outside of the U.S. during any of the periods presented. The table below provides reconciliations of our Total consolidated income from continuing operations before income tax, which is determined in accordance with U.S. GAAP, to our Total segment adjusted income from continuing operations before income tax for the three and six months ended June 30, 2021 and 2020 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Total consolidated income from continuing operations before income tax $ 916 $ 25,252 $ 48,699 $ 46,501 Interest expense, net 141,553 129,164 275,894 262,041 Corporate unallocated costs (1) 36,500 33,590 75,974 76,912 Amortization of intangible assets 94,070 104,498 189,200 221,735 Upfront and milestone payments to partners 5,125 444 5,681 2,194 Continuity and separation benefits and other cost reduction initiatives (2) 15,083 9,444 38,803 32,664 Certain litigation-related and other contingencies, net (3) 35,195 (8,572) 35,832 (25,748) Certain legal costs (4) 24,843 18,005 44,119 33,541 Asset impairment charges (5) 4,929 — 8,238 97,785 Acquisition-related and integration items, net (6) 97 6,045 (4,925) 18,507 Loss on extinguishment of debt — — 13,753 — Foreign currency impact related to the remeasurement of intercompany debt instruments 1,355 3,005 2,502 (4,089) Other, net (7) — 26,750 3,879 19,424 Total segment adjusted income from continuing operations before income tax $ 359,666 $ 347,625 $ 737,649 $ 781,467 __________ (1) Amounts include certain corporate overhead costs, such as headcount, facility and corporate litigation expenses and certain other income and expenses. (2) Amounts for the three months ended June 30, 2021 include employee separation, continuity and other benefit-related costs of $1.6 million, accelerated depreciation charges of $9.1 million and miscellaneous charges of $4.4 million. Amounts for the six months ended June 30, 2021 include employee separation, continuity and other benefit-related costs of $10.1 million, accelerated depreciation charges of $16.0 million and miscellaneous charges of $12.7 million. Amounts for the three months ended June 30, 2020 include employee separation, continuity and other benefit-related costs of $4.1 million, accelerated depreciation charges of $1.8 million and miscellaneous charges of $3.6 million. Amounts for the six months ended June 30, 2020 include employee separation, continuity and other benefit-related costs of $17.9 million, accelerated depreciation charges of $8.4 million and miscellaneous charges of $6.4 million. These costs relate primarily to our restructuring activities as further described in Note 4. Restructuring, certain continuity and transitional compensation arrangements for certain senior management of the Company and certain other cost reduction initiatives. (3) Amounts include adjustments to our accruals for litigation-related settlement charges and certain settlement proceeds related to suits filed by our subsidiaries. Our material legal proceedings and other contingent matters are described in more detail in Note 13. Commitments and Contingencies. (4) Amounts relate to opioid-related legal expenses. (5) Amounts primarily relate to charges to impair goodwill and intangible assets as further described in Note 9. Goodwill and Other Intangibles. (6) Amounts primarily relate to changes in the fair value of contingent consideration. (7) Amounts for the six months ended June 30, 2021 primarily relate to $3.9 million of third party fees incurred in connection with the March 2021 Refinancing Transactions, which were accounted for as debt modification costs. Amounts for the three and six months ended June 30, 2020 primarily relate to $30.7 million of third party fees incurred in connection with the June 2020 Refinancing Transactions, which were accounted for as debt modification costs. Refer to Note 12. Debt for additional information. Other amounts in this row primarily relate to gains on sales of businesses and other assets. Asset information is not reviewed or included within our internal management reporting. Therefore, the Company has not disclosed asset information for each reportable segment. During the three and six months ended June 30, 2021 and 2020, the Company disaggregated its revenue from contracts with customers into the categories included in the table below (in thousands). The Company believes these categories depict how the nature, timing and uncertainty of revenue and cash flows are affected by economic factors. Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Branded Pharmaceuticals: Specialty Products: XIAFLEX ® $ 111,487 $ 33,783 $ 206,757 $ 122,855 SUPPRELIN ® LA 27,568 15,395 55,596 35,115 Other Specialty (1) 28,036 19,566 48,068 45,071 Total Specialty Products $ 167,091 $ 68,744 $ 310,421 $ 203,041 Established Products: PERCOCET ® $ 26,156 $ 27,578 $ 51,781 $ 55,281 TESTOPEL ® 9,439 617 20,628 8,809 Other Established (2) 25,354 32,582 51,845 66,463 Total Established Products $ 60,949 $ 60,777 $ 124,254 $ 130,553 Total Branded Pharmaceuticals (3) $ 228,040 $ 129,521 $ 434,675 $ 333,594 Sterile Injectables: VASOSTRICT ® $ 197,121 $ 214,214 $ 421,067 $ 417,118 ADRENALIN ® 29,977 33,161 59,414 89,673 Other Sterile Injectables (4) 67,502 71,839 122,864 148,813 Total Sterile Injectables (3) $ 294,600 $ 319,214 $ 603,345 $ 655,604 Total Generic Pharmaceuticals (5) $ 167,272 $ 215,879 $ 348,145 $ 467,162 Total International Pharmaceuticals (6) $ 23,918 $ 22,974 $ 45,584 $ 51,633 Total revenues, net $ 713,830 $ 687,588 $ 1,431,749 $ 1,507,993 __________ (1) Products included within Other Specialty include NASCOBAL ® Nasal Spray, AVEED ® and QWO ® . (2) Products included within Other Established include, but are not limited to, EDEX ® and LIDODERM ® . (3) Individual products presented above represent the top two performing products in each product category for either the three or six months ended June 30, 2021 and/or any product having revenues in excess of $25 million during any quarterly period in 2021 or 2020. (4) Products included within Other Sterile Injectables include ertapenem for injection, APLISOL ® and others. (5) The Generic Pharmaceuticals segment is comprised of a portfolio of products that are generic versions of branded products, are distributed primarily through the same wholesalers, generally have no intellectual property protection and are sold within the U.S. No individual product within this segment has exceeded 5% of consolidated total revenues for the periods presented. (6) The International Pharmaceuticals segment, which accounted for less than 5% of consolidated total revenues for each of the periods presented, includes a variety of specialty pharmaceutical products sold outside the U.S., primarily in Canada through our operating company Paladin. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 6. FAIR VALUE MEASUREMENTS 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. Financial Instruments The financial instruments recorded in our Condensed Consolidated Balance Sheets include cash and cash equivalents, restricted cash and cash equivalents, accounts receivable, 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 pay dividends that generally reflect short-term interest rates. Due to their initial maturities, the carrying amounts of non-restricted and restricted cash and cash equivalents (including money market funds), accounts receivable, accounts payable and accrued expenses approximate their fair values. Restricted Cash and Cash Equivalents Amounts reported as Restricted cash and cash equivalents in our Condensed Consolidated Balance Sheets primarily relate to litigation-related matters, including approximately $102.8 million and $127.0 million held in Qualified Settlement Funds (QSFs) for mesh-related matters at June 30, 2021 and December 31, 2020, respectively. See Note 13. Commitments and Contingencies for further information about mesh-related and other litigation-related matters. Additionally, at June 30, 2021 and December 31, 2020, approximately $25.0 million of restricted cash and cash equivalents related to certain insurance-related matters. Acquisition-Related Contingent Consideration The fair value of contingent consideration liabilities is determined using unobservable inputs; hence, these instruments represent Level 3 measurements within the above-defined fair value hierarchy. 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. The estimates of fair value are uncertain and changes in any of the estimated inputs used as of the date of this report could have resulted in significant adjustments to fair value. See the “Recurring Fair Value Measurements” section 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, 2021 and December 31, 2020 were as follows (in thousands): Fair Value Measurements at June 30, 2021 using: Level 1 Inputs Level 2 Inputs Level 3 Inputs Total Assets: Money market funds $ 185,922 $ — $ — $ 185,922 Liabilities: Acquisition-related contingent consideration—current $ — $ — $ 5,651 $ 5,651 Acquisition-related contingent consideration—noncurrent $ — $ — $ 21,796 $ 21,796 Fair Value Measurements at December 31, 2020 using: Level 1 Inputs Level 2 Inputs Level 3 Inputs Total Assets: Money market funds $ 214,120 $ — $ — $ 214,120 Liabilities: Acquisition-related contingent consideration—current $ — $ — $ 8,566 $ 8,566 Acquisition-related contingent consideration—noncurrent $ — $ — $ 27,683 $ 27,683 At June 30, 2021 and December 31, 2020, money market funds include $22.3 million and $26.5 million, respectively, in QSFs to be disbursed to mesh-related or other product liability claimants. Amounts in QSFs are considered restricted cash equivalents. See Note 13. Commitments and Contingencies for further discussion of our product liability cases. At June 30, 2021 and December 31, 2020, the differences between the amortized cost and the fair value of our money market funds were not material, individually or in the aggregate. Fair Value Measurements Using Significant Unobservable Inputs The following table presents changes to the Company’s liability for acquisition-related contingent consideration, which is measured at fair value on a recurring basis using significant unobservable inputs (Level 3), for the three and six months ended June 30, 2021 and 2020 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Beginning of period $ 29,763 $ 38,939 $ 36,249 $ 29,657 Amounts settled (2,539) (3,221) (3,690) (5,682) Changes in fair value recorded in earnings 117 6,045 (5,336) 18,507 Effect of currency translation 106 294 224 (425) End of period $ 27,447 $ 42,057 $ 27,447 $ 42,057 At June 30, 2021, the fair value measurements of the contingent consideration obligations were determined using risk-adjusted discount rates ranging from approximately 10.0% to 15.0% (weighted average rate of approximately 11%, weighted based on relative fair value). 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, net. Amounts recorded for the current and noncurrent portions of acquisition-related contingent consideration are included in Accounts payable and 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, 2021 by acquisition (in thousands): Balance as of December 31, 2020 Changes in Fair Value Recorded in Earnings Amounts Settled and Other Balance as of June 30, 2021 Auxilium acquisition $ 14,484 $ (490) $ (635) $ 13,359 Lehigh Valley Technologies, Inc. acquisitions 13,100 (5,181) (2,219) 5,700 Other 8,665 335 (612) 8,388 Total $ 36,249 $ (5,336) $ (3,466) $ 27,447 Nonrecurring Fair Value Measurements The Company’s financial assets and liabilities measured at fair value on a nonrecurring basis during the six months ended June 30, 2021 were as follows (in thousands): Fair Value Measurements during the Six Months Ended June 30, 2021 (1) using: Total Expense for the Six Months Ended June 30, 2021 Level 1 Inputs Level 2 Inputs Level 3 Inputs Intangible assets, excluding goodwill (2) $ — $ — $ 5,011 $ (7,811) Certain property, plant and equipment — — — (427) Total $ — $ — $ 5,011 $ (8,238) __________ (1) The fair value amounts are presented as of the date of the fair value measurement as these assets are not measured at fair value on a recurring basis. Such measurements generally occur in connection with our quarter-end financial reporting close procedures. |
INVENTORIES
INVENTORIES | 6 Months Ended |
Jun. 30, 2021 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | NOTE 7. INVENTORIES Inventories consist of the following at June 30, 2021 and December 31, 2020 (in thousands): June 30, 2021 December 31, 2020 Raw materials (1) $ 102,030 $ 99,495 Work-in-process (1) 90,301 98,753 Finished goods (1) 146,125 154,012 Total $ 338,456 $ 352,260 __________ (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 is classified as noncurrent inventory and is not included in the table above. At June 30, 2021 and December 31, 2020, $7.2 million and $13.2 million, respectively, of noncurrent inventory was included in Other assets in the Condensed Consolidated Balance Sheets. As of June 30, 2021 and December 31, 2020, the Company’s Condensed Consolidated Balance Sheets included approximately $12.5 million and $37.5 million, respectively, of capitalized pre-launch inventories related to products that were not yet available to be sold. |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
LEASES | NOTE 8. LEASES The following table presents information about the Company’s right-of-use assets and lease liabilities at June 30, 2021 and December 31, 2020 (in thousands): Balance Sheet Line Items June 30, 2021 December 31, 2020 Right-of-use assets: Operating lease right-of-use assets Operating lease assets $ 31,945 $ 37,030 Finance lease right-of-use assets Property, plant and equipment, net 42,927 47,549 Total right-of-use assets $ 74,872 $ 84,579 Operating lease liabilities: Current operating lease liabilities Current portion of operating lease liabilities $ 11,890 $ 11,613 Noncurrent operating lease liabilities Operating lease liabilities, less current portion 32,871 38,132 Total operating lease liabilities $ 44,761 $ 49,745 Finance lease liabilities: Current finance lease liabilities Accounts payable and accrued expenses $ 6,528 $ 6,227 Noncurrent finance lease liabilities Other liabilities 21,627 25,027 Total finance lease liabilities $ 28,155 $ 31,254 The following table presents information about lease costs and expenses and sublease income for the three and six months ended June 30, 2021 and 2020 (in thousands): Three Months Ended June 30, Six Months Ended June 30, Statement of Operations Line Items 2021 2020 2021 2020 Operating lease cost Various (1) $ 3,521 $ 3,112 $ 7,257 $ 7,104 Finance lease cost: Amortization of right-of-use assets Various (1) $ 2,311 $ 2,311 $ 4,622 $ 4,622 Interest on lease liabilities Interest expense, net $ 338 $ 441 $ 705 $ 907 Other lease costs and income: Variable lease costs (2) Various (1) $ 3,042 $ 2,184 $ 6,064 $ 4,842 Sublease income Various (1) $ (947) $ (932) $ (1,880) $ (1,793) __________ (1) Amounts are included in the Condensed Consolidated Statements of Operations based on the function that the underlying leased asset supports. The following table presents the components of such aggregate amounts for the three and six months ended June 30, 2021 and 2020 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Cost of revenues $ 2,986 $ 2,446 $ 6,044 $ 5,774 Selling, general and administrative $ 4,887 $ 4,179 $ 9,911 $ 8,900 Research and development $ 54 $ 50 $ 108 $ 101 (2) Amounts represent variable lease costs incurred that were not included in the initial measurement of the lease liability such as common area maintenance and utilities costs associated with leased real estate and certain costs associated with our automobile leases. The following table provides certain cash flow and supplemental noncash information related to our lease liabilities for the six months ended June 30, 2021 and 2020 (in thousands): Six Months Ended June 30, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash payments for operating leases $ 6,453 $ 7,125 Operating cash payments for finance leases $ 1,297 $ 1,493 Financing cash payments for finance leases $ 2,669 $ 2,393 |
LEASES | NOTE 8. LEASES The following table presents information about the Company’s right-of-use assets and lease liabilities at June 30, 2021 and December 31, 2020 (in thousands): Balance Sheet Line Items June 30, 2021 December 31, 2020 Right-of-use assets: Operating lease right-of-use assets Operating lease assets $ 31,945 $ 37,030 Finance lease right-of-use assets Property, plant and equipment, net 42,927 47,549 Total right-of-use assets $ 74,872 $ 84,579 Operating lease liabilities: Current operating lease liabilities Current portion of operating lease liabilities $ 11,890 $ 11,613 Noncurrent operating lease liabilities Operating lease liabilities, less current portion 32,871 38,132 Total operating lease liabilities $ 44,761 $ 49,745 Finance lease liabilities: Current finance lease liabilities Accounts payable and accrued expenses $ 6,528 $ 6,227 Noncurrent finance lease liabilities Other liabilities 21,627 25,027 Total finance lease liabilities $ 28,155 $ 31,254 The following table presents information about lease costs and expenses and sublease income for the three and six months ended June 30, 2021 and 2020 (in thousands): Three Months Ended June 30, Six Months Ended June 30, Statement of Operations Line Items 2021 2020 2021 2020 Operating lease cost Various (1) $ 3,521 $ 3,112 $ 7,257 $ 7,104 Finance lease cost: Amortization of right-of-use assets Various (1) $ 2,311 $ 2,311 $ 4,622 $ 4,622 Interest on lease liabilities Interest expense, net $ 338 $ 441 $ 705 $ 907 Other lease costs and income: Variable lease costs (2) Various (1) $ 3,042 $ 2,184 $ 6,064 $ 4,842 Sublease income Various (1) $ (947) $ (932) $ (1,880) $ (1,793) __________ (1) Amounts are included in the Condensed Consolidated Statements of Operations based on the function that the underlying leased asset supports. The following table presents the components of such aggregate amounts for the three and six months ended June 30, 2021 and 2020 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Cost of revenues $ 2,986 $ 2,446 $ 6,044 $ 5,774 Selling, general and administrative $ 4,887 $ 4,179 $ 9,911 $ 8,900 Research and development $ 54 $ 50 $ 108 $ 101 (2) Amounts represent variable lease costs incurred that were not included in the initial measurement of the lease liability such as common area maintenance and utilities costs associated with leased real estate and certain costs associated with our automobile leases. The following table provides certain cash flow and supplemental noncash information related to our lease liabilities for the six months ended June 30, 2021 and 2020 (in thousands): Six Months Ended June 30, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash payments for operating leases $ 6,453 $ 7,125 Operating cash payments for finance leases $ 1,297 $ 1,493 Financing cash payments for finance leases $ 2,669 $ 2,393 |
GOODWILL AND OTHER INTANGIBLES
GOODWILL AND OTHER INTANGIBLES | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLES | NOTE 9. GOODWILL AND OTHER INTANGIBLES Goodwill The following table presents information about our goodwill at June 30, 2021 and December 31, 2020 (in thousands): Branded Pharmaceuticals Sterile Injectables Generic Pharmaceuticals International Pharmaceuticals Total Goodwill as of December 31, 2020 $ 828,818 $ 2,731,193 $ — $ — $ 3,560,011 Goodwill as of June 30, 2021 $ 828,818 $ 2,731,193 $ — $ — $ 3,560,011 The carrying amounts of goodwill at June 30, 2021 and December 31, 2020 are net of the following accumulated impairments (in thousands): Branded Pharmaceuticals Sterile Injectables Generic Pharmaceuticals International Pharmaceuticals Total Accumulated impairment losses as of December 31, 2020 $ 855,810 $ — $ 3,142,657 $ 546,251 $ 4,544,718 Accumulated impairment losses as of June 30, 2021 $ 855,810 $ — $ 3,142,657 $ 561,068 $ 4,559,535 Other Intangible Assets Changes in the amount of other intangible assets for the six months ended June 30, 2021 are set forth in the table below (in thousands): Cost basis: Balance as of December 31, 2020 Acquisitions Impairments Effect of Currency Translation Balance as of June 30, 2021 Indefinite-lived intangibles: In-process research and development $ 3,000 $ — $ — $ — $ 3,000 Total indefinite-lived intangibles $ 3,000 $ — $ — $ — $ 3,000 Finite-lived intangibles: Licenses (weighted average life of 14 years) $ 439,230 $ 2,485 $ (1,300) $ — $ 440,415 Tradenames 6,409 — — — 6,409 Developed technology (weighted average life of 12 years) 6,442,734 — (6,511) 7,065 6,443,288 Total finite-lived intangibles (weighted average life of 12 years) $ 6,888,373 $ 2,485 $ (7,811) $ 7,065 $ 6,890,112 Total other intangibles $ 6,891,373 $ 2,485 $ (7,811) $ 7,065 $ 6,893,112 Accumulated amortization: Balance as of December 31, 2020 Amortization Impairments Effect of Currency Translation Balance as of June 30, 2021 Finite-lived intangibles: Licenses $ (415,193) $ (2,512) $ — $ — $ (417,705) Tradenames (6,409) — — — (6,409) Developed technology (3,728,963) (186,688) — (4,692) (3,920,343) Total other intangibles $ (4,150,565) $ (189,200) $ — $ (4,692) $ (4,344,457) Net other intangibles $ 2,740,808 $ 2,548,655 Amortization expense for the three and six months ended June 30, 2021 totaled $94.1 million and $189.2 million, respectively. Amortization expense for the three and six months ended June 30, 2020 totaled $104.5 million and $221.7 million, respectively. Amortization expense is included in Cost of revenues in the Condensed Consolidated Statements of Operations. For intangible assets subject to amortization, estimated amortization expense for the five fiscal years subsequent to December 31, 2020 is as follows (in thousands): 2021 $ 373,132 2022 $ 357,260 2023 $ 315,018 2024 $ 280,356 2025 $ 258,659 Impairments Goodwill and indefinite-lived intangible assets are tested for impairment annually and when events or changes in circumstances indicate that the asset might be impaired. Our annual assessment is performed as of October 1. As part of our goodwill and intangible asset impairment assessments, we estimate the fair values of our reporting units and our intangible assets using an income approach that utilizes a discounted cash flow model or, where appropriate, a market approach. The discounted cash flow models are dependent upon our estimates of future cash flows and other factors including estimates of (i) future operating performance, including future sales, long-term growth rates, operating margins, discount rates and the probability of achieving the estimated cash flows and (ii) future economic conditions. 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 are determined 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. Any impairment charges resulting from annual or interim goodwill and intangible asset impairment assessments are recorded to Asset impairment charges in our Condensed Consolidated Statements of Operations. During the three and six months ended June 30, 2021 and 2020, the Company incurred the following goodwill and other intangible asset impairment charges (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Goodwill impairment charges $ — $ — $ — $ 32,786 Other intangible asset impairment charges $ 4,929 $ — $ 7,811 $ 63,751 Except as described below, pre-tax non-cash asset impairment charges related primarily to certain in-process research and development and/or developed technology intangible assets that were tested for impairment following changes in market conditions and certain other factors impacting recoverability. As a result of certain business decisions that occurred during the first quarter of 2020, we tested the goodwill of our Paladin reporting unit for impairment as of March 31, 2020. The fair value of the reporting unit was estimated using an income approach that utilized a discounted cash flow model. The discount rate utilized in this test was 9.5%. This goodwill impairment test resulted in a pre-tax non-cash goodwill impairment charge of $32.8 million during the three months ended March 31, 2020, representing the remaining carrying amount. This impairment was primarily attributable to portfolio decisions and updated market expectations during the quarter. We are closely monitoring the impact of COVID-19 on our business. It is possible that COVID-19 could result in reductions to the estimated fair values of our goodwill and other intangible assets, which could ultimately result in asset impairment charges that may be material. |
CONTRACT ASSETS AND LIABILITIES
CONTRACT ASSETS AND LIABILITIES | 6 Months Ended |
Jun. 30, 2021 | |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract] | |
CONTRACT ASSETS AND LIABILITIES | NOTE 10. CONTRACT ASSETS AND LIABILITIES Our revenue consists almost entirely of sales of our pharmaceutical products to customers, whereby we ship products to a customer pursuant to a purchase order. Revenue contracts such as these do not generally give rise to contract assets or contract liabilities because: (i) the underlying contracts generally have only a single performance obligation and (ii) we do not generally receive consideration until the performance obligation is fully satisfied. At June 30, 2021, the unfulfilled performance obligations for these types of contracts relate to ordered but undelivered products. We generally expect to fulfill the performance obligations and recognize revenue within one week of entering into the underlying contract. Based on the short-term initial contract duration, additional disclosure about the remaining performance obligations is not required. Certain of our other revenue-generating contracts, including license and collaboration agreements, may result in contract assets and/or contract liabilities. For example, we may recognize contract liabilities upon receipt of certain upfront and milestone payments from customers when there are remaining performance obligations. The following table shows the opening and closing balances of contract assets and contract liabilities from contracts with customers (dollars in thousands): June 30, 2021 December 31, 2020 $ Change % Change Contract assets, net (1) $ 13,025 $ 13,525 $ (500) (4) % Contract liabilities, net (2) $ 5,346 $ 6,028 $ (682) (11) % __________ (1) At June 30, 2021 and December 31, 2020, approximately $2.6 million and $3.2 million, respectively, of these contract asset amounts are classified as current and are included in Prepaid expenses and other current assets in the Company’s Condensed Consolidated Balance Sheets. The remaining amounts are classified as noncurrent and are included in Other assets. (2) At June 30, 2021 and December 31, 2020, approximately $1.0 million and $1.4 million, respectively, of these contract liability amounts are classified as current and are included in Accounts payable and accrued expenses in the Company’s Condensed Consolidated Balance Sheets. The remaining amounts are classified as noncurrent and are included in Other liabilities. During the six months ended June 30, 2021, approximately $0.3 million of revenue was recognized that was included in the contract liability balance at December 31, 2020. During the six months ended June 30, 2021, we recognized revenue of $18.3 million relating to performance obligations satisfied, or partially satisfied, in prior periods. Such revenue generally relates to changes in estimates with respect to our variable consideration. |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 6 Months Ended |
Jun. 30, 2021 | |
Accounts Payable and Accrued Liabilities, Current [Abstract] | |
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | NOTE 11. ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses include the following at June 30, 2021 and December 31, 2020 (in thousands): June 30, 2021 December 31, 2020 Trade accounts payable $ 103,842 $ 94,408 Returns and allowances 190,989 207,916 Rebates 130,245 126,644 Chargebacks 2,080 2,177 Accrued interest 107,953 98,105 Accrued payroll and related benefits 105,649 130,092 Accrued royalties and other distribution partner payables 46,162 59,745 Acquisition-related contingent consideration—current 5,651 8,566 Other 132,430 108,287 Total $ 825,001 $ 835,940 |
DEBT
DEBT | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 12. DEBT The following table presents information about the Company’s total indebtedness at June 30, 2021 and December 31, 2020 (dollars in thousands): June 30, 2021 December 31, 2020 Effective Interest Rate Principal Amount Carrying Amount Effective Interest Rate Principal Amount Carrying Amount 7.25% Senior Notes due 2022 7.25 % $ 8,294 $ 8,294 7.25 % $ 8,294 $ 8,294 5.75% Senior Notes due 2022 5.75 % 172,048 172,048 5.75 % 172,048 172,048 5.375% Senior Notes due 2023 5.62 % 6,127 6,105 5.62 % 6,127 6,098 6.00% Senior Notes due 2023 6.28 % 56,436 56,132 6.28 % 56,436 56,063 5.875% Senior Secured Notes due 2024 6.14 % 300,000 297,592 6.14 % 300,000 297,267 6.00% Senior Notes due 2025 6.27 % 21,578 21,389 6.27 % 21,578 21,366 7.50% Senior Secured Notes due 2027 7.70 % 2,015,479 1,996,434 7.70 % 2,015,479 1,995,142 9.50% Senior Secured Second Lien Notes due 2027 9.68 % 940,590 932,851 9.68 % 940,590 932,395 6.00% Senior Notes due 2028 6.11 % 1,260,416 1,252,189 6.11 % 1,260,416 1,251,725 6.125% Senior Secured Notes due 2029 6.34 % 1,295,000 1,277,845 — — Term Loan Facility 6.12 % 1,995,000 1,955,078 5.21 % 3,295,475 3,274,330 Revolving Credit Facility 2.63 % 300,000 300,000 2.69 % 300,000 300,000 Total long-term debt, net $ 8,370,968 $ 8,275,957 $ 8,376,443 $ 8,314,728 Less: current portion, net 223,142 223,142 34,150 34,150 Total long-term debt, less current portion, net $ 8,147,826 $ 8,052,815 $ 8,342,293 $ 8,280,578 The Company and its subsidiaries, with certain customary exceptions, guarantee or serve as issuers or borrowers of the debt instruments representing substantially all of the Company’s indebtedness at June 30, 2021. The obligations under (i) the 5.875% Senior Secured Notes due 2024, (ii) the 7.50% Senior Secured Notes due 2027, (iii) the 6.125% Senior Secured Notes due 2029 and (iv) the Credit Agreement and related loan documents are secured on a pari passu basis by a perfected first priority lien (subject to certain permitted liens) on the collateral securing such instruments, which collateral represents substantially all of the assets of the issuers or borrowers and the guarantors party thereto (subject to customary exceptions). The obligations under the 9.50% Senior Secured Second Lien Notes due 2027 are secured by a second priority lien (subject to certain permitted liens) on, and on a junior basis with respect to, the collateral securing the obligations under the Credit Agreement, the 5.875% Senior Secured Notes due 2024, the 7.50% Senior Secured Notes due 2027 and the 6.125% Senior Secured Notes due 2029 and the related guarantees. Our senior unsecured notes are unsecured and effectively subordinated in right of priority to the Credit Agreement, the 5.875% Senior Secured Notes due 2024, the 7.50% Senior Secured Notes due 2027, the 9.50% Senior Secured Second Lien Notes due 2027 and the 6.125% Senior Secured Notes due 2029, in each case to the extent of the value of the collateral securing such instruments. The aggregate estimated fair value of the Company’s long-term debt, which was estimated using inputs based on quoted market prices for the same or similar debt issuances, was $7.9 billion and $8.4 billion at June 30, 2021 and December 31, 2020, respectively. Based on this valuation methodology, we determined these debt instruments represent Level 2 measurements within the fair value hierarchy. Credit Facilities Following the March 2021 Refinancing Transactions (as defined and further described below), the Company and certain of its subsidiaries are party to a credit agreement (as amended and/or restated from time to time, the Credit Agreement), which provides for (i) a $1,000.0 million senior secured revolving credit facility (the Revolving Credit Facility) and (ii) a $2,000.0 million senior secured term loan facility (the Term Loan Facility and, together with the Revolving Credit Facility, the Credit Facilities). Current amounts outstanding under the Credit Facilities are set forth in the table above. After giving effect to borrowings under the Revolving Credit Facility and issued and outstanding letters of credit, approximately $695.0 million of remaining credit is available under the Revolving Credit Facility as of June 30, 2021. The Company’s outstanding debt agreements contain a number of restrictive covenants, including certain limitations on the Company’s ability to incur additional indebtedness. The Credit Agreement contains affirmative and negative covenants and events of default that the Company believes to be customary for a senior secured credit facility of this type. The negative covenants include, among other things, limitations on asset sales, mergers and acquisitions, indebtedness, liens, dividends and other restricted payments, investments and transactions with the Company’s affiliates. As of June 30, 2021 and December 31, 2020, we were in compliance with all such covenants. The events of default include, among other things, non-payment of principal or interest, breach of covenants, certain bankruptcies, cross default with respect to certain debt having a principal amount in excess of $150.0 million and the entry of certain non-appealable judgments by a court for the payment of money in excess of $150.0 million (net of amounts covered by insurance) that have not been paid or discharged within certain specified time periods and during which time execution has not been stayed. The events of default are subject to certain grace periods, may require the administrative agent or lenders to take certain action to accelerate the outstanding loans and other secured obligations under the Credit Agreement and may be waived, cured or amended in a number of circumstances. The commitments under the Revolving Credit Facility generally mature as follows: (i) approximately $76.0 million in April 2022 (provided however that such amounts will generally mature in October 2021 if the 7.25% Senior Notes due 2022 and the 5.75% Senior Notes due 2022 are not each refinanced or repaid in full prior to the date that is 91 days prior to their January 15, 2022 maturity dates), (ii) approximately $248.7 million in March 2024 and (iii) approximately $675.3 million in March 2026. Principal payments on the Term Loan Facility equal to 0.25% of the initial $2,000.0 million principal amount are generally payable quarterly, beginning on June 30, 2021 and extending until the Term Loan Facility’s ultimate maturity date in 2028 (which may spring to an earlier date as described below), at which time the remaining principal amount outstanding will be payable. The maturity date of the Term Loan Facility will be accelerated to: (i) December 2026 if the 7.50% Senior Secured Notes due 2027 have not been repaid or refinanced prior to the date that is 91 days prior to their April 1, 2027 maturity date and the related principal amount of such notes outstanding on such date is at least $500.0 million or (ii) May 2027 if the 9.50% Senior Secured Second Lien Notes due 2027 have not been repaid or refinanced prior to the date that is 91 days prior to their July 31, 2027 maturity date and the related principal amount of such notes outstanding on such date is at least $500.0 million. Borrowings under the Revolving Credit Facility bear interest, at the borrower’s election, at a rate equal to (i) an applicable margin between 1.50% and 3.00% depending on the Company’s Total Net Leverage Ratio plus London Interbank Offered Rate (LIBOR) or (ii) an applicable margin between 0.50% and 2.00% depending on the Company’s Total Net Leverage Ratio plus the Alternate Base Rate (as defined in the Credit Agreement). In addition, borrowings under our Term Loan Facility bear interest, at the borrower’s election, at a rate equal to (i) 5.00% plus LIBOR, subject to a LIBOR floor of 0.75%, or (ii) 4.00% plus the Alternate Base Rate, subject to an Alternate Base Rate floor of 1.75%. Senior Notes and Senior Secured Notes Following the March 2021 Refinancing Transactions, our various senior notes and senior secured notes mature between 2022 and 2029. The indentures governing these notes generally allow for redemption prior to maturity, in whole or in part, subject to certain restrictions and limitations described therein, in the following ways: • Until a date specified in each indenture (the Non-Call Period), the notes may be redeemed, in whole or in part, by paying the sum of: (i) 100% of the principal amount being redeemed, (ii) an applicable make-whole premium as described in each indenture and (iii) accrued and unpaid interest to, but excluding, the redemption date. As of June 30, 2021, the Non-Call Period has expired for each of our notes except for the 7.50% Senior Secured Notes due 2027, the 9.50% Senior Secured Second Lien Notes due 2027, the 6.00% Senior Notes due 2028 and the 6.125% Senior Secured Notes due 2029. • After the Non-Call Period specified in each indenture, the notes may be redeemed, in whole or in part, at redemption prices set forth in each indenture, plus accrued and unpaid interest to, but excluding, the redemption date. The redemption prices for each of our notes vary over time. The redemption prices pursuant to this clause range from 100.000% to 107.125% of principal at June 30, 2021; however, these redemption prices generally decrease to 100% of the principal amount of the applicable notes over time as the notes approach maturity pursuant to a step-down schedule set forth in each of the indentures. • Until a date specified in each indenture, the notes may be redeemed, in part (up to 35% or 40% of the principal amount outstanding as specified in each indenture), with the net cash proceeds from specified equity offerings at redemption prices set forth in each indenture, plus accrued and unpaid interest to, but excluding, the redemption date. As of June 30, 2021, this clause has expired for each of our notes except for the 7.50% Senior Secured Notes due 2027, the 9.50% Senior Secured Second Lien Notes due 2027, the 6.00% Senior Notes due 2028 and the 6.125% Senior Secured Notes due 2029, for which the specified redemption premiums are 107.500%, 109.500%, 106.000% and 106.125%, respectively. We have eliminated substantially all of the restrictive covenants and certain events of default in the indentures governing our senior unsecured notes, except for those in the indenture governing the 6.00% Senior Notes due 2028. The indentures governing our various senior secured notes and the 6.00% Senior Notes due 2028 contain affirmative and negative covenants and events of default that the Company believes to be customary for similar indentures. Under these indentures, the negative covenants, among other things, restrict the Company’s ability and the ability of its restricted subsidiaries (as defined in the indentures) to incur certain additional indebtedness and issue preferred stock; make certain dividends, distributions, investments and other restricted payments; sell certain assets; enter into sale and leaseback transactions; agree to certain restrictions on the ability of restricted subsidiaries to make certain payments to the Company or any of its restricted subsidiaries; create certain liens; merge, consolidate or sell all or substantially all of the Company’s assets; enter into certain transactions with affiliates or designate subsidiaries as unrestricted subsidiaries. These covenants are subject to a number of exceptions and qualifications, including the fall away or revision of certain of these covenants and release of collateral in the case of the senior secured notes, upon the notes receiving investment grade credit ratings. At June 30, 2021 and December 31, 2020, we were in compliance with all covenants contained in the indentures governing our various senior notes and senior secured notes. In addition, pursuant to the terms of the indentures governing certain of our senior unsecured notes, the restricted subsidiaries of Endo International plc, whose assets comprise substantially all of the Company’s consolidated total assets after intercompany eliminations, are subject to various restrictions limiting their ability to transfer assets in excess of certain thresholds to Endo International plc. Under these indentures, the events of default include, among other things, non-payment of principal or interest, breach of covenants, certain bankruptcies, failure to make any required payment at maturity on certain debt having a principal amount in excess of $150.0 million, or the acceleration of such debt, and the entry of certain judgments by a court for the payment of money in excess of $150.0 million (net of amounts covered by insurance) that have not been satisfied, stayed, rescinded or annulled within certain specified time periods. The events of default are subject to certain grace periods, may require the trustee or holders to take certain action to accelerate the notes and may be waived or amended in a number of circumstances. Debt Financing Transactions Set forth below are certain disclosures relating to debt financing transactions that occurred during the six months ended June 30, 2021 and the year ended December 31, 2020. For additional disclosures relating to debt financing transactions that occurred during the year ended December 31, 2020, refer to Note 15. Debt in the Consolidated Financial Statements included in Part IV, Item 15 of the Annual Report. June 2020 Refinancing In June 2020, the Company executed certain transactions (the June 2020 Refinancing Transactions) that included, among other things, the exchanges by certain of the Company’s wholly-owned subsidiaries of certain series of senior notes for certain newly issued senior secured notes and senior notes and $47.2 million in cash paid by the Company. The June 2020 Refinancing Transactions were accounted for as debt modifications. Following the June 2020 Refinancing Transactions, previously deferred and unamortized amounts associated with the old notes exchanged are now being amortized over the respective terms of the new notes. In connection with the June 2020 Refinancing Transactions, we incurred fees to third parties of approximately $31.1 million, substantially all of which were charged to expense during the second quarter of 2020 and were included in Selling, general and administrative expenses in the Condensed Consolidated Statements of Operations. August 2020 Tender Offer In August 2020, the Company repurchased and retired approximately $10 million aggregate principal of 5.75% Senior Notes due 2022 pursuant to a tender offer (the August 2020 Tender Offer). March 2021 Refinancing In March 2021, the Company executed certain transactions (the March 2021 Refinancing Transactions) that included: • refinancing in full its previously-existing term loans, which had approximately $3,295.5 million of principal outstanding immediately before refinancing (the Existing Term Loans), with the proceeds from: (i) a new $2,000.0 million term loan (the Term Loan Facility) and (ii) $1,295.0 million of newly issued 6.125% Senior Secured Notes due 2029 (collectively, the Term Loan Refinancing); • extending the maturity of approximately $675.3 million of existing revolving commitments under the Revolving Credit Facility to March 2026; and • making certain other modifications to the credit agreement that was in effect immediately prior to the March 2021 Refinancing Transactions (the Prior Credit Agreement). The changes to the Credit Facilities and the Prior Credit Agreement were effected pursuant to an amendment and restatement agreement entered into by the Company in March 2021 (the Restatement Agreement), which amended and restated the Prior Credit Agreement (as amended and restated by the Restatement Agreement, the Credit Agreement), among Endo International plc, certain of its subsidiaries, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent, issuing bank and swingline lender. The 6.125% Senior Secured Notes due 2029 were issued in March 2021 in a private offering to “qualified institutional buyers” (as defined in Rule 144A under the Securities Act) and outside the U.S. to non-U.S. persons in compliance with Regulation S under the Securities Act. These notes, along with the Company’s other first lien obligations, are secured on a pari passu basis by a perfected first priority lien on the collateral securing these notes. They are guaranteed on a senior secured basis by the Company and its subsidiaries that also guarantee the Credit Agreement. Interest on these notes is payable semiannually in arrears on April 1 and October 1 of each year, beginning on October 1, 2021. These notes will mature on April 1, 2029 but may be redeemed earlier, in whole or in part, subject to limitations as described in the indenture. The $2,000.0 million portion of the Term Loan Refinancing associated with the new term loan was accounted for as a debt modification, while the $1,295.0 million portion associated with the new notes issued was accounted for as an extinguishment. During the first quarter of 2021, in connection with the Term Loan Refinancing, $7.8 million of deferred and unamortized costs associated with the Existing Term Loans, representing the portion associated with the extinguishment, was charged to expense and included in the Loss on extinguishment of debt line item in the Condensed Consolidated Statements of Operations. The Company also incurred an additional $56.7 million of new costs and fees, of which: (i) $29.2 million and $17.6 million have been deferred to be amortized as interest expense over the terms of the Term Loan Facility and the newly issued 6.125% Senior Secured Notes due 2029, respectively; (ii) $6.0 million was considered debt extinguishment costs and was charged to expense in the first quarter of 2021 and included in the Loss on extinguishment of debt line item in the Condensed Consolidated Statements of Operations; and (iii) $3.9 million was considered debt modification costs and was charged to expense in the first quarter of 2021 and included in the Selling, general and administrative expense line item in the Condensed Consolidated Statements of Operations. During the first quarter of 2021, the Company also incurred $2.1 million of new costs and fees associated with the extension of the Revolving Credit Facility, which have been deferred and are being amortized as interest expense over the new term of the Revolving Credit Facility. Maturities The following table presents, as of June 30, 2021, the maturities on our long-term debt for each of the five fiscal years subsequent to December 31, 2020 (in thousands): Maturities (1) 2021 $ 15,000 2022 (2) $ 223,142 2023 $ 82,563 2024 (2) $ 394,600 2025 $ 41,578 __________ (1) Per the terms of the Credit Agreement, certain amounts borrowed pursuant to the Credit Facilities could mature prior to their scheduled maturity date if certain of our senior notes are not refinanced or repaid prior to the date that is 91 days prior to the respective stated maturity dates thereof. Accordingly, we may seek to repay or refinance certain senior notes prior to their stated maturity dates or otherwise may be required to repay certain amounts borrowed pursuant to the Credit Facilities prior to their scheduled maturity dates. The amounts in this maturities table represent the originally scheduled maturity dates and do not reflect any potential early repayments or refinancings. For additional information, refer to the discussion above under the heading “Credit Facilities.” (2) Based on the Company’s borrowings under the Revolving Credit Facility that were outstanding at June 30, 2021, $22.8 million will mature in 2022 and $74.6 million will mature in 2024, with the remainder maturing in 2026. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 13. COMMITMENTS AND CONTINGENCIES Legal Proceedings and Investigations We and certain of our subsidiaries are involved in various claims, legal proceedings and internal and governmental investigations (collectively, proceedings) arising from time to time, including, among others, those relating to product liability, intellectual property, regulatory compliance, consumer protection, tax and commercial matters. While we cannot predict the outcome of these proceedings and we intend to vigorously prosecute or defend our position as appropriate, there can be no assurance that we will be successful or obtain any requested relief. An adverse outcome in any of these proceedings could have a material adverse effect on our business, financial condition, results of operations and cash flows. We are subject to a number of matters that are not being disclosed herein because, in the opinion of our management, these matters are immaterial both individually and in the aggregate with respect to our financial position, results of operations and cash flows. We believe that certain settlements and judgments, as well as legal defense costs, relating to certain product liability or other matters are or may be covered in whole or in part under our 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 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 realization of the potential claim for recovery is considered probable. Amounts recovered under our insurance policies could be materially less than stated coverage limits and may not be adequate to cover damages, other relief and/or costs relating to claims. In addition, there is no guarantee that insurers will pay claims in the amounts that we expect or that coverage will otherwise be available. See the risk factor “We may not have and may be unable to obtain or maintain insurance adequate to cover potential liabilities” in this report for more information. As a result of the possibility or occurrence of an unfavorable outcome with respect to any legal proceeding, at any given time, we may be engaged in one or more strategic reviews of all or a portion of our business. Any such review or contingency planning could ultimately result in our pursuing one or more significant corporate transactions or other remedial measures, including on a preventative or proactive basis. Actions that may be evaluated or pursued could include reorganization or restructuring activities of all or a portion of our business, asset sales or other divestitures, cost-saving initiatives or other corporate realignments, seeking strategic partnerships and exiting certain product or geographic markets. Some of these measures could take significant time to implement and others may require judicial or other third party approval. As of June 30, 2021, our accrual for loss contingencies totaled $349.2 million, the most significant components of which relate to product liability and related matters associated with transvaginal surgical mesh products, which we have not sold since March 2016. Although we believe there is a 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. While the timing of the resolution of certain of the matters accrued for as loss contingencies remains uncertain and could extend beyond 12 months, as of June 30, 2021, the entire liability accrual amount is classified in the Current portion of legal settlement accrual in the Condensed Consolidated Balance Sheets. Vaginal Mesh Matters Since 2008, we and certain of our subsidiaries, including American Medical Systems Holdings, Inc. (AMS) (subsequently converted to Astora Women’s Health Holding LLC and merged into Astora Women’s Health LLC and referred to herein as AMS and/or Astora), have been named as defendants in multiple lawsuits in various state and federal courts in the U.S., Canada, Australia and other countries, alleging personal injury resulting from the use of transvaginal surgical mesh products designed to treat pelvic organ prolapse (POP) and stress urinary incontinence (SUI). We have not sold such products since March 2016. Plaintiffs claim a variety of personal injuries, including chronic pain, incontinence, inability to control bowel function and permanent deformities, and seek compensatory and punitive damages, where available. Various Master Settlement Agreements (MSAs) and other agreements have resolved approximately 70,000 filed and unfiled U.S. mesh claims as of June 30, 2021. These MSAs and other agreements were entered into at various times between June 2013 and the present, were solely by way of compromise and settlement and were not 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 QSFs into which the settlement funds will be deposited, establish participation requirements and allow for a reduction of the total settlement payment in the event participation thresholds are not met. Funds deposited in QSFs are considered restricted cash and/or restricted cash equivalents. Distribution of funds to any individual claimant is conditioned upon the receipt of documentation substantiating product use, the dismissal of any lawsuit and the release of the claim as to us and all affiliates. Prior to receiving funds, an individual claimant must represent and warrant that liens, assignment rights or other claims identified in the claims administration process have been or will be satisfied by the individual claimant. Confidentiality provisions apply to the settlement funds, amounts allocated to individual claimants and other terms of the agreements. The following table presents the changes in the QSFs and mesh liability accrual balances during the six months ended June 30, 2021 (in thousands): Qualified Settlement Funds Mesh Liability Accrual Balance as of December 31, 2020 $ 126,998 $ 330,921 Additional charges — — Cash contributions to Qualified Settlement Funds 2,000 — Cash distributions to settle disputes from Qualified Settlement Funds (26,255) (26,255) Cash distributions to settle disputes — (8,617) Other (1) 14 (509) Balance as of June 30, 2021 $ 102,757 $ 295,540 __________ (1) Amounts deposited in the QSFs may earn interest, which is generally used to pay administrative costs of the funds and is reflected in the table above as an increase to the QSF and Mesh Liability Accrual balances. Any interest remaining after all claims have been paid will generally be distributed to the claimants who participated in that settlement. Also included within this line are foreign currency adjustments for settlements not denominated in U.S. dollars. Charges related to vaginal mesh liability and associated legal fees and other expenses for all periods presented are reported in Discontinued operations, net of tax in our Condensed Consolidated Statements of Operations. As of June 30, 2021, the Company has made total cumulative mesh liability payments of approximately $3.6 billion, $102.8 million of which remains in the QSFs as of June 30, 2021. We currently expect to fund all of the remaining payments under all previously executed settlement agreements during 2021. As funds are disbursed out of the QSFs from time to time, the 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 liability accrual and decrease cash and cash equivalents. We were contacted in October 2012 regarding a civil investigation initiated by various U.S. 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 we subsequently received additional subpoenas from California and other states. We are cooperating with the investigations. We will continue to vigorously defend any unresolved claims and to explore other options as appropriate in our best interests. The earliest trial is currently scheduled for August 2021; however, the timing of trials is uncertain due to the impact of COVID-19 and other factors. Similar matters may be brought by others or the foregoing matters may be expanded. We are unable to predict the outcome of these matters or to estimate the possible range of any additional losses that could be incurred. Although the Company believes it has appropriately estimated the probable total amount of loss associated with all mesh-related matters as of the date of this report, litigation is ongoing in certain cases that have not settled, and it is reasonably possible that further claims may be filed or asserted and that adjustments to our overall liability accrual may be required. This could have a material adverse effect on our business, financial condition, results of operations and cash flows. Opioid-Related Matters Since 2014, multiple U.S. states as well as other governmental persons or entities and private plaintiffs in the U.S. and Canada have filed suit against us and/or certain of our subsidiaries, including Endo Health Solutions Inc. (EHSI), Endo Pharmaceuticals Inc. (EPI), Par Pharmaceutical, Inc. (PPI), Par Pharmaceutical Companies, Inc. (PPCI), Endo Generics Holdings, Inc. (EGHI), Vintage Pharmaceuticals, LLC, Generics Bidco I, LLC, DAVA Pharmaceuticals, LLC, Par Sterile Products, LLC (PSP LLC) and in Canada, Paladin and Endo Ventures Limited, as well as various other manufacturers, distributors, pharmacies and/or others, asserting claims relating to defendants’ alleged sales, marketing and/or distribution practices with respect to prescription opioid medications, including certain of our products. As of July 29, 2021, filed cases in the U.S. of which we were aware include, but are not limited to, approximately 20 cases filed by or on behalf of states; approximately 2,920 cases filed by counties, cities, Native American tribes and/or other government-related persons or entities; approximately 310 cases filed by hospitals, health systems, unions, health and welfare funds or other third-party payers and approximately 190 cases filed by individuals. Certain of the cases have been filed as putative class actions. The Canadian cases include an action filed by British Columbia on behalf of a proposed class of all federal, provincial and territorial governments and agencies in Canada that paid healthcare, pharmaceutical and treatment costs related to opioids, an action filed by the City of Grand Prairie, Alberta, and The Corporation of the City of Brantford, Ontario, on behalf of a proposed class of all local or municipal governments in Canada, as well as three additional putative class actions, filed in Ontario, Quebec and British Columbia, seeking relief on behalf of Canadian residents who were prescribed and/or consumed opioid medications. The complaints in the cases assert a variety of claims, including but not limited to statutory claims asserting violations of public nuisance, consumer protection, unfair trade practices, racketeering, Medicaid fraud and/or drug dealer liability laws and/or common law claims for public nuisance, fraud/misrepresentation, strict liability, negligence and/or unjust enrichment. The claims are generally based on alleged misrepresentations and/or omissions in connection with the sale and marketing of prescription opioid medications and/or alleged failures to take adequate steps to identify and report suspicious orders and to prevent abuse and diversion. Plaintiffs have sought various remedies including, without limitation, declaratory and/or injunctive relief; compensatory, punitive and/or treble damages; restitution, disgorgement, civil penalties, abatement, attorneys’ fees, costs and/or other relief. The damages sought exceed our applicable insurance. Many of the U.S. cases have been coordinated in a federal multidistrict litigation (MDL) pending in the U.S. District Court for the Northern District of Ohio. Other cases are pending in various federal or state courts. As described herein, the cases are at various stages in the litigation process. Some trials or proceedings are ongoing and may be nearing a decision, others are scheduled or may begin during the remainder of 2021, and others are scheduled or may begin as soon as 2022 or 2023. The timing of any scheduled trial is subject to change. Two trials are currently ongoing. A trial began in April 2021 in The People of the State of California v. Purdue Pharma L.P., et al. , a case pending in Superior Court in Orange County, California. Closing arguments in the liability phase of the trial are set to begin in late September 2021; if necessary, a remedy phase will be scheduled after the liability phase concludes. In June 2021, a jury trial began in New York state court in a case involving claims by the State of New York and two New York counties. This trial is limited to the issue of liability for the plaintiffs’ public nuisance claims; the parties have not yet taken discovery on damage or remedy issues. In August 2021, the court, on the plaintiffs’ motion, issued an order to show cause why it should not impose sanctions, including a default judgment on liability, for alleged discovery misconduct and set the matter for an August 6, 2021 hearing date; the plaintiffs are also seeking additional sanctions, including a finding of civil contempt, for an alleged failure to comply with a portion of the order requiring information about certain document productions. Other cases have also been set for trial in various courts around the country. Trials may occur earlier or later than currently scheduled, as timing remains uncertain due to the impact of COVID-19 and other factors. In February 2021, the MDL court declined to certify a proposed class of legal guardians of children born with neonatal abstinence syndrome; plaintiffs filed a motion for reconsideration, which was denied. In September 2019, EPI, EHSI, PPI and PPCI received subpoenas from the New York State Department of Financial Services (DFS) seeking documents and information regarding the marketing, sale and distribution of opioid medications in New York. In June 2020, DFS commenced an administrative action against the Company, EPI, EHSI, PPI and PPCI alleging violations of the New York Insurance Law and New York Financial Services Law. In July 2021, DFS filed an amended statement of charges. The amended statement of charges alleges that fraudulent or otherwise wrongful conduct in the marketing, sale and/or distribution of opioid medications caused false claims to be submitted to insurers and seeks civil penalties for each allegedly fraudulent prescription as well as injunctive relief. A hearing previously set for June 2021 was adjourned; a status conference is set for September 2021. In July 2021, EPI, EHSI, PPI and PPCI, among others, filed a petition for judgment in New York state court seeking to prohibit DFS from proceeding with its administrative enforcement action. We will continue to vigorously defend the foregoing matters and to explore other options as appropriate in our best interests, including entering into settlement negotiations and settlements even in circumstances where we believe we have meritorious defenses. Similar matters may be brought by others or the foregoing matters may be expanded. We are unable to predict the outcome of these matters or to estimate the possible range of any losses that could be incurred. Adjustments to our overall liability accrual may be required in the future, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. In addition to the lawsuits and administrative matters described above, the Company and/or its subsidiaries have received certain subpoenas, civil investigative demands (CIDs) and informal requests for information concerning the sale, marketing and/or distribution of prescription opioid medications, including the following: Various state attorneys general have served subpoenas and/or CIDs on EHSI and/or EPI. We are cooperating with the investigations. In January 2018, EPI received a federal grand jury subpoena from the U.S. District Court for the Southern District of Florida seeking documents and information related to OPANA ® ER, other oxymorphone products and marketing of opioid medications. We are cooperating with the investigation. In December 2020, the Company received an administrative subpoena issued by the U.S. Attorney’s Office for the Western District of Virginia seeking documents related to McKinsey & Company. The Company received a related subpoena in May 2021, also issued by the U.S. Attorney’s Office for the Western District of Virginia. We are cooperating with the investigation. Similar investigations may be brought by others or the foregoing matters may be expanded or result in litigation. We are unable to predict the outcome of these matters or to estimate the possible range of any losses that could be incurred. Adjustments to our overall liability accrual may be required in the future, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. The first MDL trial, relating to the claims of two Ohio counties (Track One plaintiffs), was set for October 2019 but did not go forward after most defendants settled. EPI, EHSI, PPI and PPCI executed a settlement agreement with the Track One plaintiffs in September 2019 which provided for payments totaling $10 million and up to $1 million of VASOSTRICT ® and/or ADRENALIN ® . Under the settlement agreement, the Track One plaintiffs may be entitled to additional payments in the event of a comprehensive resolution of government-related opioid claims. The settlement agreement was solely by way of compromise and settlement and was not in any way an admission of liability or fault by us or any of our subsidiaries. In January 2020, EPI and PPI executed a settlement agreement with the state of Oklahoma providing for a payment of approximately $8.75 million in resolution of potential opioid-related claims. The settlement agreement was solely by way of compromise and settlement and was not in any way an admission of liability or fault by us or any of our subsidiaries. In July 2021, EPI and EHSI reached an agreement to settle the opioid-related claims of nine counties in eastern Tennessee, eighteen municipalities within those counties and a minor individual, all of whom were plaintiffs in a case filed in the Circuit Court for Sullivan County, Tennessee as Staubus, et al. v Purdue Pharma, L.P., et al. , and later known as Sullivan County, et al. v. Purdue Pharma, L.P., et al. The plaintiffs asserted claims under the Tennessee Drug Dealer Liability Act (DDLA) and claimed to be seeking economic damages of approximately $2.5 billion, as well as other relief, including exemplary damages of $10 billion. In April 2021, the court issued an order granting a default judgment on liability against EPI and EHSI and awarding the plaintiffs fees and costs relating to certain discovery issues. The parties’ settlement, which provides for a payment of $35 million, was reached shortly before a scheduled trial limited to the issue of damages. We recorded an accrual for this amount during the second quarter of 2021. The settlement agreement was solely by way of compromise and settlement and was not in any way an admission of liability or fault by us or any of our subsidiaries. Ranitidine Matters In June 2020, an MDL pending in the U.S. District Court for the Southern District of Florida, In re Zantac (Ranitidine) Products Liability Litigation , was expanded to add PPI and numerous other manufacturers and distributors of generic ranitidine as defendants. The claims are generally based on allegations that under certain conditions the active ingredient in Zantac ® and generic ranitidine medications can break down to form an alleged carcinogen known as N-Nitrosodimethylamine (NDMA). The complaints assert a variety of claims, including but not limited to various product liability, breach of warranty, fraud, negligence, statutory and unjust enrichment claims. Plaintiffs generally seek various remedies including, without limitation, compensatory, punitive and/or treble damages; restitution, disgorgement, civil penalties, abatement, attorneys’ fees and costs as well as injunctive and/or other relief. Similar complaints against various defendants have also been filed in certain state courts. PPI and its subsidiaries have not manufactured or sold ranitidine since 2016. The MDL court has issued various case management orders, including orders directing the filing of “master” and short-form complaints, establishing a census registry process for potential claimants and addressing various discovery issues. In December 2020, the court dismissed the master complaints as to PPI and other defendants with leave to amend certain claims. Certain plaintiffs, including third party payers pursuing class action claims, have appealed the dismissal orders to the U.S. Court of Appeals for the Eleventh Circuit. In February 2021, various other plaintiffs filed an amended master personal injury complaint, a consolidated amended consumer economic loss class action complaint and a consolidated medical monitoring class action complaint. PPI was not named as a defendant in the consumer economic loss complaint or the medical monitoring complaint. In July 2021, the MDL court dismissed all claims in the master complaints as to PPI and other generic defendants with prejudice on federal preemption grounds. Plaintiffs’ time to appeal has not yet expired. We will continue to vigorously defend the foregoing matters and to explore other options as appropriate in our best interests. Similar matters may be brought by others or the foregoing matters may be expanded. We are unable to predict the outcome of these matters or to estimate the possible range of any losses that could be incurred. Adjustments to our overall liability accrual may be required in the future, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. Generic Drug Pricing Matters Since March 2016, various private plaintiffs, state attorneys general and other governmental entities have filed cases against our subsidiary PPI and/or, in some instances, the Company, Generics Bidco I, LLC, DAVA Pharmaceuticals, LLC, EPI, EHSI and/or PPCI, as well as other pharmaceutical manufacturers and, in some instances, other corporate and/or individual defendants, alleging price-fixing and other anticompetitive conduct with respect to generic pharmaceutical products. These cases, which include proposed class actions filed on behalf of direct purchasers, end-payers and indirect purchaser resellers, as well as non-class action suits, have generally been consolidated and/or coordinated for pretrial proceedings in a federal MDL pending in the U.S. District Court for the Eastern District of Pennsylvania. There is also a proposed class action filed in the Federal Court of Canada on behalf of a proposed class of Canadian purchasers. The various complaints and amended complaints generally assert claims under federal and/or state antitrust law, state consumer protection statutes and/or state common law, and seek damages, treble damages, civil penalties, disgorgement, declaratory and injunctive relief, costs and attorneys’ fees. Some claims are based on alleged product-specific conspiracies and other claims allege broader, multiple-product conspiracies. Under these overarching conspiracy theories, plaintiffs generally seek to hold all alleged participants in a particular conspiracy jointly and severally liable for all harms caused by the alleged conspiracy, not just harms related to the products manufactured and/or sold by a particular defendant. The MDL court has issued various case management and substantive orders, including orders denying certain motions to dismiss, and discovery is ongoing. We will continue to vigorously defend the foregoing matters and to explore other options as appropriate in our best interests. Similar matters may be brought by others or the foregoing matters may be expanded. We are unable to predict the outcome of these matters or to estimate the possible range of any losses that could be incurred. Adjustments to our overall liability accrual may be required in the future, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. In December 2014, our subsidiary PPI received from the Antitrust Division of the U.S. Department of Justice (DOJ) a federal grand jury subpoena issued by the U.S. District Court for the Eastern District of Pennsylvania addressed to “Par Pharmaceuticals.” The subpoena requested documents and information focused primarily on product and pricing information relating to the authorized generic version of Lanoxin ® (digoxin) oral tablets and generic doxycycline products, and on communications with competitors and others regarding those products. We are cooperating with the investigation. In May 2018, we and our subsidiary PPCI each received a CID from the DOJ in relation to a False Claims Act investigation concerning whether generic pharmaceutical manufacturers engaged in price-fixing and market allocation agreements, paid illegal remuneration and caused the submission of false claims. We are cooperating with the investigation. Similar investigations may be brought by others or the foregoing matters may be expanded or result in litigation. We are unable to predict the outcome of these matters or to estimate the possible range of any losses that could be incurred. Adjustments to our overall liability accrual may be required in the future, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. Other Antitrust Matters Beginning in June 2014, multiple alleged purchasers of OPANA ® ER sued our subsidiaries EHSI and EPI and other pharmaceutical companies including Impax Laboratories, LLC (formerly Impax Laboratories, Inc. and referred to herein as Impax) and Penwest Pharmaceuticals Co., which our subsidiary EPI had acquired, alleging violations of antitrust law arising out of an agreement reached by EPI and Impax to settle certain patent infringement litigation and EPI’s introduction of reformulated OPANA ® ER. Some cases were filed on behalf of putative classes of direct and indirect purchasers, while others were filed on behalf of individual retailers or health care benefit plans. The cases have been consolidated and/or coordinated for pretrial proceedings in a federal MDL pending in the U.S. District Court for the Northern District of Illinois. The various complaints assert claims under Sections 1 and 2 of the Sherman Act, state antitrust and consumer protection statutes and/or state common law. Plaintiffs generally seek damages, treble damages, disgorgement of profits, restitution, injunctive relief and attorneys’ fees. In April 2020, defendants filed motions for summary judgment and certain evidentiary motions. In June 2021, the court denied defendants’ motions for summary judgment, granted in part and denied in part defendants’ evidentiary motions and granted direct and indirect purchaser plaintiffs’ motions for class certification. In July 2021, the U.S. Court of Appeals for the Seventh Circuit granted defendants’ petition for leave to appeal the certification of the end-payer class and remanded the matter to the trial court for its further consideration of certain issues. Trial is currently scheduled for June 2022. Beginning in February 2009, the U.S. Federal Trade Commission (FTC) and certain private plaintiffs sued our subsidiaries PPCI (since June 2016, EGHI) and/or PPI as well as other pharmaceutical companies alleging violations of antitrust law arising out of the settlement of certain patent litigation concerning the generic version of AndroGel ® and seeking damages, treble damages, equitable relief and attorneys’ fees and costs. The cases were consolidated and/or coordinated for pretrial proceedings in a federal MDL pending in the U.S. District Court for the Northern District of Georgia. In May 2016, plaintiffs representing a putative class of indirect purchasers voluntarily dismissed their claims with prejudice. In February 2017, the FTC voluntarily dismissed its claims against EGHI with prejudice. In June 2018, the MDL court granted in part and denied in part various summary judgment and evidentiary motions filed by defendants. In particular, among other things, the court rejected two of the remaining plaintiffs’ causation theories and rejected damages claims related to AndroGel ® 1.62%. In July 2018, the court denied certain plaintiffs’ motion for certification of a direct purchaser class. In November 2019, PPI and PPCI entered into settlement agreements with all but one of the remaining plaintiffs in the MDL; a settlement with that remaining plaintiff was reached in April 2021. The settlement agreements were solely by way of compromise and settlement and were not in any way an admission of liability or fault. Separately, in August 2019, several alleged direct purchasers filed suit in the U.S. District Court for the Eastern District of Pennsylvania asserting claims substantially similar to those asserted in the MDL, as well as additional claims against other defendants relating to other alleged conduct. In January 2020, the U.S. District Court for the Eastern District of Pennsylvania denied defendants’ motion to transfer venue to the Northern District of Georgia. Beginning in May 2018, multiple complaints were filed in the U.S. District Court for the Southern District of New York against PPI, EPI and/or us, as well as other pharmaceutical companies, alleging violations of antitrust law arising out of the settlement of certain patent litigation concerning the generic version of Exforge ® (amlodipine/valsartan). Some cases were filed on behalf of putative classes of direct and indirect purchasers; others are non-class action suits. The various complaints assert claims under Sections 1 and 2 of the Sherman Act, state antitrust and consumer protection statutes and/or state common law. Plaintiffs generally seek damages, treble damages, equitable relief and attorneys’ fees and costs. In September 2018, the putative class plaintiffs stipulated to the dismissal without prejudice of their claims against EPI and us, and the retailer plaintiffs later did the same. PPI filed a partial motion to dismiss certain claims in September 2018, which was granted in August 2019. The cases are currently in discovery. Beginning in August 2019, multiple complaints were filed in the U.S. District Court for the Southern District of New York against PPI and other pharmaceutical companies alleging violations of antitrust law arising out the settlement of certain patent litigation concerning generic versions of Seroquel XR ® (extended release quetiapine fumarate). The claims against PPI are based on allegations that PPI entered into an exclusive acquisition and license agreement with Handa Pharmaceuticals, LLC (Handa) in 2012 pursuant to which Handa assigned to PPI certain rights under a prior settlement agreement between Handa and AstraZeneca resolving certain patent litigation. Some cases were filed on behalf of putative classes of direct and indirect purchasers; others are non-class action suits. The various complaints assert claims under Sections 1 and 2 of the Sherman Act, state antitrust and consumer protection statutes and/or state common law. Plaintiffs generally seek damages, treble damages, equitable relief and attorneys’ fees and costs. In October 2019, the defendants filed various motions to dismiss and, in the alternative, moved to transfer the litigation to the U.S. District Court for the District of Delaware. In August 2020, the Southern District of New York granted the motion to transfer without ruling on the motions to dismiss. In January 2021, the defendants filed moti |
OTHER COMPREHENSIVE INCOME (LOS
OTHER COMPREHENSIVE INCOME (LOSS) | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
OTHER COMPREHENSIVE INCOME (LOSS) | NOTE 14. OTHER COMPREHENSIVE INCOME (LOSS) During the three and six months ended June 30, 2021 and 2020, there were no tax effects allocated to any component of Other comprehensive income (loss) and there were no reclassifications out of Accumulated other comprehensive loss. Substantially all of the Company’s Accumulated other comprehensive loss balances at June 30, 2021 and December 31, 2020 consist of Foreign currency translation loss. |
SHAREHOLDERS' DEFICIT
SHAREHOLDERS' DEFICIT | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
SHAREHOLDERS' DEFICIT | NOTE 15. SHAREHOLDERS’ DEFICIT The following table presents a reconciliation of the beginning and ending balances in Total shareholders’ deficit for the three and six months ended June 30, 2021 (in thousands): Euro Deferred Shares Ordinary Shares Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Shareholders’ Deficit BALANCE, DECEMBER 31, 2020 $ 49 $ 23 $ 8,938,012 $ (9,368,270) $ (217,753) $ (647,939) Net income — — — 41,524 — 41,524 Other comprehensive income — — — — 1,692 1,692 Compensation related to share-based awards — — 9,993 — — 9,993 Exercise of options — — 622 — — 622 Tax withholding for restricted shares — — (4,863) — — (4,863) Other (2) — — — — (2) BALANCE, MARCH 31, 2021 $ 47 $ 23 $ 8,943,764 $ (9,326,746) $ (216,061) $ (598,973) Net loss — — — (15,500) — (15,500) Other comprehensive income — — — — 2,238 2,238 Compensation related to share-based awards — — 4,444 — — 4,444 Tax withholding for restricted shares — — (9,251) — — (9,251) BALANCE, JUNE 30, 2021 $ 47 $ 23 $ 8,938,957 $ (9,342,246) $ (213,823) $ (617,042) The following table presents a reconciliation of the beginning and ending balances in Total shareholders’ deficit for the three and six months ended June 30, 2020 (in thousands): Euro Deferred Shares Ordinary Shares Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Shareholders’ Deficit BALANCE, DECEMBER 31, 2019 $ 45 $ 23 $ 8,904,692 $ (9,552,214) $ (219,090) $ (866,544) Net income — — — 129,930 — 129,930 Other comprehensive loss — — — — (14,437) (14,437) Compensation related to share-based awards — — 17,645 — — 17,645 Tax withholding for restricted shares — — (4,398) — — (4,398) Other (1) — (12) — — (13) BALANCE, MARCH 31, 2020 $ 44 $ 23 $ 8,917,927 $ (9,422,284) $ (233,527) $ (737,817) Net income — — — 10,558 — 10,558 Other comprehensive income — — — — 5,624 5,624 Compensation related to share-based awards — — 9,222 — — 9,222 Tax withholding for restricted shares — — (2,467) — — (2,467) Other 1 — 12 — — 13 BALANCE, JUNE 30, 2020 $ 45 $ 23 $ 8,924,694 $ (9,411,726) $ (227,903) $ (714,867) Share-Based Compensation The Company recognized share-based compensation expense of $4.4 million and $14.4 million during the three and six months ended June 30, 2021, respectively, and $9.2 million and $26.9 million during the three and six months ended June 30, 2020, respectively. As of June 30, 2021, the total remaining unrecognized compensation cost related to non-vested share-based compensation awards amounted to $33.1 million. As of June 30, 2021, the weighted average remaining requisite service period for non-vested stock options was 0.2 years and for non-vested restricted stock units was 2.0 years. |
OTHER EXPENSE (INCOME), NET
OTHER EXPENSE (INCOME), NET | 6 Months Ended |
Jun. 30, 2021 | |
Component of Operating Income [Abstract] | |
OTHER EXPENSE (INCOME), NET | NOTE 16. OTHER EXPENSE (INCOME), NET The components of Other expense (income), net for the three and six months ended June 30, 2021 and 2020 are as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Net (gain) loss on sale of business and other assets (1) $ (264) $ (6,650) $ 91 $ (14,842) Foreign currency loss (gain), net (2) 876 2,816 2,261 (2,823) Net loss (gain) from our investments in the equity of other companies (3) 159 (13) 310 236 Other miscellaneous, net (399) (303) (1,378) (695) Other expense (income), net $ 372 $ (4,150) $ 1,284 $ (18,124) __________ (1) Amounts primarily relate to the sales of certain intellectual property rights. (2) Amounts relate to the remeasurement of the Company’s foreign currency denominated assets and liabilities. (3) Amounts relate to the income statement impacts of our investments in the equity of other companies, including investments accounted for under the equity method. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 17. INCOME TAXES The following table displays our Income from continuing operations before income tax, Income tax expense (benefit) and Effective tax rate for the three and six months ended June 30, 2021 and 2020 (dollars in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Income from continuing operations before income tax $ 916 $ 25,252 $ 48,699 $ 46,501 Income tax expense (benefit) $ 11,100 $ 7,642 $ 11,824 $ (128,690) Effective tax rate 1,211.8 % 30.3 % 24.3 % (276.7) % The change in Income tax expense (benefit) for the three months ended June 30, 2021 compared to the prior year period primarily relates to 2021 discrete tax expense related to Canadian uncertain tax positions and changes in the geographic mix of pre-tax earnings. The change in Income tax expense (benefit) for the six months ended June 30, 2021 compared to the prior year period primarily relates to the 2020 discrete tax benefit for the Coronavirus Aid, Relief, and Economic Security Act (CARES Act), as discussed below, and changes in the geographic mix of pre-tax earnings. The Company maintains a full valuation allowance against the net deferred tax assets in the U.S., Luxembourg and certain other foreign tax jurisdictions as of June 30, 2021. It is possible that within the next 12 months there may be sufficient positive evidence to release a portion or all of the valuation allowance. Release of these valuation allowances would result in a benefit to income tax expense for the period the release is recorded, which could have a material impact on net earnings. The timing and amount of the potential valuation allowance release are subject to significant management judgment and prospective earnings. On March 27, 2020, the CARES Act was enacted by the U.S. government in response to the COVID-19 pandemic. The CARES Act, among other things, permits net operating loss (NOL) carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. In addition, the CARES Act allows NOLs incurred in 2018, 2019 and 2020 to be carried back to each of the five preceding taxable years to generate a refund of previously paid income taxes. During the six months ended June 30, 2020, the Company recorded a discrete tax benefit in continuing operations of $127.9 million as a result of the change in the NOL carryback period. On June 3, 2020, in connection with the IRS’s examination of our U.S. income tax return for the fiscal year ended December 31, 2015 (2015 Return), we received an acknowledgement of facts (AoF) from the IRS related to transfer pricing positions taken by Endo U.S., Inc. and its subsidiaries (Endo U.S.). The AoF asserted that Endo U.S. overpaid for certain pharmaceutical products that it purchased from certain non-U.S. related parties and proposed a specific adjustment to our 2015 U.S. income tax return position. On September 4, 2020, we received a Form 5701 Notice of Proposed Adjustment (NOPA) that is consistent with the previously disclosed AoF. We believe that the terms of the subject transactions are consistent with comparable transactions for similarly situated unrelated parties, and we intend to contest the proposed adjustment. While the NOPA is not material to our business, financial condition, results of operations or cash flows, the IRS could seek to apply its position to subsequent tax periods and propose similar adjustments. The aggregate impact of these adjustments, if sustained, could have a material adverse effect on our business, financial condition, results of operations and cash flows. Although the timing of the outcome of this matter is uncertain, it is possible any final resolution of the matter could take a number of years. In connection with the IRS’s examination of our 2015 Return, on December 31, 2020, the IRS issued a Technical Advice Memorandum (TAM) that we previously disclosed we were expecting to receive regarding the portion of our 2015 NOL that we believe qualifies as a specified product liability loss (SLL). The TAM concurred in part with our positions on the 2015 Return but disagreed with our position that the AMS worthless stock loss qualifies as an SLL. On April 23, 2021, we received draft NOPAs from the IRS consistent with the TAM. We continue to disagree with the IRS’s position and the draft NOPAs received and, if necessary, intend to contest any additional tax determined to be owed with respect to the NOPAs. However, if we were unsuccessful in contesting the IRS’s position, we have preliminarily estimated that we would have additional cash taxes payable to the IRS of between $70 million and $250 million excluding interest. We continue to discuss this position with the IRS and the actual amount that may be owed to the IRS if we are unsuccessful may be different than our preliminary estimate. Although the timing of the outcome of this matter is uncertain, it is possible any final resolution of the matter could take a number of years. |
NET (LOSS) INCOME PER SHARE
NET (LOSS) INCOME PER SHARE | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
NET (LOSS) INCOME PER SHARE | NOTE 18. NET (LOSS) INCOME PER SHARE The following is a reconciliation of the numerator and denominator of basic and diluted net (loss) income per share for the three and six months ended June 30, 2021 and 2020 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Numerator: (Loss) income from continuing operations $ (10,184) $ 17,610 $ 36,875 $ 175,191 Loss from discontinued operations, net of tax (5,316) (7,052) (10,851) (34,703) Net (loss) income $ (15,500) $ 10,558 $ 26,024 $ 140,488 Denominator: For basic per share data—weighted average shares 233,331 229,716 231,941 228,457 Dilutive effect of ordinary share equivalents — 3,965 5,102 4,891 For diluted per share data—weighted average shares 233,331 233,681 237,043 233,348 Basic per share amounts are computed based on the weighted average number of ordinary shares outstanding during the period. Diluted per share amounts are computed based on the weighted average number of ordinary shares outstanding and, if there is net income from continuing operations during the period, the dilutive effect of ordinary share equivalents outstanding during the period. The dilutive effect of ordinary share equivalents is measured using the treasury stock method. Stock options and awards that have been issued but for which a grant date has not yet been established are not considered in the calculation of basic or diluted weighted average shares. The following table presents, for the three and six months ended June 30, 2021 and 2020, outstanding stock options and stock awards that could potentially dilute income per share amounts in the future that were not included in the computation of diluted income per share amounts for the periods presented because to do so would have been antidilutive (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Stock options 6,591 7,110 5,163 7,166 Stock awards 9,541 6,617 3,496 5,908 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 19. SUBSEQUENT EVENTS On August 4, 2021, the Company entered into definitive agreements to sell certain assets related to Endo’s retail generics business to subsidiaries of Strides Pharma Science Limited (Strides) for approximately $24 million in cash, as well as certain other non-cash consideration. The assets to be sold include Endo’s manufacturing facilities in Chestnut Ridge, New York and certain U.S. product regulatory approvals and related product inventory. The sale is expected to close in the second half of 2021. Under the terms of the agreements, Strides will provide Endo with certain contract manufacturing and other services on a transitional basis. Endo will also provide Strides with certain transitional services. As of June 30, 2021, the Company concluded that none of these assets met the criteria to be classified as held for sale. As a result of the pending sale, the Company expects to record a pre-tax non-cash loss during the third quarter of 2021 in the range of approximately $35 million to $45 million, approximating the difference between the total consideration and the estimated carrying amount of the disposed net assets at the sale closures. The Company also expects to record a pre-tax reversal of accrued employee separation, continuity and other benefit-related costs during the third quarter of 2021 in the range of approximately $15 million to $20 million as a result of the agreements of sale, reflecting a reduction in related estimated cash outlays, pending determination of the number and identify of employees that will transition to Strides. These preliminary estimated amounts, which are expected to be primarily attributable to our Generic Pharmaceuticals segment, are not currently reflected in our estimated restructuring expenses and cash outlays disclosed in Note 4. Restructuring. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Changes and Error Corrections [Abstract] | |
Use of Estimates | Use of Estimates The preparation of our Condensed Consolidated Financial Statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the amounts and disclosures in our Condensed Consolidated Financial Statements, including the Notes thereto, and elsewhere in this report. For example, we are required to make significant estimates and assumptions related to revenue recognition, including sales deductions, long-lived assets, goodwill, other intangible assets, income taxes, contingencies, financial instruments and share-based compensation, among others. Some of these estimates can be subjective and complex. Uncertainties related to the continued magnitude and duration of the COVID-19 pandemic, the extent to which it will impact our estimated future financial results, worldwide macroeconomic conditions including interest rates, employment rates, consumer spending, health insurance coverage, the speed of the anticipated recovery and governmental and business reactions to the pandemic, including any possible re-initiation of shutdowns or renewed restrictions, have increased the complexity of developing these estimates, including the allowance for expected credit losses and the carrying amounts of long-lived assets, goodwill and other intangible assets. Although we believe that our estimates and assumptions are reasonable, there may be other reasonable estimates or assumptions that differ significantly from ours. Further, our estimates and assumptions are based upon information available at the time they were made. Actual results may differ significantly from our estimates, including as a result of COVID-19. |
Significant Accounting Policies Added or Updated since December 31, 2020 | Significant Accounting Policies Added or Updated since December 31, 2020 There have been no significant changes to our significant accounting policies since December 31, 2020. For additional discussion of the Company’s significant accounting policies, see Note 2. Summary of Significant Accounting Policies in the Consolidated Financial Statements included in Part IV, Item 15 of the Annual Report. |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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 operating results of Astora Discontinued operations, net of tax, for the three and six months ended June 30, 2021 and 2020 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Litigation-related and other contingencies, net $ — $ (2,103) $ — $ 28,351 Loss from discontinued operations before income taxes $ (5,873) $ (6,507) $ (12,094) $ (40,024) Income tax (benefit) expense $ (557) $ 545 $ (1,243) $ (5,321) Discontinued operations, net of tax $ (5,316) $ (7,052) $ (10,851) $ (34,703) |
RESTRUCTURING (Tables)
RESTRUCTURING (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and related costs | The following pre-tax net amounts related to the 2020 Restructuring Initiative are included in the Company’s Condensed Consolidated Statements of Operations during the three and six months ended June 30, 2021 and 2020 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Net restructuring charges related to: Accelerated depreciation $ 9,072 $ 1,755 $ 15,979 $ 8,385 Excess inventory reserves 745 — 5,794 — Employee separation, continuity and other benefit-related costs 1,721 — 8,331 — Certain other restructuring costs 936 — 1,794 — Total $ 12,474 $ 1,755 $ 31,898 $ 8,385 The following pre-tax net amounts related to the 2020 Restructuring Initiative are included in the Company’s Condensed Consolidated Statements of Operations during the three and six months ended June 30, 2021 and 2020 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Net restructuring charges included in: Cost of revenues $ 5,048 $ 1,261 $ 20,344 $ 6,026 Selling, general and administrative 6,686 407 10,228 1,945 Research and development 740 87 1,326 414 Total $ 12,474 $ 1,755 $ 31,898 $ 8,385 |
Schedule of restructuring reserve by type of cost | Changes to the liability for the 2020 Restructuring Initiative during the six months ended June 30, 2021 were as follows (in thousands): Employee Separation, Continuity and Other Benefit-Related Costs Certain Other Restructuring Costs Total Liability balance as of December 31, 2020 $ 58,338 $ 664 $ 59,002 Net charges 8,331 1,668 9,999 Cash payments (16,793) (1,347) (18,140) Liability balance as of June 30, 2021 $ 49,876 $ 985 $ 50,861 |
SEGMENT RESULTS (Tables)
SEGMENT RESULTS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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, 2021 and 2020 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Net revenues from external customers: Branded Pharmaceuticals $ 228,040 $ 129,521 $ 434,675 $ 333,594 Sterile Injectables 294,600 319,214 603,345 655,604 Generic Pharmaceuticals 167,272 215,879 348,145 467,162 International Pharmaceuticals (1) 23,918 22,974 45,584 51,633 Total net revenues from external customers $ 713,830 $ 687,588 $ 1,431,749 $ 1,507,993 Segment adjusted income from continuing operations before income tax: Branded Pharmaceuticals $ 101,659 $ 49,174 $ 195,428 $ 147,596 Sterile Injectables 226,983 241,753 469,622 505,649 Generic Pharmaceuticals 20,922 47,394 55,026 104,721 International Pharmaceuticals 10,102 9,304 17,573 23,501 Total segment adjusted income from continuing operations before income tax $ 359,666 $ 347,625 $ 737,649 $ 781,467 __________ (1) Revenues generated by our International Pharmaceuticals segment are primarily attributable to external customers located in Canada. The table below provides reconciliations of our Total consolidated income from continuing operations before income tax, which is determined in accordance with U.S. GAAP, to our Total segment adjusted income from continuing operations before income tax for the three and six months ended June 30, 2021 and 2020 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Total consolidated income from continuing operations before income tax $ 916 $ 25,252 $ 48,699 $ 46,501 Interest expense, net 141,553 129,164 275,894 262,041 Corporate unallocated costs (1) 36,500 33,590 75,974 76,912 Amortization of intangible assets 94,070 104,498 189,200 221,735 Upfront and milestone payments to partners 5,125 444 5,681 2,194 Continuity and separation benefits and other cost reduction initiatives (2) 15,083 9,444 38,803 32,664 Certain litigation-related and other contingencies, net (3) 35,195 (8,572) 35,832 (25,748) Certain legal costs (4) 24,843 18,005 44,119 33,541 Asset impairment charges (5) 4,929 — 8,238 97,785 Acquisition-related and integration items, net (6) 97 6,045 (4,925) 18,507 Loss on extinguishment of debt — — 13,753 — Foreign currency impact related to the remeasurement of intercompany debt instruments 1,355 3,005 2,502 (4,089) Other, net (7) — 26,750 3,879 19,424 Total segment adjusted income from continuing operations before income tax $ 359,666 $ 347,625 $ 737,649 $ 781,467 __________ (1) Amounts include certain corporate overhead costs, such as headcount, facility and corporate litigation expenses and certain other income and expenses. (2) Amounts for the three months ended June 30, 2021 include employee separation, continuity and other benefit-related costs of $1.6 million, accelerated depreciation charges of $9.1 million and miscellaneous charges of $4.4 million. Amounts for the six months ended June 30, 2021 include employee separation, continuity and other benefit-related costs of $10.1 million, accelerated depreciation charges of $16.0 million and miscellaneous charges of $12.7 million. Amounts for the three months ended June 30, 2020 include employee separation, continuity and other benefit-related costs of $4.1 million, accelerated depreciation charges of $1.8 million and miscellaneous charges of $3.6 million. Amounts for the six months ended June 30, 2020 include employee separation, continuity and other benefit-related costs of $17.9 million, accelerated depreciation charges of $8.4 million and miscellaneous charges of $6.4 million. These costs relate primarily to our restructuring activities as further described in Note 4. Restructuring, certain continuity and transitional compensation arrangements for certain senior management of the Company and certain other cost reduction initiatives. (3) Amounts include adjustments to our accruals for litigation-related settlement charges and certain settlement proceeds related to suits filed by our subsidiaries. Our material legal proceedings and other contingent matters are described in more detail in Note 13. Commitments and Contingencies. (4) Amounts relate to opioid-related legal expenses. (5) Amounts primarily relate to charges to impair goodwill and intangible assets as further described in Note 9. Goodwill and Other Intangibles. (6) Amounts primarily relate to changes in the fair value of contingent consideration. (7) Amounts for the six months ended June 30, 2021 primarily relate to $3.9 million of third party fees incurred in connection with the March 2021 Refinancing Transactions, which were accounted for as debt modification costs. Amounts for the three and six months ended June 30, 2020 primarily relate to $30.7 million of third party fees incurred in connection with the June 2020 Refinancing Transactions, which were accounted for as debt modification costs. Refer to Note 12. Debt for additional information. Other amounts in this row primarily relate to gains on sales of businesses and other assets. |
Disaggregation of revenue | The Company believes these categories depict how the nature, timing and uncertainty of revenue and cash flows are affected by economic factors. Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Branded Pharmaceuticals: Specialty Products: XIAFLEX ® $ 111,487 $ 33,783 $ 206,757 $ 122,855 SUPPRELIN ® LA 27,568 15,395 55,596 35,115 Other Specialty (1) 28,036 19,566 48,068 45,071 Total Specialty Products $ 167,091 $ 68,744 $ 310,421 $ 203,041 Established Products: PERCOCET ® $ 26,156 $ 27,578 $ 51,781 $ 55,281 TESTOPEL ® 9,439 617 20,628 8,809 Other Established (2) 25,354 32,582 51,845 66,463 Total Established Products $ 60,949 $ 60,777 $ 124,254 $ 130,553 Total Branded Pharmaceuticals (3) $ 228,040 $ 129,521 $ 434,675 $ 333,594 Sterile Injectables: VASOSTRICT ® $ 197,121 $ 214,214 $ 421,067 $ 417,118 ADRENALIN ® 29,977 33,161 59,414 89,673 Other Sterile Injectables (4) 67,502 71,839 122,864 148,813 Total Sterile Injectables (3) $ 294,600 $ 319,214 $ 603,345 $ 655,604 Total Generic Pharmaceuticals (5) $ 167,272 $ 215,879 $ 348,145 $ 467,162 Total International Pharmaceuticals (6) $ 23,918 $ 22,974 $ 45,584 $ 51,633 Total revenues, net $ 713,830 $ 687,588 $ 1,431,749 $ 1,507,993 __________ (1) Products included within Other Specialty include NASCOBAL ® Nasal Spray, AVEED ® and QWO ® . (2) Products included within Other Established include, but are not limited to, EDEX ® and LIDODERM ® . (3) Individual products presented above represent the top two performing products in each product category for either the three or six months ended June 30, 2021 and/or any product having revenues in excess of $25 million during any quarterly period in 2021 or 2020. (4) Products included within Other Sterile Injectables include ertapenem for injection, APLISOL ® and others. (5) The Generic Pharmaceuticals segment is comprised of a portfolio of products that are generic versions of branded products, are distributed primarily through the same wholesalers, generally have no intellectual property protection and are sold within the U.S. No individual product within this segment has exceeded 5% of consolidated total revenues for the periods presented. (6) The International Pharmaceuticals segment, which accounted for less than 5% of consolidated total revenues for each of the periods presented, includes a variety of specialty pharmaceutical products sold outside the U.S., primarily in Canada through our operating company Paladin. |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
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, 2021 and December 31, 2020 were as follows (in thousands): Fair Value Measurements at June 30, 2021 using: Level 1 Inputs Level 2 Inputs Level 3 Inputs Total Assets: Money market funds $ 185,922 $ — $ — $ 185,922 Liabilities: Acquisition-related contingent consideration—current $ — $ — $ 5,651 $ 5,651 Acquisition-related contingent consideration—noncurrent $ — $ — $ 21,796 $ 21,796 Fair Value Measurements at December 31, 2020 using: Level 1 Inputs Level 2 Inputs Level 3 Inputs Total Assets: Money market funds $ 214,120 $ — $ — $ 214,120 Liabilities: Acquisition-related contingent consideration—current $ — $ — $ 8,566 $ 8,566 Acquisition-related contingent consideration—noncurrent $ — $ — $ 27,683 $ 27,683 |
Changes to liability for acquisition-related contingent consideration | The following table presents changes to the Company’s liability for acquisition-related contingent consideration, which is measured at fair value on a recurring basis using significant unobservable inputs (Level 3), for the three and six months ended June 30, 2021 and 2020 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Beginning of period $ 29,763 $ 38,939 $ 36,249 $ 29,657 Amounts settled (2,539) (3,221) (3,690) (5,682) Changes in fair value recorded in earnings 117 6,045 (5,336) 18,507 Effect of currency translation 106 294 224 (425) End of period $ 27,447 $ 42,057 $ 27,447 $ 42,057 The following table presents changes to the Company’s liability for acquisition-related contingent consideration during the six months ended June 30, 2021 by acquisition (in thousands): Balance as of December 31, 2020 Changes in Fair Value Recorded in Earnings Amounts Settled and Other Balance as of June 30, 2021 Auxilium acquisition $ 14,484 $ (490) $ (635) $ 13,359 Lehigh Valley Technologies, Inc. acquisitions 13,100 (5,181) (2,219) 5,700 Other 8,665 335 (612) 8,388 Total $ 36,249 $ (5,336) $ (3,466) $ 27,447 |
Summary of nonrecurring fair value measurements | The Company’s financial assets and liabilities measured at fair value on a nonrecurring basis during the six months ended June 30, 2021 were as follows (in thousands): Fair Value Measurements during the Six Months Ended June 30, 2021 (1) using: Total Expense for the Six Months Ended June 30, 2021 Level 1 Inputs Level 2 Inputs Level 3 Inputs Intangible assets, excluding goodwill (2) $ — $ — $ 5,011 $ (7,811) Certain property, plant and equipment — — — (427) Total $ — $ — $ 5,011 $ (8,238) __________ (1) The fair value amounts are presented as of the date of the fair value measurement as these assets are not measured at fair value on a recurring basis. Such measurements generally occur in connection with our quarter-end financial reporting close procedures. |
INVENTORIES (Tables)
INVENTORIES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of inventory | Inventories consist of the following at June 30, 2021 and December 31, 2020 (in thousands): June 30, 2021 December 31, 2020 Raw materials (1) $ 102,030 $ 99,495 Work-in-process (1) 90,301 98,753 Finished goods (1) 146,125 154,012 Total $ 338,456 $ 352,260 __________ (1) The components of inventory shown in the table above are net of allowance for obsolescence. |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Leases [Abstract] | |
Assets and liabilities, lessee | The following table presents information about the Company’s right-of-use assets and lease liabilities at June 30, 2021 and December 31, 2020 (in thousands): Balance Sheet Line Items June 30, 2021 December 31, 2020 Right-of-use assets: Operating lease right-of-use assets Operating lease assets $ 31,945 $ 37,030 Finance lease right-of-use assets Property, plant and equipment, net 42,927 47,549 Total right-of-use assets $ 74,872 $ 84,579 Operating lease liabilities: Current operating lease liabilities Current portion of operating lease liabilities $ 11,890 $ 11,613 Noncurrent operating lease liabilities Operating lease liabilities, less current portion 32,871 38,132 Total operating lease liabilities $ 44,761 $ 49,745 Finance lease liabilities: Current finance lease liabilities Accounts payable and accrued expenses $ 6,528 $ 6,227 Noncurrent finance lease liabilities Other liabilities 21,627 25,027 Total finance lease liabilities $ 28,155 $ 31,254 |
Lease, cost | The following table presents information about lease costs and expenses and sublease income for the three and six months ended June 30, 2021 and 2020 (in thousands): Three Months Ended June 30, Six Months Ended June 30, Statement of Operations Line Items 2021 2020 2021 2020 Operating lease cost Various (1) $ 3,521 $ 3,112 $ 7,257 $ 7,104 Finance lease cost: Amortization of right-of-use assets Various (1) $ 2,311 $ 2,311 $ 4,622 $ 4,622 Interest on lease liabilities Interest expense, net $ 338 $ 441 $ 705 $ 907 Other lease costs and income: Variable lease costs (2) Various (1) $ 3,042 $ 2,184 $ 6,064 $ 4,842 Sublease income Various (1) $ (947) $ (932) $ (1,880) $ (1,793) __________ (1) Amounts are included in the Condensed Consolidated Statements of Operations based on the function that the underlying leased asset supports. The following table presents the components of such aggregate amounts for the three and six months ended June 30, 2021 and 2020 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Cost of revenues $ 2,986 $ 2,446 $ 6,044 $ 5,774 Selling, general and administrative $ 4,887 $ 4,179 $ 9,911 $ 8,900 Research and development $ 54 $ 50 $ 108 $ 101 (2) Amounts represent variable lease costs incurred that were not included in the initial measurement of the lease liability such as common area maintenance and utilities costs associated with leased real estate and certain costs associated with our automobile leases. The following table provides certain cash flow and supplemental noncash information related to our lease liabilities for the six months ended June 30, 2021 and 2020 (in thousands): Six Months Ended June 30, 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash payments for operating leases $ 6,453 $ 7,125 Operating cash payments for finance leases $ 1,297 $ 1,493 Financing cash payments for finance leases $ 2,669 $ 2,393 |
GOODWILL AND OTHER INTANGIBLES
GOODWILL AND OTHER INTANGIBLES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of changes in the carrying amount of goodwill | The following table presents information about our goodwill at June 30, 2021 and December 31, 2020 (in thousands): Branded Pharmaceuticals Sterile Injectables Generic Pharmaceuticals International Pharmaceuticals Total Goodwill as of December 31, 2020 $ 828,818 $ 2,731,193 $ — $ — $ 3,560,011 Goodwill as of June 30, 2021 $ 828,818 $ 2,731,193 $ — $ — $ 3,560,011 The carrying amounts of goodwill at June 30, 2021 and December 31, 2020 are net of the following accumulated impairments (in thousands): Branded Pharmaceuticals Sterile Injectables Generic Pharmaceuticals International Pharmaceuticals Total Accumulated impairment losses as of December 31, 2020 $ 855,810 $ — $ 3,142,657 $ 546,251 $ 4,544,718 Accumulated impairment losses as of June 30, 2021 $ 855,810 $ — $ 3,142,657 $ 561,068 $ 4,559,535 |
Schedule of other intangible assets | Changes in the amount of other intangible assets for the six months ended June 30, 2021 are set forth in the table below (in thousands): Cost basis: Balance as of December 31, 2020 Acquisitions Impairments Effect of Currency Translation Balance as of June 30, 2021 Indefinite-lived intangibles: In-process research and development $ 3,000 $ — $ — $ — $ 3,000 Total indefinite-lived intangibles $ 3,000 $ — $ — $ — $ 3,000 Finite-lived intangibles: Licenses (weighted average life of 14 years) $ 439,230 $ 2,485 $ (1,300) $ — $ 440,415 Tradenames 6,409 — — — 6,409 Developed technology (weighted average life of 12 years) 6,442,734 — (6,511) 7,065 6,443,288 Total finite-lived intangibles (weighted average life of 12 years) $ 6,888,373 $ 2,485 $ (7,811) $ 7,065 $ 6,890,112 Total other intangibles $ 6,891,373 $ 2,485 $ (7,811) $ 7,065 $ 6,893,112 Accumulated amortization: Balance as of December 31, 2020 Amortization Impairments Effect of Currency Translation Balance as of June 30, 2021 Finite-lived intangibles: Licenses $ (415,193) $ (2,512) $ — $ — $ (417,705) Tradenames (6,409) — — — (6,409) Developed technology (3,728,963) (186,688) — (4,692) (3,920,343) Total other intangibles $ (4,150,565) $ (189,200) $ — $ (4,692) $ (4,344,457) Net other intangibles $ 2,740,808 $ 2,548,655 |
Schedule of future amortization expense | For intangible assets subject to amortization, estimated amortization expense for the five fiscal years subsequent to December 31, 2020 is as follows (in thousands): 2021 $ 373,132 2022 $ 357,260 2023 $ 315,018 2024 $ 280,356 2025 $ 258,659 |
Schedule of intangible asset impairment charges including goodwill | During the three and six months ended June 30, 2021 and 2020, the Company incurred the following goodwill and other intangible asset impairment charges (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Goodwill impairment charges $ — $ — $ — $ 32,786 Other intangible asset impairment charges $ 4,929 $ — $ 7,811 $ 63,751 |
CONTRACT ASSETS AND LIABILITI_2
CONTRACT ASSETS AND LIABILITIES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract] | |
Contract assets and liabilities | The following table shows the opening and closing balances of contract assets and contract liabilities from contracts with customers (dollars in thousands): June 30, 2021 December 31, 2020 $ Change % Change Contract assets, net (1) $ 13,025 $ 13,525 $ (500) (4) % Contract liabilities, net (2) $ 5,346 $ 6,028 $ (682) (11) % __________ (1) At June 30, 2021 and December 31, 2020, approximately $2.6 million and $3.2 million, respectively, of these contract asset amounts are classified as current and are included in Prepaid expenses and other current assets in the Company’s Condensed Consolidated Balance Sheets. The remaining amounts are classified as noncurrent and are included in Other assets. (2) At June 30, 2021 and December 31, 2020, approximately $1.0 million and $1.4 million, respectively, of these contract liability amounts are classified as current and are included in Accounts payable and accrued expenses in the Company’s Condensed Consolidated Balance Sheets. The remaining amounts are classified as noncurrent and are included in Other liabilities. During the six months ended June 30, 2021, approximately $0.3 million of revenue was recognized that was included in the contract liability balance at December 31, 2020. |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounts Payable and Accrued Liabilities, Current [Abstract] | |
Schedule of accounts payable and accrued liabilities | Accounts payable and accrued expenses include the following at June 30, 2021 and December 31, 2020 (in thousands): June 30, 2021 December 31, 2020 Trade accounts payable $ 103,842 $ 94,408 Returns and allowances 190,989 207,916 Rebates 130,245 126,644 Chargebacks 2,080 2,177 Accrued interest 107,953 98,105 Accrued payroll and related benefits 105,649 130,092 Accrued royalties and other distribution partner payables 46,162 59,745 Acquisition-related contingent consideration—current 5,651 8,566 Other 132,430 108,287 Total $ 825,001 $ 835,940 |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of long-term debt instruments | The following table presents information about the Company’s total indebtedness at June 30, 2021 and December 31, 2020 (dollars in thousands): June 30, 2021 December 31, 2020 Effective Interest Rate Principal Amount Carrying Amount Effective Interest Rate Principal Amount Carrying Amount 7.25% Senior Notes due 2022 7.25 % $ 8,294 $ 8,294 7.25 % $ 8,294 $ 8,294 5.75% Senior Notes due 2022 5.75 % 172,048 172,048 5.75 % 172,048 172,048 5.375% Senior Notes due 2023 5.62 % 6,127 6,105 5.62 % 6,127 6,098 6.00% Senior Notes due 2023 6.28 % 56,436 56,132 6.28 % 56,436 56,063 5.875% Senior Secured Notes due 2024 6.14 % 300,000 297,592 6.14 % 300,000 297,267 6.00% Senior Notes due 2025 6.27 % 21,578 21,389 6.27 % 21,578 21,366 7.50% Senior Secured Notes due 2027 7.70 % 2,015,479 1,996,434 7.70 % 2,015,479 1,995,142 9.50% Senior Secured Second Lien Notes due 2027 9.68 % 940,590 932,851 9.68 % 940,590 932,395 6.00% Senior Notes due 2028 6.11 % 1,260,416 1,252,189 6.11 % 1,260,416 1,251,725 6.125% Senior Secured Notes due 2029 6.34 % 1,295,000 1,277,845 — — Term Loan Facility 6.12 % 1,995,000 1,955,078 5.21 % 3,295,475 3,274,330 Revolving Credit Facility 2.63 % 300,000 300,000 2.69 % 300,000 300,000 Total long-term debt, net $ 8,370,968 $ 8,275,957 $ 8,376,443 $ 8,314,728 Less: current portion, net 223,142 223,142 34,150 34,150 Total long-term debt, less current portion, net $ 8,147,826 $ 8,052,815 $ 8,342,293 $ 8,280,578 |
Schedule of maturities of long-term debt | The following table presents, as of June 30, 2021, the maturities on our long-term debt for each of the five fiscal years subsequent to December 31, 2020 (in thousands): Maturities (1) 2021 $ 15,000 2022 (2) $ 223,142 2023 $ 82,563 2024 (2) $ 394,600 2025 $ 41,578 __________ (1) Per the terms of the Credit Agreement, certain amounts borrowed pursuant to the Credit Facilities could mature prior to their scheduled maturity date if certain of our senior notes are not refinanced or repaid prior to the date that is 91 days prior to the respective stated maturity dates thereof. Accordingly, we may seek to repay or refinance certain senior notes prior to their stated maturity dates or otherwise may be required to repay certain amounts borrowed pursuant to the Credit Facilities prior to their scheduled maturity dates. The amounts in this maturities table represent the originally scheduled maturity dates and do not reflect any potential early repayments or refinancings. For additional information, refer to the discussion above under the heading “Credit Facilities.” (2) Based on the Company’s borrowings under the Revolving Credit Facility that were outstanding at June 30, 2021, $22.8 million will mature in 2022 and $74.6 million will mature in 2024, with the remainder maturing in 2026. |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Changes in qualified settlement funds accounts and product liability balance | The following table presents the changes in the QSFs and mesh liability accrual balances during the six months ended June 30, 2021 (in thousands): Qualified Settlement Funds Mesh Liability Accrual Balance as of December 31, 2020 $ 126,998 $ 330,921 Additional charges — — Cash contributions to Qualified Settlement Funds 2,000 — Cash distributions to settle disputes from Qualified Settlement Funds (26,255) (26,255) Cash distributions to settle disputes — (8,617) Other (1) 14 (509) Balance as of June 30, 2021 $ 102,757 $ 295,540 __________ (1) Amounts deposited in the QSFs may earn interest, which is generally used to pay administrative costs of the funds and is reflected in the table above as an increase to the QSF and Mesh Liability Accrual balances. Any interest remaining after all claims have been paid will generally be distributed to the claimants who participated in that settlement. Also included within this line are foreign currency adjustments for settlements not denominated in U.S. dollars. |
SHAREHOLDERS' DEFICIT (Tables)
SHAREHOLDERS' DEFICIT (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Schedule of shareholders' equity | The following table presents a reconciliation of the beginning and ending balances in Total shareholders’ deficit for the three and six months ended June 30, 2021 (in thousands): Euro Deferred Shares Ordinary Shares Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Shareholders’ Deficit BALANCE, DECEMBER 31, 2020 $ 49 $ 23 $ 8,938,012 $ (9,368,270) $ (217,753) $ (647,939) Net income — — — 41,524 — 41,524 Other comprehensive income — — — — 1,692 1,692 Compensation related to share-based awards — — 9,993 — — 9,993 Exercise of options — — 622 — — 622 Tax withholding for restricted shares — — (4,863) — — (4,863) Other (2) — — — — (2) BALANCE, MARCH 31, 2021 $ 47 $ 23 $ 8,943,764 $ (9,326,746) $ (216,061) $ (598,973) Net loss — — — (15,500) — (15,500) Other comprehensive income — — — — 2,238 2,238 Compensation related to share-based awards — — 4,444 — — 4,444 Tax withholding for restricted shares — — (9,251) — — (9,251) BALANCE, JUNE 30, 2021 $ 47 $ 23 $ 8,938,957 $ (9,342,246) $ (213,823) $ (617,042) The following table presents a reconciliation of the beginning and ending balances in Total shareholders’ deficit for the three and six months ended June 30, 2020 (in thousands): Euro Deferred Shares Ordinary Shares Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Shareholders’ Deficit BALANCE, DECEMBER 31, 2019 $ 45 $ 23 $ 8,904,692 $ (9,552,214) $ (219,090) $ (866,544) Net income — — — 129,930 — 129,930 Other comprehensive loss — — — — (14,437) (14,437) Compensation related to share-based awards — — 17,645 — — 17,645 Tax withholding for restricted shares — — (4,398) — — (4,398) Other (1) — (12) — — (13) BALANCE, MARCH 31, 2020 $ 44 $ 23 $ 8,917,927 $ (9,422,284) $ (233,527) $ (737,817) Net income — — — 10,558 — 10,558 Other comprehensive income — — — — 5,624 5,624 Compensation related to share-based awards — — 9,222 — — 9,222 Tax withholding for restricted shares — — (2,467) — — (2,467) Other 1 — 12 — — 13 BALANCE, JUNE 30, 2020 $ 45 $ 23 $ 8,924,694 $ (9,411,726) $ (227,903) $ (714,867) |
OTHER EXPENSE (INCOME), NET (Ta
OTHER EXPENSE (INCOME), NET (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Component of Operating Income [Abstract] | |
Schedule of components of other income, net | The components of Other expense (income), net for the three and six months ended June 30, 2021 and 2020 are as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Net (gain) loss on sale of business and other assets (1) $ (264) $ (6,650) $ 91 $ (14,842) Foreign currency loss (gain), net (2) 876 2,816 2,261 (2,823) Net loss (gain) from our investments in the equity of other companies (3) 159 (13) 310 236 Other miscellaneous, net (399) (303) (1,378) (695) Other expense (income), net $ 372 $ (4,150) $ 1,284 $ (18,124) __________ (1) Amounts primarily relate to the sales of certain intellectual property rights. (2) Amounts relate to the remeasurement of the Company’s foreign currency denominated assets and liabilities. (3) Amounts relate to the income statement impacts of our investments in the equity of other companies, including investments accounted for under the equity method. |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The following table displays our Income from continuing operations before income tax, Income tax expense (benefit) and Effective tax rate for the three and six months ended June 30, 2021 and 2020 (dollars in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Income from continuing operations before income tax $ 916 $ 25,252 $ 48,699 $ 46,501 Income tax expense (benefit) $ 11,100 $ 7,642 $ 11,824 $ (128,690) Effective tax rate 1,211.8 % 30.3 % 24.3 % (276.7) % |
NET (LOSS) INCOME PER SHARE (Ta
NET (LOSS) INCOME PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Reconciliation of the numerator and denominator of basic and diluted net loss per share | The following is a reconciliation of the numerator and denominator of basic and diluted net (loss) income per share for the three and six months ended June 30, 2021 and 2020 (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Numerator: (Loss) income from continuing operations $ (10,184) $ 17,610 $ 36,875 $ 175,191 Loss from discontinued operations, net of tax (5,316) (7,052) (10,851) (34,703) Net (loss) income $ (15,500) $ 10,558 $ 26,024 $ 140,488 Denominator: For basic per share data—weighted average shares 233,331 229,716 231,941 228,457 Dilutive effect of ordinary share equivalents — 3,965 5,102 4,891 For diluted per share data—weighted average shares 233,331 233,681 237,043 233,348 |
Schedule of computation of diluted income per share amount | The following table presents, for the three and six months ended June 30, 2021 and 2020, outstanding stock options and stock awards that could potentially dilute income per share amounts in the future that were not included in the computation of diluted income per share amounts for the periods presented because to do so would have been antidilutive (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Stock options 6,591 7,110 5,163 7,166 Stock awards 9,541 6,617 3,496 5,908 |
DISCONTINUED OPERATIONS - Astor
DISCONTINUED OPERATIONS - Astora - Discontinued Operations (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Loss from discontinued operations, net of tax | $ (5,316) | $ (7,052) | $ (10,851) | $ (34,703) |
Discontinued operations, disposed of by means other than sale, abandonment | Astora | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Litigation-related and other contingencies, net | 0 | (2,103) | 0 | 28,351 |
Loss from discontinued operations before income taxes | (5,873) | (6,507) | (12,094) | (40,024) |
Income tax (benefit) expense | (557) | 545 | (1,243) | (5,321) |
Loss from discontinued operations, net of tax | $ (5,316) | $ (7,052) | $ (10,851) | $ (34,703) |
DISCONTINUED OPERATIONS - Ast_2
DISCONTINUED OPERATIONS - Astora (Narrative) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Restructuring Cost and Reserve [Line Items] | ||||
Loss from discontinued operations, net of tax | $ (5,316,000) | $ (7,052,000) | $ (10,851,000) | $ (34,703,000) |
Discontinued operations, disposed of by means other than sale, abandonment | Astora | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Loss from discontinued operations, net of tax | $ (5,316,000) | $ (7,052,000) | (10,851,000) | (34,703,000) |
Cash used in investing activities | 0 | 0 | ||
Depreciation and amortization | $ 0 | $ 0 |
RESTRUCTURING - 2020 Restructur
RESTRUCTURING - 2020 Restructuring Initiative (Narrative) (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)position | Jun. 30, 2020USD ($) | |
Restructuring Cost and Reserve [Line Items] | ||||
Accelerated depreciation | $ 9,100 | $ 1,800 | $ 16,000 | $ 8,400 |
Asset impairments | 4,929 | 0 | $ 8,238 | 97,785 |
2020 Restructuring Initiative | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and related cost, expected number of positions eliminated | position | 525 | |||
Restructuring charges | 12,474 | 1,755 | $ 31,898 | 8,385 |
Accelerated depreciation | 9,072 | 1,755 | 15,979 | 8,385 |
Asset impairments | 7,000 | |||
Restructuring reserve, current | 38,200 | 38,200 | ||
2020 Restructuring Initiative | Cost of revenues | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 5,048 | 1,261 | 20,344 | 6,026 |
2020 Restructuring Initiative | Selling, general and administrative | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 6,686 | 407 | 10,228 | 1,945 |
Minimum | 2020 Restructuring Initiative | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and related costs, expected cost savings | 85,000 | 85,000 | ||
Restructuring charges | 163,000 | |||
Accelerated depreciation | 56,000 | |||
Employee separation, continuity and other benefit-related costs | 85,000 | |||
Payments for restructuring | 100,000 | |||
Minimum | 2020 Restructuring Initiative | Cost of revenues | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and related costs, expected cost savings | 65,000 | 65,000 | ||
Minimum | 2020 Restructuring Initiative | Selling, general and administrative | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and related costs, expected cost savings | 20,000 | 20,000 | ||
Maximum | 2020 Restructuring Initiative | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and related costs, expected cost savings | 95,000 | 95,000 | ||
Restructuring charges | 183,000 | |||
Accelerated depreciation | 66,000 | |||
Employee separation, continuity and other benefit-related costs | 90,000 | |||
Maximum | 2020 Restructuring Initiative | Cost of revenues | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and related costs, expected cost savings | 70,000 | 70,000 | ||
Maximum | 2020 Restructuring Initiative | Selling, general and administrative | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and related costs, expected cost savings | 25,000 | 25,000 | ||
Certain Other Restructuring Costs | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 4,400 | 3,600 | 12,700 | 6,400 |
Certain Other Restructuring Costs | 2020 Restructuring Initiative | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 1,668 | |||
Payments for restructuring | 1,347 | |||
Restructuring and related cost, cost incurred to date | 2,500 | 2,500 | ||
Certain Other Restructuring Costs | Minimum | 2020 Restructuring Initiative | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 15,000 | |||
Certain Other Restructuring Costs | Maximum | 2020 Restructuring Initiative | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 20,000 | |||
Accelerated depreciation | 2020 Restructuring Initiative | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and related cost, cost incurred to date | 38,400 | 38,400 | ||
Asset impairments | 2020 Restructuring Initiative | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and related cost, cost incurred to date | 7,400 | 7,400 | ||
Increase in excess inventory reserves | 2020 Restructuring Initiative | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring and related cost, cost incurred to date | 8,900 | 8,900 | ||
Employee Separation, Continuity and Other Benefit-Related Costs | 2020 Restructuring Initiative | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 8,331 | |||
Payments for restructuring | 16,793 | |||
Restructuring and related cost, cost incurred to date | 68,400 | 68,400 | ||
Operating segments | Generic Pharmaceuticals | 2020 Restructuring Initiative | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 7,600 | $ 1,800 | 22,500 | $ 8,400 |
Restructuring and related cost, cost incurred to date | $ 101,500 | 101,500 | ||
Operating segments | Generic Pharmaceuticals | Minimum | 2020 Restructuring Initiative | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 135,000 | |||
Operating segments | Generic Pharmaceuticals | Maximum | 2020 Restructuring Initiative | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 150,000 |
RESTRUCTURING - Pre-tax Net Cha
RESTRUCTURING - Pre-tax Net Charges Related to November 2020 Restructuring Initiative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Net restructuring charges related to: | ||||
Accelerated depreciation | $ 9,100 | $ 1,800 | $ 16,000 | $ 8,400 |
2020 Restructuring Initiative | ||||
Net restructuring charges related to: | ||||
Accelerated depreciation | 9,072 | 1,755 | 15,979 | 8,385 |
Excess inventory reserves | 745 | 0 | 5,794 | 0 |
Employee separation, continuity and other benefit-related costs | 1,721 | 0 | 8,331 | 0 |
Certain other restructuring costs | 936 | 0 | 1,794 | 0 |
Restructuring costs and asset impairment charges | $ 12,474 | $ 1,755 | $ 31,898 | $ 8,385 |
RESTRUCTURING - Pre-tax Net C_2
RESTRUCTURING - Pre-tax Net Charges Included in the Condensed Consolidated Statement of Operations (Details) - 2020 Restructuring Initiative - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Net restructuring charges included in: | ||||
Restructuring charges | $ 12,474 | $ 1,755 | $ 31,898 | $ 8,385 |
Cost of revenues | ||||
Net restructuring charges included in: | ||||
Restructuring charges | 5,048 | 1,261 | 20,344 | 6,026 |
Selling, general and administrative | ||||
Net restructuring charges included in: | ||||
Restructuring charges | 6,686 | 407 | 10,228 | 1,945 |
Research and development | ||||
Net restructuring charges included in: | ||||
Restructuring charges | $ 740 | $ 87 | $ 1,326 | $ 414 |
RESTRUCTURING - Changes to the
RESTRUCTURING - Changes to the Liability for November 2020 Restructuring Initiative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
2020 Restructuring Initiative | ||||
Restructuring Reserve [Roll Forward] | ||||
Net charges | $ 12,474 | $ 1,755 | $ 31,898 | $ 8,385 |
Total | 2020 Restructuring Initiative | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning liability balance | 59,002 | |||
Net charges | 9,999 | |||
Cash payments | (18,140) | |||
Ending liability balance | 50,861 | 50,861 | ||
Employee Separation, Continuity and Other Benefit-Related Costs | 2020 Restructuring Initiative | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning liability balance | 58,338 | |||
Net charges | 8,331 | |||
Cash payments | (16,793) | |||
Ending liability balance | 49,876 | 49,876 | ||
Certain Other Restructuring Costs | ||||
Restructuring Reserve [Roll Forward] | ||||
Net charges | 4,400 | $ 3,600 | 12,700 | $ 6,400 |
Certain Other Restructuring Costs | 2020 Restructuring Initiative | ||||
Restructuring Reserve [Roll Forward] | ||||
Beginning liability balance | 664 | |||
Net charges | 1,668 | |||
Cash payments | (1,347) | |||
Ending liability balance | $ 985 | $ 985 |
SEGMENT RESULTS - Schedule of R
SEGMENT RESULTS - Schedule of Reportable Segments Information (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)segment | Jun. 30, 2020USD ($) | |
Segment Reporting Information [Line Items] | ||||
Number of reportable segments | segment | 4 | |||
Total net revenues from external customers | $ 713,830 | $ 687,588 | $ 1,431,749 | $ 1,507,993 |
Total segment adjusted income from continuing operations before income tax | 359,666 | 347,625 | 737,649 | 781,467 |
Branded Pharmaceuticals | ||||
Segment Reporting Information [Line Items] | ||||
Total net revenues from external customers | 228,040 | 129,521 | 434,675 | 333,594 |
Total segment adjusted income from continuing operations before income tax | 101,659 | 49,174 | 195,428 | 147,596 |
Sterile Injectables | ||||
Segment Reporting Information [Line Items] | ||||
Total net revenues from external customers | 294,600 | 319,214 | 603,345 | 655,604 |
Total segment adjusted income from continuing operations before income tax | 226,983 | 241,753 | 469,622 | 505,649 |
Generic Pharmaceuticals | ||||
Segment Reporting Information [Line Items] | ||||
Total net revenues from external customers | 167,272 | 215,879 | 348,145 | 467,162 |
Total segment adjusted income from continuing operations before income tax | 20,922 | 47,394 | 55,026 | 104,721 |
International Pharmaceuticals | ||||
Segment Reporting Information [Line Items] | ||||
Total net revenues from external customers | 23,918 | 22,974 | 45,584 | 51,633 |
Total segment adjusted income from continuing operations before income tax | $ 10,102 | $ 9,304 | $ 17,573 | $ 23,501 |
SEGMENT RESULTS - Schedule of_2
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, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Segment Reporting Information [Line Items] | ||||
Total consolidated income from continuing operations before income tax | $ 916 | $ 25,252 | $ 48,699 | $ 46,501 |
Amortization of intangible assets | 94,100 | 104,500 | 189,200 | 221,700 |
Asset impairment charges | 4,929 | 0 | 8,238 | 97,785 |
Acquisition-related costs | 97 | 6,045 | (4,925) | 18,507 |
Loss on extinguishment of debt | 0 | 0 | 13,753 | 0 |
Total segment adjusted income from continuing operations before income tax | 359,666 | 347,625 | 737,649 | 781,467 |
Accelerated depreciation | 9,100 | 1,800 | 16,000 | 8,400 |
6.125% Senior Secured Notes due 2029 | ||||
Segment Reporting Information [Line Items] | ||||
Loss on extinguishment of debt | 6,000 | |||
6.125% Senior Secured Notes due 2029 | Selling, general and administrative | ||||
Segment Reporting Information [Line Items] | ||||
Loss on extinguishment of debt | 30,700 | 3,900 | 30,700 | |
Employee severance | ||||
Segment Reporting Information [Line Items] | ||||
Restructuring charges | 1,600 | 4,100 | 10,100 | 17,900 |
Other restructuring charges | ||||
Segment Reporting Information [Line Items] | ||||
Restructuring charges | 4,400 | 3,600 | 12,700 | 6,400 |
Segment reconciling items | ||||
Segment Reporting Information [Line Items] | ||||
Interest expense, net | 141,553 | 129,164 | 275,894 | 262,041 |
Corporate unallocated costs | 36,500 | 33,590 | 75,974 | 76,912 |
Amortization of intangible assets | 94,070 | 104,498 | 189,200 | 221,735 |
Upfront and milestone payments to partners | 5,125 | 444 | 5,681 | 2,194 |
Continuity and separation benefits and other cost reduction initiatives | 15,083 | 9,444 | 38,803 | 32,664 |
Certain litigation-related and other contingencies, net | 35,195 | (8,572) | 35,832 | (25,748) |
Certain legal costs | 24,843 | 18,005 | 44,119 | 33,541 |
Asset impairment charges | 4,929 | 0 | 8,238 | 97,785 |
Acquisition-related costs | 97 | 6,045 | (4,925) | 18,507 |
Loss on extinguishment of debt | 0 | 0 | 13,753 | 0 |
Foreign currency impact related to the remeasurement of intercompany debt instruments | 1,355 | 3,005 | 2,502 | (4,089) |
Other, net | 0 | 26,750 | 3,879 | 19,424 |
Operating segments | ||||
Segment Reporting Information [Line Items] | ||||
Total segment adjusted income from continuing operations before income tax | $ 359,666 | $ 347,625 | $ 737,649 | $ 781,467 |
SEGMENT RESULTS - Schedule of D
SEGMENT RESULTS - Schedule of Disaggregation of Revenues (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||||||
TOTAL REVENUES, NET | $ 713,830,000 | $ 687,588,000 | $ 1,431,749,000 | $ 1,507,993,000 | ||||
Product line revenue reporting threshold | 25,000,000 | $ 25,000,000 | $ 25,000,000 | $ 25,000,000 | 25,000,000 | $ 25,000,000 | ||
Branded Pharmaceuticals | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
TOTAL REVENUES, NET | 228,040,000 | 129,521,000 | 434,675,000 | 333,594,000 | ||||
Branded Pharmaceuticals | Specialty Products | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
TOTAL REVENUES, NET | 167,091,000 | 68,744,000 | 310,421,000 | 203,041,000 | ||||
Branded Pharmaceuticals | XIAFLEX® | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
TOTAL REVENUES, NET | 111,487,000 | 33,783,000 | 206,757,000 | 122,855,000 | ||||
Branded Pharmaceuticals | SUPPRELIN® LA | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
TOTAL REVENUES, NET | 27,568,000 | 15,395,000 | 55,596,000 | 35,115,000 | ||||
Branded Pharmaceuticals | Other Specialty | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
TOTAL REVENUES, NET | 28,036,000 | 19,566,000 | 48,068,000 | 45,071,000 | ||||
Branded Pharmaceuticals | Established Products | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
TOTAL REVENUES, NET | 60,949,000 | 60,777,000 | 124,254,000 | 130,553,000 | ||||
Branded Pharmaceuticals | PERCOCET® | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
TOTAL REVENUES, NET | 26,156,000 | 27,578,000 | 51,781,000 | 55,281,000 | ||||
Branded Pharmaceuticals | TESTOPEL® | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
TOTAL REVENUES, NET | 9,439,000 | 617,000 | 20,628,000 | 8,809,000 | ||||
Branded Pharmaceuticals | Other Established | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
TOTAL REVENUES, NET | 25,354,000 | 32,582,000 | 51,845,000 | 66,463,000 | ||||
Sterile Injectables | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
TOTAL REVENUES, NET | 294,600,000 | 319,214,000 | 603,345,000 | 655,604,000 | ||||
Sterile Injectables | VASOSTRICT® | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
TOTAL REVENUES, NET | 197,121,000 | 214,214,000 | 421,067,000 | 417,118,000 | ||||
Sterile Injectables | ADRENALIN® | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
TOTAL REVENUES, NET | 29,977,000 | 33,161,000 | 59,414,000 | 89,673,000 | ||||
Sterile Injectables | Other Sterile Injectables | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
TOTAL REVENUES, NET | 67,502,000 | 71,839,000 | 122,864,000 | 148,813,000 | ||||
Generic Pharmaceuticals | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
TOTAL REVENUES, NET | 167,272,000 | 215,879,000 | 348,145,000 | 467,162,000 | ||||
International Pharmaceuticals | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
TOTAL REVENUES, NET | $ 23,918,000 | $ 22,974,000 | $ 45,584,000 | $ 51,633,000 | ||||
International Pharmaceuticals | Revenue from Contract with Customer Benchmark | Product Concentration Risk | Maximum | ||||||||
Disaggregation of Revenue [Line Items] | ||||||||
Concentration risk, percentage | 5.00% | 5.00% |
FAIR VALUE MEASUREMENTS - Restr
FAIR VALUE MEASUREMENTS - Restricted Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Restricted Cash and Cash Equivalents, Insurance Coverage | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Restricted cash and cash equivalents | $ 25,000 | $ 25,000 |
Mesh related cases | ||
Restricted Cash and Cash Equivalents Items [Line Items] | ||
Settlement funds | $ 102,757 | $ 126,998 |
FAIR VALUE MEASUREMENTS - Finan
FAIR VALUE MEASUREMENTS - Financial Assets And Liabilities Measured At Fair Value On Recurring Basis (Details) - Fair value, measurements, recurring - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Acquisition-related contingent consideration—current | ||
Liabilities: | ||
Fair value of financial liabilities measured on recurring basis | $ 5,651 | $ 8,566 |
Acquisition-related contingent consideration—noncurrent | ||
Liabilities: | ||
Fair value of financial liabilities measured on recurring basis | 21,796 | 27,683 |
Money market funds | ||
Assets: | ||
Fair value of financial assets measured on recurring basis | 185,922 | 214,120 |
Level 1 Inputs | Acquisition-related contingent consideration—current | ||
Liabilities: | ||
Fair value of financial liabilities measured on recurring basis | 0 | 0 |
Level 1 Inputs | Acquisition-related contingent consideration—noncurrent | ||
Liabilities: | ||
Fair value of financial liabilities measured on recurring basis | 0 | 0 |
Level 1 Inputs | Money market funds | ||
Assets: | ||
Fair value of financial assets measured on recurring basis | 185,922 | 214,120 |
Level 2 Inputs | Acquisition-related contingent consideration—current | ||
Liabilities: | ||
Fair value of financial liabilities measured on recurring basis | 0 | 0 |
Level 2 Inputs | Acquisition-related contingent consideration—noncurrent | ||
Liabilities: | ||
Fair value of financial liabilities measured on recurring basis | 0 | 0 |
Level 2 Inputs | Money market funds | ||
Assets: | ||
Fair value of financial assets measured on recurring basis | 0 | 0 |
Level 3 Inputs | Acquisition-related contingent consideration—current | ||
Liabilities: | ||
Fair value of financial liabilities measured on recurring basis | 5,651 | 8,566 |
Level 3 Inputs | Acquisition-related contingent consideration—noncurrent | ||
Liabilities: | ||
Fair value of financial liabilities measured on recurring basis | 21,796 | 27,683 |
Level 3 Inputs | Money market funds | ||
Assets: | ||
Fair value of financial assets measured on recurring basis | $ 0 | $ 0 |
FAIR VALUE MEASUREMENTS - (Narr
FAIR VALUE MEASUREMENTS - (Narrative) (Details) $ in Millions | Jun. 30, 2021USD ($) | Dec. 31, 2020USD ($) |
Discount rate | Minimum | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Discount rate applied | 0.100 | |
Discount rate | Maximum | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Discount rate applied | 0.150 | |
Discount rate | Weighted average | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Discount rate applied | 0.11 | |
Money market funds | Restricted cash and cash equivalents | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Settlement funds | $ 22.3 | $ 26.5 |
FAIR VALUE MEASUREMENTS - Fin_2
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, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning of period | $ 29,763 | $ 38,939 | $ 36,249 | $ 29,657 |
Amounts settled | (2,539) | (3,221) | (3,690) | (5,682) |
Changes in fair value recorded in earnings | 117 | 6,045 | (5,336) | 18,507 |
Effect of currency translation | 106 | 294 | 224 | (425) |
Changes in Fair Value Recorded in Earnings | (5,336) | |||
Amounts Settled and Other | (3,466) | |||
End of period | 27,447 | $ 42,057 | 27,447 | $ 42,057 |
Auxilium acquisition | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning of period | 14,484 | |||
Changes in Fair Value Recorded in Earnings | (490) | |||
Amounts Settled and Other | (635) | |||
End of period | 13,359 | 13,359 | ||
Lehigh Valley Technologies, Inc. acquisitions | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning of period | 13,100 | |||
Changes in Fair Value Recorded in Earnings | (5,181) | |||
Amounts Settled and Other | (2,219) | |||
End of period | 5,700 | 5,700 | ||
Other | ||||
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||||
Beginning of period | 8,665 | |||
Changes in Fair Value Recorded in Earnings | 335 | |||
Amounts Settled and Other | (612) | |||
End of period | $ 8,388 | $ 8,388 |
FAIR VALUE MEASUREMENTS - Sched
FAIR VALUE MEASUREMENTS - Schedule of Financial Assets Measured At Fair Value On A Nonrecurring Basis (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | |
Assets: | ||||
Intangible assets, excluding goodwill | $ (4,929) | $ 0 | $ (7,811) | $ (63,751) |
Total | $ (4,929) | $ 0 | (8,238) | $ (97,785) |
Fair value, measurements, nonrecurring | ||||
Assets: | ||||
Intangible assets, excluding goodwill | (7,811) | |||
Certain property, plant and equipment | (427) | |||
Total | $ (8,238) | |||
Fair value, measurements, nonrecurring | Discount rate | Minimum | ||||
Assets: | ||||
Discount rate applied | 0.100 | 0.100 | ||
Fair value, measurements, nonrecurring | Discount rate | Maximum | ||||
Assets: | ||||
Discount rate applied | 0.120 | 0.120 | ||
Fair value, measurements, nonrecurring | Discount rate | Weighted average | ||||
Assets: | ||||
Discount rate applied | 0.111 | 0.111 | ||
Level 1 Inputs | Fair value, measurements, nonrecurring | ||||
Assets: | ||||
Intangible assets, excluding goodwill | $ 0 | $ 0 | ||
Certain property, plant and equipment | 0 | 0 | ||
Total | 0 | 0 | ||
Level 2 Inputs | Fair value, measurements, nonrecurring | ||||
Assets: | ||||
Intangible assets, excluding goodwill | 0 | 0 | ||
Certain property, plant and equipment | 0 | 0 | ||
Total | 0 | 0 | ||
Level 3 Inputs | Fair value, measurements, nonrecurring | ||||
Assets: | ||||
Intangible assets, excluding goodwill | 5,011 | 5,011 | ||
Certain property, plant and equipment | 0 | 0 | ||
Total | $ 5,011 | $ 5,011 |
INVENTORIES - Schedule of Inven
INVENTORIES - Schedule of Inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 102,030 | $ 99,495 |
Work-in-process | 90,301 | 98,753 |
Finished goods | 146,125 | 154,012 |
Total | 338,456 | 352,260 |
Long-term inventory | 7,200 | 13,200 |
Inventories not yet available for sale | $ 12,500 | $ 37,500 |
LEASES - Assets and Liabilities
LEASES - Assets and Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Right-of-use assets: | ||
Operating lease right-of-use assets | $ 31,945 | $ 37,030 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List] | us-gaap:PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetAfterAccumulatedDepreciationAndAmortization | us-gaap:PropertyPlantAndEquipmentAndFinanceLeaseRightOfUseAssetAfterAccumulatedDepreciationAndAmortization |
Finance lease right-of-use assets | $ 42,927 | $ 47,549 |
Total right-of-use assets | 74,872 | 84,579 |
Operating lease liabilities: | ||
Current operating lease liabilities | 11,890 | 11,613 |
Noncurrent operating lease liabilities | 32,871 | 38,132 |
Total operating lease liabilities | $ 44,761 | $ 49,745 |
Finance lease liabilities: | ||
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List] | us-gaap:AccountsPayableAndAccruedLiabilitiesCurrent | us-gaap:AccountsPayableAndAccruedLiabilitiesCurrent |
Current finance lease liabilities | $ 6,528 | $ 6,227 |
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List] | us-gaap:OtherLiabilitiesNoncurrent | us-gaap:OtherLiabilitiesNoncurrent |
Noncurrent finance lease liabilities | $ 21,627 | $ 25,027 |
Total finance lease liabilities | $ 28,155 | $ 31,254 |
LEASES - Components of Lease Ex
LEASES - Components of Lease Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Leases [Abstract] | ||||
Operating lease cost | $ 3,521 | $ 3,112 | $ 7,257 | $ 7,104 |
Finance lease cost: | ||||
Amortization of right-of-use assets | 2,311 | 2,311 | 4,622 | 4,622 |
Interest on lease liabilities | 338 | 441 | 705 | 907 |
Other lease costs and income: | ||||
Variable lease costs | 3,042 | 2,184 | 6,064 | 4,842 |
Sublease income | (947) | (932) | (1,880) | (1,793) |
Cost of revenues | ||||
Lessee, Lease, Description [Line Items] | ||||
Lease, cost | 2,986 | 2,446 | 6,044 | 5,774 |
Selling, general and administrative | ||||
Lessee, Lease, Description [Line Items] | ||||
Lease, cost | 4,887 | 4,179 | 9,911 | 8,900 |
Research and development | ||||
Lessee, Lease, Description [Line Items] | ||||
Lease, cost | $ 54 | $ 50 | $ 108 | $ 101 |
LEASES - Cash Flow and Suppleme
LEASES - Cash Flow and Supplemental Noncash Information (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash payments for operating leases | $ 6,453 | $ 7,125 |
Operating cash payments for finance leases | 1,297 | 1,493 |
Financing cash payments for finance leases | $ 2,669 | $ 2,393 |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLES - Schedule of Changes in the Carrying Amount of Goodwill (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | $ 3,560,011 |
Goodwill, ending balance | 3,560,011 |
Branded Pharmaceuticals | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 828,818 |
Goodwill, ending balance | 828,818 |
Sterile Injectables | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 2,731,193 |
Goodwill, ending balance | 2,731,193 |
Generic Pharmaceuticals | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 0 |
Goodwill, ending balance | 0 |
International Pharmaceuticals | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 0 |
Goodwill, ending balance | $ 0 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLES - Accumulated Impairment (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Goodwill [Line Items] | ||
Accumulated impairment losses | $ 4,559,535 | $ 4,544,718 |
Branded Pharmaceuticals | ||
Goodwill [Line Items] | ||
Accumulated impairment losses | 855,810 | 855,810 |
Sterile Injectables | ||
Goodwill [Line Items] | ||
Accumulated impairment losses | 0 | 0 |
Generic Pharmaceuticals | ||
Goodwill [Line Items] | ||
Accumulated impairment losses | 3,142,657 | 3,142,657 |
International Pharmaceuticals | ||
Goodwill [Line Items] | ||
Accumulated impairment losses | $ 561,068 | $ 546,251 |
GOODWILL AND OTHER INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLES - Schedule of Other Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Indefinite-lived intangibles: | |||||
Beginning Balance | $ 3,000 | ||||
Acquisitions | 0 | ||||
Impairments | 0 | ||||
Effect of Currency Translation | 0 | ||||
Ending Balance | $ 3,000 | 3,000 | |||
Finite-lived intangibles: | |||||
Beginning Balance | 6,888,373 | ||||
Acquisitions | 2,485 | ||||
Impairments | (7,811) | ||||
Effect of Currency Translation | 7,065 | ||||
Ending Balance | 6,890,112 | 6,890,112 | |||
Total other intangibles | |||||
Beginning balance | 6,891,373 | ||||
Acquisitions | 2,485 | ||||
Impairments | (4,929) | $ 0 | (7,811) | $ (63,751) | |
Effect of Currency Translation | 7,065 | ||||
Ending balance | 6,893,112 | 6,893,112 | |||
Accumulated amortization: | |||||
Beginning Balance | (4,150,565) | ||||
Amortization | (94,100) | $ (104,500) | (189,200) | $ (221,700) | |
Impairments | 0 | ||||
Effect of Currency Translation | (4,692) | ||||
Ending Balance | (4,344,457) | (4,344,457) | |||
Net other intangibles | 2,548,655 | 2,548,655 | $ 2,740,808 | ||
Licensing | |||||
Finite-lived intangibles: | |||||
Beginning Balance | 439,230 | ||||
Acquisitions | 2,485 | ||||
Impairments | (1,300) | ||||
Effect of Currency Translation | 0 | ||||
Ending Balance | 440,415 | 440,415 | |||
Accumulated amortization: | |||||
Beginning Balance | (415,193) | ||||
Amortization | (2,512) | ||||
Impairments | 0 | ||||
Effect of Currency Translation | 0 | ||||
Ending Balance | (417,705) | (417,705) | |||
Tradenames | |||||
Finite-lived intangibles: | |||||
Beginning Balance | 6,409 | ||||
Acquisitions | 0 | ||||
Impairments | 0 | ||||
Effect of Currency Translation | 0 | ||||
Ending Balance | 6,409 | 6,409 | |||
Accumulated amortization: | |||||
Beginning Balance | (6,409) | ||||
Amortization | 0 | ||||
Impairments | 0 | ||||
Effect of Currency Translation | 0 | ||||
Ending Balance | (6,409) | (6,409) | |||
Developed technology | |||||
Finite-lived intangibles: | |||||
Beginning Balance | 6,442,734 | ||||
Acquisitions | 0 | ||||
Impairments | (6,511) | ||||
Effect of Currency Translation | 7,065 | ||||
Ending Balance | 6,443,288 | 6,443,288 | |||
Accumulated amortization: | |||||
Beginning Balance | (3,728,963) | ||||
Amortization | (186,688) | ||||
Impairments | 0 | ||||
Effect of Currency Translation | (4,692) | ||||
Ending Balance | (3,920,343) | (3,920,343) | |||
In-process research and development | |||||
Indefinite-lived intangibles: | |||||
Beginning Balance | 3,000 | ||||
Acquisitions | 0 | ||||
Impairments | 0 | ||||
Effect of Currency Translation | 0 | ||||
Ending Balance | $ 3,000 | $ 3,000 | |||
Weighted average | |||||
Accumulated amortization: | |||||
Intangible life (years) | 12 years | ||||
Weighted average | Licensing | |||||
Accumulated amortization: | |||||
Intangible life (years) | 14 years | ||||
Weighted average | Developed technology | |||||
Accumulated amortization: | |||||
Intangible life (years) | 12 years |
GOODWILL AND OTHER INTANGIBLE_5
GOODWILL AND OTHER INTANGIBLES - Other Intangibles (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization of intangible assets | $ 94,100 | $ 104,500 | $ 189,200 | $ 221,700 |
GOODWILL AND OTHER INTANGIBLE_6
GOODWILL AND OTHER INTANGIBLES - Schedule of Estimated Amortization of Intangibles (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2021 | $ 373,132 |
2022 | 357,260 |
2023 | 315,018 |
2024 | 280,356 |
2025 | $ 258,659 |
GOODWILL AND OTHER INTANGIBLE_7
GOODWILL AND OTHER INTANGIBLES - Schedule of Intangible Asset Impairment Charges Including Goodwill (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Goodwill impairment charges | $ 0 | $ 0 | $ 0 | $ 32,786 |
Other intangible asset impairment charges | $ 4,929 | $ 0 | $ 7,811 | $ 63,751 |
GOODWILL AND OTHER INTANGIBLE_8
GOODWILL AND OTHER INTANGIBLES - Impairments (Narrative) (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | Mar. 31, 2020USD ($) | Jun. 30, 2021USD ($) | Jun. 30, 2020USD ($) | |
Goodwill [Line Items] | |||||
Goodwill impairment charges | $ 0 | $ 0 | $ 0 | $ 32,786 | |
Paladin labs inc. | |||||
Goodwill [Line Items] | |||||
Goodwill impairment charges | $ 32,800 | ||||
Paladin labs inc. | Discount rate | |||||
Goodwill [Line Items] | |||||
Intangible assets and goodwill, measurement input | 0.095 |
CONTRACT ASSETS AND LIABILITI_3
CONTRACT ASSETS AND LIABILITIES - Contract Assets and Contract Liabilities from Contracts with Customers (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Dec. 31, 2020 | |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract] | ||
Contract assets, net | $ 13,025 | $ 13,525 |
Contract assets, net - $ change | $ (500) | |
Contract assets, net - % change | (4.00%) | |
Contract liabilities, net | $ 5,346 | 6,028 |
Contract liabilities, net - $ change | $ (682) | |
Contract liabilities, net - % change | (11.00%) | |
Contract with customer, asset, after allowance for credit loss, current | $ 2,600 | 3,200 |
Contract liability amounts classified as current | 1,000 | $ 1,400 |
Increase in contract liability | $ 300 |
CONTRACT ASSETS AND LIABILITI_4
CONTRACT ASSETS AND LIABILITIES - (Narrative) (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Contract with Customer, Contract Asset, Contract Liability, and Receivable [Abstract] | |
Performance obligation satisfaction period | 7 days |
Performance obligation satisfied in previous period | $ 18.3 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED EXPENSES - Schedule of Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Accounts Payable and Accrued Liabilities, Current [Abstract] | ||
Trade accounts payable | $ 103,842 | $ 94,408 |
Returns and allowances | 190,989 | 207,916 |
Rebates | 130,245 | 126,644 |
Chargebacks | 2,080 | 2,177 |
Accrued interest | 107,953 | 98,105 |
Accrued payroll and related benefits | 105,649 | 130,092 |
Accrued royalties and other distribution partner payables | 46,162 | 59,745 |
Acquisition-related contingent consideration—current | 5,651 | 8,566 |
Other | 132,430 | 108,287 |
Total | $ 825,001 | $ 835,940 |
DEBT - Components of Total Inde
DEBT - Components of Total Indebtedness (Details) - USD ($) | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | Aug. 31, 2020 |
Debt Instrument [Line Items] | ||||
Principal Amount | $ 8,370,968,000 | $ 8,376,443,000 | ||
Carrying Amount | 8,275,957,000 | 8,314,728,000 | ||
Less: current portion, net | 223,142,000 | 34,150,000 | ||
Principal amount of total long-term debt, less current portion, net | 8,147,826,000 | 8,342,293,000 | ||
Carrying amount of total long-term debt, less current portion, net | 8,052,815,000 | 8,280,578,000 | ||
Fair value of long term debt | $ 7,900,000,000 | $ 8,400,000,000 | ||
Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Effective Interest Rate (as a percent) | 2.63% | 2.69% | ||
Principal Amount | $ 300,000,000 | $ 300,000,000 | ||
Carrying Amount | $ 300,000,000 | $ 300,000,000 | ||
7.25% Senior Notes due 2022 | ||||
Debt Instrument [Line Items] | ||||
Interest rate (as a percent) | 7.25% | |||
Effective Interest Rate (as a percent) | 7.25% | 7.25% | ||
Principal Amount | $ 8,294,000 | $ 8,294,000 | ||
Carrying Amount | $ 8,294,000 | $ 8,294,000 | ||
5.75% Senior Notes due 2022 | ||||
Debt Instrument [Line Items] | ||||
Interest rate (as a percent) | 5.75% | 5.75% | ||
Effective Interest Rate (as a percent) | 5.75% | 5.75% | ||
Principal Amount | $ 172,048,000 | $ 172,048,000 | $ 10,000,000 | |
Carrying Amount | $ 172,048,000 | $ 172,048,000 | ||
5.375% Senior Notes due 2023 | ||||
Debt Instrument [Line Items] | ||||
Interest rate (as a percent) | 5.375% | |||
Effective Interest Rate (as a percent) | 5.62% | 5.62% | ||
Principal Amount | $ 6,127,000 | $ 6,127,000 | ||
Carrying Amount | $ 6,105,000 | $ 6,098,000 | ||
6.00% Senior Notes due 2023 | ||||
Debt Instrument [Line Items] | ||||
Interest rate (as a percent) | 6.00% | |||
Effective Interest Rate (as a percent) | 6.28% | 6.28% | ||
Principal Amount | $ 56,436,000 | $ 56,436,000 | ||
Carrying Amount | $ 56,132,000 | $ 56,063,000 | ||
5.875% Senior Secured Notes due 2024 | ||||
Debt Instrument [Line Items] | ||||
Interest rate (as a percent) | 5.875% | |||
Effective Interest Rate (as a percent) | 6.14% | 6.14% | ||
Principal Amount | $ 300,000,000 | $ 300,000,000 | ||
Carrying Amount | $ 297,592,000 | $ 297,267,000 | ||
6.00% Senior Notes due 2025 | ||||
Debt Instrument [Line Items] | ||||
Interest rate (as a percent) | 6.00% | |||
Effective Interest Rate (as a percent) | 6.27% | 6.27% | ||
Principal Amount | $ 21,578,000 | $ 21,578,000 | ||
Carrying Amount | $ 21,389,000 | $ 21,366,000 | ||
7.50% Senior Secured Notes due 2027 | ||||
Debt Instrument [Line Items] | ||||
Interest rate (as a percent) | 7.50% | |||
Effective Interest Rate (as a percent) | 7.70% | 7.70% | ||
Principal Amount | $ 2,015,479,000 | $ 2,015,479,000 | ||
Carrying Amount | $ 1,996,434,000 | $ 1,995,142,000 | ||
9.50% Senior Secured Second Lien Notes due 2027 | ||||
Debt Instrument [Line Items] | ||||
Interest rate (as a percent) | 9.50% | |||
Effective Interest Rate (as a percent) | 9.68% | 9.68% | ||
Principal Amount | $ 940,590,000 | $ 940,590,000 | ||
Carrying Amount | $ 932,851,000 | $ 932,395,000 | ||
6.00% Senior Notes due 2028 | ||||
Debt Instrument [Line Items] | ||||
Interest rate (as a percent) | 6.00% | |||
Effective Interest Rate (as a percent) | 6.11% | 6.11% | ||
Principal Amount | $ 1,260,416,000 | $ 1,260,416,000 | ||
Carrying Amount | $ 1,252,189,000 | $ 1,251,725,000 | ||
6.125% Senior Secured Notes due 2029 | ||||
Debt Instrument [Line Items] | ||||
Interest rate (as a percent) | 6.125% | 6.125% | ||
Effective Interest Rate (as a percent) | 6.34% | |||
Principal Amount | $ 1,295,000,000 | $ 1,295,000,000 | $ 0 | |
Carrying Amount | $ 1,277,845,000 | $ 0 | ||
Term Loan Facility | ||||
Debt Instrument [Line Items] | ||||
Effective Interest Rate (as a percent) | 6.12% | 5.21% | ||
Principal Amount | $ 1,995,000,000 | $ 3,295,475,000 | ||
Carrying Amount | $ 1,955,078,000 | $ 3,274,330,000 |
DEBT - Credit Facility Narrativ
DEBT - Credit Facility Narrative (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2021 | Dec. 31, 2020 | Aug. 31, 2020 | |
Line of Credit Facility [Line Items] | |||
Principal amount | $ 8,370,968,000 | $ 8,376,443,000 | |
Minimum | Optional Redemption Period | |||
Line of Credit Facility [Line Items] | |||
Interest rate (as a percent) | 35.00% | ||
Maximum | Optional Redemption Period | |||
Line of Credit Facility [Line Items] | |||
Interest rate (as a percent) | 40.00% | ||
Revolving Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Principal amount | $ 300,000,000 | 300,000,000 | |
Credit facility, remaining borrowing capacity | 695,000,000 | ||
Debt instrument, maturity acceleration, amount outstanding threshold | 500,000,000 | ||
Revolving Credit Facility | Redemption period one | |||
Line of Credit Facility [Line Items] | |||
Long-term debt, gross | 76,000,000 | ||
Revolving Credit Facility | Redemption period two | |||
Line of Credit Facility [Line Items] | |||
Long-term debt, gross | 248,700,000 | ||
Revolving Credit Facility | Optional Redemption Period | |||
Line of Credit Facility [Line Items] | |||
Long-term debt, gross | $ 675,300,000 | ||
Term Loan Facility | |||
Line of Credit Facility [Line Items] | |||
Quarter periodic payment (as a percent) | 0.25% | ||
2017 credit agreement | Revolving Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Principal amount | $ 1,000,000,000 | ||
Debt covenant, cross default trigger of maximum principal amount of debt instrument | 150,000,000 | ||
Debt covenant, trigger for non-appealable judgments for payment of money | 150,000,000 | ||
7.25% Senior Notes due 2022 | |||
Line of Credit Facility [Line Items] | |||
Principal amount | $ 8,294,000 | 8,294,000 | |
Interest rate (as a percent) | 7.25% | ||
5.75% Senior Notes due 2022 | |||
Line of Credit Facility [Line Items] | |||
Principal amount | $ 172,048,000 | 172,048,000 | $ 10,000,000 |
Interest rate (as a percent) | 5.75% | 5.75% | |
7.50% Senior Secured Notes due 2027 | |||
Line of Credit Facility [Line Items] | |||
Principal amount | $ 2,015,479,000 | 2,015,479,000 | |
Interest rate (as a percent) | 7.50% | ||
9.50% Senior Secured Second Lien Notes due 2027 | |||
Line of Credit Facility [Line Items] | |||
Principal amount | $ 940,590,000 | $ 940,590,000 | |
Interest rate (as a percent) | 9.50% | ||
Revolving Credit Facility | Minimum | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate (as a percent) | 0.50% | ||
Revolving Credit Facility | Minimum | London Interbank Offered Rate (LIBOR) | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate (as a percent) | 1.50% | ||
Revolving Credit Facility | Maximum | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate (as a percent) | 2.00% | ||
Revolving Credit Facility | Maximum | London Interbank Offered Rate (LIBOR) | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate (as a percent) | 3.00% | ||
Term Loan Facility | |||
Line of Credit Facility [Line Items] | |||
Principal amount | $ 2,000,000,000 | ||
Term Loan Facility | London Interbank Offered Rate (LIBOR) | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate (as a percent) | 5.00% | ||
Basis spread on variable rate, floor (as a percent) | 0.75% | ||
Term Loan Facility | Base Rate | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate (as a percent) | 4.00% | ||
Basis spread on variable rate, floor (as a percent) | 1.75% | ||
Term Loan Facility | 2017 credit agreement | |||
Line of Credit Facility [Line Items] | |||
Principal amount | $ 2,000,000,000 |
DEBT - Senior Notes and Senior
DEBT - Senior Notes and Senior Secured Notes (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2021 | Mar. 31, 2021 | |
Non-Call Period | ||
Debt Instrument, Redemption [Line Items] | ||
Redemption price (as a percent) | 100.00% | |
After Non-call Period | ||
Debt Instrument, Redemption [Line Items] | ||
Redemption price (as a percent) | 100.00% | |
After Non-call Period | Minimum | ||
Debt Instrument, Redemption [Line Items] | ||
Redemption price (as a percent) | 100.00% | |
After Non-call Period | Maximum | ||
Debt Instrument, Redemption [Line Items] | ||
Redemption price (as a percent) | 107.125% | |
Optional Redemption Period | Minimum | ||
Debt Instrument, Redemption [Line Items] | ||
Interest rate (as a percent) | 35.00% | |
Optional Redemption Period | Maximum | ||
Debt Instrument, Redemption [Line Items] | ||
Interest rate (as a percent) | 40.00% | |
7.50% Senior Secured Notes due 2027 | ||
Debt Instrument, Redemption [Line Items] | ||
Interest rate (as a percent) | 7.50% | |
7.50% Senior Secured Notes due 2027 | Optional Redemption Period | ||
Debt Instrument, Redemption [Line Items] | ||
Redemption price (as a percent) | 107.50% | |
9.50% Senior Secured Second Lien Notes due 2027 | ||
Debt Instrument, Redemption [Line Items] | ||
Redemption price (as a percent) | 9.50% | |
Interest rate (as a percent) | 9.50% | |
9.50% Senior Secured Second Lien Notes due 2027 | Optional Redemption Period | ||
Debt Instrument, Redemption [Line Items] | ||
Redemption price (as a percent) | 109.50% | |
6.00% Senior Notes due 2028 | ||
Debt Instrument, Redemption [Line Items] | ||
Redemption price (as a percent) | 6.00% | |
Interest rate (as a percent) | 6.00% | |
Debt covenant, cross default trigger of maximum principal amount of debt instrument | $ 150 | |
Debt covenant, trigger for non-appealable judgments for payment of money | $ 150 | |
6.00% Senior Notes due 2028 | Optional Redemption Period | ||
Debt Instrument, Redemption [Line Items] | ||
Redemption price (as a percent) | 106.00% | |
6.125% Senior Secured Notes due 2029 | ||
Debt Instrument, Redemption [Line Items] | ||
Interest rate (as a percent) | 6.125% | 6.125% |
6.125% Senior Secured Notes due 2029 | Optional Redemption Period | ||
Debt Instrument, Redemption [Line Items] | ||
Redemption price (as a percent) | 106.125% |
DEBT - Debt Refinancing Transac
DEBT - Debt Refinancing Transactions Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||
Mar. 31, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Feb. 28, 2021 | Dec. 31, 2020 | Aug. 31, 2020 | |
Debt Instrument [Line Items] | ||||||||||
Repayments of debt | $ 47,200,000 | |||||||||
Unamortized discount (premium) and debt issuance costs, net | $ 31,100,000 | |||||||||
Principal amount | $ 8,370,968,000 | $ 8,370,968,000 | $ 8,376,443,000 | |||||||
Loss on extinguishment of debt | 0 | $ 0 | 13,753,000 | $ 0 | ||||||
Debt issuance costs, gross | 56,700,000 | 56,700,000 | ||||||||
5.75% Senior Notes due 2022 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal amount | $ 172,048,000 | $ 172,048,000 | 172,048,000 | $ 10,000,000 | ||||||
Interest rate (as a percent) | 5.75% | 5.75% | 5.75% | |||||||
Term Loan Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal amount | $ 1,995,000,000 | $ 1,995,000,000 | 3,295,475,000 | |||||||
Long-term debt, gross | $ 3,295,500,000 | |||||||||
Proceeds from issuance of debt | $ 2,000,000,000 | |||||||||
Extinguishment of debt, amount | 1,295,000,000 | |||||||||
Loss on extinguishment of debt | 7,800,000 | |||||||||
Debt issuance costs, gross | 29,200,000 | 29,200,000 | ||||||||
6.125% Senior Secured Notes due 2029 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Principal amount | $ 1,295,000,000 | $ 1,295,000,000 | $ 1,295,000,000 | $ 1,295,000,000 | 0 | |||||
Interest rate (as a percent) | 6.125% | 6.125% | 6.125% | 6.125% | ||||||
Loss on extinguishment of debt | $ 6,000,000 | |||||||||
Debt issuance costs, gross | $ 17,600,000 | 17,600,000 | ||||||||
6.125% Senior Secured Notes due 2029 | Selling, general and administrative | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Loss on extinguishment of debt | $ 30,700,000 | 3,900,000 | $ 30,700,000 | |||||||
Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Unamortized discount (premium) and debt issuance costs, net | $ 2,100,000 | |||||||||
Principal amount | $ 300,000,000 | $ 300,000,000 | $ 300,000,000 | |||||||
Debt instrument, extended maturity modification, amount | $ 675,300,000 | $ 675,300,000 |
DEBT - Maturities of Long-Term
DEBT - Maturities of Long-Term Debt (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Maturities | |
2021 | $ 15,000 |
2022 | 223,142 |
2023 | 82,563 |
2024 | 394,600 |
2025 | $ 41,578 |
Senior notes | Senior notes maturing due 2022 | |
Maturities | |
Long-term debt, maturity repayment deadline | 91 days |
Revolving Credit Facility | |
Maturities | |
2022 | $ 22,800 |
2024 | $ 74,600 |
COMMITMENTS AND CONTINGENCIES -
COMMITMENTS AND CONTINGENCIES - Narrative (Details) $ in Thousands | 1 Months Ended | 6 Months Ended | |||||
Jul. 31, 2021USD ($)countymunicipality | Jan. 31, 2020USD ($) | Sep. 30, 2019USD ($) | May 31, 2018 | Jun. 30, 2021USD ($)countycaseclass_action_lawsuittrial | Jul. 29, 2021case | Dec. 31, 2020USD ($) | |
Loss Contingencies [Line Items] | |||||||
Reserve for loss contingencies | $ 349,200 | ||||||
Mesh related cases | |||||||
Loss Contingencies [Line Items] | |||||||
Payments to plaintiffs and qualified settlement funds | 3,600,000 | ||||||
Settlement funds | $ 102,757 | $ 126,998 | |||||
Opioid-related matters | |||||||
Loss Contingencies [Line Items] | |||||||
Number of putative class actions | class_action_lawsuit | 3 | ||||||
Number of ongoing trials | trial | 2 | ||||||
Loss contingency, plaintiffs, number of counties | case | 2 | ||||||
Settlement, amount awarded to other party | $ 8,750 | $ 10,000 | |||||
Opioid-related matters | New York | |||||||
Loss Contingencies [Line Items] | |||||||
Number of counties involved in claims | county | 2 | ||||||
Opioid-related matters | Subsequent event | |||||||
Loss Contingencies [Line Items] | |||||||
Number of cases filed by states | case | 20 | ||||||
Pending claims, number | case | 2,920 | ||||||
Number of cases filed by hospitals, health systems, unions, welfare funds or other third-party | case | 310 | ||||||
Number of cases alleging personal injury and/or wrongful death | case | 190 | ||||||
Loss contingency, plaintiffs, number of counties | county | 9 | ||||||
Settlement, amount awarded to other party | $ 35,000 | ||||||
Loss contingency, number of municipalities | municipality | 18 | ||||||
Opioid-related matters | Subsequent event | Economic Damages | |||||||
Loss Contingencies [Line Items] | |||||||
Loss contingency, damages sought, value | $ 2,500,000 | ||||||
Opioid-related matters | Subsequent event | Exemplary Damages | |||||||
Loss Contingencies [Line Items] | |||||||
Loss contingency, damages sought, value | $ 10,000,000 | ||||||
American Medical Systems | Mesh related cases | |||||||
Loss Contingencies [Line Items] | |||||||
Loss contingency, claims settled, number | case | 70,000 | ||||||
Par Pharmaceutical, Inc. | VASOSTRICT Related Matters | |||||||
Loss Contingencies [Line Items] | |||||||
Lawsuit filing period | 45 days | ||||||
Stay of approval period, Hatch-Waxman Act | 30 months | ||||||
VASOSTRICT and/or ADRENALIN | Opioid-related matters | |||||||
Loss Contingencies [Line Items] | |||||||
Settlement, amount awarded to other party | $ 1,000 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES - Schedule of Loss Contingencies (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2021USD ($) | |
Mesh Liability Accrual | |
Ending balance | $ 349,200 |
Mesh related cases | |
Qualified Settlement Funds | |
Beginning balance | 126,998 |
Cash contributions to Qualified Settlement Funds | 2,000 |
Cash distributions to settle disputes from Qualified Settlement Funds | (26,255) |
Other | 14 |
Ending balance | 102,757 |
Mesh Liability Accrual | |
Other | 14 |
Mesh related cases | Mesh Liability Accrual | |
Qualified Settlement Funds | |
Other | (509) |
Mesh Liability Accrual | |
Beginning balance | 330,921 |
Additional charges | 0 |
Cash distributions to settle disputes from Qualified Settlement Funds | (26,255) |
Cash distributions to settle disputes | (8,617) |
Other | (509) |
Ending balance | $ 295,540 |
OTHER COMPREHENSIVE INCOME (L_2
OTHER COMPREHENSIVE INCOME (LOSS) - Narrative (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Equity [Abstract] | ||||
Other comprehensive income (loss), tax, portion attributable to parent | $ 0 | $ 0 | $ 0 | $ 0 |
Reclassification from AOCI | $ 0 | $ 0 | $ 0 | $ 0 |
SHAREHOLDERS' DEFICIT - Schedul
SHAREHOLDERS' DEFICIT - Schedule of Stockholders Equity (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Shareholders' equity, beginning balance | $ (598,973) | $ (647,939) | $ (737,817) | $ (866,544) | $ (647,939) | $ (866,544) |
Net income (loss) | (15,500) | 41,524 | 10,558 | 129,930 | 26,024 | 140,488 |
Other comprehensive income (loss) | 2,238 | 1,692 | 5,624 | (14,437) | 3,930 | (8,813) |
Compensation related to share-based awards | 4,444 | 9,993 | 9,222 | 17,645 | 14,400 | 26,900 |
Exercise of options | 622 | |||||
Tax withholding for restricted shares | (9,251) | (4,863) | (2,467) | (4,398) | ||
Other | (2) | 13 | (13) | |||
Shareholders' equity, ending balance | (617,042) | (598,973) | (714,867) | (737,817) | (617,042) | (714,867) |
Euro Deferred Shares | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Shareholders' equity, beginning balance | 47 | 49 | 44 | 45 | 49 | 45 |
Other | (2) | 1 | (1) | |||
Shareholders' equity, ending balance | 47 | 47 | 45 | 44 | 47 | 45 |
Ordinary Shares | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Shareholders' equity, beginning balance | 23 | 23 | 23 | 23 | 23 | 23 |
Shareholders' equity, ending balance | 23 | 23 | 23 | 23 | 23 | 23 |
Additional Paid-in Capital | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Shareholders' equity, beginning balance | 8,943,764 | 8,938,012 | 8,917,927 | 8,904,692 | 8,938,012 | 8,904,692 |
Compensation related to share-based awards | 4,444 | 9,993 | 9,222 | 17,645 | ||
Exercise of options | 622 | |||||
Tax withholding for restricted shares | (9,251) | (4,863) | (2,467) | (4,398) | ||
Other | 0 | 12 | (12) | |||
Shareholders' equity, ending balance | 8,938,957 | 8,943,764 | 8,924,694 | 8,917,927 | 8,938,957 | 8,924,694 |
Accumulated Deficit | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Shareholders' equity, beginning balance | (9,326,746) | (9,368,270) | (9,422,284) | (9,552,214) | (9,368,270) | (9,552,214) |
Net income (loss) | (15,500) | 41,524 | 10,558 | 129,930 | ||
Shareholders' equity, ending balance | (9,342,246) | (9,326,746) | (9,411,726) | (9,422,284) | (9,342,246) | (9,411,726) |
Accumulated Other Comprehensive Loss | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Shareholders' equity, beginning balance | (216,061) | (217,753) | (233,527) | (219,090) | (217,753) | (219,090) |
Other comprehensive income (loss) | 2,238 | 1,692 | 5,624 | (14,437) | ||
Shareholders' equity, ending balance | $ (213,823) | $ (216,061) | $ (227,903) | $ (233,527) | $ (213,823) | $ (227,903) |
SHAREHOLDERS' DEFICIT - Narrati
SHAREHOLDERS' DEFICIT - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation related to share-based awards | $ 4,444 | $ 9,993 | $ 9,222 | $ 17,645 | $ 14,400 | $ 26,900 |
Unrecognized compensation cost | 33,100 | $ 33,100 | ||||
Nonvested Stock Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Service period | 2 months 12 days | |||||
Nonvested Restricted Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Service period | 2 years | |||||
Additional Paid-in Capital | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation related to share-based awards | $ 4,444 | $ 9,993 | $ 9,222 | $ 17,645 |
OTHER EXPENSE (INCOME), NET - S
OTHER EXPENSE (INCOME), NET - Schedule of Components of Other Income, Net (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Component of Operating Income [Abstract] | ||||
Net (gain) loss on sale of business and other assets | $ (264) | $ (6,650) | $ 91 | $ (14,842) |
Foreign currency loss (gain), net | 876 | 2,816 | 2,261 | (2,823) |
Net loss (gain) from our investments in the equity of other companies | 159 | (13) | 310 | 236 |
Other miscellaneous, net | (399) | (303) | (1,378) | (695) |
Other expense (income), net | $ 372 | $ (4,150) | $ 1,284 | $ (18,124) |
INCOME TAXES - Schedule of Comp
INCOME TAXES - Schedule of Components of Income Tax Expense (Benefit) (Details) - USD ($) $ in Thousands | Apr. 23, 2021 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 |
Income Tax Examination [Line Items] | |||||
Income from continuing operations before income tax | $ 916 | $ 25,252 | $ 48,699 | $ 46,501 | |
Income tax expense (benefit) | $ 11,100 | $ 7,642 | $ 11,824 | $ (128,690) | |
Effective tax rate (as a percent) | 1211.80% | 30.30% | 24.30% | (276.70%) | |
Federal income tax expense (benefit), continuing operations | $ 127,900 | ||||
Minimum | |||||
Income Tax Examination [Line Items] | |||||
Net cash adjustments, excluding interest | $ 70,000 | ||||
Maximum | |||||
Income Tax Examination [Line Items] | |||||
Net cash adjustments, excluding interest | $ 250,000 |
NET (LOSS) INCOME PER SHARE - R
NET (LOSS) INCOME PER SHARE - Reconciliation of the Numerator and Denominator of Basic and Diluted Net Loss Per Share (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Numerator: | ||||||
(Loss) income from continuing operations | $ (10,184) | $ 17,610 | $ 36,875 | $ 175,191 | ||
Loss from discontinued operations, net of tax | (5,316) | (7,052) | (10,851) | (34,703) | ||
NET (LOSS) INCOME | $ (15,500) | $ 41,524 | $ 10,558 | $ 129,930 | $ 26,024 | $ 140,488 |
Denominator: | ||||||
For basic per share data—weighted average shares (in shares) | 233,331 | 229,716 | 231,941 | 228,457 | ||
Dilutive effect of ordinary share equivalents (in shares) | 0 | 3,965 | 5,102 | 4,891 | ||
For diluted per share data—weighted average shares (in shares) | 233,331 | 233,681 | 237,043 | 233,348 |
NET (LOSS) INCOME PER SHARE - C
NET (LOSS) INCOME PER SHARE - Computation of Diluted Income Per Share (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 6,591 | 7,110 | 5,163 | 7,166 |
Stock awards | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 9,541 | 6,617 | 3,496 | 5,908 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) - USD ($) $ in Thousands | Aug. 04, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Jun. 30, 2020 |
Subsequent Event [Line Items] | ||||
Gain (loss) on disposition of business | $ (91) | $ 14,842 | ||
Forecast | Minimum | ||||
Subsequent Event [Line Items] | ||||
Gain (loss) on disposition of business | $ 35,000 | |||
Pre-tax reversal of accrued employee separation, continuity and other benefit-related costs | 15,000 | |||
Forecast | Maximum | ||||
Subsequent Event [Line Items] | ||||
Gain (loss) on disposition of business | 45,000 | |||
Pre-tax reversal of accrued employee separation, continuity and other benefit-related costs | $ 20,000 | |||
Subsequent event | Strides Pharma Science Limited | ||||
Subsequent Event [Line Items] | ||||
Cash acquired from acquisition | $ 24,000 |