Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Feb. 20, 2018 | Jun. 30, 2017 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Opko Health, Inc. | ||
Entity Central Index Key | 944,809 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $ 2,182,572,438 | ||
Entity Common Stock, Shares Outstanding | 559,473,568 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 91,499 | $ 168,733 |
Accounts receivable, net | 165,516 | 220,284 |
Inventory, net | 49,333 | 47,228 |
Other current assets and prepaid expenses | 37,113 | 47,356 |
Total current assets | 343,461 | 483,601 |
Property, plant and equipment, net | 146,557 | 122,831 |
Intangible assets, net | 683,835 | 763,976 |
In-process research and development | 647,347 | 644,713 |
Goodwill | 717,099 | 704,603 |
Investments | 40,642 | 41,139 |
Other assets | 5,615 | 5,756 |
Total assets | 2,584,556 | 2,766,619 |
Current liabilities: | ||
Accounts payable | 74,307 | 53,360 |
Accrued expenses | 215,102 | 197,955 |
Current portion of lines of credit and notes payable | 11,926 | 11,981 |
Total current liabilities | 301,335 | 263,296 |
2033 Senior Notes, net of discount | 29,160 | 43,701 |
Deferred tax liabilities, net | 148,729 | 165,331 |
Other long-term liabilities, principally deferred revenue, contingent consideration and lines of credit | 219,954 | 202,483 |
Total long-term liabilities | 397,843 | 411,515 |
Total liabilities | 699,178 | 674,811 |
Equity: | ||
Common Stock - $0.01 par value, 750,000,000 shares authorized; 560,023,745 and 558,576,051 shares issued at December 31, 2017 and 2016, respectively | 5,600 | 5,586 |
Treasury Stock, at cost - 549,907 and 586,760 shares at December 31, 2017 and 2016, respectively | (1,791) | (1,911) |
Additional paid-in capital | 2,889,256 | 2,845,096 |
Accumulated other comprehensive income (loss) | (528) | (27,009) |
Accumulated deficit | (1,007,159) | (729,954) |
Total shareholders’ equity | 1,885,378 | 2,091,808 |
Total liabilities and equity | $ 2,584,556 | $ 2,766,619 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Common Stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common Stock, shares authorized (in shares) | 750,000,000 | 750,000,000 |
Common Stock, shares issued (in shares) | 560,023,745 | 558,576,051 |
Treasury stock, shares (in shares) | 549,907 | 586,760 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues: | |||
Revenue from services | $ 889,076 | $ 1,012,129 | $ 329,739 |
Revenue from products | 107,759 | 83,467 | 80,146 |
Revenue from transfer of intellectual property and other | 70,668 | 126,065 | 81,853 |
Total revenues | 1,067,503 | 1,221,661 | 491,738 |
Costs and expenses: | |||
Cost of service revenue | 558,953 | 564,103 | 193,305 |
Cost of product revenue | 61,177 | 47,379 | 41,934 |
Selling, general and administrative | 520,994 | 490,888 | 196,576 |
Research and development | 125,186 | 111,205 | 99,488 |
Contingent consideration | (3,423) | 16,954 | 5,050 |
Amortization of intangible assets | 84,678 | 64,407 | 27,977 |
Grant repayment | 0 | 0 | 25,889 |
Total costs and expenses | 1,347,565 | 1,294,936 | 590,219 |
Operating loss | (280,062) | (73,275) | (98,481) |
Other income and (expense), net: | |||
Interest income | 610 | 478 | 255 |
Interest expense | (6,601) | (7,430) | (8,419) |
Fair value changes of derivative instruments, net | 52 | 2,778 | (39,083) |
Other income (expense), net | 10,457 | 3,903 | 7,730 |
Other income and (expense), net | 4,518 | (271) | (39,517) |
Loss before income taxes and investment losses | (275,544) | (73,546) | (137,998) |
Income tax benefit (provision) | (18,855) | 56,115 | 113,675 |
Net loss before investment losses | (294,399) | (17,431) | (24,323) |
Loss from investments in investees | (14,471) | (7,652) | (7,105) |
Net loss | (308,870) | (25,083) | (31,428) |
Less: Net loss attributable to noncontrolling interests | 0 | 0 | (1,400) |
Net loss attributable to common shareholders | $ (308,870) | $ (25,083) | $ (30,028) |
Loss per share, basic and diluted: | |||
Net loss per share (in dollars per share) | $ (0.55) | $ (0.05) | $ (0.06) |
Weighted average number of common shares outstanding, basic and diluted (in shares) | 559,160,565 | 550,846,553 | 488,065,908 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (308,870) | $ (25,083) | $ (31,428) |
Other comprehensive income (loss), net of tax: | |||
Change in foreign currency translation and other comprehensive income (loss) | 22,724 | (4,955) | (15,074) |
Available for sale investments: | |||
Change in unrealized gain (loss), net of tax | 3,790 | (3,810) | (2,378) |
Less: reclassification adjustments for losses included in net loss, net of tax | (33) | 4,293 | 7,307 |
Comprehensive loss | (282,389) | (29,555) | (41,573) |
Less: Comprehensive loss attributable to noncontrolling interest | 0 | 0 | (1,400) |
Comprehensive loss attributable to common shareholders | $ (282,389) | $ (29,555) | $ (40,173) |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) $ in Thousands | Total | EirGen Pharma Limited | BioReference Laboratories, Inc. | OPKO Health Europe | OPKO Renal | Transition Therapeutics, Inc. | Common Stock | Common StockEirGen Pharma Limited | Common StockBioReference Laboratories, Inc. | Common StockOPKO Renal | Common StockTransition Therapeutics, Inc. | Treasury | TreasuryOPKO Health Europe | Additional Paid-In Capital | Additional Paid-In CapitalEirGen Pharma Limited | Additional Paid-In CapitalBioReference Laboratories, Inc. | Additional Paid-In CapitalOPKO Health Europe | Additional Paid-In CapitalOPKO Renal | Additional Paid-In CapitalTransition Therapeutics, Inc. | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Noncontrolling Interests | Xenetic Biosciences, Inc. | Xenetic Biosciences, Inc.Treasury | Xenetic Biosciences, Inc.Additional Paid-In Capital |
Beginning balance at Dec. 31, 2014 | $ 835,741 | $ 4,334 | $ (4,051) | $ 1,529,096 | $ (12,392) | $ (674,843) | $ (6,403) | ||||||||||||||||||
Beginning balance, shares (in shares) at Dec. 31, 2014 | 433,421,677 | (1,245,367) | |||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||
Equity-based compensation expense | 26,074 | 26,074 | |||||||||||||||||||||||
Exercise of Common Stock options and warrants | 25,920 | $ 245 | 25,675 | ||||||||||||||||||||||
Exercise of Common Stock options, shares (in shares) | 24,467,806 | ||||||||||||||||||||||||
Issuance of Common Stock in connection with acquisition | 120,299 | $ 33,596 | $ 950,010 | $ 20,112 | $ 81 | $ 24 | $ 766 | $ 12 | 120,218 | $ 33,572 | $ 949,244 | $ 20,100 | |||||||||||||
Issuance of Common Stock in connection with acquisition (in shares) | 8,118,062 | 2,420,487 | 76,566,147 | 1,194,337 | |||||||||||||||||||||
Issuance of Treasury Stock in connection with Contingent Consideration | $ 1,812 | $ 406 | $ 1,406 | ||||||||||||||||||||||
Issuance of Treasury Stock in connection with Contingent Consideration (in shares) | 125,000 | ||||||||||||||||||||||||
Net loss attributable to common shareholders | (30,028) | (30,028) | |||||||||||||||||||||||
Deconsolidation of SciVac | 6,403 | 6,403 | |||||||||||||||||||||||
Other comprehensive loss | (10,145) | (10,145) | |||||||||||||||||||||||
Ending balance at Dec. 31, 2015 | 1,979,794 | $ 5,462 | $ (3,645) | 2,705,385 | (22,537) | (704,871) | $ 0 | ||||||||||||||||||
Ending balance, shares (in shares) at Dec. 31, 2015 | 546,188,516 | (1,120,367) | |||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||
Equity-based compensation expense | 42,693 | 42,693 | |||||||||||||||||||||||
Exercise of Common Stock options and warrants | 8,608 | $ 33 | 8,575 | ||||||||||||||||||||||
Exercise of Common Stock options, shares (in shares) | 3,292,753 | ||||||||||||||||||||||||
Issuance of Common Stock in connection with acquisition | $ 583 | $ 25,986 | $ 58,530 | $ 1 | $ 26 | $ 64 | 582 | $ 25,960 | $ 58,466 | ||||||||||||||||
Issuance of Common Stock in connection with acquisition (in shares) | 51,235 | 2,611,648 | 6,431,899 | ||||||||||||||||||||||
Issuance of Treasury Stock in connection with Contingent Consideration | 313 | $ 127 | 186 | ||||||||||||||||||||||
Issuance of Treasury Stock in connection with Contingent Consideration (in shares) | 39,145 | ||||||||||||||||||||||||
Issuance of Treasury Stock for investment in Xenetic | $ 4,856 | $ 1,607 | $ 3,249 | ||||||||||||||||||||||
Issuance of Treasury Stock for investment in Xenetic (in shares) | 2,611,648 | 494,462 | |||||||||||||||||||||||
Net loss attributable to common shareholders | $ (25,083) | (25,083) | |||||||||||||||||||||||
Other comprehensive loss | (4,472) | (4,472) | |||||||||||||||||||||||
Ending balance at Dec. 31, 2016 | 2,091,808 | $ 5,586 | $ (1,911) | 2,845,096 | (27,009) | (729,954) | |||||||||||||||||||
Ending balance, shares (in shares) at Dec. 31, 2016 | 558,576,051 | (586,760) | |||||||||||||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||||||||||||||||
Adoption of ASU 2016-09 | 31,665 | 31,665 | |||||||||||||||||||||||
Equity-based compensation expense | 28,307 | 28,307 | |||||||||||||||||||||||
Exercise of Common Stock options and warrants | $ 2,132 | $ 14 | 2,118 | ||||||||||||||||||||||
Exercise of Common Stock options, shares (in shares) | 1,298,704 | 1,447,694 | |||||||||||||||||||||||
Reclassification of embedded derivatives to equity | $ 13,551 | 13,551 | |||||||||||||||||||||||
Issuance of Treasury Stock in connection with Contingent Consideration | $ 304 | $ 120 | $ 184 | ||||||||||||||||||||||
Issuance of Treasury Stock in connection with Contingent Consideration (in shares) | 36,853 | ||||||||||||||||||||||||
Net loss attributable to common shareholders | (308,870) | (308,870) | |||||||||||||||||||||||
Other comprehensive loss | 26,481 | 26,481 | |||||||||||||||||||||||
Ending balance at Dec. 31, 2017 | $ 1,885,378 | $ 5,600 | $ (1,791) | $ 2,889,256 | $ (528) | $ (1,007,159) | |||||||||||||||||||
Ending balance, shares (in shares) at Dec. 31, 2017 | 560,023,745 | (549,907) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities: | |||
Net loss | $ (308,870,000) | $ (25,083,000) | $ (31,428,000) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 102,093,000 | 96,576,000 | 42,248,000 |
Non-cash interest | 2,575,000 | 2,699,000 | 2,612,000 |
Amortization of deferred financing costs | 224,000 | 237,000 | 1,212,000 |
Losses from investments in investees | 14,471,000 | 7,652,000 | 7,105,000 |
Equity-based compensation – employees and non-employees | 28,307,000 | 42,693,000 | 26,074,000 |
Impairment of intangible assets | 13,194,000 | 0 | 0 |
Revenue from receipt of equity | 0 | 0 | (140,000) |
Realized loss (gain) on equity securities and disposal of fixed assets | (8,663,000) | 2,321,000 | 7,091,000 |
Loss (gain) on conversion of 3.00% convertible senior notes | 0 | 284,000 | (943,000) |
Change in fair value of derivative instruments | (52,000) | (2,778,000) | 39,083,000 |
Change in fair value of contingent consideration | (3,423,000) | 16,954,000 | 5,050,000 |
Gain on deconsolidation of SciVac | 0 | 0 | (15,940,000) |
Deferred income tax provision (benefit) | 16,092,000 | (66,300,000) | (123,536,000) |
Changes in assets and liabilities, net of the effects of acquisitions: | |||
Accounts receivable, net | 58,011,000 | (25,637,000) | (4,845,000) |
Inventory, net | (3,539,000) | (6,607,000) | (4,953,000) |
Other current assets and prepaid expenses | 10,171,000 | 17,262,000 | (4,391,000) |
Other assets | (2,372,000) | (1,899,000) | (305,000) |
Accounts payable | 20,171,000 | (19,819,000) | (18,122,000) |
Foreign currency measurement | (255,000) | (376,000) | 979,000 |
Deferred revenue | (60,656,000) | (74,169,000) | 227,671,000 |
Accrued expenses and other liabilities | 30,441,000 | 68,036,000 | 9,502,000 |
Net cash provided by (used in) operating activities | (92,080,000) | 32,046,000 | 164,024,000 |
Cash flows from investing activities: | |||
Investments in investees | (9,625,000) | (14,424,000) | (4,375,000) |
Proceeds from sale of equity securities | 2,211,000 | 0 | 0 |
Acquisition of businesses, net of cash acquired | 0 | 15,878,000 | (79,000,000) |
Acquisition of intangible assets | 0 | (5,000,000) | (5,000,000) |
Purchase of marketable securities | 0 | (15,644,000) | 0 |
Maturities of short-term marketable securities | 0 | 15,634,000 | 0 |
Proceeds from the sale of property, plant and equipment | 7,271,000 | 1,401,000 | 0 |
Capital expenditures | (46,524,000) | (18,547,000) | (10,846,000) |
Net cash used in investing activities | (46,667,000) | (20,702,000) | (99,221,000) |
Cash flows from financing activities: | |||
Proceeds from the exercise of Common Stock options and warrants | 2,132,000 | 8,576,000 | 25,921,000 |
Cash from non-controlling interest | 0 | 0 | 100,000 |
Borrowings on lines of credit | 92,421,000 | 22,407,000 | 261,339,000 |
Repayments of lines of credit | (33,510,000) | (66,178,000) | (254,355,000) |
Net cash provided by (used in) financing activities | 61,043,000 | (35,195,000) | 33,005,000 |
Effect of exchange rate changes on cash and cash equivalents | 470,000 | (1,014,000) | (1,117,000) |
Net (decrease) increase in cash and cash equivalents | (77,234,000) | (24,865,000) | 96,691,000 |
Cash and cash equivalents at beginning of period | 168,733,000 | 193,598,000 | 96,907,000 |
Cash and cash equivalents at end of period | 91,499,000 | 168,733,000 | 193,598,000 |
SUPPLEMENTAL INFORMATION: | |||
Interest paid | 1,313,000 | 2,890,000 | 4,572,000 |
Income taxes paid, net of refunds | 5,416,000 | (27,122,000) | 4,879,000 |
Non-cash financing: | |||
Shares issued upon the conversion of - Common Stock options and warrants, surrendered in net exercise | 1,546,000 | 350,000 | 14,369,000 |
Transition Therapeutics, Inc. | |||
Issuance of capital stock to acquire or contingent consideration settlement: | |||
Capital stock issued | 0 | 58,530,000 | 0 |
BioReference Laboratories, Inc. | |||
Issuance of capital stock to acquire or contingent consideration settlement: | |||
Capital stock issued | 0 | 0 | 950,148,000 |
EirGen Pharma Limited | |||
Issuance of capital stock to acquire or contingent consideration settlement: | |||
Capital stock issued | 0 | 0 | 33,569,000 |
OPKO Renal | |||
Issuance of capital stock to acquire or contingent consideration settlement: | |||
Capital stock issued | 0 | 25,986,000 | 20,113,000 |
OPKO Health Europe | |||
Issuance of capital stock to acquire or contingent consideration settlement: | |||
Capital stock issued | 303,000 | 313,000 | 1,813,000 |
Issuance of stock for investment in Xenetic | |||
Issuance of capital stock to acquire or contingent consideration settlement: | |||
Capital stock issued | 0 | 4,856,000 | 0 |
2033 Senior Notes | |||
Non-cash financing: | |||
Shares issued upon the conversion of - 2033 Senior Notes | $ 0 | $ 583,000 | $ 120,299,000 |
Consolidated Statements of Cas8
Consolidated Statements of Cash Flows (Parenthetical) | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jan. 30, 2013 |
Notes | Notes Due February 1, 2033 | ||||
Interest rate of notes payable | 3.00% | 3.00% | 3.00% | 3.00% |
Business and Organization
Business and Organization | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Business and Organization | Business and Organization We are a diversified healthcare company that seeks to establish industry-leading positions in large and rapidly growing medical markets. Our diagnostics business includes BioReference Laboratories, Inc. (“BioReference”), the nation’s third-largest clinical laboratory with a core genetic testing business and an almost 400 -person sales and marketing team to drive growth and leverage new products, including the 4Kscore prostate cancer test and the Claros 1 in-office immunoassay platform (in development). Our pharmaceutical business features Rayaldee , an FDA-approved treatment for secondary hyperparathyroidism (“SHPT”) in adults with stage 3 or 4 chronic kidney disease (“CKD”) and vitamin D insufficiency, and VARUBI™ for chemotherapy-induced nausea and vomiting (oral formulation launched by partner TESARO in November 2015 and IV formulation launched November 2017), OPK88003, a once or twice weekly oxyntomodulin for type 2 diabetes and obesity which is a clinically advanced drug candidate among the new class of GLP-1 glucagon receptor dual agonists (Phase 2b), and OPK88004, a selective androgen receptor modulator being developed for benign prostatic hyperplasia and other urologic and metabolic conditions. Our pharmaceutical business also features hGH-CTP, a once-weekly human growth hormone injection (in Phase 3 and partnered with Pfizer), and a once-daily Factor VIIa drug for hemophilia (Phase 2a). We are incorporated in Delaware and our principal executive offices are located in leased offices in Miami, Florida. In August 2016, we completed the acquisition of Transition Therapeutics, Inc. (“Transition Therapeutics”), a clinical stage biotechnology company developing OPK88003, a once or twice weekly oxyntomodulin for type 2 diabetes and obesity, and OPK88004, a selective androgen receptor modulator for androgen deficiency indications. Holders of Transition Therapeutics common stock received 6,431,899 shares of OPKO Common Stock. The transaction was valued at approximately $58.5 million , based on a closing price per share of our Common Stock of $9.10 as reported by NASDAQ on the closing date. Through BioReference, we provide laboratory testing services, primarily to customers in the larger metropolitan areas across New York, New Jersey, Maryland, Pennsylvania, Delaware, Washington, DC, Florida, California, Texas, Illinois and Massachusetts as well as to customers in a number of other states. We offer a comprehensive test menu of clinical diagnostics for blood, urine, and tissue analysis. This includes hematology, clinical chemistry, immunoassay, infectious diseases, serology, hormones, and toxicology assays, as well as Pap smear, anatomic pathology (biopsies) and other types of tissue analysis. We market our laboratory testing services directly to physicians, geneticists, hospitals, clinics, correctional and other health facilities. We operate established pharmaceutical platforms in Ireland, Chile, Spain, and Mexico, which are generating revenue and which we expect to facilitate future market entry for our products currently in development. In addition, we have a development and commercial supply pharmaceutical company and a global supply chain operation and holding company in Ireland. We own a specialty active pharmaceutical ingredients (“APIs”) manufacturer in Israel, which we expect will facilitate the development of our pipeline of molecules and compounds for our molecular diagnostic and therapeutic products. Our research and development activities are primarily performed at facilities in Miramar, FL, Woburn, MA, Waterford, Ireland, Kiryat Gat, Israel, and Barcelona, Spain. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of presentation. The accompanying Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the U.S. and with the instructions to Form 10-K and of Regulation S-X. Principles of consolidation. The accompanying Consolidated Financial Statements include the accounts of OPKO Health, Inc. and of our wholly-owned subsidiaries. All intercompany accounts and transactions are eliminated in consolidation. Use of estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from these estimates. Cash and cash equivalents. Cash and cash equivalents include short-term, interest-bearing instruments with original maturities of 90 days or less at the date of purchase. We also consider all highly liquid investments with original maturities at the date of purchase of 90 days or less as cash equivalents. These investments include money markets, bank deposits, certificates of deposit and U.S. treasury securities. Inventories. Inventories are valued at the lower of cost and net realizable value. Cost is determined by the first-in, first-out method. We consider such factors as the amount of inventory on hand, estimated time required to sell such inventories, remaining shelf-life, and current market conditions to determine whether inventories are stated at the lower of cost and net realizable value. Inventories at our diagnostics segment consist primarily of purchased laboratory supplies, which is used in our testing laboratories. Inventory obsolescence for the years ended December 31, 2017 and 2016 was $5.4 million and $0.0 million , respectively. Pre-launch inventories. We may accumulate commercial quantities of certain product candidates prior to the date we anticipate that such products will receive final U.S. FDA approval. The accumulation of such pre-launch inventories involves the risk that such products may not be approved for marketing by the FDA on a timely basis, or ever. This risk notwithstanding, we may accumulate pre-launch inventories of certain products when such action is appropriate in relation to the commercial value of the product launch opportunity. In accordance with our policy, this pre-launch inventory is expensed. Goodwill and intangible assets. Goodwill represents the difference between the purchase price and the estimated fair value of the net assets acquired accounted for by the acquisition method of accounting and arose from our acquisitions. Refer to Note 5. Goodwill, in-process research and development (“IPR&D”) and other intangible assets acquired in business combinations, licensing and other transactions at December 31, 2017 and 2016 , were $2.0 billion and $2.1 billion , respectively. Assets acquired and liabilities assumed in business combinations, licensing and other transactions are generally recognized at the date of acquisition at their respective fair values. We determined the fair value of intangible assets, including IPR&D, using the “income method.” Goodwill is tested at least annually for impairment, or when events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable, by assessing qualitative factors or performing a quantitative analysis in determining whether it is more likely than not that its fair value exceeds the carrying value. Intangible assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable, although IPR&D is required to be tested at least annually until the project is completed or abandoned. Upon obtaining regulatory approval, the IPR&D asset is then accounted for as a finite-lived intangible asset and amortized on a straight-line basis over its estimated useful life. If the project is abandoned, the IPR&D asset is charged to expense. We recorded an impairment charge of $13.2 million in Amortization of intangible assets in our Consolidated Statement of Operations for the year ended December 31, 2017 to write our intangible asset for VARUBI™ down to its estimated fair value. No intangible asset impairment was recorded for the year ended December 31, 2016 . We reclassified $187.6 million of IPR&D related to Rayaldee from In-process research and development to Intangible assets, net in our Consolidated Balance Sheets upon the FDA’s approval of Rayaldee in June 2016. The assets are being amortized on a straight-line basis over their estimated useful life of approximately 12 years. We amortize intangible assets with definite lives on a straight-line basis over their estimated useful lives, ranging from 3 to 20 years. We use the straight-line method of amortization as there is no reliably determinable pattern in which the economic benefits of our intangible assets are consumed or otherwise used up. Amortization expense was $84.7 million , $64.4 million and $28.0 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. Amortization expense from operations for our intangible assets is expected to be $66.9 million, $64.2 million, $58.2 million, $52.2 million and $51.9 million for the years ended December 31, 2018 , 2019 , 2020 , 2021 and 2022 , respectively. Fair value measurements . The carrying amounts of our cash and cash equivalents, accounts receivable, accounts payable and short-term debt approximate their fair value due to the short-term maturities of these instruments. Investments that are considered available for sale as of December 31, 2017 and 2016 are carried at fair value. Our debt under the credit agreement with JPMorgan Chase Bank, N.A. approximates fair value due to the variable rate of interest. In evaluating the fair value information, considerable judgment is required to interpret the market data used to develop the estimates. The use of different market assumptions and/or different valuation techniques may have a material effect on the estimated fair value amounts. Accordingly, the estimates of fair value presented herein may not be indicative of the amounts that could be realized in a current market exchange. Refer to Note 17. Contingent consideration . Each period we revalue the contingent consideration obligations associated with certain prior acquisitions to their fair value and record increases in the fair value as contingent consideration expense and decreases in the fair value as a reduction in contingent consideration expense. Changes in contingent consideration result from changes in the assumptions regarding probabilities of successful achievement of related milestones, the estimated timing in which the milestones are achieved and the discount rate used to estimate the fair value of the liability. Contingent consideration may change significantly as our development programs progress, revenue estimates evolve and additional data is obtained, impacting our assumptions. The assumptions used in estimating fair value require significant judgment. The use of different assumptions and judgments could result in a materially different estimate of fair value which may have a material impact on our results from operations and financial position. Derivative financial instruments. We record derivative financial instruments on our Consolidated Balance Sheet at their fair value and recognize the changes in the fair value in our Consolidated Statement of Operations when they occur, the only exception being derivatives that qualify as hedges. For the derivative instrument to qualify as a hedge, we are required to meet strict hedge effectiveness and contemporaneous documentation requirements at the initiation of the hedge and assess the hedge effectiveness on an ongoing basis over the life of the hedge. At December 31, 2017 and 2016 , our foreign currency forward contracts held to economically hedge inventory purchases did not meet the documentation requirements to be designated as hedges. Accordingly, we recognize all changes in the fair values of our derivatives instruments, net, in our Consolidated Statement of Operations. Refer to Note 18. Property, plant and equipment. Property, plant and equipment are recorded at cost. Depreciation is provided using the straight-line method over the estimated useful lives of the assets and includes amortization expense for assets capitalized under capital leases. The estimated useful lives by asset class are as follows: software - 3 years , machinery, medical and other equipment - 5 - 8 years , furniture and fixtures - 5 - 12 years , leasehold improvements - the lesser of their useful life or the lease term, buildings and improvements - 10 - 40 years , automobiles - 3 - 5 years . Expenditures for repairs and maintenance are charged to expense as incurred. Depreciation expense was $30.6 million , $33.3 million and $14.2 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. Assets held under capital leases are included within Property, plant and equipment, net in our Consolidated Balance Sheets and are amortized over the shorter of their useful lives or the expected term of their related leases. Impairment of long-lived assets. Long-lived assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, then an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. Income taxes. Income taxes are accounted for under the asset-and-liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and the respective tax bases and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. On December 22, 2017, the 2017 Tax Cuts and Jobs Act (the “Tax Act”) was enacted into law and the new legislation contains several key tax provisions, including a reduction of the corporate income tax rate from 35% to 21% effective January 1, 2018, and a one-time mandatory transition tax on accumulated foreign earnings, among others. The Tax Act required us to remeasure our U.S. deferred tax assets and liabilities and recognize the effect in the period of enactment, which resulted in an income tax charge of $31.8 million for the year ended December 31, 2017, with an equal offset to valuation allowance. We are required to recognize the effect of the tax law changes in the period of enactment, such as remeasuring our U.S. deferred tax assets and liabilities, as well as reassessing the net realizability of our deferred tax assets and liabilities. In December 2017, the SEC staff issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (SAB 118), which allows us to record provisional amounts during a measurement period not to extend beyond one year of the enactment date. Since the Tax Act was passed late in the fourth quarter of 2017, and ongoing guidance and accounting interpretation are expected over the next 12 months, our accounting of deferred tax re-measurements, the transition tax, and other items are provisional and may materially change due to the forthcoming guidance and our ongoing analysis of final year-end data and tax positions. We expect to complete our analysis within the measurement period in accordance with SAB 118. We anticipate future impacts at a U.S. state and local tax level related to the Tax Act; however, statutory and interpretive guidance is not available from applicable state and local tax authorities to reasonably estimate the impact. Consequently, for those jurisdictions, we have not recorded provisional amounts and have continued to apply ASC 740 based on the provisions of the tax laws that were in effect immediately prior to Tax Act enactment. We operate in various countries and tax jurisdictions globally. For the year ended December 31, 2017, the tax rate differed from the U.S. federal statutory rate of 35% primarily due to the relative mix in earnings and losses in the U.S. versus foreign tax jurisdictions, the establishment of a valuation allowance in the U.S. and operating results in tax jurisdictions which do not result in a tax benefit. Included in Other long-term liabilities is an accrual of $2.5 million related to uncertain tax positions involving income recognition. We recognize that local tax law is inherently complex and the local taxing authorities may not agree with certain tax positions taken. Consequently, it is reasonably possible that the ultimate resolution of tax matters in any jurisdiction may be significantly more or less than estimated. We evaluated the estimated tax exposure for a range of current likely outcomes to be from $0 to approximately $50.0 million and recorded our accrual to reflect our best expectation of ultimate resolution. Revenue recognition . Revenue for laboratory services is recognized at the time test results are reported, which approximates when services are provided. Services are provided to patients covered by various third party payor programs including various managed care organizations, as well as the Medicare and Medicaid programs. For the year ended December 31, 2017 , approximately 31% of our revenues from services were derived directly from the Medicare and Medicaid programs. Billings for services under third-party payer programs are included in revenue net of allowances for contractual discounts and allowances for differences between the amounts billed and estimated program payment amounts. The complexities and ambiguities of billing, reimbursement regulations and claims processing, as well as issues unique to Medicare and Medicaid programs, require us to estimate the potential for retroactive adjustments in the recognition of revenue in the period the related services are rendered. Adjustments to the estimated collection amounts are recorded upon settlement as an adjustment to revenue. We recognize revenue from product sales when persuasive evidence of an arrangement exists, delivery has occurred, collectability is reasonably assured, and the price to the buyer is fixed or determinable, which is generally when goods are shipped and title and risk of loss transfer to our customers. Our estimates for sales returns and allowances are based upon the historical patterns of product returns and allowances taken, matched against the sales from which they originated, and our evaluation of specific factors that may increase or decrease the risk of product returns. Product revenues are recorded net of estimated rebates, chargebacks, discounts, co-pay assistance and other deductions (collectively, “Sales Deductions”) as well as estimated product returns. Allowances are recorded as a reduction of revenue at the time product revenues are recognized. We launched Rayaldee in the U.S. through our dedicated renal sales force in November 2016. Rayaldee is distributed in the U.S. principally through the retail pharmacy channel, which initiates with the largest wholesalers in the U.S. (collectively, “ Rayaldee Customers”). In addition to distribution agreements with Rayaldee Customers, we have entered into arrangements with many healthcare providers and payers that provide for government-mandated and/or privately-negotiated rebates, chargebacks and discounts with respect to the purchase of Rayaldee . As of December 31, 2017 , allowances for Sales Deductions and product returns related to sales of Rayaldee are known or estimable utilizing historical information and market research projections. As a result, we recognize revenue for shipments of Rayaldee at the time of delivery to Rayaldee Customers. For the year ended December 31, 2017 , we recognized $9.1 million in net product revenue from sales of Rayaldee , including amounts previously deferred. No revenue was recognized from sales of Rayaldee for the year ended December 31, 2016 as we lacked the experiential data which would allow us to estimate Sales Deductions and product returns. The related deferred revenue balance as of December 31, 2016 was $1.6 million . The following table presents an analysis of product sales allowances and accruals for the year ended December 31, 2017 : (In thousands) Chargebacks, discounts, rebates and fees Governmental Returns Total Balance at December 31, 2016 $ — $ — $ — $ — Provision related to current period sales 1,591 1,332 490 3,413 Credits or payments made (1,358 ) (984 ) (53 ) (2,395 ) Balance at December 31, 2017 $ 233 $ 348 $ 437 $ 1,018 Total gross Rayaldee sales $ 12,482 Provision for Rayaldee sales allowances and accruals as a percentage of gross Rayaldee sales 27 % Revenue from transfer of intellectual property includes revenue related to the sale, license or transfer of intellectual property such as upfront license payments, license fees, milestone and royalty payments received through our license, and collaboration and commercialization agreements. We analyze our multiple-element arrangements to determine whether the elements can be separated and accounted for individually as separate units of accounting. Non-refundable license fees for the out-license of our technology are recognized depending on the provisions of each agreement. We recognize non-refundable upfront license payments as revenue upon receipt if the license has standalone value and qualifies for treatment as a separate unit of accounting under multiple-element arrangement guidance. License fees with ongoing involvement or performance obligations that do not have standalone value are recorded as deferred revenue, included in Accrued expenses or Other long-term liabilities, when received and generally are recognized ratably over the period of such performance obligations only after both the license period has commenced and we have delivered the technology. The assessment of our obligations and related performance periods requires significant management judgment. If an agreement contains research and development obligations, the relevant time period for the research and development phase is based on management estimates and could vary depending on the outcome of clinical trials and the regulatory approval process. Such changes could materially impact the revenue recognized, and as a result, management reviews the estimates related to the relevant time period of research and development on a periodic basis. For the years ended December 31, 2017 , 2016 and 2015 we recorded $70.7 million , $126.1 million and $81.9 million of revenue from the transfer of intellectual property, respectively. For the year ended December 31, 2017 , revenue from the transfer of intellectual property included $57.8 million related to the Pfizer Transaction and $10.0 million related to a milestone payment that TESARO, Inc. (“TESARO”) paid us under our license agreement with them. Refer to Note 14. For the year ended December 31, 2016 , revenue from the transfer of intellectual property included $50.0 million related to the VFMCRP Agreement and $70.6 million related to the Pfizer Transaction. For the year ended December 31, 2015, revenue from the transfer of intellectual property included $15.0 million related to a milestone payment that TESARO paid us under our license agreement with them and $65.5 million related to the Pfizer Transaction. Revenue from milestone payments related to arrangements under which we have continuing performance obligations are recognized as Revenue from transfer of intellectual property upon achievement of the milestone only if all of the following conditions are met: the milestone payments are non-refundable; there was substantive uncertainty at the date of entering into the arrangement that the milestone would be achieved; the milestone payment is commensurate with either our performance to achieve the milestone or the enhancement of the value of the delivered item by us; the milestone relates solely to past performance; and the amount of the milestone payment is reasonable in relation to the effort expended or the risk associated with the achievement of the milestone. If any of these conditions are not met, the milestone payments are not considered to be substantive and are, therefore, deferred and recognized as Revenue from transfer of intellectual property over the term of the arrangement as we complete our performance obligations. Total deferred revenue included in Accrued expenses and Other long-term liabilities was $105.2 million and $162.4 million at December 31, 2017 and 2016 , respectively. The deferred revenue balance at December 31, 2017 and 2016 relates primarily to the Pfizer Transaction. Refer to Note 14. Concentration of credit risk and allowance for doubtful accounts . Financial instruments that potentially subject us to concentrations of credit risk consist primarily of accounts receivable. Substantially all of our accounts receivable are with either companies in the health care industry or patients. However, credit risk is limited due to the number of our clients as well as their dispersion across many different geographic regions. While we have receivables due from federal and state governmental agencies, we do not believe that such receivables represent a credit risk since the related healthcare programs are funded by federal and state governments, and payment is primarily dependent upon submitting appropriate documentation. At December 31, 2017 and 2016 , receivable balances (net of contractual adjustments) from Medicare and Medicaid in total were 16% and 23% , respectively, of our consolidated Accounts receivable, net. The portion of our accounts receivable due from individual patients comprises the largest portion of credit risk. At December 31, 2017 and 2016 , receivables due from patients represent approximately 3.2% and 4.1% , respectively, of our consolidated Accounts receivable, net. We assess the collectability of accounts receivable balances by considering factors such as historical collection experience, customer credit worthiness, the age of accounts receivable balances, regulatory changes and current economic conditions and trends that may affect a customer’s ability to pay. Actual results could differ from those estimates. Our reported net income (loss) is directly affected by our estimate of the collectability of accounts receivable. The allowance for doubtful accounts was $66.4 million and $36.3 million at December 31, 2017 and 2016 , respectively. The provision for bad debts for the years ended December 31, 2017 and 2016 was $107.3 million and $83.5 million , respectively. Equity-based compensation. We measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. That cost is recognized in the Consolidated Statement of Operations over the period during which an employee is required to provide service in exchange for the award. We record excess tax benefits, realized from the exercise of stock options, as cash flows from operations. Equity-based compensation arrangements to non-employees are recorded at their fair value on the measurement date. The measurement of equity-based compensation to non-employees is subject to periodic adjustment as the underlying equity instruments vest. During the years ended December 31, 2017 , 2016 and 2015, we recorded $28.3 million , $42.7 million and $26.1 million , respectively, of equity-based compensation expense. Research and development expenses. Research and development expenses include external and internal expenses, partially offset by third-party grants and fundings arising from collaboration agreements. External expenses include clinical and non-clinical activities performed by contract research organizations, lab services, purchases of drug and diagnostic product materials and manufacturing development costs. Research and development employee-related expenses include salaries, benefits and equity-based compensation expense. Other internal research and development expenses are incurred to support overall research and development activities and include expenses related to general overhead and facilities. We expense these costs in the period in which they are incurred. We estimate our liabilities for research and development expenses in order to match the recognition of expenses to the period in which the actual services are received. As such, accrued liabilities related to third party research and development activities are recognized based upon our estimate of services received and degree of completion of the services in accordance with the specific third party contract. We record expense for in-process research and development projects acquired in asset acquisitions which have not reached technological feasibility and which have no alternative future use. For in-process research and development projects acquired in business combinations, the in-process research and development project is capitalized and evaluated for impairment until the development process has been completed. Once the development process has been completed the asset will be amortized over its remaining useful life. Segment reporting. Our chief operating decision-maker (“CODM”) is Phillip Frost, M.D., our Chairman and Chief Executive Officer. Our CODM reviews our operating results and operating plans and makes resource allocation decisions on a Company-wide or aggregate basis. We manage our operations in two reportable segments, pharmaceutical and diagnostics. The pharmaceutical segment consists of our pharmaceutical operations we acquired in Chile, Mexico, Ireland, Israel and Spain and our pharmaceutical research and development. The diagnostics segment primarily consists of clinical laboratory operations we acquired through the acquisition of BioReference and point-of-care operations. There are no significant inter-segment sales. We evaluate the performance of each segment based on operating profit or loss. There is no inter-segment allocation of interest expense and income taxes. Refer to Note 16. Shipping and handling costs. We do not charge customers for shipping and handling costs. Shipping and handling costs are classified as Cost of revenues in the Consolidated Statement of Operations. Foreign currency translation . The financial statements of certain of our foreign operations are measured using the local currency as the functional currency. The local currency assets and liabilities are generally translated at the rate of exchange to the United States (“U.S.”) dollar on the balance sheet date and the local currency revenues and expenses are translated at average rates of exchange to the U.S. dollar during the reporting periods. Foreign currency transaction gains (losses) have been reflected as a component of Other income (expense), net within the Consolidated Statement of Operations and foreign currency translation gains (losses) have been included as a component of the Consolidated Statement of Comprehensive Loss. During the years ended December 31, 2017 , 2016 and 2015, we recorded $1.4 million , $0.8 million and $(2.4) million , respectively of transaction gains (losses). Variable interest entities. The consolidation of a variable interest entity (“VIE”) is required when an enterprise has a controlling financial interest. A controlling financial interest in a VIE will have both of the following characteristics: (a) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and (b) the obligation to absorb losses of the VIE that could potentially be significant to the VIE. Refer to Note 4. Investments. We have made strategic investments in development stage and emerging companies. We record these investments as equity method investments or investments available for sale based on our percentage of ownership and whether we have significant influence over the operations of the investees. Investments for which it is not practical to estimate fair value and which we do not have significant influence are accounted for as cost method investments. For investments classified under the equity method of accounting, we record our proportionate share of their losses in Losses from investments in investees in our Consolidated Statement of Operations. Refer to Note 4. For investments classified as available for sale, we record changes in their fair value as unrealized gain or loss in Other comprehensive income (loss) based on their closing price per share at the end of each reporting period. Refer to Note 4. Recent accounting pronouncements . In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers.” ASU 2014-09, as amended, clarifies the principles for recognizing revenue and develops a common revenue standard for GAAP that removes inconsistencies and weaknesses in revenue requirements, provides a more robust framework for addressing revenue issues, improves comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets, provides more useful information to users of financial statements through improved disclosure requirements and simplifies the preparation of financial statements by reducing the number of requirements to which an entity must refer. ASU 2014-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. Companies can choose to apply the ASU using either the full retrospective approach or a modified retrospective approach. We plan to adopt the ASU in the first quarter of 2018 using the full retrospective approach. We continue to assess the impact of this ASU on our financial condition, results of operations, cash flows and disclosures. Our analysis includes reviewing current accounting policies and practices to identify potential differences that would result from applying the requirements under this new standard. We have reviewed certain contracts with its customers that we believe are representative of our revenue streams and continue to review additional contracts across our global business units. ASU 2014-09 requires increased disclosure which in turn is expected to require certain new processes. The determination of the impact of adoption of ASU 2014-09 on our financial condition, results of operations, cash flows and disclosures is ongoing, and, as such, we are not able to reasonably estimate the quantitative effect that the adoption of the new standard will have on our financial statements. Based on our preliminary assessment of this ASU, for our diagnostics segment, we generally do not expect any significant changes to the timing of revenue recognition or net income, but there will be a change in the presentation in the Statement of Operations. Under the ASU, the majority of the amounts that were historically classified as provision for bad debts, primarily related to patient responsibility, will be considered an implicit price concession in determining net revenues. Accordingly, we will report uncollectible balances associated with individual patients as a reduction of the transaction price and therefore as a reduction in net revenues when historically these amounts were classified as provision for bad debts within Selling, general and administrative expenses. In July 2015, the FASB issued ASU No. 2015-11, “Inventory (Topic 330): Simplifying the Measurement of Inventory,” which changes the measurement principle for entities that do not measure inventory using the last-in, first-out (“LIFO”) or retail inventory method from the lower of cost or market to lower of cost and ne |
Loss Per Share
Loss Per Share | 12 Months Ended |
Dec. 31, 2017 | |
Earnings Per Share [Abstract] | |
Loss Per Share | Loss Per Share Basic loss per share is computed by dividing our net loss by the weighted average number of shares outstanding during the period. For diluted earnings per share, the dilutive impact of stock options, warrants and, for the years ended December 31, 2016 and 2015, conversion options of the 2033 Senior Notes is determined by applying the “treasury stock” method. For the year ended December 31, 2017 , the 2033 Senior Notes have been considered using the “if converted” method. In the periods in which their effect would be antidilutive, no effect has been given to outstanding options, warrants or the potentially dilutive shares issuable pursuant to the 2033 Senior Notes (defined in Note 6) in the dilutive computation. A total of 6,255,624 , 9,494,999 and 14,269,717 potential shares of Common Stock have been excluded from the calculation of diluted net loss per share for the years ended December 31, 2017 , 2016 and 2015, respectively, because their inclusion would be antidilutive. A full presentation of diluted earnings per share has not been provided because the required adjustments to the numerator and denominator resulted in diluted earnings per share equivalent to basic earnings per share. During the year ended December 31, 2017 , 1,720,649 Common Stock options and Common Stock warrants to purchase shares of our Common Stock were exercised, resulting in the issuance of 1,447,792 shares of Common Stock. Of the 1,720,649 Common Stock options and Common Stock warrants exercised, 272,857 shares of Common Stock were surrendered in lieu of a cash payment via the net exercise feature of the agreements. During the year ended December 31, 2016 , 3,420,697 Common Stock options and Common Stock warrants to purchase shares of our Common Stock were exercised, resulting in the issuance of 3,292,753 shares of Common Stock. Of the 3,420,697 Common Stock options and Common Stock warrants exercised, 127,944 shares of Common Stock were surrendered in lieu of a cash payment via the net exercise feature of the agreements. During the year ended December 31, 2015, 25,686,153 Common Stock options and Common Stock warrants to purchase shares of our Common Stock were exercised, resulting in the issuance of 24,466,106 shares of Common Stock. Of the 25,686,153 Common Stock options and Common Stock warrants exercised, 1,220,047 shares of Common Stock were surrendered in lieu of a cash payment via the net exercise feature of the agreements. |
Acquisitions, Investments, and
Acquisitions, Investments, and Licenses | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Acquisitions, Investments, and Licenses | Acquisitions, Investments and Licenses Transition Therapeutics acquisition In August 2016, we completed the acquisition of Transition Therapeutics, a clinical stage biotechnology company. Holders of Transition Therapeutics common stock received 6,431,899 shares of OPKO Common Stock. The transaction was valued at approximately $58.5 million , based on a closing price per share of our Common Stock of $9.10 as reported by NASDAQ on the closing date. The following table summarizes the final purchase price allocation and the fair value of the net assets acquired and liabilities assumed at the date of acquisition: (In thousands) Transition Therapeutics Current assets Cash and cash equivalents $ 15,878 IPR&D assets 41,000 Goodwill 3,453 Other assets 634 Accounts payable and other liabilities (1,035 ) Deferred tax liability (1,400 ) Total purchase price $ 58,530 Goodwill from the acquisition of Transition Therapeutics principally relates to intangible assets that do not qualify for separate recognition (for instance, Transition Therapeutics’ assembled workforce) and the deferred tax liability generated as a result of the transaction. Goodwill is not tax deductible for income tax purposes and was assigned to the pharmaceutical reporting segment. Our IPR&D assets will not be amortized until the underlying development programs are completed. Upon obtaining regulatory approval, the IPR&D assets are then accounted for as finite-lived intangible assets and amortized on a straight-line basis over its estimated useful life. Investments The following table reflects the accounting method, carrying value and underlying equity in net assets of our unconsolidated investments as of December 31, 2017 : (in thousands) Investment type Investment Carrying Value Underlying Equity in Net Assets Equity method investments $ 23,338 $ 18,210 Variable interest entity, equity method 402 — Available for sale investments 12,461 Cost method investment 1,108 Warrants and options 3,333 Total carrying value of investments $ 40,642 Equity method investments Our equity method investments consist of investments in Pharmsynthez (ownership 9% ), Cocrystal Pharma, Inc. (“COCP”) ( 9% ), Non-Invasive Monitoring Systems, Inc. (“NIMS”) ( 1% ), Neovasc Inc. ( 5% ), VBI Vaccines Inc. (“VBI”) ( 10% ), InCellDx, Inc. ( 29% ), BioCardia, Inc. (“BioCardia”) ( 5% ), and Xenetic Biosciences, Inc. (“Xenetic”) ( 4% ). The total assets, liabilities, and net losses of our equity method investees as of and for the year ended December 31, 2017 were $396.3 million , $201.8 million , and $130.9 million , respectively. We have determined that we and/or our related parties can significantly influence the success of our equity method investments through our board representation and/or voting power. Accordingly, we account for our investment in these entities under the equity method and record our proportionate share of their losses in Loss from investments in investees in our Consolidated Statement of Operations. The aggregate value of our equity method investments based on the quoted market price of their common stock and the number of shares held by us as of December 31, 2017 is $54.8 million . Available for sale investments Our available for sale investments consist of investments in RXi Pharmaceuticals Corporation (“RXi”) (ownership 2% ), ChromaDex Corporation ( 1% ), MabVax Therapeutics Holdings, Inc. (“MabVax”) ( 2% ) and Eloxx Pharmaceuticals, Inc. ( 5% ). We have determined that our ownership, along with that of our related parties, does not provide us with significant influence over the operations of our available for sale investments. Accordingly, we account for our investment in these entities as available for sale, and we record changes in these investments as an unrealized gain or loss in Other comprehensive income (loss) each reporting period. Based on our evaluation of the value of our investment in Xenetic, including Xenetic’s decreasing stock price during the year ended December 31, 2017 , we determined that the decline in fair value of our Xenetic common shares was other-than-temporary and recorded an impairment charge of $0.6 million in Other income (expense), net in our Consolidated Statement of Operations for the year ended December 31, 2017 to write our investment in Xenetic down to its fair value as of December 31, 2017 . Based on our evaluation of the value of our investments in Xenetic, RXi and ARNO, including their decreasing stock price during the year ended December 31, 2016 , we determined that the decline in fair value of our common shares in Xenetic, RXi and ARNO was other-than-temporary and recorded an impairment charge of $4.8 million in Other income (expense), net in our Consolidated Statement of Operations for the year ended December 31, 2016 to write our investments in Xenetic, RXi and ARNO down to their respective fair values as of December 31, 2016 . In December 2017, Eloxx Pharmaceuticals Ltd. and Sevion Therapeutics, Inc. completed their acquisition transaction. The company will be known as Eloxx Pharmaceuticals, Inc. (“Eloxx”) following completion of the transaction. We recorded a $2.5 million gain in connection with the acquisition transaction in Other income (expense), net in our Consolidated Statement of Operations for the year ended December 31, 2017. We account for our investment in Eloxx as an available for sale investment. Sales of investments Gains included in earnings from sale of our investments for the year ended December 31, 2017 , were $1.5 million and were recorded in Other income (expense), net in our Consolidated Statement of Operations. No gains (losses) were recognized during the years ended December 31, 2016 and 2015. The cost of securities sold is based on the specific identification method. Warrants and options In addition to our equity method investments and available for sale investments, we hold options to purchase 0.4 million additional shares of BioCardia, 0.1 million of which are vested as of December 31, 2017 , and 1.0 million , 0.7 million , 0.5 million , 0.2 million and 4.9 million of warrants to purchase additional shares of COCP, InCellDx, Inc., Xenetic, RXi and Neovasc, respectively. We recorded the changes in the fair value of the options and warrants in Fair value changes of derivative instruments, net in our Consolidated Statement of Operations. We also recorded the fair value of the options and warrants in Investments, net in our Consolidated Balance Sheet. See further discussion of the Company’s options and warrants in Note 17 and Note 18. Investments in variable interest entities We have determined that we hold variable interests in Zebra Biologics, Inc. (“Zebra”). We made this determination as a result of our assessment that Zebra does not have sufficient resources to carry out its principal activities without additional financial support. We own 1,260,000 shares of Zebra Series A-2 Preferred Stock and 900,000 shares of Zebra restricted common stock (ownership 29% at December 31, 2017 ). Zebra is a privately held biotechnology company focused on the discovery and development of biosuperior antibody therapeutics and complex drugs. Dr. Richard Lerner, M.D., a member of our Board of Directors, is a founder of Zebra and, along with Dr. Frost, serves as a member of Zebra’s Board of Directors. In order to determine the primary beneficiary of Zebra, we evaluated our investment and our related parties’ investment, as well as our investment combined with the related party group’s investment to identify if we had the power to direct the activities that most significantly impact the economic performance of Zebra. Based on the capital structure, governing documents and overall business operations of Zebra, we determined that, while a VIE, we do not have the power to direct the activities that most significantly impact Zebra’s economic performance and have no obligation to fund expected losses. We did determine, however, that we can significantly influence the success of Zebra through our board representation and voting power. Therefore, we have the ability to exercise significant influence over Zebra’s operations and account for our investment in Zebra under the equity method. Investment in SciVac In June 2012, we acquired a 50% stock ownership in SciVac from FDS Pharma LLP (“FDS”). SciVac was a privately-held Israeli company that produced a third-generation hepatitis B-vaccine. From November 2012 through June 2015, we loaned to SciVac a combined $7.9 million for working capital purposes. We determined that we held variable interests in SciVac based on our assessment that SciVac did not have sufficient resources to carry out its principal activities without financial support. We had also determined we were the primary beneficiary of SciVac through our representation on SciVac’s board of directors. As a result of this conclusion, we consolidated the results of operations and financial position of SciVac through June 2015 and recorded a reduction of equity for the portion of SciVac we do not own. On July 9, 2015, SciVac Therapeutics Inc., formerly Levon Resources Ltd. (“STI”) completed a reverse takeover transaction (the “Arrangement”) pursuant to which STI acquired all of the issued and outstanding securities of SciVac. As a result of this transaction, OPKO’s ownership in STI decreased to 24.5% . Upon completion of the Arrangement, we determined that STI was not a VIE. We also determined that we do not have the power to direct the activities that most significantly impact the economic performance of STI that would require us to consolidate STI. We recorded a $15.9 million gain on the deconsolidation of SciVac in Other income (expense), net in our Consolidated Statement of Operations for the year ended December 31, 2015. The recognized gain was primarily due to the fair value of the retained interest in STI based on Levon’s cash contribution of approximately $21.2 million under the Arrangement. Following the deconsolidation, we account for our investment in STI under the equity method as we have determined that we and/or our related parties can significantly influence STI through our voting power and board representation. STI is considered a related party as a result of our board representation in STI and executive management’s ownership interests in STI. In May 2016, STI completed a merger transaction pursuant to which a wholly-owned subsidiary of STI merged with and into VBI Vaccines Inc. with VBI Vaccines Inc. surviving the merger as a wholly-owned subsidiary of STI, and STI changed its name to VBI Vaccines Inc. (“VBI”) . We recorded a $2.5 million gain in connection with the merger transaction in Other income (expense), net in our Consolidated Statement of Operations for the year ended December 31, 2016. In June 2016, we invested an additional $5.7 million in VBI for 1,362,370 shares of its common stock. We account for our investment in VBI under the equity method as we have determined that we can significantly influence VBI through our board representation. Other We recorded $8.8 million of expense in Selling, general and administrative expenses in our Consolidated Statement of Operations for the year ended December 31, 2017 to write certain Other current assets from our investees down to their estimated fair value. |
Composition of Certain Financia
Composition of Certain Financial Statement Captions | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Composition of Certain Financial Statement Captions | Composition of Certain Financial Statement Captions For the years ended December 31, (In thousands) 2017 2016 Accounts receivable, net Accounts receivable $ 231,940 $ 256,552 Less: allowance for doubtful accounts (66,424 ) (36,268 ) $ 165,516 $ 220,284 Inventories, net Consumable supplies $ 21,546 $ 23,448 Finished products 21,012 16,143 Work in-process 5,873 3,896 Raw materials 7,467 4,686 Less: inventory reserve (6,565 ) (945 ) $ 49,333 $ 47,228 Other current assets and prepaid expenses Other receivables $ 3,398 $ 13,021 Taxes recoverable 18,138 16,187 Prepaid supplies 8,207 6,952 Prepaid insurance 3,532 3,688 Other 3,838 7,508 $ 37,113 $ 47,356 Property, plant and equipment, net: Machinery, medical and other equipment $ 112,961 $ 100,100 Leasehold improvements 34,121 30,122 Furniture and fixtures 11,540 11,247 Automobiles and aircraft 11,137 13,342 Software 12,469 10,990 Building 8,227 5,696 Land 2,552 2,264 Construction in process 39,397 5,848 Less: accumulated depreciation (85,847 ) (56,778 ) $ 146,557 $ 122,831 Intangible assets, net: Customer relationships $ 448,345 $ 443,560 Technologies 340,921 340,397 Trade names 50,553 50,442 Covenants not to compete 16,372 16,348 Licenses 10,305 23,506 Product registrations 10,475 7,641 Other 5,799 5,289 Less: accumulated amortization (198,935 ) (123,207 ) $ 683,835 $ 763,976 Accrued expenses: Deferred revenue $ 46,189 $ 73,434 Employee benefits 50,377 43,792 Taxes payable 4,609 4,430 Contingent consideration 11,750 259 For the years ended December 31, (In thousands) 2017 2016 Clinical trials 12,191 5,935 Capital leases short-term 3,399 3,025 Milestone payment 4,868 4,865 Professional fees 2,355 4,035 Other 79,364 58,180 $ 215,102 $ 197,955 Other long-term liabilities: Deferred revenue $ 58,989 $ 89,016 Line of credit 104,152 38,809 Contingent consideration 29,603 44,817 Capital leases long-term 7,786 7,216 Mortgages and other debts payable 1,567 717 Other 17,857 21,908 $ 219,954 $ 202,483 The following table summarizes the fair values assigned to our major intangible asset classes upon each acquisition: (In thousands) Technologies In-process research and development Customer relationships Product registrations Covenants not to compete Trade names Other Total identified intangible assets Goodwill BioReference $ 100,600 $ — $ 389,800 $ — $ 7,750 $ 47,100 $ — $ 545,250 $ 401,821 CURNA — 10,000 — — — — 290 10,290 4,827 EirGen — 560 34,155 — — — 3,919 38,634 83,373 FineTech 2,700 — 14,200 — 1,500 400 — 18,800 11,623 OPKO Biologics — 590,200 — — — — — 590,200 139,784 OPKO Chile — — 3,945 5,829 — 1,032 — 10,806 5,441 OPKO Diagnostics 44,400 — — — — — — 44,400 17,977 OPKO Health Europe 3,017 1,459 436 2,930 187 349 — 8,378 8,062 OPKO Lab 1,370 — 3,860 — 6,900 1,830 70 14,030 29,629 OPKO Renal — 191,530 — — — — 210 191,740 2,411 Transition Therapeutics — 41,000 — — — — — 41,000 3,453 Weighted average amortization period 8-12 years Indefinite 6-20 years 9 years 5 years 4-5 years 3-10 years Indefinite All of the intangible assets and goodwill acquired relate to our acquisitions of principally OPKO Renal, OPKO Biologics, EirGen and BioReference. We do not anticipate capitalizing the cost of product registration renewals, rather we expect to expense these costs, as incurred. Our goodwill is not tax deductible for income tax purposes in any jurisdiction we operate in. The changes in value of the intangible assets and goodwill during 2017 are primarily due to foreign currency fluctuations between the Chilean Peso, the Euro and the Shekel against the U.S. dollar. For the year ended December 31, 2016 , we reclassified $187.6 million of IPR&D related to Rayaldee from In-process research and development to Intangible assets, net in our Consolidated Balance Sheet upon the FDA’s approval of Rayaldee in June 2016. In addition, we made certain purchase price allocation adjustments related to the BioReference acquisition during the year ended December 31, 2016 . The following table reflects the changes in the allowance for doubtful accounts, provision for inventory reserve and tax valuation allowance accounts: (In thousands) Beginning balance Charged to expense Written-off Charged to other Ending balance 2017 Allowance for doubtful accounts $ (36,268 ) (107,256 ) 77,047 53 $ (66,424 ) Inventory reserve $ (945 ) (5,390 ) (230 ) — $ (6,565 ) Tax valuation allowance $ (55,415 ) (82,358 ) — (4,289 ) $ (142,062 ) 2016 Allowance for doubtful accounts $ (25,168 ) (83,463 ) 68,840 3,523 $ (36,268 ) Inventory reserve $ (1,051 ) (20 ) 296 (170 ) $ (945 ) Tax valuation allowance $ (42,147 ) 7,726 — (20,994 ) $ (55,415 ) The following table summarizes the changes in Goodwill during the years ended December 31, 2017 and 2016 . 2017 2016 (In thousands) Balance at January 1 Purchase Accounting Adj Foreign exchange and other Balance at December 31st Balance at January 1 Purchase accounting adjustments Foreign exchange Balance at December 31 Pharmaceuticals CURNA $ 4,827 $ — $ — $ 4,827 $ 4,827 $ — $ — $ 4,827 EirGen 78,358 — 10,868 89,226 81,139 — (2,781 ) 78,358 FineTech 11,698 — — 11,698 11,698 — — 11,698 OPKO Biologics 139,784 — — 139,784 139,784 — — 139,784 OPKO Chile 4,785 — 418 5,203 4,517 — 268 4,785 OPKO Health Europe 6,936 — 962 7,898 7,191 — (255 ) 6,936 OPKO Renal 2,069 — — 2,069 2,069 — — 2,069 Transition Therapeutics 3,360 — 248 3,608 — 3,453 (93 ) 3,360 Diagnostics BioReference 401,821 — — 401,821 441,158 (39,337 ) — 401,821 OPKO Diagnostics 17,977 — — 17,977 17,977 — — 17,977 OPKO Lab 32,988 — — 32,988 32,988 — — 32,988 $ 704,603 $ — $ 12,496 $ 717,099 $ 743,348 $ (35,884 ) $ (2,861 ) $ 704,603 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Debt In January 2013, we entered into note purchase agreements (the “2033 Senior Notes”) with qualified institutional buyers and accredited investors (collectively, the “Purchasers”) in a private placement in reliance on exemptions from registration under the Securities Act of 1933, as amended (the “Securities Act”). The 2033 Senior Notes were issued on January 30, 2013 . The 2033 Senior Notes, which totaled $175.0 million in original principal amount, bear interest at the rate of 3.0% per year, payable semiannually on February 1 and August 1 of each year. The 2033 Senior Notes will mature on February 1, 2033 , unless earlier repurchased, redeemed or converted. Upon a fundamental change as defined in the Indenture, dated as of January 30, 2013, by and between the Company and Wells Fargo Bank N.A., as trustee, governing the 2033 Senior Notes (the “Indenture”), subject to certain exceptions, the holders may require us to repurchase all or any portion of their 2033 Senior Notes for cash at a repurchase price equal to 100% of the principal amount of the 2033 Senior Notes being repurchased, plus any accrued and unpaid interest to but not including the fundamental change repurchase date. The following table sets forth information related to the 2033 Senior Notes which is included in our Consolidated Balance Sheet as of December 31, 2017 : (In thousands) Embedded conversion option 2033 Senior Notes Discount Debt Issuance Cost Total Balance at December 31, 2016 $ 16,736 $ 31,850 $ (4,612 ) $ (273 ) $ 43,701 Amortization of debt discount and debt issuance costs — — 2,047 148 2,195 Change in fair value of embedded derivative (3,185 ) — — — (3,185 ) Reclassification of embedded derivatives to equity (13,551 ) — — — (13,551 ) Balance at December 31, 2017 $ — $ 31,850 $ (2,565 ) $ (125 ) $ 29,160 The following table sets forth information related to the 2033 Senior Notes which is included in our Consolidated Balance Sheet as of December 31, 2016 : (In thousands) Embedded conversion option 2033 Senior Notes Discount Debt Issuance Cost Total Balance at December 31, 2015 $ 23,737 $ 32,200 $ (6,525 ) $ (426 ) $ 48,986 Amortization of debt discount and debt issuance costs — — 1,913 153 2,066 Change in fair value of embedded derivative (7,001 ) — — — (7,001 ) Conversion — (350 ) — — (350 ) Balance at December 31, 2016 $ 16,736 $ 31,850 $ (4,612 ) $ (273 ) $ 43,701 The 2033 Senior Notes will be convertible at any time on or after November 1, 2032, through the second scheduled trading day immediately preceding the maturity date, at the option of the holders. Additionally, holders may convert their 2033 Senior Notes prior to the close of business on the scheduled trading day immediately preceding November 1, 2032, under the following circumstances: (1) conversion based upon satisfaction of the trading price condition relating to the 2033 Senior Notes; (2) conversion based on the Common Stock price; (3) conversion based upon the occurrence of specified corporate events; or (4) if we call the 2033 Senior Notes for redemption. The 2033 Senior Notes will be convertible into cash, shares of our Common Stock, or a combination of cash and shares of Common Stock, at our election unless we have made an irrevocable election of net share settlement. The initial conversion rate for the 2033 Senior Notes will be 141.48 shares of Common Stock per $1,000 principal amount of 2033 Senior Notes (equivalent to an initial conversion price of approximately $7.07 per share of Common Stock), and will be subject to adjustment upon the occurrence of certain events. In addition, we will, in certain circumstances, increase the conversion rate for holders who convert their 2033 Senior Notes in connection with a make-whole fundamental change (as defined in the Indenture) and holders who convert upon the occurrence of certain specific events prior to February 1, 2017 (other than in connection with a make-whole fundamental change). Holders of the 2033 Senior Notes may require us to repurchase the 2033 Senior Notes for 100% of their principal amount, plus accrued and unpaid interest, on February 1, 2019, February 1, 2023 and February 1, 2028, or following the occurrence of a fundamental change as defined in the indenture governing the 2033 Senior Notes. On or after February 1, 2017 and before February 1, 2019, we may redeem for cash any or all of the 2033 Senior Notes but only if the last reported sale price of our Common Stock exceeds 130% of the applicable conversion price for at least 20 trading days during the 30 consecutive trading day period ending on the trading day immediately prior to the date on which we deliver the redemption notice. The redemption price will equal 100% of the principal amount of the 2033 Senior Notes to be redeemed, plus any accrued and unpaid interest to but not including the redemption date. On or after February 1, 2019, we may redeem for cash any or all of the 2033 Senior Notes at a redemption price of 100% of the principal amount of the 2033 Senior Notes to be redeemed, plus any accrued and unpaid interest up to but not including the redemption date. The terms of the 2033 Senior Notes, include, among others: (i) rights to convert into shares of our Common Stock, including upon a fundamental change; and (ii) a coupon make-whole payment in the event of a conversion by the holders of the 2033 Senior Notes on or after February 1, 2017 but prior to February 1, 2019. We determined that these specific terms were considered to be embedded derivatives. Embedded derivatives are required to be separated from the host contract, the 2033 Senior Notes, and carried at fair value when: (a) the embedded derivative possesses economic characteristics that are not clearly and closely related to the economic characteristics of the host contract; and (b) a separate, stand-alone instrument with the same terms would qualify as a derivative instrument. We concluded that the embedded derivatives within the 2033 Senior Notes meet these criteria for periods prior to February 1, 2017 and, as such, were valued separate and apart from the 2033 Senior Notes and recorded at fair value each reporting period. For accounting and financial reporting purposes, prior to 2017 we combined these embedded derivatives and valued them together as one unit of accounting. On February 1, 2017, certain terms of the embedded derivatives expired pursuant to the original agreement and we determined that the embedded derivatives no longer met the criteria to be separated from the host contract and, as a result, the embedded derivatives are no longer required to be valued separate and apart from the 2033 Senior Notes and are not required to be measured at fair value subsequent to February 1, 2017. The change in derivative income for the period from January 1, 2017 to February 1, 2017 related to the embedded derivatives was $3.2 million and the fair value at that date was $13.6 million . As the embedded derivatives are no longer required to be accounted for separately each period, the embedded derivative fair value of $13.6 million as of February 1, 2017 was reclassified to additional paid in capital. From 2013 to 2016, holders of the 2033 Senior Notes converted 143.2 million in aggregate principal amount into an aggregate of 21,539,873 shares of the Company’s Common Stock. On April 1, 2015, we initially announced that our 2033 Senior Notes were convertible through June 2015 by holders of such notes. This conversion right was triggered because the closing price per share of our Common Stock exceeded $9.19 , or 130% of the initial conversion price of $7.07 , for at least 20 of 30 consecutive trading days during the applicable measurement period. We have elected to satisfy our conversion obligation under the 2033 Senior Notes in shares of our Common Stock. Our 2033 Senior Notes continued to be convertible by holders of such notes for the remainder of 2015, 2016 and the first quarter of 2017. They may become convertible again if one or more of the conversion conditions specified in the Indenture is satisfied during future measurement periods. Pursuant to the Indenture, a holder who elects to convert the 2033 Senior Notes will receive 141.4827 shares of our Common Stock plus such number of additional shares as is applicable on the conversion date per $1,000 principal amount of 2033 Senior Notes based on the early conversion provisions in the Indenture. Through February 1, 2017, we used a binomial lattice model in order to estimate the fair value of the embedded derivative in the 2033 Senior Notes. A binomial lattice model generates two probable outcomes — one up and another down —arising at each point in time, starting from the date of valuation until the maturity date. A lattice model was initially used to determine if the 2033 Senior Notes would be converted, called or held at each decision point. Within the lattice model, the following assumptions are made: (i) the 2033 Senior Notes will be converted early if the conversion value is greater than the holding value; or (ii) the 2033 Senior Notes will be called if the holding value is greater than both (a) the redemption price (as defined in the Indenture) and (b) the conversion value plus the coupon make-whole payment at the time. If the 2033 Senior Notes are called, then the holders will maximize their value by finding the optimal decision between (1) redeeming at the redemption price and (2) converting the 2033 Senior Notes. Using this lattice model, we valued the embedded derivatives using the “with-and-without method,” where the value of the 2033 Senior Notes including the embedded derivatives is defined as the “with,” and the value of the 2033 Senior Notes excluding the embedded derivatives is defined as the “without.” This method estimates the value of the embedded derivatives by looking at the difference in the values between the 2033 Senior Notes with the embedded derivatives and the value of the 2033 Senior Notes without the embedded derivatives. The lattice model requires the following inputs: (i) price of our Common Stock; (ii) Conversion Rate (as defined in the Indenture); (iii) Conversion Price (as defined in the Indenture); (iv) maturity date; (v) risk-free interest rate; (vi) estimated stock volatility; and (vii) estimated credit spread for the Company. The following table sets forth the inputs to the lattice model used to value the embedded derivative: February 1, 2017 December 31, 2016 December 31, 2015 Stock price $8.63 $9.30 $10.05 Conversion Rate 141.4827 141.4827 141.4827 Conversion Price $7.07 $7.07 $7.07 Maturity date February 1, 2033 February 1, 2033 February 1, 2033 Risk-free interest rate 1.22% 1.22% 1.33% Estimated stock volatility 49% 47% 50% Estimated credit spread 761 basis points 765 basis points 1,142 basis points On November 5, 2015, BioReference and certain of its subsidiaries entered into a credit agreement with JPMorgan Chase Bank, N.A. (“CB”), as lender and administrative agent, as amended (the “Credit Agreement”), which replaced BioReference’s prior credit facility. The Credit Agreement provides for a $175.0 million secured revolving credit facility and includes a $20.0 million sub-facility for swingline loans and a $20.0 million sub-facility for the issuance of letters of credit. BioReference may increase the credit facility to up to $275.0 million on a secured basis, subject to the satisfaction of specified conditions. The Credit Agreement matures on November 5, 2020 and is guaranteed by all of BioReference’s domestic subsidiaries. The Credit Agreement is also secured by substantially all assets of BioReference and its domestic subsidiaries, as well as a non-recourse pledge by us of our equity interest in BioReference. Availability under the Credit Agreement is based on a borrowing base comprised of eligible accounts receivables of BioReference and certain of its subsidiaries, as specified therein. As of December 31, 2017 , the total availability under our Credit Agreement with CB was $104.2 million . Principal under the Credit Agreement is due upon maturity on November 5, 2020. At BioReference’s option, borrowings under the Credit Agreement (other than swingline loans) will bear interest at (i) the CB floating rate (defined as the higher of (a) the prime rate and (b) the LIBOR rate (adjusted for statutory reserve requirements for Eurocurrency liabilities) for an interest period of one month plus 2.50% ) plus an applicable margin of 0.35% for the first 12 months and 0.50% thereafter or (ii) the LIBOR rate (adjusted for statutory reserve requirements for Eurocurrency liabilities) plus an applicable margin of 1.35% for the first 12 months and 1.50% thereafter. Swingline loans will bear interest at the CB floating rate plus the applicable margin. The Credit Agreement also calls for other customary fees and charges, including an unused commitment fee of 0.50% of the lending commitments. On March 17, 2017, BioReference and certain of its subsidiaries entered into Amendment No. 3 to Credit Agreement, which amended the Credit Agreement to permit BioReference and its subsidiaries to dividend cash to the Company in the form of an intercompany loan, in an aggregate amount not to exceed $55.0 million . On August 7, 2017, BioReference and certain of its subsidiaries entered into Amendment No. 4 to Credit Agreement, which amended the Credit Agreement to permit BioReference and its subsidiaries to dividend cash to the Company in the form of an additional intercompany loan, in an aggregate amount not to exceed $35.0 million . On November 8, 2017, BioReference and certain of its subsidiaries entered into Amendment No. 5 to Credit Agreement, which amended the Credit Agreement to, among other things, ease certain thresholds that require increased reporting by BioReference and reduce the pro forma availability condition for BioReference to make certain cash dividends to the Company. On December 22, 2017, BioReference and certain of its subsidiaries entered into Amendment No. 6 to Credit Agreement, which amended the Credit Agreement to, among other things, permit BioReference and its subsidiaries to dividend cash to the Company in the form of intercompany loans, in an aggregate amount not to exceed $45.0 million . The other terms of the Credit Agreement remain unchanged. The Credit Agreement contains customary covenants and restrictions, including, without limitation, covenants that require BioReference and its subsidiaries to maintain a minimum fixed charge coverage ratio if availability under the new credit facility falls below a specified amount and to comply with laws and restrictions on the ability of BioReference and its subsidiaries to incur additional indebtedness or to pay dividends and make certain other distributions to the Company, subject to certain exceptions as specified therein. Failure to comply with these covenants would constitute an event of default under the Credit Agreement, notwithstanding the ability of BioReference to meet its debt service obligations. The Credit Agreement also includes various customary remedies for the lenders following an event of default, including the acceleration of repayment of outstanding amounts under the Credit Agreement and execution upon the collateral securing obligations under the Credit Agreement. Substantially all the assets of BioReference and its subsidiaries are restricted from sale, transfer, lease, disposal or distributions to the Company, subject to certain exceptions. BioReference and its subsidiaries net assets as of December 31, 2017 were approximately $0.9 billion , which includes goodwill of $401.8 million and intangible assets of $446.5 million . In addition to the Credit Agreement with CB, we have line of credit agreements with eleven other financial institutions as of December 31, 2017 and ten other financial institutions as of December 31, 2016 in United States, Chile and Spain. These lines of credit are used primarily as a source of working capital for inventory purchases. The following table summarizes the amounts outstanding under the BioReference, Chilean and Spanish lines of credit: (Dollars in thousands) Balance Outstanding Lender Interest rate on borrowings at December 31, 2017 Credit line capacity December 31, December 31, 2016 JP Morgan Chase 3.27% $ 175,000 $ 104,152 $ 38,809 Itau Bank 5.50% 1,810 446 419 Bank of Chile 6.60% 3,800 1,598 1,619 BICE Bank 5.50% 2,500 1,819 1,538 BBVA Bank 5.50% 3,250 1,665 1,063 Security Bank 5.50% 501 501 — Estado Bank 5.50% 3,500 2,111 1,870 Santander Bank 5.50% 4,500 1,988 1,196 Scotiabank 5.00% 1,800 384 789 Corpbanca 5.00% — — 18 Banco Bilbao Vizcaya 2.90% 300 — — Santander Bank 2.67% 359 — — Total $ 197,320 $ 114,664 $ 47,321 At December 31, 2017 and 2016 , the weighted average interest rate on our lines of credit was approximately 4.2% and 4.7% , respectively. At December 31, 2017 and 2016 , we had notes payable and other debt (excluding the 2033 Senior Notes, the Credit Agreement and amounts outstanding under lines of credit) as follows: (In thousands) December 31, December 31, 2016 Current portion of notes payable $ 1,632 $ 3,681 Other long-term liabilities 2,011 2,090 Total $ 3,643 $ 5,771 The notes and other debt mature at various dates ranging from 2017 through 2024 bearing variable interest rates from 1.8% up to 6.3% . The weighted average interest rate on the notes and other debt at December 31, 2017 and 2016 , was 3.0% and 3.2% , respectively. The notes are secured by our office space in Barcelona. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders’ Equity Our authorized capital stock consists of 750,000,000 shares of Common Stock, par value $0.01 per share, and 10,000,000 shares of Preferred Stock, par value $0.01 per share. Common Stock Subject to the rights of the holders of any shares of Preferred Stock currently outstanding or which may be issued in the future, the holders of the Common Stock are entitled to receive dividends from our funds legally available when, as and if declared by our Board of Directors, and are entitled to share ratably in all of our assets available for distribution to holders of Common Stock upon the liquidation, dissolution or winding-up of our affairs subject to the liquidation preference, if any, of any then outstanding shares of Preferred Stock. Holders of our Common Stock do not have any preemptive, subscription, redemption or conversion rights. Holders of our Common Stock are entitled to one vote per share on all matters which they are entitled to vote upon at meetings of stockholders or upon actions taken by written consent pursuant to Delaware corporate law. The holders of our Common Stock do not have cumulative voting rights, which means that the holders of a plurality of the outstanding shares can elect all of our directors. All of the shares of our Common Stock currently issued and outstanding are fully-paid and nonassessable. No dividends have been paid to holders of our Common Stock since our incorporation, and no cash dividends are anticipated to be declared or paid on our Common Stock in the reasonably foreseeable future. In addition to our equity-based compensation plans, we have issued warrants to purchase our Common Stock. Refer to Note 9 for additional information on our share-based compensation plans. The table below provides additional information for warrants outstanding as of December 31, 2017 . Number of warrants Weighted average exercise price Expiration date Outstanding at December 31, 2016 639,598 $ 0.86 Various from Exercised (416,295 ) 0.86 Expired (223,303 ) 0.86 Outstanding and Exercisable at December 31, 2017 — $ — Of the 416,295 Common Stock warrants exercised, 6,895 shares were surrendered in lieu of a cash payment via the net exercise feature of the warrant agreements. Preferred Stock Under our certificate of incorporation, our Board of Directors has the authority, without further action by stockholders, to designate up to 10 million shares of Preferred Stock in one or more series and to fix or alter, from time to time, the designations, powers and rights of each series of Preferred Stock and the qualifications, limitations or restrictions of any series of Preferred Stock, including dividend rights, dividend rate, conversion rights, voting rights, rights and terms of redemption (including sinking fund provisions), redemption price or prices, and the liquidation preference of any wholly issued series of Preferred Stock, any or all of which may be greater than the rights of the Common Stock, and to establish the number of shares constituting any such series. Of the authorized Preferred Stock, 4,000,000 shares, 500,000 shares and 2,000,000 shares were designated Series A Preferred Stock, Series C Preferred Stock and Series D Preferred Stock, respectively. As of December 31, 2017 and 2016, there were no shares of Series A Preferred Stock, Series C Preferred Stock or Series D Preferred Stock issued or outstanding. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) For the year ended December 31, 2017 , changes in Accumulated other comprehensive income (loss), net of tax, were as follows: (In thousands) Foreign Unrealized gain (loss) in Accumulated OCI Total Balance at December 31, 2016 $ (28,128 ) $ 1,119 $ (27,009 ) Other comprehensive income (loss) before reclassifications 22,724 3,790 26,514 Reclassification adjustments for losses included in net loss, net of tax — (33 ) (33 ) Net other comprehensive income (loss) 22,724 3,757 26,481 Balance at December 31, 2017 $ (5,404 ) $ 4,876 $ (528 ) Amounts reclassified from Accumulated other comprehensive income (loss) for the year ended December 31, 2017 includes an other-than-temporary impairment charge on our investment in Xenetic as discussed in Note 4. Amounts reclassified for our available for sale investments were based on the specific identification method. For the year ended December 31, 2016 , changes in Accumulated other comprehensive income, net of tax, were as follows: (In thousands) Foreign Unrealized Total Balance at December 31, 2015 $ (23,174 ) $ 637 $ (22,537 ) Other comprehensive income (loss) before reclassifications (4,954 ) (3,811 ) (8,765 ) Reclassification adjustments for losses included in net loss, net of tax — 4,293 4,293 Net other comprehensive income (loss) (4,954 ) 482 (4,472 ) Balance at December 31, 2016 $ (28,128 ) $ 1,119 $ (27,009 ) Amounts reclassified from Accumulated other comprehensive income (loss) for the year ended December 31, 2016 includes an other-than-temporary impairment charges on our investments in Xenetic, ARNO and RXi as discussed in Note 4. Amounts reclassified for our available for sale investments were based on the specific identification method. |
Equity-Based Compensation
Equity-Based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Equity-Based Compensation | Equity-Based Compensation We maintain six equity-based incentive compensation plans, the 2016 Equity Incentive Plan, the Acuity Pharmaceuticals, Inc. 2003 Equity Incentive Plan, the 2007 Equity Incentive Plan, the 2000 Stock Option Plan, the Modigene Inc. 2005 Stock Incentive Plan and the Modigene Inc. 2007 Equity Incentive Plan that provide for grants of stock options and restricted stock to our directors, officers, key employees and certain outside consultants. Equity awards granted under our 2016 Equity Incentive Plan are exercisable for a period of up to 10 years from the date of grant. Equity awards granted under our 2007 Equity Incentive Plan are exercisable for a period of either 7 years or 10 years from the date of grant. Equity awards granted under our 2000 Stock Option Plan, 2003 Equity Incentive Plan and the two Modigene Plans are exercisable for a period of up to 10 years from date of grant. Vesting periods range from immediate to 5 years. We classify the cash flows resulting from the tax benefit that arises when the tax deductions exceed the compensation cost recognized for those equity awards (excess tax benefits) as cash flows from operations. There were no excess tax benefits for the years ended December 31, 2017 , 2016 , and 2015 . Equity-based compensation arrangements to non-employees are accounted for at their fair value on the measurement date. The measurement of equity-based compensation to non-employees is subject to periodic adjustment over the vesting period of the equity instruments. Valuation and Expense Information We recorded equity-based compensation expense of $28.3 million , $42.7 million and $26.1 million for the years ended December 31, 2017 , 2016 , and 2015 , respectively, all of which were reflected as operating expenses. Of the $28.3 million of equity based compensation expense recorded in the year ended December 31, 2017 , $21.2 million was recorded as selling, general and administrative expenses, $5.1 million was recorded as research and development expenses and $2.0 million was recorded as a cost of revenue. Of the $42.7 million of equity based compensation expense recorded in the year ended December 31, 2016 , $33.4 million was recorded as selling, general and administrative expense, $7.5 million was recorded as research and development expenses and $1.8 million was recorded as a cost of revenue. Of the $26.1 million of equity based compensation expense recorded in the year ended December 31, 2015 , $17.4 million was recorded as selling, general and administrative expense, $7.9 million was recorded as research and development expenses and 0.8 million was recorded as cost of revenue. We estimate forfeitures of stock options and recognize compensation cost only for those awards expected to vest. Forfeiture rates are determined for all employees and non-employee directors based on historical experience and our estimate of future vesting. Estimated forfeiture rates are adjusted from time to time based on actual forfeiture experience. As of December 31, 2017 , there was $40.4 million of unrecognized compensation cost related to the stock options granted under our equity-based incentive compensation plans. Such cost is expected to be recognized over a weighted-average period of approximately 3.0 years . Stock Options We estimate the fair value of each stock option on the date of grant using the Black-Scholes-Merton Model option-pricing formula and amortize the fair value to expense over the stock option’s vesting period using the straight-line attribution approach for employees and non-employee directors, and for awards issued to non-employees we recognize compensation expense on a graded basis, with most of the compensation expense being recorded during the initial periods of vesting. We apply the following assumptions in our Black-Scholes-Merton Model option-pricing formula: Year Ended December 31, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 Expected term (in years) 3.0 - 10.0 1.0 - 10.0 1.0 - 10.0 Risk-free interest rate 1.32% - 2.41% 0.71% - 2.51% 0.26% - 2.42% Expected volatility 38% - 55% 38% - 64% 32% - 64% Expected dividend yield 0% 0% 0% Expected Term: For the expected term of options granted to employees and non-employee directors, we used an estimate of the expected option life based on historical experience. The expected term of stock options issued to non-employee consultants is the remaining contractual life of the options issued. Risk-Free Interest Rate: The risk-free interest rate is based on the rates paid on securities issued by the U.S. Treasury with a term approximating the expected life of the option. Expected Volatility: The expected volatility for stock options was based on the historical volatility of our Common Stock. Expected Dividend Yield: We do not intend to pay dividends on Common Stock for the foreseeable future. Accordingly, we used a dividend yield of zero in the assumptions. We maintain incentive stock plans that provide for the grants of stock options to our directors, officers, employees and non-employee consultants. As of December 31, 2017 , there were 28,901,409 shares of Common Stock reserved for issuance under our 2016 Equity Incentive Plan and our 2007 Equity Incentive Plan. We intend to issue new shares upon the exercise of stock options. Stock options granted under these plans have been granted at an option price equal to the closing market value of the stock on the date of the grant. Stock options granted under these plans to employees typically become exercisable over four years in equal annual installments after the date of grant, and stock options granted to non-employee directors become exercisable in full one -year after the grant date, subject to, in each case, continuous service with us during the applicable vesting period. We assumed stock options to grant Common Stock as part of the mergers with Acuity Pharmaceuticals, Inc., Froptix, Inc., OPKO Biologics and BioReference, which reflected various vesting schedules, including monthly vesting to employees and non-employee consultants. A summary of option activity under our stock option plans as of December 31, 2017 , and the changes during the year is presented below: Options Number of options Weighted average exercise price Weighted average remaining contractual term (years) Aggregate intrinsic value (in thousands) Outstanding at December 31, 2016 34,640,514 $ 10.18 6.79 $ 32,984 Granted 2,131,500 $ 7.50 Exercised (1,298,704 ) $ 3.01 Forfeited (2,735,813 ) $ 11.75 Expired (1,438,112 ) $ 11.84 Outstanding at December 31, 2017 31,299,385 $ 10.08 6.37 $ 1,886 Vested and expected to vest at December 31, 2017 29,484,888 $ 10.04 6.27 $ 1,886 Exercisable at December 31, 2017 18,697,466 $ 9.59 5.26 $ 1,886 The total intrinsic value of stock options exercised for the years ended December 31, 2017 , 2016 , and 2015 was $6.4 million , $9.9 million and $69.9 million , respectively. The weighted average grant date fair value of stock options granted for the years ended December 31, 2017 , 2016 , and 2015 was $4.50 , $4.78 , and $5.00 , respectively. The total fair value of stock options vested during the years ended December 31, 2017 , 2016 , and 2015 was $34 million , $30.2 million and $13.3 million , respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes We operate and are required to file tax returns in the U.S. and various foreign jurisdictions. The benefit (provision) for incomes taxes consists of the following: For the years ended December 31, (In thousands) 2017 2016 2015 Current Federal $ 2,398 $ — $ 430 State (1,737 ) (2,931 ) (2,157 ) Foreign (3,424 ) (2,438 ) (8,134 ) (2,763 ) (5,369 ) (9,861 ) Deferred Federal (10,759 ) 25,739 109,286 State (2,738 ) 10,657 12,327 Foreign (2,595 ) 25,088 1,923 (16,092 ) 61,484 123,536 Total, net $ (18,855 ) $ 56,115 $ 113,675 Deferred income tax assets and liabilities as of December 31, 2017 and 2016 are comprised of the following: (In thousands) December 31, 2017 December 31, 2016 Deferred income tax assets: Federal net operating loss $ 79,356 $ 76,792 State net operating loss 46,571 36,285 Foreign net operating loss 35,710 32,895 Research and development expense 4,038 3,246 Tax credits 20,040 20,894 Stock options 28,830 36,485 Accruals 5,719 8,306 Equity investments 8,454 7,011 Bad debts 20,302 14,283 Lease liability 2,205 3,233 Foreign credits 11,113 10,253 Available for sale securities 2,406 4,792 Other 17,448 7,795 Deferred income tax assets 282,192 262,270 Deferred income tax liabilities: Intangible assets (280,962 ) (354,043 ) Fixed assets (5,572 ) (13,710 ) Other (2,325 ) (2,121 ) Deferred income tax liabilities (288,859 ) (369,874 ) Net deferred income tax liabilities (6,667 ) (107,604 ) Valuation allowance (142,062 ) (55,415 ) Net deferred income tax liabilities $ (148,729 ) $ (163,019 ) As of December 31, 2017 , we have federal, state and foreign net operating loss carryforwards of approximately $488.7 million , $602.9 million and $146.9 million , respectively, that expire at various dates through 2037. Included in the foreign net operating losses is $95.8 million related to OPKO Biologics. As of December 31, 2017 , we have research and development tax credit carryforwards of approximately $20.0 million that expire in varying amounts through 2037. As of each reporting date, management considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets. The Company has evaluated realization of its U.S. and non-U.S. deferred tax assets and has determined that certain deferred tax assets, primarily those generated in 2017, will more likely than not be unrealized. As a result, a valuation allowance of $82.4 million was recorded as of December 31, 2017. Under Section 382 of the Internal Revenue Code of 1986, as amended, certain significant changes in ownership may restrict the future utilization of our income tax loss carryforwards and income tax credit carryforwards in the U.S. The annual limitation is equal to the value of our stock immediately before the ownership change, multiplied by the long-term tax-exempt rate (i.e., the highest of the adjusted federal long-term rates in effect for any month in the three-calendar-month period ending with the calendar month in which the change date occurs). This limitation may be increased under the IRC Section 338 Approach (IRS approved methodology for determining recognized Built-In Gain). As a result, federal net operating losses and tax credits may expire before we are able to fully utilize them. During 2008, we conducted a study to determine the impact of the various ownership changes that occurred during 2007 and 2008. As a result, we have concluded that the annual utilization of our net operating loss carryforwards (“NOLs”) and tax credits is subject to a limitation pursuant to Internal Revenue Code Section 382. Under the tax law, such NOLs and tax credits are subject to expiration from 15 to 20 years after they were generated. As a result of the annual limitation that may be imposed on such tax attributes and the statutory expiration period, some of these tax attributes may expire prior to our being able to use them. There is no current impact on these financial statements as a result of the annual limitation. This study did not conclude whether OPKO’s predecessor, eXegenics, pre-merger NOLs were limited under Section 382. As such, of the $488.7 million of federal net operating loss carryforwards, at least approximately $53.4 million may not be able to be utilized. Tax Cuts and Jobs Act On December 22, 2017, the Tax Act was signed into law making significant changes to the Internal Revenue Code. Changes include, but are not limited to, a federal corporate tax rate decrease from 35% to 21%, effective for tax years beginning January 1, 2018, the transition of U.S. international taxation from a worldwide tax system to a territorial system, and a one-time transition tax on the mandatory deemed repatriation of cumulative foreign earnings. In December 2017, the SEC staff issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (SAB118), which allows us to record provisional amounts during a measurement period not to extend beyond one year of the enactment date. Since the Tax Act was passed late in the fourth quarter of 2017, and ongoing guidance and accounting interpretation are expected over the next 12 months, our accounting of deferred tax re-measurements, the transition tax, and other items are provisional and may materially change due to the forthcoming guidance and our ongoing analysis of final yearend data and tax positions. We expect to complete our analysis within the measurement period in accordance with SAB 118. As a result of changes made by the Tax Cuts and Jobs Act, starting with compensation paid in 2018, Section 162(m) will limit us from deducting compensation, including performance-based compensation, in excess of $1.0 million paid to anyone who, starting in 2018, serves as the Chief Executive Officer or Chief Financial Officer, or who is among the three most highly compensated executive officers for any fiscal year. Because many different factors influence a well-rounded, comprehensive executive compensation program, and as a result of the changes made to Code Section 162(m) by the Tax Cuts and Jobs Act, some of the compensation we provide to our executive officers may not be deductible as a result of Code Section 162(m) if our Committee believes it will contribute to the achievement of our business objectives. We anticipate future impacts at a U.S. state and local tax level related to the Tax Act; however, statutory and interpretive guidance is not available from applicable state and local tax authorities to reasonably estimate the impact. Consequently, we have not recorded provisional amounts and have continued to apply ASC 740 based on the provisions of the tax laws that were in effect immediately prior to Tax Act enactment. The Tax Act affects the tax treatment of foreign earnings and profits (“E&P”) and results in a one-time transition tax on our post-1986 foreign E&P that we previously deferred from U.S. income tax expense. We have provisionally determined that we will not owe any transition tax and we have not provided for additional income taxes on any remaining undistributed foreign E&P not subject to the transition tax, or any outside tax basis differences inherent in our foreign subsidiaries. Uncertain Income Tax Positions We file federal income tax returns in the U.S. and various foreign jurisdictions, as well as with various U.S. states and the Ontario, Quebec and Nova Scotia provinces in Canada. We are subject to routine tax audits in all jurisdictions for which we file tax returns. Tax audits by their very nature are often complex and can require several years to complete. It is reasonably possible that some audits will close within the next twelve months, which we do not believe would result in a material change to our accrued uncertain tax positions. U.S. Federal: Under the tax statute of limitations applicable to the Internal Revenue Code, we are no longer subject to U.S. federal income tax examinations by the Internal Revenue Service for years before 2014. However, because we are carrying forward income tax attributes, such as net operating losses and tax credits from 2014 and earlier tax years, these attributes can still be audited when utilized on returns filed in the future. State: Under the statute of limitations applicable to most state income tax laws, we are no longer subject to state income tax examinations by tax authorities for years before 2014 in states in which we have filed income tax returns. Certain states may take the position that we are subject to income tax in such states even though we have not filed income tax returns in such states and, depending on the varying state income tax statutes and administrative practices, the statute of limitations in such states may extend to years before 2014. Foreign: Under the statute of limitations applicable to our foreign operations, we are generally no longer subject to tax examination for years before 2012 in jurisdictions where we have filed income tax returns. Unrecognized Tax Benefits As of December 31, 2017 , 2016 , and 2015 , the total amount of gross unrecognized tax benefits was approximately $21.3 million , $27.5 million , and $8.6 million , respectively. As of December 31, 2017 , the total gross unrecognized tax benefit of $21.3 million consisted of increases of $0.0 million as a result of current year activity, and decreases of $4.5 million as a result of the lapse of statutes of limitations. As of December 31, 2017 , the total amount of unrecognized tax benefits that, if recognized, would affect our effective income tax rate was $(12.4) million . We account for any applicable interest and penalties on uncertain tax positions as a component of income tax expense and we recognized $0.4 million and $0.1 million of interest expense for the years ended December 31, 2017 and 2016 , respectively. As of December 31, 2016 and 2015 , $6.1 million and $0.7 million of the unrecognized tax benefits, if recognized, would have affected our effective income tax rate. We believe it is reasonably possible that approximately $4.6 million of unrecognized tax benefits may be recognized within the next twelve months. The following summarizes the changes in our gross unrecognized income tax benefits. For the years ended December 31, (In thousands) 2017 2016 2015 Unrecognized tax benefits at beginning of period $ 27,545 $ 8,595 $ 5,890 Gross increases – tax positions in prior period 44 1,443 955 Gross increases – tax positions in current period — 18,472 2,543 Gross decreases – tax positions in prior period (1,724 ) (671 ) (176 ) Lapse of Statute of Limitations (4,518 ) (294 ) (617 ) Unrecognized tax benefits at end of period $ 21,347 $ 27,545 $ 8,595 Other Income Tax Disclosures The significant elements contributing to the difference between the federal statutory tax rate and the effective tax rate are as follows: For the years ended December 31, 2017 2016 2015 Federal statutory rate 35.0 % 35.0 % 35.0 % State income taxes, net of federal benefit 5.1 % 5.2 % 2.8 % Foreign income tax (5.2 )% 1.2 % (7.8 )% Research and development tax credits 0.6 % 5.4 % — % Non-Deductible components of Convertible Debt 0.1 % 2.2 % (9.4 )% Valuation allowance (28.4 )% 9.5 % 61.1 % Rate change effect (10.8 )% 21.2 % — % Non-deductible items (1.9 )% (1.9 )% (0.7 )% Other (1.0 )% (8.7 )% (1.0 )% Total (6.5 )% 69.1 % 80.0 % The following table reconciles our losses before income taxes between U.S. and foreign jurisdictions: For the years ended December 31, (In thousands) 2017 2016 2015 Pre-tax income (loss): U.S. $ (247,938 ) $ (92,175 ) $ (113,612 ) Foreign (42,077 ) 10,977 (30,091 ) Total $ (290,015 ) $ (81,198 ) $ (143,703 ) We intend to indefinitely reinvest the earnings from our foreign subsidiaries, primarily for purposes of continuing significant research and development activities related to intellectual property owned and developed by our foreign subsidiaries. The accumulated earnings are the most significant component of the basis difference which is indefinitely reinvested. Determination of the amount of unrecognized deferred tax liability on these undistributed earnings is not practicable because of the complexities of the hypothetical calculation. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions We hold investments in Zebra (ownership 29% ), Neovasc ( 5% ), ChromaDex Corporation ( 1% ), MabVax ( 2% ), COCP ( 9% ), NIMS 1% and BioCardia ( 5% ). These investments were considered related party transactions as a result of our executive management’s ownership interests and/or board representation in these entities. See further discussion of our investments in Note 4. In December 2017, Sevion and Eloxx completed their acquisition transaction, and the combined company is known as Eloxx Pharmaceuticals, Inc. following completion of the transaction. Subsequent to the acquisition transaction in December 2017, Eloxx Pharmaceuticals, Inc. is not a related party of OPKO. In June 2017, we invested $1.5 million in Eloxx for 99,915 Preferred C Shares and in July 2017, we invested an additional $1.5 million in Sevion for 10,000,000 shares of Sevion common stock. An entity controlled by Dr. Frost also made an investment in Eloxx. Previously, in November 2016, we made a $0.2 million loan to Sevion, and in February 2017, we entered into an agreement with Sevion pursuant to which we delivered $0.3 million cash to Sevion in exchange for a promissory note. The loan and promissory note were converted into 4.1 million shares of Sevion common stock in August 2017. In September 2017, we converted 66,667 shares of Series C Preferred Stock of Sevion into 1,250,006 shares of common stock. The agreements with Sevion were considered related party transactions as a result of our executive management’s ownership interests and board representation in Sevion. Steve Rubin, a member of our Board of Directors and Executive Vice President, serves as a director of Eloxx. In November 2017, we invested an additional $3.0 million in Neovasc for 2,054,794 shares of its common stock, 2,054,794 Series A warrants, 2,054,794 Series B warrants and 822,192 Series C warrants. In July 2017, we invested an additional $0.1 million in MabVax for 152,143 shares of common stock and in May 2017, we invested an additional $0.5 million in MabVax for 285,714 shares of Series G Preferred Stock and 322,820 shares of Series I Preferred Stock. We had also invested an additional $1.0 million in MabVax in August 2016 for 207,900 shares of its common stock and warrants to purchase 415,800 shares of its common stock. In April 2017, we invested an additional $1.0 million in COCP for 4,166,667 shares of its common stock, and in August 2016, we had invested an additional $2.0 million in COCP for 4,878,050 shares of its common stock. In January 2016, we invested an additional $0.3 million in ARNO for 714,285 shares of its common stock, and in August 2016, we had invested an additional $0.3 million in ARNO for 714,285 shares of its common stock and warrants to purchase 357,142 shares of its common stock. In October 2016, we entered into a consulting agreement to provide strategic advisory services to BioCardia. In connection with the consulting agreement, BioCardia granted us 418,977 common stock options, after adjusting for a 1-for-12 reverse stock split in 2017. In December 2016, we purchased 1,602,564 shares of BioCardia, after adjusting for the reverse stock split, from Dr. Frost for $2.5 million . We have also purchased shares of BioCardia in the open market. BioCardia is a related party as a result of our executive management’s ownership interest and board representation in BioCardia and its predecessor, Tiger X Medical, Inc. In October 2016, BioCardia completed its merger with Tiger X Medical, Inc., to which Tiger X Medical, Inc. was the surviving entity and the name of the issuer was changed to BioCardia. In November 2016, we entered into a Pledge Agreement with the Museum of Science, Inc. and the Museum of Science Endowment Fund, Inc. pursuant to which we will contribute an aggregate of $1.0 million over a four-year period for constructing, equipping and the general operation of the Frost Science Museum. Dr. Frost and Mr. Pfenniger serve on the Board of Trustees of the Frost Science Museum and Mr. Pfenniger is the Vice Chairman of the Board of Trustees. We lease office space from Frost Real Estate Holdings, LLC (“Frost Holdings”) in Miami, Florida, where our principal executive offices are located. Effective January 1, 2017, we entered into an amendment to our lease agreement with Frost Holdings. The lease, as amended, is for approximately 29,500 square feet of space. The lease provides for payments of approximately $81 thousand per month in the first year increasing annually to $86 thousand per month in the third year, plus applicable sales tax. The rent is inclusive of operating expenses, property taxes and parking. Our wholly-owned subsidiary, BioReference, purchases and uses certain products acquired from InCellDx, Inc., a company in which we hold a 29% minority interest. We reimburse Dr. Frost for Company-related use by Dr. Frost and our other executives of an airplane owned by a company that is beneficially owned by Dr. Frost. We reimburse Dr. Frost for out-of-pocket operating costs for the use of the airplane by Dr. Frost or Company executives for Company-related business. We do not reimburse Dr. Frost for personal use of the airplane by Dr. Frost or any other executive. For the years ended December 31, 2017 , 2016 , and 2015 , we recognized approximately $361 thousand , $298 thousand , and $595 thousand , respectively, for Company-related travel by Dr. Frost and other OPKO executives. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2017 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans Effective January 1, 2007, the OPKO Health Savings and Retirement Plan (the “Plan”) permits employees to contribute up to 100% of qualified pre-tax annual compensation up to annual statutory limitations. The discretionary company match for employee contributions to the Plan is 100% up to the first 4% of the participant’s earnings contributed to the Plan. Effective January 1, 2017, employees of BioReference and its subsidiaries are eligible for participation in the Plan. Our matching contributions to our plans, including predecessor plans for BioReference, were approximately $8.4 million , $3.5 million and $3.1 million for the years ended December 31, 2017 , 2016 , and 2015 respectively. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies In connection with our acquisitions of CURNA, OPKO Diagnostics and OPKO Renal, we agreed to pay future consideration to the sellers upon the achievement of certain events. As a result, as of December 31, 2017 , we have recorded $41.4 million as contingent consideration, with $11.8 million recorded within Accrued expenses and $29.6 million recorded within Other long-term liabilities in the accompanying Consolidated Balance Sheets. Refer to Note 5. During the year ended December 31, 2016, we satisfied a $25.0 million contingent payment to the former owners of OPKO Renal through the issuance of 2,611,648 shares of our Common Stock. In August 2017, we entered into a Commitment Letter (the “Commitment Letter”) with Veterans Accountable Care Group, LLC (“VACG”) in connection with submission of a bid by its affiliate, the Veterans Accountable Care Organization, LLC (“VACO”) in response to a request for proposal (“RFP”) from the Veterans Health Administration (“VA”) regarding its Community Care Network. If VACO is successful in its bid, we will acquire a fifteen percent ( 15% ) membership interest in VACO. In addition, BioReference, our wholly-owned subsidiary, will provide laboratory services for the Community Care Network, a region which currently includes approximately 2,133,000 veterans in the states of Massachusetts, Maine, New Hampshire, Vermont, New York, Pennsylvania, New Jersey, Rhode Island, Connecticut, Maryland, Virginia, West Virginia, and North Carolina. Pursuant to the Commitment Letter, we committed to provide, or to arrange from a third party lender, a line of credit for VACG in the amount of $50.0 million (the “Facility”). Funds drawn under the Facility would be contributed by VACG to VACO in order to satisfy the financial stability requirement of VACO in connection with its submission of the RFP. VACG would not be permitted to draw down on the Facility unless and until the VHA awards a contract to VACO. The Facility would have a maturity of five ( 5 ) years. Interest on the Facility would be payable at a rate equal to six and one-half percent ( 6.5% ) per annum, payable quarterly in arrears. The Facility is subject to the negotiation of definitive documentation conditions customary for transactions of such type and otherwise acceptable to VACG and the lender under the Facility. We currently anticipate that a decision by the VHA with respect to the RFP will occur during 2018, although there can be no assurance that a decision will be made by such time or that, if favorable, such decision will not be challenged by participants in the RFP process or otherwise. We accrue a liability for legal contingencies when we believe that it is both probable that a liability has been incurred and that we can reasonably estimate the amount of the loss. We review established accruals and adjust them to reflect ongoing negotiations, settlements, rulings, advice of legal counsel and other relevant information. To the extent new information is obtained and our views on the probable outcomes of claims, suits, assessments, investigations or legal proceedings change, changes in our accrued liabilities would be recorded in the period in which such determination is made. For the matters referenced in the paragraph below, the amount of liability is not probable or the amount cannot be reasonably estimated; and, therefore, accruals have not been made. In addition, in accordance with the relevant authoritative guidance, for matters which the likelihood of material loss is at least reasonably possible, we provide disclosure of the possible loss or range of loss; however, if a reasonable estimate cannot be made, we will provide disclosure to that effect. From time to time, we may receive inquiries, document requests, or subpoenas from the Department of Justice, the Office of Inspector General and Office for Civil Rights (“OCR”) of the Department of Health and Human Services, the Centers for Medicare and Medicaid Services, various payors and fiscal intermediaries, and other state and federal regulators regarding investigations, audits and reviews. In addition to the matters discussed in this note, we are currently responding to subpoenas or document requests for various matters relating to our laboratory operations. Some pending or threatened proceedings against us may involve potentially substantial amounts as well as the possibility of civil, criminal, or administrative fines, penalties, or other sanctions, which could be material. Settlements of suits involving the types of issues that we routinely confront may require monetary payments as well as corporate integrity agreements. Additionally, qui tam or “whistleblower” actions initiated under the civil False Claims Act may be pending but placed under seal by the court to comply with the False Claims Act’s requirements for filing such suits. Also, from time to time, we may detect issues of non-compliance with federal healthcare laws pertaining to claims submission and reimbursement practices and/or financial relationships with physicians, among other things. We may avail ourselves of various mechanisms to address these issues, including participation in voluntary disclosure protocols. Participating in voluntary disclosure protocols can have the potential for significant settlement obligations or even enforcement action. The Company generally has cooperated, and intends to continue to cooperate, with appropriate regulatory authorities as and when investigations, audits and inquiries arise. We are a party to other litigation in the ordinary course of business. We do not believe that any such litigation will have a material adverse effect on our business, financial condition, results of operations or cash flows. In April 2017, the Civil Division of the United States Attorney’s Office for the Southern District of New York (the “SDNY”) informed BioReference that it believes that, from 2006 to the present, BioReference had, in violation of the False Claims Act, improperly billed Medicare and TRICARE (both are federal government healthcare programs) for clinical laboratory services provided to hospital inpatient beneficiaries at certain hospitals. BioReference is reviewing and assessing the allegations made by the SDNY, and, at this point, BioReference has not determined whether there is any merit to the SDNY’s claims nor can it determine the extent of any potential liability. While management cannot predict the outcome of these matters at this time, the ultimate outcome could be material to our business, financial condition, results of operations, and cash flows. We expect to continue to incur substantial research and development expenses, including expenses related to the hiring of personnel and additional clinical trials. We expect that selling, general and administrative expenses will also increase as we expand our sales, marketing and administrative staff and add infrastructure, particularly as it relates to the launch of Rayaldee. We do not anticipate that we will generate substantial revenue from the sale of proprietary pharmaceutical products or certain of our diagnostic products for some time and we have generated only limited revenue from our pharmaceutical operations in Chile, Mexico, Israel, Spain, and Ireland, and from sale of the 4Kscore test. If we acquire additional assets or companies, accelerate our product development programs or initiate additional clinical trials, we will need additional funds. If we are not able to secure additional funding when needed, we may have to delay, reduce the scope of, or eliminate one or more of our clinical trials or research and development programs or possible acquisitions. We have employment agreements with certain executives of BioReference which provide for compensation and certain other benefits and for severance payments under certain circumstances. During the years ended December 31, 2017 and 2016, we recognized $5.8 million and $17.9 million , respectively, of severance costs pursuant to these employment agreements as a component of Selling, general and administrative expense. At December 31, 2017 , we were committed to make future purchases for inventory and other items in 2018 that occur in the ordinary course of business under various purchase arrangements with fixed purchase provisions aggregating $82.2 million . |
Strategic Alliances
Strategic Alliances | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Strategic Alliances | Strategic Alliances Japan Tobacco Inc. On October 12, 2017, EirGen, our wholly-owned subsidiary, and Japan Tobacco Inc. (“JT”) entered into a Development and License Agreement (the “JT Agreement”) granting JT the exclusive rights for the development and commercialization of Rayaldee in Japan (the “JT Territory”). The license grant to JT covers the therapeutic and preventative use of the product for (i) SHPT in non-dialysis and dialysis patients with CKD, (ii) rickets, and (iii) osteomalacia (the “Initial Indications”), as well as such additional indications as may be added to the scope of the license subject to the terms of the JT Agreement (the JT Additional Indications” and together with the JT Initial Indications, the “JT Field”). In connection with the license, OPKO received an initial upfront payment of $6 million (“JT Upfront Payment”). OPKO will receive another $6 million upon the initiation of OPKO’s planned phase 2 study for Rayaldee in dialysis patients in the U.S. OPKO is also eligible to receive up to an additional aggregate amount of $31 million upon the achievement of certain regulatory and development milestones by JT for Rayaldee in the JT Territory, and $75 million upon the achievement of certain sales based milestones by JT in the JT Territory. OPKO will also receive tiered, double digit royalty payments at rates ranging from low double digits to mid-teens on net sales of Rayaldee within the JT Territory. JT will, at its sole cost and expense, be responsible for performing all development activities necessary to obtain all regulatory approvals for Rayaldee in Japan and for all commercial activities pertaining to Rayaldee in Japan, except for certain preclinical expenses which OPKO has agreed to reimburse JT up to a capped amount (“Preclinical Expenses”). For revenue recognition purposes, we evaluated the JT Agreement to determine whether there were multiple deliverables in the arrangement. The JT Agreement provides for the following: (1) an exclusive license in the JT Territory in the JT Field for the development and commercialization of Rayaldee ; and (2) upon JT’s request, EirGen will supply products to support the development, sale and commercialization of the products to JT in the JT Territory (the “JT Manufacturing Services”). We determined that the license granted to JT, as well as our obligation to provide additional license materials and development services, will be accounted for as a single unit of account. This determination was made because the additional license materials and development services to be provided by us are essential to the overall arrangement. We concluded the JT Manufacturing Services were a contingent deliverable dependent on the future regulatory and commercial action by JT. We are recognizing the non-refundable $6 million upfront payment, net of the Preclinical Expenses, on a straight-line basis over the performance period as Revenue from transfer of intellectual property in our Consolidated Statement of Operations. The performance period over which the revenue will be recognized is expected to continue from the fourth quarter of 2017 through 2021, when we anticipate completing the various services that are specified in the JT Agreement and our performance obligations are completed. The additional $6 million we will receive upon the initiation of our planned phase 2 study for Rayaldee in dialysis patients in the U.S. will be recognized on a straight-line basis over the remaining performance period when received. Revenues related to the JT Manufacturing Services will be recognized as product is sold to JT. We are also eligible to receive up to $31 million in regulatory and development milestones and $75 million in sales milestones. Payments received for regulatory, development and sales milestones are non-refundable. The milestones are payable if and when the associated milestone is achieved and will be recognized as revenue in the period in which the associated milestone is achieved, assuming all other revenue recognition criteria are met. To date, no revenue has been recognized related to the achievement of the milestones. Vifor Fresenius Medical Care Renal Pharma Ltd We plan to develop a portfolio of product candidates through a combination of internal development and external partnerships. In May 2016, EirGen, our wholly-owned subsidiary, and Vifor Fresenius Medical Care Renal Pharma Ltd (“VFMCRP”), entered into a Development and License Agreement (the “VFMCRP Agreement”) for the development and commercialization of Rayaldee (the “Product”) worldwide, except for (i) the United States, (ii) any country in Central America or South America (excluding Mexico), (iii) Russia, (iv) China, (v) Japan, (vi) Ukraine, (vii) Belorussia, (viii) Azerbaijan, (ix) Kazakhstan, and (x) Taiwan (the “VFMCRP Territory”). The license to VFMCRP potentially covers all therapeutic and prophylactic uses of the Product in human patients (the “VFMCRP Field”), provided that initially the license is for the use of the Product for the treatment or prevention of SHPT related to patients with stage 3 or 4 chronic kidney disease and vitamin D insufficiency/deficiency (the “VFMCRP Initial Indication”). Under the terms of the VFMCRP Agreement, EirGen granted to VFMCRP an exclusive license in the VFMCRP Territory in the VFMCRP Field to use certain EirGen patents and technology to make, have made, use, sell, offer for sale, and import Products and to develop, commercialize, have commercialized, and otherwise exploit the Product. EirGen received a non-refundable and non-creditable initial payment of $50 million . EirGen is also eligible to receive up to an additional $37 million in regulatory milestones (“Regulatory Milestones”) and $195 million in launch and sales-based milestones (“Sales Milestones”), and will receive tiered royalties on sales of the product at percentage rates that range from the mid-teens to the mid-twenties or a minimum royalty, whichever is greater, upon the commencement of sales of the Product within the VFMCRP Territory and in the VFMCRP Field. As part of the arrangement, the companies will share responsibility for the conduct of trials specified within an agreed-upon development plan, with each company leading certain activities within the plan. EirGen will lead the manufacturing activities within and outside the VFMCRP Territory and the commercialization activities outside the VFMCRP Territory and outside the VFMCRP Field in the VFMCRP Territory and VFMCRP will lead the commercialization activities in the VFMCRP Territory and the VFMCRP Field. For the initial development plan, the companies have agreed to certain cost sharing arrangements. VFMCRP will be responsible for all other development costs that VFMCRP considers necessary to develop the Product for the use of the Product for the VFMCRP Initial Indication in the VFMCRP Territory in the VFMCRP Field except as otherwise provided in the VFMCRP Agreement. The VFMCRP Agreement will remain in effect with respect to the Product in each country of the VFMCRP Territory, on a country by country basis, until the date on which VFMCRP shall have no further payment obligations to EirGen under the terms of the VFMCRP Agreement, unless earlier terminated pursuant to the VFMCRP Agreement. VFMCRP’s royalty obligations expire on a country-by-country and product-by-product basis on the later of (i) expiration of the last to expire valid claim covering the Product sold in such country, (ii) expiration of all regulatory and data exclusivity applicable to the Product in the country of sale, and (iii) ten ( 10 ) years after the Product first commercial sale in such country. In addition to termination rights for material breach and bankruptcy, VFMCRP is permitted to terminate the VFMCRP Agreement in its entirety, or with respect to one or more countries in the VFMCRP Territory, after a specified notice period, provided that VFMCRP shall not have the right to terminate the VFMCRP Agreement with respect to certain major countries without terminating the entire VFMCRP Agreement. If the VFMCRP Agreement is terminated by EirGen or VFMCRP, provision has been made for transition of product and product responsibilities to EirGen. In connection with the VFMCRP Agreement, the parties entered into a letter agreement (the “Letter Agreement”) pursuant to which EirGen granted to VFMCRP an exclusive option (the “Option”) to acquire an exclusive license under certain EirGen patents and technology to use, import, offer for sale, sell, distribute and commercialize the Product in the United States solely for the treatment of secondary hyperparathyroidism in dialysis patients with chronic kidney disease and vitamin D insufficiency (the “Dialysis Indication”). Upon exercise of the Option, VFMCRP will reimburse EirGen for all of the development costs incurred by EirGen with respect to the Product for the Dialysis Indication in the United States. VFMCRP would also pay EirGen up to an additional aggregate amount of $555 million upon the achievement of certain milestones and would be obligated to pay royalties at percentage rates that range from the mid-teens to the mid-twenties on sales of the Product in the United States for the Dialysis Indication. The Option is exercisable until the earlier of (i) the date that EirGen submits a new drug application or supplemental new drug application or their then equivalents to the U.S. Food and Drug Administration for the Product for the Dialysis Indication in the United States, (ii) the parties mutually agree to discontinue development of Product for the Dialysis Indication, or (iii) VFMCRP provides notice to OPKO that it has elected not to exercise the Option. OPKO has guaranteed the performance of certain of EirGen’s obligations under the VFMCRP Agreement and the Letter Agreement. For revenue recognition purposes, we evaluated the various agreements with VFMCRP to determine whether there were multiple deliverables in the arrangement. The VFMCRP Agreement provides for the following: (1) an exclusive license in the VFMCRP Territory in the VFMCRP Field to use certain patents and technology to make, have made, use, sell, offer for sale, and import Products and to develop, commercialize, have commercialized, and otherwise exploit the Product; (2) EirGen will supply Products to support the development, sale and commercialization of the Products to VFMCRP in the VFMCRP Territory (the “Manufacturing Services”); and (3) the Option to acquire an exclusive license under certain EirGen patents and technology to use, import, offer for sale, sell, distribute and commercialize the Product in the United States solely for the Dialysis Indication. Based on our evaluation, the exclusive license is the only deliverable at the outset of the arrangement. We concluded the Manufacturing Services were a contingent deliverable dependent on the future regulatory and commercial action by VFMCRP and the Option was substantive and not considered a deliverable under the license arrangement. We recognized the $50.0 million upfront license payment in Revenue from transfer of intellectual property in our Consolidated Statement of Operations for the year ended December 31, 2016. Revenues related to the Manufacturing Services will be recognized as Product is sold to VFMCRP. No revenue related to the Option will be recognized unless and until VFMCRP exercises its Option under the Letter Agreement. We determined that the cost sharing arrangement for development of the Dialysis Indication is not a deliverable in the VFMCRP Agreement. Payments for the Dialysis Indication will be recorded as Research and development expense as incurred. EirGen is also eligible to receive up to an additional $37 million in Regulatory Milestones and $195 million in Sales Milestones. Payments received for Regulatory Milestones and Sales Milestones are non-refundable. The Regulatory Milestones are payable if and when VFMCRP obtains approval from certain regulatory authorities and will be recognized as revenue in the period in which the associated milestone is achieved, assuming all other revenue recognition criteria are met. We account for the Sales Milestones as royalties and Sales Milestones payments which will be recognized as revenue in full in the period in which the associated milestone is achieved, assuming all other revenue recognition criteria are met. To date, no revenue has been recognized related to the achievement of the milestones. Pfizer Inc. In December 2014, we entered into an exclusive worldwide agreement with Pfizer Inc. (“Pfizer”) for the development and commercialization of our long-acting hGH-CTP for the treatment of growth hormone deficiency (“GHD”) in adults and children, as well as for the treatment of growth failure in children born small for gestational age (“SGA”) (the “Pfizer Transaction”). The Pfizer Transaction closed in January 2015 following the termination of the waiting period under the Hart-Scott-Rodino Act. Under the terms of the Pfizer Transaction, we received non-refundable and non-creditable upfront payments of $295.0 million and are eligible to receive up to an additional $275.0 million upon the achievement of certain regulatory milestones. Pfizer received the exclusive license to commercialize hGH-CTP worldwide. In addition, we are eligible to receive initial tiered royalty payments associated with the commercialization of hGH-CTP for Adult GHD with percentage rates ranging from the high teens to mid-twenties. Upon the launch of hGH-CTP for Pediatric GHD in certain major markets, the royalties will transition to regional, tiered gross profit sharing for both hGH-CTP and Pfizer’s Genotropin®. The agreement with Pfizer will remain in effect until the last sale of the licensed product, unless earlier terminated as permitted under the agreement. In addition to termination rights for material breach and bankruptcy, Pfizer is permitted to terminate the Agreement in its entirety, or with respect to one or more world regions, without cause after a specified notice period. If the Agreement is terminated by us for Pfizer’s uncured material breach, or by Pfizer without cause, provision has been made for transition of product and product responsibilities to us for the terminated regions, as well as continued supply of product by Pfizer or transfer of supply to us in order to support the terminated regions. We will lead the clinical activities and will be responsible for funding the development programs for the key indications, which includes Adult and Pediatric GHD and Pediatric SGA. Pfizer will be responsible for all development costs for additional indications as well as all post-marketing studies. In addition, Pfizer will fund the commercialization activities for all indications and lead the manufacturing activities covered by the global development plan. For revenue recognition purposes, we viewed the Pfizer Transaction as a multiple-element arrangement. Multiple-element arrangements are analyzed to determine whether the various performance obligations, or elements, can be separated or whether they must be accounted for as a single unit of accounting. We evaluated whether a delivered element under an arrangement has standalone value and qualifies for treatment as a separate unit of accounting. Deliverables that do not meet these criteria are not evaluated separately for the purpose of revenue recognition. For a single unit of accounting, payments received are recognized in a manner consistent with the final deliverable. We determined that the deliverables under the Pfizer Transaction, including the licenses granted to Pfizer, as well as our obligations to provide various research and development services, will be accounted for as a single unit of account. This determination was made because the ongoing research and development services to be provided by us are essential to the overall arrangement as we have significant knowledge and technical know-how that is important to realizing the value of the licenses granted. The performance period over which the revenue will be recognized is expected to continue from the first quarter of 2015 through 2020, when we anticipate completing the various research and development services that are specified in the Pfizer Transaction and our performance obligations are completed. We will continue to review the timing of when our research and development services will be completed in order to assess that the estimated performance period over which the revenue is to be recognized is appropriate. Any significant changes in the timing of the performance period will result in a change in the revenue recognition period. We increased the expected performance period over which the revenue will be recognized in 2017 by approximately one year. We are recognizing the non-refundable $295.0 million upfront payments on a straight-line basis over the performance period. We recognized $57.8 million of revenue related to the Pfizer Transaction in Revenue from transfer of intellectual property in our Consolidated Statement of Operations during the year ended December 31, 2017 , and had deferred revenue related to the Pfizer Transaction of $101.1 million at December 31, 2017 . As of December 31, 2017 , $44.9 million of deferred revenue related to the Pfizer Transaction was classified in Accrued expenses and $56.2 million was classified in Other long-term liabilities in our Consolidated Balance Sheet. During the year ended December 31, 2017 , we incurred $47.7 million in research and development expenses related to hGH-CTP, respectively. The Pfizer Transaction includes milestone payments of $275.0 million upon the achievement of certain milestones. The milestones range from $20.0 million to $90.0 million each and are based on achievement of regulatory approval in the U.S. and regulatory approval and price approval in other major markets. We evaluated each of these milestone payments and believe that all of the milestones are substantive as (i) there is substantive uncertainty at the close of the Pfizer Transaction that the milestones would be achieved as approval from a regulatory authority must be received to achieve the milestones which would be commensurate with the enhancement of value of the underlying intellectual property, (ii) the milestones relate solely to past performance and (iii) the amount of the milestone is reasonable in relation to the effort expended and the risk associated with the achievement of the milestone. The milestone payments will be recognized as revenue in full in the period in which the associated milestone is achieved, assuming all other revenue recognition criteria are met. To date, no revenue has been recognized related to the achievement of the milestones. In 2015, we made a payment of $25.9 million to the Office of the Chief Scientist of the Israeli Ministry of Economy (“OCS”) in connection with repayment obligations resulting from grants previously made by the OCS to OPKO Biologics to support development of hGH-CTP and the outlicense of the technology outside of Israel. We recognized the $25.9 million payment in Grant repayment expense in our Consolidated Statement of Operations during the year ended December 31, 2015. TESARO In November 2009, we entered into an asset purchase agreement (the “NK-1 Agreement”) under which we acquired VARUBI™ (rolapitant) and other neurokinin-1 (“NK-1”) assets from Merck. In December 2010, we entered into an exclusive license agreement with TESARO, in which we out-licensed the development, manufacture, commercialization and distribution of our lead NK-1 candidate, VARUBI™ (the “TESARO License”). Under the terms of the license, we received a $6.0 million upfront payment from TESARO and we received $30.0 million of milestone payments from TESARO upon achievement of certain regulatory and commercial sale milestones and we are eligible to receive additional commercial milestone payments of up to $85.0 million if specified levels of annual net sales are achieved. During the years ended December 31, 2017, 2016 and 2015 , $10.0 million , $0.0 million and $15.0 million of revenue, respectively, was recognized related to the achievement of the milestones under the TESARO License. TESARO is also obligated to pay us tiered royalties on annual net sales achieved in the United States and Europe at percentage rates that range from the low double digits to the low twenties, and outside of the United States and Europe at low double-digit percentage rates. TESARO assumed responsibility for clinical development and commercialization of licensed products at its expense. Under the NK-1 Agreement, we will continue to receive royalties on a country-by-country and product-by-product basis until the later of the date that all of the patent rights licensed from us and covering VARUBI™ expire, are invalidated or are not enforceable and 12 years from the first commercial sale of the product. If TESARO elects to develop and commercialize VARUBI™ in Japan through a third-party licensee, TESARO will share equally with us all amounts it receives in connection with such activities, subject to certain exceptions and deductions. The term of the license will remain in force until the expiration of the royalty term in each country, unless we terminate the license earlier for TESARO’s material breach of the license or bankruptcy. TESARO has a right to terminate the license at any time during the term for any reason on three months’ written notice. Pharmsynthez In April 2013, we entered into a series of concurrent transactions with Pharmsynthez, a Russian pharmaceutical company traded on the Moscow Stock Exchange pursuant to which we acquired an equity method investment in Pharmsynthez (ownership 9% ). We also granted rights to certain technologies in the Russian Federation, Ukraine, Belarus, Azerbaijan and Kazakhstan (the “Pharmsynthez Territories”) to Pharmsynthez and agreed to perform certain development activities. We will receive from Pharmsynthez royalties on net sales of products incorporating the technologies in the Pharmsynthez Territories, as well as a percentage of any sublicense income from third parties for the technologies in the Pharmsynthez Territories. RXi Pharmaceuticals Corporation In March 2013, we completed the sale to RXi of substantially all of our assets in the field of RNA interference (the “RNAi Assets”) (collectively, the “Asset Purchase Agreement”). Pursuant to the Asset Purchase Agreement, RXi will be required to pay us up to $50.0 million in milestone payments upon the successful development and commercialization of each drug developed by RXi, certain of its affiliates or any of its or their licensees or sublicensees utilizing patents included within the RNAi Assets (each, a “Qualified Drug”). In addition, RXi will also be required to pay us royalties equal to: (a) a mid single-digit percentage of “Net Sales” (as defined in the Asset Purchase Agreement) with respect to each Qualified Drug sold for an ophthalmologic use during the applicable “Royalty Period” (as defined in the Asset Purchase Agreement); and (b) a low single-digit percentage of net sales with respect to each Qualified Drug sold for a non-ophthalmologic use during the applicable Royalty Period. Other We have completed strategic deals with numerous institutions and commercial partners. In connection with these agreements, upon the achievement of certain milestones we are obligated to make certain payments and have royalty obligations upon sales of products developed under the license agreements. At this time, we are unable to estimate the timing and amounts of payments as the obligations are based on future development of the licensed products. |
Leases
Leases | 12 Months Ended |
Dec. 31, 2017 | |
Leases [Abstract] | |
Leases | Leases Operating leases We conduct certain of our operations under operating lease agreements. Rent expense under operating leases was approximately $18.9 million , $18.8 million , and $7.8 million for the years ended December 31, 2017 , 2016 , and 2015 , respectively. As of December 31, 2017 , the aggregate future minimum lease payments under all non-cancelable operating leases with initial or remaining lease terms in excess of one year are as follows: Year Ending (In thousands) 2018 $ 19,059 2019 15,166 2020 9,360 2021 6,079 2022 3,148 Thereafter 3,542 Total minimum operating lease commitments $ 56,354 Capital leases We acquired various assets under capital leases in connection with our acquisition of BioReference in 2015. Capital leases are included within Property, plant and equipment, net in our Consolidated Balance Sheet with imputed interest rates of approximately 2% as follows: Capital leases Year ended December 31, 2017 Automobiles $ 11,137 Less: Accumulated Depreciation (4,366 ) Net capital leases in Property, plant and equipment $ 6,771 As of December 31, 2017 , the aggregate future minimum lease payments under all non-cancelable capital leases with initial or remaining lease terms in excess of one year are as follows: Year Ending (In thousands) 2018 $ 3,521 2019 3,029 2020 2,440 2021 1,586 2022 410 Thereafter 441 Total minimum capital lease commitments 11,427 Less: Amounts representing interest 242 Net capital liability $ 11,185 Current $ 3,399 Long-term $ 7,786 |
Segments
Segments | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Segments | Segments We manage our operations in two reportable segments, pharmaceutical and diagnostics. The pharmaceutical segment consists of our pharmaceutical operations we acquired in Chile, Mexico, Ireland, Israel and Spain and our pharmaceutical research and development. The diagnostics segment primarily consists of our clinical laboratory operations we acquired through the acquisitions of BioReference and OPKO Lab and our point-of-care operations. There are no significant inter-segment sales. We evaluate the performance of each segment based on operating profit or loss. There is no inter-segment allocation of interest expense and income taxes. Information regarding our operations and assets for our operating segments and the unallocated corporate operations as well as geographic information are as follows: For the years ended December 31, (In thousands) 2017 2016 2015 Revenue from services: Pharmaceutical $ — $ — $ — Diagnostics 889,076 1,012,129 329,599 Corporate — — 140 $ 889,076 $ 1,012,129 $ 329,739 Revenue from products: Pharmaceutical $ 107,759 $ 83,467 $ 80,146 Diagnostics — — — Corporate — — — $ 107,759 $ 83,467 $ 80,146 Revenue from transfer of intellectual property: Pharmaceutical $ 70,668 $ 126,065 $ 81,853 Diagnostics — — — Corporate — — — $ 70,668 $ 126,065 $ 81,853 Operating loss: Pharmaceutical $ (87,907 ) $ (9,841 ) $ (40,395 ) Diagnostics (136,540 ) (3,393 ) (10,294 ) Corporate (55,615 ) (60,041 ) (46,512 ) Less: Operating loss attributable to noncontrolling interests — — (1,280 ) $ (280,062 ) $ (73,275 ) $ (98,481 ) Depreciation and amortization: Pharmaceutical $ 27,513 $ 18,254 $ 10,245 Diagnostics 74,442 78,233 31,918 Corporate 138 89 85 $ 102,093 $ 96,576 $ 42,248 Income (loss) from investment in investees: Pharmaceutical $ (12,646 ) $ (7,665 ) $ (7,105 ) Diagnostics (1,825 ) 13 — Corporate — — — $ (14,471 ) $ (7,652 ) $ (7,105 ) Revenues: United States $ 908,971 $ 1,014,389 $ 344,464 Ireland 77,285 137,785 78,989 Chile 44,286 35,364 29,885 Spain 18,285 15,812 16,622 Israel 13,951 15,317 18,107 Mexico 4,605 2,988 3,671 Other 120 6 — $ 1,067,503 $ 1,221,661 $ 491,738 (In thousands) December 31, December 31, Assets: Pharmaceutical $ 1,282,564 $ 1,294,916 Diagnostics 1,241,388 1,408,522 Corporate 60,604 63,181 $ 2,584,556 $ 2,766,619 Goodwill: Pharmaceutical $ 264,313 $ 251,817 Diagnostics 452,786 452,786 Corporate — — $ 717,099 $ 704,603 During the year ended December 31, 2017 , two customers represented more than 10% of our total consolidated revenue. During the year ended December 31, 2016 , no customer represented more than 10% of our total consolidated revenue. During the year ended December 31, 2015, revenue recognized under the Pfizer Transaction represented 13% of our total consolidated revenue. As of December 31, 2017, no customer represented more than 10% of our accounts receivable balance. As of December 31, 2016 , one customer represented more than 10% of our accounts receivable balance. The following table reconciles our Property, plant and equipment, net between U.S. and foreign jurisdictions: (In thousands) December 31, 2017 December 31, 2016 PP&E: U.S. $ 89,114 $ 100,716 Foreign 57,443 22,115 Total $ 146,557 $ 122,831 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements We record fair values at an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement determined based on assumptions that market participants would use in pricing an asset or liability. We utilize a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. A summary of our investments classified as available for sale and carried at fair value, is as follows: As of December 31, 2017 (In thousands) Amortized Cost Gross unrealized gains in Accumulated OCI Gross unrealized losses in Accumulated OCI Fair value Common stock investments, available for sale $ 7,585 $ 5,075 $ (199 ) $ 12,461 As of December 31, 2016 (In thousands) Amortized Cost Gross unrealized gains in Accumulated OCI Gross unrealized losses in Accumulated OCI Fair value Common stock investments, available for sale $ 3,409 $ 1,313 $ (194 ) $ 4,528 Any future fluctuation in fair value related to our available for sale investments that is judged to be temporary, and any recoveries of previous temporary write-downs, will be recorded in Accumulated other comprehensive income (loss). If we determine that any future valuation adjustment was other-than-temporary, we will record a loss during the period such determination is made. As of December 31, 2017 , we have money market funds that qualify as cash equivalents, forward foreign currency exchange contracts for inventory purchases (Refer to Note 18) and contingent consideration related to the acquisitions of CURNA, OPKO Diagnostics and OPKO Renal that are required to be measured at fair value on a recurring basis. In addition, in connection with our investment and our consulting agreement with BioCardia, we record the related BioCardia options at fair value as well as the warrants from COCP, InCellDx, Inc., Xenetic, RXi and Neovasc. Our financial assets and liabilities measured at fair value on a recurring basis are as follows: Fair value measurements as of December 31, 2017 (In thousands) Quoted prices in active markets for identical assets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Total Assets: Money market funds $ 107 $ — $ — $ 107 Common stock investments, available for sale 12,461 — — 12,461 Common stock options/warrants — 3,333 — 3,333 Total assets $ 12,568 $ 3,333 $ — $ 15,901 Liabilities: Forward Contracts — 317 — 317 Contingent consideration: $ — $ — $ 41,353 41,353 Total liabilities $ — $ 317 $ 41,353 $ 41,670 Fair value measurements as of December 31, 2016 (In thousands) Quoted prices in active markets for identical assets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Total Assets: Money market funds $ 5,314 $ — $ — $ 5,314 Common stock investments, available for sale 4,528 — — 4,528 Common stock options/warrants — 4,017 — 4,017 Forward contracts — 39 — 39 Total assets $ 9,842 $ 4,056 $ — $ 13,898 Liabilities: Embedded conversion option $ — $ — $ 16,736 $ 16,736 Contingent consideration: — — 45,076 45,076 Total liabilities $ — $ — $ 61,812 $ 61,812 The carrying amount and estimated fair value of our 2033 Senior Notes with the embedded conversion option, as well as the applicable fair value hierarchy tiers, are contained in the table below. The fair value of the 2033 Senior Notes is determined using a binomial lattice approach in order to estimate the fair value of the embedded derivative in the 2033 Senior Notes. Refer to Note 6. December 31, 2017 (In thousands) Carrying Value Total Fair Value Level 1 Level 2 Level 3 2033 Senior Notes $ 29,160 $ 32,968 $ — $ — $ 32,968 December 31, 2016 (In thousands) Carrying Value Total Fair Value Level 1 Level 2 Level 3 2033 Senior Notes $ 26,965 $ 45,205 $ — $ — $ 45,205 There have been no transfers between Level 1 and Level 2 and no transfers to or from Level 3 of the fair value hierarchy. As of December 31, 2017 and 2016 , the carrying value of our other financial instrument assets and liabilities approximates their fair value due to their short-term nature or variable rate of interest. The following tables reconcile the beginning and ending balances of our Level 3 assets and liabilities as of December 31, 2017 and 2016 : December 31, 2017 (In thousands) Contingent consideration Embedded conversion option Balance at December 31, 2016 $ 45,076 $ 16,736 Total losses (gains) for the period: Included in results of operations (3,423 ) (3,185 ) Foreign currency impact 3 — Payments (303 ) — Reclassification of embedded derivatives to equity — (13,551 ) Balance at December 31, 2017 $ 41,353 $ — December 31, 2016 (In thousands) Contingent Embedded Balance at December 31, 2015 $ 54,422 $ 23,737 Total losses (gains) for the period: Included in results of operations 16,954 (7,001 ) Foreign currency impact (1 ) — Payments (26,299 ) — Balance at December 31, 2016 $ 45,076 $ 16,736 The estimated fair values of our financial instruments have been determined by using available market information and what we believe to be appropriate valuation methodologies. We use the following methods and assumptions in estimating fair value: Contingent consideration – We estimate the fair value of the contingent consideration utilizing a discounted cash flow model for the expected payments based on estimated timing and expected revenues. We use several discount rates depending on each type of contingent consideration related to OPKO Diagnostics, CURNA and OPKO Renal transactions. If estimated future sales were to decrease by 10% , the contingent consideration related to OPKO Renal, which represents the majority of our contingent consideration liability, would decrease by $2.1 million . As of December 31, 2017 , of the $41.4 million of contingent consideration, $11.8 million is recorded in Accrued expenses and $29.6 million is recorded in Other long-term liabilities. As of December 31, 2016 , of the $45.1 million of contingent consideration, $0.3 million is recorded in Accrued expenses and $44.8 million is recorded in Other long-term liabilities. |
Derivative Contracts
Derivative Contracts | 12 Months Ended |
Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Contracts | Derivative Contracts The following table summarizes the fair values and the presentation of our derivative financial instruments in the Consolidated Balance Sheets: (In thousands) Balance Sheet Component December 31, December 31, Derivative financial instruments: Common stock options/warrants Investments, net $ 3,333 $ 4,017 Embedded conversion option 2033 Senior Notes, net of discount $ — $ 16,736 Forward contracts Unrealized gains on forward contracts are recorded in Other current assets and prepaid expenses. Unrealized (losses) on forward contracts are recorded in Accrued expenses. $ (317 ) $ 39 We enter into foreign currency forward exchange contracts to cover the risk of exposure to exchange rate differences arising from inventory purchases on letters of credit. Under these forward contracts, for any rate above or below the fixed rate, we receive or pay the difference between the spot rate and the fixed rate for the given amount at the settlement date. To qualify the derivative instrument as a hedge, we are required to meet strict hedge effectiveness and contemporaneous documentation requirements at the initiation of the hedge and assess the hedge effectiveness on an ongoing basis over the life of the hedge. At December 31, 2017 and 2016 , our derivative financial instruments do not meet the documentation requirements to be designated as hedges. Accordingly, we recognize the changes in Fair value of derivative instruments, net in our Consolidated Statement of Operations. The following table summarizes the losses and gains recorded for the years ended December 31, 2017 , 2016 and 2015 : For the years ended December 31, (In thousands) 2017 2016 2015 Derivative gain (loss): Common stock options/warrants $ (2,533 ) $ (4,262 ) $ (2,854 ) 2033 Senior Notes 3,185 7,001 (36,588 ) Forward contracts $ (600 ) $ 39 $ 359 Total $ 52 $ 2,778 $ (39,083 ) |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data (Unaudited) | Selected Quarterly Financial Data (Unaudited) For the 2017 Quarters Ended (In thousands, except per share data) March 31 June 30 September 30 December 31 Total revenues $ 296,096 $ 314,213 $ 263,495 $ 193,699 Total costs and expenses 337,803 340,656 321,785 347,321 Net income (loss) (30,995 ) (17,528 ) (46,442 ) (213,905 ) Net income (loss) attributable to common shareholders (30,995 ) (17,528 ) (46,442 ) (213,905 ) Earnings (loss) per share, basic $ (0.06 ) $ (0.03 ) $ (0.08 ) $ (0.38 ) Earnings (loss) per share, diluted $ (0.06 ) $ (0.04 ) $ (0.08 ) $ (0.38 ) For the 2016 Quarters Ended (In thousands, except per share data) March 31 June 30 September 30 December 31 Total revenues $ 291,037 $ 357,100 $ 298,035 $ 275,489 Total costs and expenses 318,555 328,834 321,658 325,889 Net income (loss) (11,978 ) 15,533 (14,977 ) (13,661 ) Net income (loss) attributable to common shareholders (11,978 ) 15,533 (14,977 ) (13,661 ) Earnings (loss) per share, basic $ (0.02 ) $ 0.03 $ (0.03 ) $ (0.02 ) Earnings (loss) per share, diluted $ (0.02 ) $ 0.02 $ (0.03 ) $ (0.04 ) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events On February 28, 2018, BioReference and certain of its subsidiaries entered into Amendment No. 7 to the Credit Agreement with JPMorgan Chase Bank, N.A. (“CB”), which amended the Credit Agreement to permit BioReference and its subsidiaries to use cash on hand, up to a maximum amount set forth in the amendment, to meet the availability requirements that otherwise would trigger (i) covenants that would require BioReference to maintain a minimum fixed charge coverage ratio and provide certain increased reporting under the Credit Agreement and (ii) CB’s right, as agent for the lenders under the Credit Agreement, to exercise sole dominion over funds held in certain accounts of BioReference. The other terms of the Credit Agreement remain unchanged. On February 27, 2018, we agreed to issue a series of 5% Convertible Promissory Notes (the “Notes”) in the aggregate principal amount of $55.0 million . The Notes mature five ( 5 ) years from the date of issuance. Each holder of a Note has the option, from time to time, to convert all or any portion of the outstanding principal balance of such Note, together with accrued and unpaid interest thereon, into shares of our common stock, par value $0.01 per share (“Common Stock”), at a conversion price of $5.00 per share of Common Stock (the “Shares”). We may redeem all or any part of the then issued and outstanding Notes, together with accrued and unpaid interest thereon, pro ratably among the holders, upon no fewer than 30 days, and no more than 60 days, notice to the holders. The Notes contain customary events of default and representations and warranties of OPKO. We intend to use the proceeds of the Notes for general corporate purposes. The issuance of the Notes and the issuance of the Shares, if any, upon conversion thereof was not, and will not be, respectively, registered under the Securities Act of 1933, as amended, pursuant to the exemption provided by Section 4(a)(2) thereof, and we have not agreed to register the Shares if or when such Shares are issued. Purchasers of the Notes include an affiliate of Dr. Phillip Frost, M.D., our Chairman and Chief Executive Officer, and Dr. Jane H. Hsiao, Ph.D., MBA, our Vice-Chairman and Chief Technical Officer. We have reviewed all subsequent events and transactions that occurred after the date of our December 31, 2017 Consolidated Balance Sheet date, through the time of filing this Annual Report on Form 10-K. |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation. The accompanying Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the U.S. and with the instructions to Form 10-K and of Regulation S-X. |
Principles of consolidation | Principles of consolidation. The accompanying Consolidated Financial Statements include the accounts of OPKO Health, Inc. and of our wholly-owned subsidiaries. All intercompany accounts and transactions are eliminated in consolidation. |
Use of estimates | Use of estimates. The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from these estimates. |
Cash and cash equivalents | Cash and cash equivalents. Cash and cash equivalents include short-term, interest-bearing instruments with original maturities of 90 days or less at the date of purchase. We also consider all highly liquid investments with original maturities at the date of purchase of 90 days or less as cash equivalents. These investments include money markets, bank deposits, certificates of deposit and U.S. treasury securities. |
Inventories | Inventories. Inventories are valued at the lower of cost and net realizable value. Cost is determined by the first-in, first-out method. We consider such factors as the amount of inventory on hand, estimated time required to sell such inventories, remaining shelf-life, and current market conditions to determine whether inventories are stated at the lower of cost and net realizable value. Inventories at our diagnostics segment consist primarily of purchased laboratory supplies, which is used in our testing laboratories. Inventory obsolescence for the years ended December 31, 2017 and 2016 was $5.4 million and $0.0 million , respectively. Pre-launch inventories. We may accumulate commercial quantities of certain product candidates prior to the date we anticipate that such products will receive final U.S. FDA approval. The accumulation of such pre-launch inventories involves the risk that such products may not be approved for marketing by the FDA on a timely basis, or ever. This risk notwithstanding, we may accumulate pre-launch inventories of certain products when such action is appropriate in relation to the commercial value of the product launch opportunity. In accordance with our policy, this pre-launch inventory is expensed. |
Goodwill and intangible assets | Goodwill and intangible assets. Goodwill represents the difference between the purchase price and the estimated fair value of the net assets acquired accounted for by the acquisition method of accounting and arose from our acquisitions. Refer to Note 5. Goodwill, in-process research and development (“IPR&D”) and other intangible assets acquired in business combinations, licensing and other transactions at December 31, 2017 and 2016 , were $2.0 billion and $2.1 billion , respectively. Assets acquired and liabilities assumed in business combinations, licensing and other transactions are generally recognized at the date of acquisition at their respective fair values. We determined the fair value of intangible assets, including IPR&D, using the “income method.” Goodwill is tested at least annually for impairment, or when events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable, by assessing qualitative factors or performing a quantitative analysis in determining whether it is more likely than not that its fair value exceeds the carrying value. Intangible assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable, although IPR&D is required to be tested at least annually until the project is completed or abandoned. Upon obtaining regulatory approval, the IPR&D asset is then accounted for as a finite-lived intangible asset and amortized on a straight-line basis over its estimated useful life. If the project is abandoned, the IPR&D asset is charged to expense. We recorded an impairment charge of $13.2 million in Amortization of intangible assets in our Consolidated Statement of Operations for the year ended December 31, 2017 to write our intangible asset for VARUBI™ down to its estimated fair value. No intangible asset impairment was recorded for the year ended December 31, 2016 . We reclassified $187.6 million of IPR&D related to Rayaldee from In-process research and development to Intangible assets, net in our Consolidated Balance Sheets upon the FDA’s approval of Rayaldee in June 2016. The assets are being amortized on a straight-line basis over their estimated useful life of approximately 12 years. We amortize intangible assets with definite lives on a straight-line basis over their estimated useful lives, ranging from 3 to 20 years. We use the straight-line method of amortization as there is no reliably determinable pattern in which the economic benefits of our intangible assets are consumed or otherwise used up. |
Fair value measurements | Fair value measurements . The carrying amounts of our cash and cash equivalents, accounts receivable, accounts payable and short-term debt approximate their fair value due to the short-term maturities of these instruments. Investments that are considered available for sale as of December 31, 2017 and 2016 are carried at fair value. Our debt under the credit agreement with JPMorgan Chase Bank, N.A. approximates fair value due to the variable rate of interest. In evaluating the fair value information, considerable judgment is required to interpret the market data used to develop the estimates. The use of different market assumptions and/or different valuation techniques may have a material effect on the estimated fair value amounts. Accordingly, the estimates of fair value presented herein may not be indicative of the amounts that could be realized in a current market exchange. |
Contingent consideration | Contingent consideration . Each period we revalue the contingent consideration obligations associated with certain prior acquisitions to their fair value and record increases in the fair value as contingent consideration expense and decreases in the fair value as a reduction in contingent consideration expense. Changes in contingent consideration result from changes in the assumptions regarding probabilities of successful achievement of related milestones, the estimated timing in which the milestones are achieved and the discount rate used to estimate the fair value of the liability. Contingent consideration may change significantly as our development programs progress, revenue estimates evolve and additional data is obtained, impacting our assumptions. The assumptions used in estimating fair value require significant judgment. The use of different assumptions and judgments could result in a materially different estimate of fair value which may have a material impact on our results from operations and financial position. |
Derivative financial instruments | Derivative financial instruments. We record derivative financial instruments on our Consolidated Balance Sheet at their fair value and recognize the changes in the fair value in our Consolidated Statement of Operations when they occur, the only exception being derivatives that qualify as hedges. For the derivative instrument to qualify as a hedge, we are required to meet strict hedge effectiveness and contemporaneous documentation requirements at the initiation of the hedge and assess the hedge effectiveness on an ongoing basis over the life of the hedge. At December 31, 2017 and 2016 , our foreign currency forward contracts held to economically hedge inventory purchases did not meet the documentation requirements to be designated as hedges. Accordingly, we recognize all changes in the fair values of our derivatives instruments, net, in our Consolidated Statement of Operations. |
Property, plant, equipment | Property, plant and equipment. Property, plant and equipment are recorded at cost. Depreciation is provided using the straight-line method over the estimated useful lives of the assets and includes amortization expense for assets capitalized under capital leases. The estimated useful lives by asset class are as follows: software - 3 years , machinery, medical and other equipment - 5 - 8 years , furniture and fixtures - 5 - 12 years , leasehold improvements - the lesser of their useful life or the lease term, buildings and improvements - 10 - 40 years , automobiles - 3 - 5 years . Expenditures for repairs and maintenance are charged to expense as incurred. Depreciation expense was $30.6 million , $33.3 million and $14.2 million for the years ended December 31, 2017 , 2016 and 2015 , respectively. Assets held under capital leases are included within Property, plant and equipment, net in our Consolidated Balance Sheets and are amortized over the shorter of their useful lives or the expected term of their related leases. |
Impairment of long-lived assets | Impairment of long-lived assets. Long-lived assets, such as property and equipment, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, then an impairment charge is recognized for the amount by which the carrying amount of the asset exceeds the fair value of the asset. |
Income taxes | Income taxes. Income taxes are accounted for under the asset-and-liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and the respective tax bases and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. On December 22, 2017, the 2017 Tax Cuts and Jobs Act (the “Tax Act”) was enacted into law and the new legislation contains several key tax provisions, including a reduction of the corporate income tax rate from 35% to 21% effective January 1, 2018, and a one-time mandatory transition tax on accumulated foreign earnings, among others. The Tax Act required us to remeasure our U.S. deferred tax assets and liabilities and recognize the effect in the period of enactment, which resulted in an income tax charge of $31.8 million for the year ended December 31, 2017, with an equal offset to valuation allowance. We are required to recognize the effect of the tax law changes in the period of enactment, such as remeasuring our U.S. deferred tax assets and liabilities, as well as reassessing the net realizability of our deferred tax assets and liabilities. In December 2017, the SEC staff issued Staff Accounting Bulletin No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act (SAB 118), which allows us to record provisional amounts during a measurement period not to extend beyond one year of the enactment date. Since the Tax Act was passed late in the fourth quarter of 2017, and ongoing guidance and accounting interpretation are expected over the next 12 months, our accounting of deferred tax re-measurements, the transition tax, and other items are provisional and may materially change due to the forthcoming guidance and our ongoing analysis of final year-end data and tax positions. We expect to complete our analysis within the measurement period in accordance with SAB 118. We anticipate future impacts at a U.S. state and local tax level related to the Tax Act; however, statutory and interpretive guidance is not available from applicable state and local tax authorities to reasonably estimate the impact. Consequently, for those jurisdictions, we have not recorded provisional amounts and have continued to apply ASC 740 based on the provisions of the tax laws that were in effect immediately prior to Tax Act enactment. We operate in various countries and tax jurisdictions globally. For the year ended December 31, 2017, the tax rate differed from the U.S. federal statutory rate of 35% primarily due to the relative mix in earnings and losses in the U.S. versus foreign tax jurisdictions, the establishment of a valuation allowance in the U.S. and operating results in tax jurisdictions which do not result in a tax benefit. Included in Other long-term liabilities is an accrual of $2.5 million related to uncertain tax positions involving income recognition. We recognize that local tax law is inherently complex and the local taxing authorities may not agree with certain tax positions taken. Consequently, it is reasonably possible that the ultimate resolution of tax matters in any jurisdiction may be significantly more or less than estimated. We evaluated the estimated tax exposure for a range of current likely outcomes to be from $0 to approximately $50.0 million and recorded our accrual to reflect our best expectation of ultimate resolution. |
Revenue recognition | Revenue recognition . Revenue for laboratory services is recognized at the time test results are reported, which approximates when services are provided. Services are provided to patients covered by various third party payor programs including various managed care organizations, as well as the Medicare and Medicaid programs. For the year ended December 31, 2017 , approximately 31% of our revenues from services were derived directly from the Medicare and Medicaid programs. Billings for services under third-party payer programs are included in revenue net of allowances for contractual discounts and allowances for differences between the amounts billed and estimated program payment amounts. The complexities and ambiguities of billing, reimbursement regulations and claims processing, as well as issues unique to Medicare and Medicaid programs, require us to estimate the potential for retroactive adjustments in the recognition of revenue in the period the related services are rendered. Adjustments to the estimated collection amounts are recorded upon settlement as an adjustment to revenue. We recognize revenue from product sales when persuasive evidence of an arrangement exists, delivery has occurred, collectability is reasonably assured, and the price to the buyer is fixed or determinable, which is generally when goods are shipped and title and risk of loss transfer to our customers. Our estimates for sales returns and allowances are based upon the historical patterns of product returns and allowances taken, matched against the sales from which they originated, and our evaluation of specific factors that may increase or decrease the risk of product returns. Product revenues are recorded net of estimated rebates, chargebacks, discounts, co-pay assistance and other deductions (collectively, “Sales Deductions”) as well as estimated product returns. Allowances are recorded as a reduction of revenue at the time product revenues are recognized. We launched Rayaldee in the U.S. through our dedicated renal sales force in November 2016. Rayaldee is distributed in the U.S. principally through the retail pharmacy channel, which initiates with the largest wholesalers in the U.S. (collectively, “ Rayaldee Customers”). In addition to distribution agreements with Rayaldee Customers, we have entered into arrangements with many healthcare providers and payers that provide for government-mandated and/or privately-negotiated rebates, chargebacks and discounts with respect to the purchase of Rayaldee . As of December 31, 2017 , allowances for Sales Deductions and product returns related to sales of Rayaldee are known or estimable utilizing historical information and market research projections. As a result, we recognize revenue for shipments of Rayaldee at the time of delivery to Rayaldee Customers. For the year ended December 31, 2017 , we recognized $9.1 million in net product revenue from sales of Rayaldee , including amounts previously deferred. No revenue was recognized from sales of Rayaldee for the year ended December 31, 2016 as we lacked the experiential data which would allow us to estimate Sales Deductions and product returns. The related deferred revenue balance as of December 31, 2016 was $1.6 million . The following table presents an analysis of product sales allowances and accruals for the year ended December 31, 2017 : (In thousands) Chargebacks, discounts, rebates and fees Governmental Returns Total Balance at December 31, 2016 $ — $ — $ — $ — Provision related to current period sales 1,591 1,332 490 3,413 Credits or payments made (1,358 ) (984 ) (53 ) (2,395 ) Balance at December 31, 2017 $ 233 $ 348 $ 437 $ 1,018 Total gross Rayaldee sales $ 12,482 Provision for Rayaldee sales allowances and accruals as a percentage of gross Rayaldee sales 27 % Revenue from transfer of intellectual property includes revenue related to the sale, license or transfer of intellectual property such as upfront license payments, license fees, milestone and royalty payments received through our license, and collaboration and commercialization agreements. We analyze our multiple-element arrangements to determine whether the elements can be separated and accounted for individually as separate units of accounting. Non-refundable license fees for the out-license of our technology are recognized depending on the provisions of each agreement. We recognize non-refundable upfront license payments as revenue upon receipt if the license has standalone value and qualifies for treatment as a separate unit of accounting under multiple-element arrangement guidance. License fees with ongoing involvement or performance obligations that do not have standalone value are recorded as deferred revenue, included in Accrued expenses or Other long-term liabilities, when received and generally are recognized ratably over the period of such performance obligations only after both the license period has commenced and we have delivered the technology. The assessment of our obligations and related performance periods requires significant management judgment. If an agreement contains research and development obligations, the relevant time period for the research and development phase is based on management estimates and could vary depending on the outcome of clinical trials and the regulatory approval process. Such changes could materially impact the revenue recognized, and as a result, management reviews the estimates related to the relevant time period of research and development on a periodic basis. For the years ended December 31, 2017 , 2016 and 2015 we recorded $70.7 million , $126.1 million and $81.9 million of revenue from the transfer of intellectual property, respectively. For the year ended December 31, 2017 , revenue from the transfer of intellectual property included $57.8 million related to the Pfizer Transaction and $10.0 million related to a milestone payment that TESARO, Inc. (“TESARO”) paid us under our license agreement with them. Refer to Note 14. For the year ended December 31, 2016 , revenue from the transfer of intellectual property included $50.0 million related to the VFMCRP Agreement and $70.6 million related to the Pfizer Transaction. For the year ended December 31, 2015, revenue from the transfer of intellectual property included $15.0 million related to a milestone payment that TESARO paid us under our license agreement with them and $65.5 million related to the Pfizer Transaction. Revenue from milestone payments related to arrangements under which we have continuing performance obligations are recognized as Revenue from transfer of intellectual property upon achievement of the milestone only if all of the following conditions are met: the milestone payments are non-refundable; there was substantive uncertainty at the date of entering into the arrangement that the milestone would be achieved; the milestone payment is commensurate with either our performance to achieve the milestone or the enhancement of the value of the delivered item by us; the milestone relates solely to past performance; and the amount of the milestone payment is reasonable in relation to the effort expended or the risk associated with the achievement of the milestone. If any of these conditions are not met, the milestone payments are not considered to be substantive and are, therefore, deferred and recognized as Revenue from transfer of intellectual property over the term of the arrangement as we complete our performance obligations. |
Concentrations of credit risk and allowance for doubtful accounts | Concentration of credit risk and allowance for doubtful accounts . Financial instruments that potentially subject us to concentrations of credit risk consist primarily of accounts receivable. Substantially all of our accounts receivable are with either companies in the health care industry or patients. However, credit risk is limited due to the number of our clients as well as their dispersion across many different geographic regions. While we have receivables due from federal and state governmental agencies, we do not believe that such receivables represent a credit risk since the related healthcare programs are funded by federal and state governments, and payment is primarily dependent upon submitting appropriate documentation. At December 31, 2017 and 2016 , receivable balances (net of contractual adjustments) from Medicare and Medicaid in total were 16% and 23% , respectively, of our consolidated Accounts receivable, net. The portion of our accounts receivable due from individual patients comprises the largest portion of credit risk. At December 31, 2017 and 2016 , receivables due from patients represent approximately 3.2% and 4.1% , respectively, of our consolidated Accounts receivable, net. We assess the collectability of accounts receivable balances by considering factors such as historical collection experience, customer credit worthiness, the age of accounts receivable balances, regulatory changes and current economic conditions and trends that may affect a customer’s ability to pay. Actual results could differ from those estimates. Our reported net income (loss) is directly affected by our estimate of the collectability of accounts receivable. |
Equity-based compensation | Equity-based compensation. We measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award. That cost is recognized in the Consolidated Statement of Operations over the period during which an employee is required to provide service in exchange for the award. We record excess tax benefits, realized from the exercise of stock options, as cash flows from operations. Equity-based compensation arrangements to non-employees are recorded at their fair value on the measurement date. The measurement of equity-based compensation to non-employees is subject to periodic adjustment as the underlying equity instruments vest. |
Research and development expenses | Research and development expenses. Research and development expenses include external and internal expenses, partially offset by third-party grants and fundings arising from collaboration agreements. External expenses include clinical and non-clinical activities performed by contract research organizations, lab services, purchases of drug and diagnostic product materials and manufacturing development costs. Research and development employee-related expenses include salaries, benefits and equity-based compensation expense. Other internal research and development expenses are incurred to support overall research and development activities and include expenses related to general overhead and facilities. We expense these costs in the period in which they are incurred. We estimate our liabilities for research and development expenses in order to match the recognition of expenses to the period in which the actual services are received. As such, accrued liabilities related to third party research and development activities are recognized based upon our estimate of services received and degree of completion of the services in accordance with the specific third party contract. We record expense for in-process research and development projects acquired in asset acquisitions which have not reached technological feasibility and which have no alternative future use. For in-process research and development projects acquired in business combinations, the in-process research and development project is capitalized and evaluated for impairment until the development process has been completed. Once the development process has been completed the asset will be amortized over its remaining useful life. |
Segment reporting | Segment reporting. Our chief operating decision-maker (“CODM”) is Phillip Frost, M.D., our Chairman and Chief Executive Officer. Our CODM reviews our operating results and operating plans and makes resource allocation decisions on a Company-wide or aggregate basis. We manage our operations in two reportable segments, pharmaceutical and diagnostics. The pharmaceutical segment consists of our pharmaceutical operations we acquired in Chile, Mexico, Ireland, Israel and Spain and our pharmaceutical research and development. The diagnostics segment primarily consists of clinical laboratory operations we acquired through the acquisition of BioReference and point-of-care operations. There are no significant inter-segment sales. We evaluate the performance of each segment based on operating profit or loss. There is no inter-segment allocation of interest expense and income taxes. |
Shipping and handling costs | Shipping and handling costs. We do not charge customers for shipping and handling costs. Shipping and handling costs are classified as Cost of revenues in the Consolidated Statement of Operations. |
Foreign currency translations | Foreign currency translation . The financial statements of certain of our foreign operations are measured using the local currency as the functional currency. The local currency assets and liabilities are generally translated at the rate of exchange to the United States (“U.S.”) dollar on the balance sheet date and the local currency revenues and expenses are translated at average rates of exchange to the U.S. dollar during the reporting periods. Foreign currency transaction gains (losses) have been reflected as a component of Other income (expense), net within the Consolidated Statement of Operations and foreign currency translation gains (losses) have been included as a component of the Consolidated Statement of Comprehensive Loss. |
Variable interest entities | Variable interest entities. The consolidation of a variable interest entity (“VIE”) is required when an enterprise has a controlling financial interest. A controlling financial interest in a VIE will have both of the following characteristics: (a) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance and (b) the obligation to absorb losses of the VIE that could potentially be significant to the VIE. |
Investments | Investments. We have made strategic investments in development stage and emerging companies. We record these investments as equity method investments or investments available for sale based on our percentage of ownership and whether we have significant influence over the operations of the investees. Investments for which it is not practical to estimate fair value and which we do not have significant influence are accounted for as cost method investments. For investments classified under the equity method of accounting, we record our proportionate share of their losses in Losses from investments in investees in our Consolidated Statement of Operations. Refer to Note 4. For investments classified as available for sale, we record changes in their fair value as unrealized gain or loss in Other comprehensive income (loss) based on their closing price per share at the end of each reporting period. |
Recent accounting pronouncements | Recent accounting pronouncements . In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers.” ASU 2014-09, as amended, clarifies the principles for recognizing revenue and develops a common revenue standard for GAAP that removes inconsistencies and weaknesses in revenue requirements, provides a more robust framework for addressing revenue issues, improves comparability of revenue recognition practices across entities, industries, jurisdictions, and capital markets, provides more useful information to users of financial statements through improved disclosure requirements and simplifies the preparation of financial statements by reducing the number of requirements to which an entity must refer. ASU 2014-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2017. Companies can choose to apply the ASU using either the full retrospective approach or a modified retrospective approach. We plan to adopt the ASU in the first quarter of 2018 using the full retrospective approach. We continue to assess the impact of this ASU on our financial condition, results of operations, cash flows and disclosures. Our analysis includes reviewing current accounting policies and practices to identify potential differences that would result from applying the requirements under this new standard. We have reviewed certain contracts with its customers that we believe are representative of our revenue streams and continue to review additional contracts across our global business units. ASU 2014-09 requires increased disclosure which in turn is expected to require certain new processes. The determination of the impact of adoption of ASU 2014-09 on our financial condition, results of operations, cash flows and disclosures is ongoing, and, as such, we are not able to reasonably estimate the quantitative effect that the adoption of the new standard will have on our financial statements. Based on our preliminary assessment of this ASU, for our diagnostics segment, we generally do not expect any significant changes to the timing of revenue recognition or net income, but there will be a change in the presentation in the Statement of Operations. Under the ASU, the majority of the amounts that were historically classified as provision for bad debts, primarily related to patient responsibility, will be considered an implicit price concession in determining net revenues. Accordingly, we will report uncollectible balances associated with individual patients as a reduction of the transaction price and therefore as a reduction in net revenues when historically these amounts were classified as provision for bad debts within Selling, general and administrative expenses. In July 2015, the FASB issued ASU No. 2015-11, “Inventory (Topic 330): Simplifying the Measurement of Inventory,” which changes the measurement principle for entities that do not measure inventory using the last-in, first-out (“LIFO”) or retail inventory method from the lower of cost or market to lower of cost and net realizable value. ASU 2015-11 was effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years, with early adoption permitted. The adoption of ASU 2015-11 in the first quarter of 2017 did not have a significant impact on our Consolidated Financial Statements. In November 2015, the FASB issued ASU No. 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes,” which requires deferred tax liabilities and assets to be classified as noncurrent in a classified statement of financial position. The adoption of this ASU simplifies the presentation of deferred income taxes and reduces complexity without decreasing the usefulness of information provided to users of financial statements. We early adopted the provisions of this ASU prospectively in the fourth quarter of 2015, and did not retrospectively adjust the prior periods. The adoption of ASU 2015-17 did not have a significant impact on our Consolidated Financial Statements. In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments - Overall (Subtopic 825-10),” which addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The ASU requires equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income. ASU 2016-01 will be effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted. We are currently evaluating the impact of this new guidance on our Consolidated Financial Statements, but the primary effect will be the recognition of changes in the fair value of our available for sale investments in net income. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842),” which will require organizations that lease assets with lease terms of more than 12 months to recognize assets and liabilities for the rights and obligations created by those leases on their balance sheets. The ASU will also require new qualitative and quantitative disclosures to help investors and other financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. ASU 2016-02 will be effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, with early adoption permitted. We are currently evaluating the impact of this new guidance on our Consolidated Financial Statements. In March 2016, the FASB issued ASU No. 2016-09, “Compensation - Stock Compensation (Topic 718),” which simplifies several aspects of the accounting for share-based payment award transactions, including the income tax consequences, classification of awards as either equity or liabilities, classification on the statement of cash flows and accounting for forfeitures. ASU 2016-09 was effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years, with early adoption permitted. We adopted this standard in the first quarter of 2017. As required by ASU 2016-09, excess tax benefits are classified as an operating activity in our Consolidated Statement of Cash Flows and we have applied this provision prospectively. In addition, we have elected to estimate forfeitures over the course of a vesting period, rather than account for forfeitures as they occur. We adjust our forfeiture estimates based on the number of share-based awards that ultimately vest on at least an annual basis. As a result of the adoption of ASU 2016-09 in 2017, we recorded a cumulative-effect adjustment to reduce our deferred tax liabilities and reduce our accumulated deficit by $31.7 million with respect to excess tax benefits recognized in our Consolidated Balance Sheets. In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230),” which addresses the classification of eight specific cash flow issues with the objective of reducing the existing diversity in practice. ASU 2016-15 will be effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years, with early adoption permitted. We are currently evaluating the impact of this new guidance on our Consolidated Financial Statements. In January 2017, the FASB issued ASU No. 2017-04, “Intangibles - Goodwill and Other (Topic 350),” which simplifies how an entity is required to test for goodwill impairment. ASU 2017-04 will be effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019, with early adoption permitted after January 1, 2017. We are currently evaluating the impact of this new guidance on our Consolidated Financial Statements. |
Summary of Significant Accoun30
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of product sales allowances and accruals | The following table presents an analysis of product sales allowances and accruals for the year ended December 31, 2017 : (In thousands) Chargebacks, discounts, rebates and fees Governmental Returns Total Balance at December 31, 2016 $ — $ — $ — $ — Provision related to current period sales 1,591 1,332 490 3,413 Credits or payments made (1,358 ) (984 ) (53 ) (2,395 ) Balance at December 31, 2017 $ 233 $ 348 $ 437 $ 1,018 Total gross Rayaldee sales $ 12,482 Provision for Rayaldee sales allowances and accruals as a percentage of gross Rayaldee sales 27 % |
Acquisitions, Investments, an31
Acquisitions, Investments, and Licenses (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Business Acquisition [Line Items] | |
Accounting Method, Carrying Value and Underlying Equity in Net Assets of Unconsolidated Investments | The following table reflects the accounting method, carrying value and underlying equity in net assets of our unconsolidated investments as of December 31, 2017 : (in thousands) Investment type Investment Carrying Value Underlying Equity in Net Assets Equity method investments $ 23,338 $ 18,210 Variable interest entity, equity method 402 — Available for sale investments 12,461 Cost method investment 1,108 Warrants and options 3,333 Total carrying value of investments $ 40,642 |
Transition Therapeutics, Inc. | |
Business Acquisition [Line Items] | |
Schedule of Purchase Price Allocation | The following table summarizes the final purchase price allocation and the fair value of the net assets acquired and liabilities assumed at the date of acquisition: (In thousands) Transition Therapeutics Current assets Cash and cash equivalents $ 15,878 IPR&D assets 41,000 Goodwill 3,453 Other assets 634 Accounts payable and other liabilities (1,035 ) Deferred tax liability (1,400 ) Total purchase price $ 58,530 |
Composition of Certain Financ32
Composition of Certain Financial Statement Captions (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Composition of Certain Financial Statement Captions | For the years ended December 31, (In thousands) 2017 2016 Accounts receivable, net Accounts receivable $ 231,940 $ 256,552 Less: allowance for doubtful accounts (66,424 ) (36,268 ) $ 165,516 $ 220,284 Inventories, net Consumable supplies $ 21,546 $ 23,448 Finished products 21,012 16,143 Work in-process 5,873 3,896 Raw materials 7,467 4,686 Less: inventory reserve (6,565 ) (945 ) $ 49,333 $ 47,228 Other current assets and prepaid expenses Other receivables $ 3,398 $ 13,021 Taxes recoverable 18,138 16,187 Prepaid supplies 8,207 6,952 Prepaid insurance 3,532 3,688 Other 3,838 7,508 $ 37,113 $ 47,356 Property, plant and equipment, net: Machinery, medical and other equipment $ 112,961 $ 100,100 Leasehold improvements 34,121 30,122 Furniture and fixtures 11,540 11,247 Automobiles and aircraft 11,137 13,342 Software 12,469 10,990 Building 8,227 5,696 Land 2,552 2,264 Construction in process 39,397 5,848 Less: accumulated depreciation (85,847 ) (56,778 ) $ 146,557 $ 122,831 Intangible assets, net: Customer relationships $ 448,345 $ 443,560 Technologies 340,921 340,397 Trade names 50,553 50,442 Covenants not to compete 16,372 16,348 Licenses 10,305 23,506 Product registrations 10,475 7,641 Other 5,799 5,289 Less: accumulated amortization (198,935 ) (123,207 ) $ 683,835 $ 763,976 Accrued expenses: Deferred revenue $ 46,189 $ 73,434 Employee benefits 50,377 43,792 Taxes payable 4,609 4,430 Contingent consideration 11,750 259 For the years ended December 31, (In thousands) 2017 2016 Clinical trials 12,191 5,935 Capital leases short-term 3,399 3,025 Milestone payment 4,868 4,865 Professional fees 2,355 4,035 Other 79,364 58,180 $ 215,102 $ 197,955 Other long-term liabilities: Deferred revenue $ 58,989 $ 89,016 Line of credit 104,152 38,809 Contingent consideration 29,603 44,817 Capital leases long-term 7,786 7,216 Mortgages and other debts payable 1,567 717 Other 17,857 21,908 $ 219,954 $ 202,483 |
Summary of Fair Values Assigned to Major Intangible Asset Classes | The following table summarizes the fair values assigned to our major intangible asset classes upon each acquisition: (In thousands) Technologies In-process research and development Customer relationships Product registrations Covenants not to compete Trade names Other Total identified intangible assets Goodwill BioReference $ 100,600 $ — $ 389,800 $ — $ 7,750 $ 47,100 $ — $ 545,250 $ 401,821 CURNA — 10,000 — — — — 290 10,290 4,827 EirGen — 560 34,155 — — — 3,919 38,634 83,373 FineTech 2,700 — 14,200 — 1,500 400 — 18,800 11,623 OPKO Biologics — 590,200 — — — — — 590,200 139,784 OPKO Chile — — 3,945 5,829 — 1,032 — 10,806 5,441 OPKO Diagnostics 44,400 — — — — — — 44,400 17,977 OPKO Health Europe 3,017 1,459 436 2,930 187 349 — 8,378 8,062 OPKO Lab 1,370 — 3,860 — 6,900 1,830 70 14,030 29,629 OPKO Renal — 191,530 — — — — 210 191,740 2,411 Transition Therapeutics — 41,000 — — — — — 41,000 3,453 Weighted average amortization period 8-12 years Indefinite 6-20 years 9 years 5 years 4-5 years 3-10 years Indefinite |
Summary of Valuation Allowance | The following table reflects the changes in the allowance for doubtful accounts, provision for inventory reserve and tax valuation allowance accounts: (In thousands) Beginning balance Charged to expense Written-off Charged to other Ending balance 2017 Allowance for doubtful accounts $ (36,268 ) (107,256 ) 77,047 53 $ (66,424 ) Inventory reserve $ (945 ) (5,390 ) (230 ) — $ (6,565 ) Tax valuation allowance $ (55,415 ) (82,358 ) — (4,289 ) $ (142,062 ) 2016 Allowance for doubtful accounts $ (25,168 ) (83,463 ) 68,840 3,523 $ (36,268 ) Inventory reserve $ (1,051 ) (20 ) 296 (170 ) $ (945 ) Tax valuation allowance $ (42,147 ) 7,726 — (20,994 ) $ (55,415 ) |
Schedule of Goodwill | The following table summarizes the changes in Goodwill during the years ended December 31, 2017 and 2016 . 2017 2016 (In thousands) Balance at January 1 Purchase Accounting Adj Foreign exchange and other Balance at December 31st Balance at January 1 Purchase accounting adjustments Foreign exchange Balance at December 31 Pharmaceuticals CURNA $ 4,827 $ — $ — $ 4,827 $ 4,827 $ — $ — $ 4,827 EirGen 78,358 — 10,868 89,226 81,139 — (2,781 ) 78,358 FineTech 11,698 — — 11,698 11,698 — — 11,698 OPKO Biologics 139,784 — — 139,784 139,784 — — 139,784 OPKO Chile 4,785 — 418 5,203 4,517 — 268 4,785 OPKO Health Europe 6,936 — 962 7,898 7,191 — (255 ) 6,936 OPKO Renal 2,069 — — 2,069 2,069 — — 2,069 Transition Therapeutics 3,360 — 248 3,608 — 3,453 (93 ) 3,360 Diagnostics BioReference 401,821 — — 401,821 441,158 (39,337 ) — 401,821 OPKO Diagnostics 17,977 — — 17,977 17,977 — — 17,977 OPKO Lab 32,988 — — 32,988 32,988 — — 32,988 $ 704,603 $ — $ 12,496 $ 717,099 $ 743,348 $ (35,884 ) $ (2,861 ) $ 704,603 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Debt Instrument [Line Items] | |
Schedule of Principal Amounts, Unamortized Discount and Net Carrying Amounts | The following table sets forth information related to the 2033 Senior Notes which is included in our Consolidated Balance Sheet as of December 31, 2017 : (In thousands) Embedded conversion option 2033 Senior Notes Discount Debt Issuance Cost Total Balance at December 31, 2016 $ 16,736 $ 31,850 $ (4,612 ) $ (273 ) $ 43,701 Amortization of debt discount and debt issuance costs — — 2,047 148 2,195 Change in fair value of embedded derivative (3,185 ) — — — (3,185 ) Reclassification of embedded derivatives to equity (13,551 ) — — — (13,551 ) Balance at December 31, 2017 $ — $ 31,850 $ (2,565 ) $ (125 ) $ 29,160 The following table sets forth information related to the 2033 Senior Notes which is included in our Consolidated Balance Sheet as of December 31, 2016 : (In thousands) Embedded conversion option 2033 Senior Notes Discount Debt Issuance Cost Total Balance at December 31, 2015 $ 23,737 $ 32,200 $ (6,525 ) $ (426 ) $ 48,986 Amortization of debt discount and debt issuance costs — — 1,913 153 2,066 Change in fair value of embedded derivative (7,001 ) — — — (7,001 ) Conversion — (350 ) — — (350 ) Balance at December 31, 2016 $ 16,736 $ 31,850 $ (4,612 ) $ (273 ) $ 43,701 tively. At December 31, 2017 and 2016 , we had notes payable and other debt (excluding the 2033 Senior Notes, the Credit Agreement and amounts outstanding under lines of credit) as follows: (In thousands) December 31, December 31, 2016 Current portion of notes payable $ 1,632 $ 3,681 Other long-term liabilities 2,011 2,090 Total $ 3,643 $ 5,771 |
Summary of Lines of Credit | The following table summarizes the amounts outstanding under the BioReference, Chilean and Spanish lines of credit: (Dollars in thousands) Balance Outstanding Lender Interest rate on borrowings at December 31, 2017 Credit line capacity December 31, December 31, 2016 JP Morgan Chase 3.27% $ 175,000 $ 104,152 $ 38,809 Itau Bank 5.50% 1,810 446 419 Bank of Chile 6.60% 3,800 1,598 1,619 BICE Bank 5.50% 2,500 1,819 1,538 BBVA Bank 5.50% 3,250 1,665 1,063 Security Bank 5.50% 501 501 — Estado Bank 5.50% 3,500 2,111 1,870 Santander Bank 5.50% 4,500 1,988 1,196 Scotiabank 5.00% 1,800 384 789 Corpbanca 5.00% — — 18 Banco Bilbao Vizcaya 2.90% 300 — — Santander Bank 2.67% 359 — — Total $ 197,320 $ 114,664 $ 47,321 |
Notes | |
Debt Instrument [Line Items] | |
Inputs to Lattice Model Used to Value the Embedded Derivative | The following table sets forth the inputs to the lattice model used to value the embedded derivative: February 1, 2017 December 31, 2016 December 31, 2015 Stock price $8.63 $9.30 $10.05 Conversion Rate 141.4827 141.4827 141.4827 Conversion Price $7.07 $7.07 $7.07 Maturity date February 1, 2033 February 1, 2033 February 1, 2033 Risk-free interest rate 1.22% 1.22% 1.33% Estimated stock volatility 49% 47% 50% Estimated credit spread 761 basis points 765 basis points 1,142 basis points |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Additional information for warrants outstanding | The table below provides additional information for warrants outstanding as of December 31, 2017 . Number of warrants Weighted average exercise price Expiration date Outstanding at December 31, 2016 639,598 $ 0.86 Various from Exercised (416,295 ) 0.86 Expired (223,303 ) 0.86 Outstanding and Exercisable at December 31, 2017 — $ — |
Accumulated Other Comprehensi35
Accumulated Other Comprehensive Income (Loss) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Changes in Accumulated Other Comprehensive Income, Net of Tax | For the year ended December 31, 2016 , changes in Accumulated other comprehensive income, net of tax, were as follows: (In thousands) Foreign Unrealized Total Balance at December 31, 2015 $ (23,174 ) $ 637 $ (22,537 ) Other comprehensive income (loss) before reclassifications (4,954 ) (3,811 ) (8,765 ) Reclassification adjustments for losses included in net loss, net of tax — 4,293 4,293 Net other comprehensive income (loss) (4,954 ) 482 (4,472 ) Balance at December 31, 2016 $ (28,128 ) $ 1,119 $ (27,009 ) For the year ended December 31, 2017 , changes in Accumulated other comprehensive income (loss), net of tax, were as follows: (In thousands) Foreign Unrealized gain (loss) in Accumulated OCI Total Balance at December 31, 2016 $ (28,128 ) $ 1,119 $ (27,009 ) Other comprehensive income (loss) before reclassifications 22,724 3,790 26,514 Reclassification adjustments for losses included in net loss, net of tax — (33 ) (33 ) Net other comprehensive income (loss) 22,724 3,757 26,481 Balance at December 31, 2017 $ (5,404 ) $ 4,876 $ (528 ) |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Stock Options | We apply the following assumptions in our Black-Scholes-Merton Model option-pricing formula: Year Ended December 31, 2017 Year Ended December 31, 2016 Year Ended December 31, 2015 Expected term (in years) 3.0 - 10.0 1.0 - 10.0 1.0 - 10.0 Risk-free interest rate 1.32% - 2.41% 0.71% - 2.51% 0.26% - 2.42% Expected volatility 38% - 55% 38% - 64% 32% - 64% Expected dividend yield 0% 0% 0% |
Summary of Option Activity Under Stock Plans | A summary of option activity under our stock option plans as of December 31, 2017 , and the changes during the year is presented below: Options Number of options Weighted average exercise price Weighted average remaining contractual term (years) Aggregate intrinsic value (in thousands) Outstanding at December 31, 2016 34,640,514 $ 10.18 6.79 $ 32,984 Granted 2,131,500 $ 7.50 Exercised (1,298,704 ) $ 3.01 Forfeited (2,735,813 ) $ 11.75 Expired (1,438,112 ) $ 11.84 Outstanding at December 31, 2017 31,299,385 $ 10.08 6.37 $ 1,886 Vested and expected to vest at December 31, 2017 29,484,888 $ 10.04 6.27 $ 1,886 Exercisable at December 31, 2017 18,697,466 $ 9.59 5.26 $ 1,886 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Components of Income Tax Benefit (Provision) | The benefit (provision) for incomes taxes consists of the following: For the years ended December 31, (In thousands) 2017 2016 2015 Current Federal $ 2,398 $ — $ 430 State (1,737 ) (2,931 ) (2,157 ) Foreign (3,424 ) (2,438 ) (8,134 ) (2,763 ) (5,369 ) (9,861 ) Deferred Federal (10,759 ) 25,739 109,286 State (2,738 ) 10,657 12,327 Foreign (2,595 ) 25,088 1,923 (16,092 ) 61,484 123,536 Total, net $ (18,855 ) $ 56,115 $ 113,675 |
Components of Deferred Income Tax Assets and Liabilities | Deferred income tax assets and liabilities as of December 31, 2017 and 2016 are comprised of the following: (In thousands) December 31, 2017 December 31, 2016 Deferred income tax assets: Federal net operating loss $ 79,356 $ 76,792 State net operating loss 46,571 36,285 Foreign net operating loss 35,710 32,895 Research and development expense 4,038 3,246 Tax credits 20,040 20,894 Stock options 28,830 36,485 Accruals 5,719 8,306 Equity investments 8,454 7,011 Bad debts 20,302 14,283 Lease liability 2,205 3,233 Foreign credits 11,113 10,253 Available for sale securities 2,406 4,792 Other 17,448 7,795 Deferred income tax assets 282,192 262,270 Deferred income tax liabilities: Intangible assets (280,962 ) (354,043 ) Fixed assets (5,572 ) (13,710 ) Other (2,325 ) (2,121 ) Deferred income tax liabilities (288,859 ) (369,874 ) Net deferred income tax liabilities (6,667 ) (107,604 ) Valuation allowance (142,062 ) (55,415 ) Net deferred income tax liabilities $ (148,729 ) $ (163,019 ) |
Summary of Changes in Gross Unrecognized Income Tax Benefits | The following summarizes the changes in our gross unrecognized income tax benefits. For the years ended December 31, (In thousands) 2017 2016 2015 Unrecognized tax benefits at beginning of period $ 27,545 $ 8,595 $ 5,890 Gross increases – tax positions in prior period 44 1,443 955 Gross increases – tax positions in current period — 18,472 2,543 Gross decreases – tax positions in prior period (1,724 ) (671 ) (176 ) Lapse of Statute of Limitations (4,518 ) (294 ) (617 ) Unrecognized tax benefits at end of period $ 21,347 $ 27,545 $ 8,595 |
Summary of Significant Elements Contributing to the Difference Between the Federal Statutory Rate and the Effective Tax Rate | The significant elements contributing to the difference between the federal statutory tax rate and the effective tax rate are as follows: For the years ended December 31, 2017 2016 2015 Federal statutory rate 35.0 % 35.0 % 35.0 % State income taxes, net of federal benefit 5.1 % 5.2 % 2.8 % Foreign income tax (5.2 )% 1.2 % (7.8 )% Research and development tax credits 0.6 % 5.4 % — % Non-Deductible components of Convertible Debt 0.1 % 2.2 % (9.4 )% Valuation allowance (28.4 )% 9.5 % 61.1 % Rate change effect (10.8 )% 21.2 % — % Non-deductible items (1.9 )% (1.9 )% (0.7 )% Other (1.0 )% (8.7 )% (1.0 )% Total (6.5 )% 69.1 % 80.0 % |
Reconciliation of Losses Before Income Taxes Between U.S. and Foreign Jurisdictions | The following table reconciles our losses before income taxes between U.S. and foreign jurisdictions: For the years ended December 31, (In thousands) 2017 2016 2015 Pre-tax income (loss): U.S. $ (247,938 ) $ (92,175 ) $ (113,612 ) Foreign (42,077 ) 10,977 (30,091 ) Total $ (290,015 ) $ (81,198 ) $ (143,703 ) |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Leases [Abstract] | |
Schedule of Aggregate Future Minimum Lease Payments Under Non-cancelable Operating Leases | As of December 31, 2017 , the aggregate future minimum lease payments under all non-cancelable operating leases with initial or remaining lease terms in excess of one year are as follows: Year Ending (In thousands) 2018 $ 19,059 2019 15,166 2020 9,360 2021 6,079 2022 3,148 Thereafter 3,542 Total minimum operating lease commitments $ 56,354 |
Schedule of Capital Leased Assets Included Within Property, Plant and Equipment | Capital leases are included within Property, plant and equipment, net in our Consolidated Balance Sheet with imputed interest rates of approximately 2% as follows: Capital leases Year ended December 31, 2017 Automobiles $ 11,137 Less: Accumulated Depreciation (4,366 ) Net capital leases in Property, plant and equipment $ 6,771 |
Schedule of Aggregate Future Minimum Lease Payments Under Non-cancelable Capital Leases | As of December 31, 2017 , the aggregate future minimum lease payments under all non-cancelable capital leases with initial or remaining lease terms in excess of one year are as follows: Year Ending (In thousands) 2018 $ 3,521 2019 3,029 2020 2,440 2021 1,586 2022 410 Thereafter 441 Total minimum capital lease commitments 11,427 Less: Amounts representing interest 242 Net capital liability $ 11,185 Current $ 3,399 Long-term $ 7,786 |
Segments (Tables)
Segments (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Segment Reporting [Abstract] | |
Operations and Assets for Operating Segments and Geographic Information | Information regarding our operations and assets for our operating segments and the unallocated corporate operations as well as geographic information are as follows: For the years ended December 31, (In thousands) 2017 2016 2015 Revenue from services: Pharmaceutical $ — $ — $ — Diagnostics 889,076 1,012,129 329,599 Corporate — — 140 $ 889,076 $ 1,012,129 $ 329,739 Revenue from products: Pharmaceutical $ 107,759 $ 83,467 $ 80,146 Diagnostics — — — Corporate — — — $ 107,759 $ 83,467 $ 80,146 Revenue from transfer of intellectual property: Pharmaceutical $ 70,668 $ 126,065 $ 81,853 Diagnostics — — — Corporate — — — $ 70,668 $ 126,065 $ 81,853 Operating loss: Pharmaceutical $ (87,907 ) $ (9,841 ) $ (40,395 ) Diagnostics (136,540 ) (3,393 ) (10,294 ) Corporate (55,615 ) (60,041 ) (46,512 ) Less: Operating loss attributable to noncontrolling interests — — (1,280 ) $ (280,062 ) $ (73,275 ) $ (98,481 ) Depreciation and amortization: Pharmaceutical $ 27,513 $ 18,254 $ 10,245 Diagnostics 74,442 78,233 31,918 Corporate 138 89 85 $ 102,093 $ 96,576 $ 42,248 Income (loss) from investment in investees: Pharmaceutical $ (12,646 ) $ (7,665 ) $ (7,105 ) Diagnostics (1,825 ) 13 — Corporate — — — $ (14,471 ) $ (7,652 ) $ (7,105 ) Revenues: United States $ 908,971 $ 1,014,389 $ 344,464 Ireland 77,285 137,785 78,989 Chile 44,286 35,364 29,885 Spain 18,285 15,812 16,622 Israel 13,951 15,317 18,107 Mexico 4,605 2,988 3,671 Other 120 6 — $ 1,067,503 $ 1,221,661 $ 491,738 (In thousands) December 31, December 31, Assets: Pharmaceutical $ 1,282,564 $ 1,294,916 Diagnostics 1,241,388 1,408,522 Corporate 60,604 63,181 $ 2,584,556 $ 2,766,619 Goodwill: Pharmaceutical $ 264,313 $ 251,817 Diagnostics 452,786 452,786 Corporate — — $ 717,099 $ 704,603 |
Property, Plant and Equipment, Net by Jurisdiction | The following table reconciles our Property, plant and equipment, net between U.S. and foreign jurisdictions: (In thousands) December 31, 2017 December 31, 2016 PP&E: U.S. $ 89,114 $ 100,716 Foreign 57,443 22,115 Total $ 146,557 $ 122,831 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Summary of Investments Classified as Available for Sale and Carried at Fair Value | A summary of our investments classified as available for sale and carried at fair value, is as follows: As of December 31, 2017 (In thousands) Amortized Cost Gross unrealized gains in Accumulated OCI Gross unrealized losses in Accumulated OCI Fair value Common stock investments, available for sale $ 7,585 $ 5,075 $ (199 ) $ 12,461 As of December 31, 2016 (In thousands) Amortized Cost Gross unrealized gains in Accumulated OCI Gross unrealized losses in Accumulated OCI Fair value Common stock investments, available for sale $ 3,409 $ 1,313 $ (194 ) $ 4,528 |
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis | Our financial assets and liabilities measured at fair value on a recurring basis are as follows: Fair value measurements as of December 31, 2017 (In thousands) Quoted prices in active markets for identical assets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Total Assets: Money market funds $ 107 $ — $ — $ 107 Common stock investments, available for sale 12,461 — — 12,461 Common stock options/warrants — 3,333 — 3,333 Total assets $ 12,568 $ 3,333 $ — $ 15,901 Liabilities: Forward Contracts — 317 — 317 Contingent consideration: $ — $ — $ 41,353 41,353 Total liabilities $ — $ 317 $ 41,353 $ 41,670 Fair value measurements as of December 31, 2016 (In thousands) Quoted prices in active markets for identical assets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Total Assets: Money market funds $ 5,314 $ — $ — $ 5,314 Common stock investments, available for sale 4,528 — — 4,528 Common stock options/warrants — 4,017 — 4,017 Forward contracts — 39 — 39 Total assets $ 9,842 $ 4,056 $ — $ 13,898 Liabilities: Embedded conversion option $ — $ — $ 16,736 $ 16,736 Contingent consideration: — — 45,076 45,076 Total liabilities $ — $ — $ 61,812 $ 61,812 |
The Carrying Amount and Estimated Fair Value of Our Long-term Debt | The fair value of the 2033 Senior Notes is determined using a binomial lattice approach in order to estimate the fair value of the embedded derivative in the 2033 Senior Notes. Refer to Note 6. December 31, 2017 (In thousands) Carrying Value Total Fair Value Level 1 Level 2 Level 3 2033 Senior Notes $ 29,160 $ 32,968 $ — $ — $ 32,968 December 31, 2016 (In thousands) Carrying Value Total Fair Value Level 1 Level 2 Level 3 2033 Senior Notes $ 26,965 $ 45,205 $ — $ — $ 45,205 |
Reconciliation of Beginning and Ending Balances of Level 3 Assets and Liabilities | The following tables reconcile the beginning and ending balances of our Level 3 assets and liabilities as of December 31, 2017 and 2016 : December 31, 2017 (In thousands) Contingent consideration Embedded conversion option Balance at December 31, 2016 $ 45,076 $ 16,736 Total losses (gains) for the period: Included in results of operations (3,423 ) (3,185 ) Foreign currency impact 3 — Payments (303 ) — Reclassification of embedded derivatives to equity — (13,551 ) Balance at December 31, 2017 $ 41,353 $ — December 31, 2016 (In thousands) Contingent Embedded Balance at December 31, 2015 $ 54,422 $ 23,737 Total losses (gains) for the period: Included in results of operations 16,954 (7,001 ) Foreign currency impact (1 ) — Payments (26,299 ) — Balance at December 31, 2016 $ 45,076 $ 16,736 |
Derivative Contracts (Tables)
Derivative Contracts (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Summary of Fair Values and Presentation of Derivative Financial Instruments | The following table summarizes the fair values and the presentation of our derivative financial instruments in the Consolidated Balance Sheets: (In thousands) Balance Sheet Component December 31, December 31, Derivative financial instruments: Common stock options/warrants Investments, net $ 3,333 $ 4,017 Embedded conversion option 2033 Senior Notes, net of discount $ — $ 16,736 Forward contracts Unrealized gains on forward contracts are recorded in Other current assets and prepaid expenses. Unrealized (losses) on forward contracts are recorded in Accrued expenses. $ (317 ) $ 39 |
Summary of the Losses and Gains Recorded for the Changes in Fair Values of Derivative Instruments | The following table summarizes the losses and gains recorded for the years ended December 31, 2017 , 2016 and 2015 : For the years ended December 31, (In thousands) 2017 2016 2015 Derivative gain (loss): Common stock options/warrants $ (2,533 ) $ (4,262 ) $ (2,854 ) 2033 Senior Notes 3,185 7,001 (36,588 ) Forward contracts $ (600 ) $ 39 $ 359 Total $ 52 $ 2,778 $ (39,083 ) |
Selected Quarterly Financial 42
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Selected Quarterly Financial Data (Unaudited) | For the 2017 Quarters Ended (In thousands, except per share data) March 31 June 30 September 30 December 31 Total revenues $ 296,096 $ 314,213 $ 263,495 $ 193,699 Total costs and expenses 337,803 340,656 321,785 347,321 Net income (loss) (30,995 ) (17,528 ) (46,442 ) (213,905 ) Net income (loss) attributable to common shareholders (30,995 ) (17,528 ) (46,442 ) (213,905 ) Earnings (loss) per share, basic $ (0.06 ) $ (0.03 ) $ (0.08 ) $ (0.38 ) Earnings (loss) per share, diluted $ (0.06 ) $ (0.04 ) $ (0.08 ) $ (0.38 ) For the 2016 Quarters Ended (In thousands, except per share data) March 31 June 30 September 30 December 31 Total revenues $ 291,037 $ 357,100 $ 298,035 $ 275,489 Total costs and expenses 318,555 328,834 321,658 325,889 Net income (loss) (11,978 ) 15,533 (14,977 ) (13,661 ) Net income (loss) attributable to common shareholders (11,978 ) 15,533 (14,977 ) (13,661 ) Earnings (loss) per share, basic $ (0.02 ) $ 0.03 $ (0.03 ) $ (0.02 ) Earnings (loss) per share, diluted $ (0.02 ) $ 0.02 $ (0.03 ) $ (0.04 ) |
Business and Organization (Deta
Business and Organization (Details) $ / shares in Units, $ in Millions | 1 Months Ended | 12 Months Ended |
Aug. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2017person | |
Transition Therapeutics, Inc. | ||
Business Acquisition [Line Items] | ||
Total purchase price | $ | $ 58.5 | |
Common Stock | ||
Business Acquisition [Line Items] | ||
Stock price (in dollars per share) | $ / shares | $ 9.10 | |
Common Stock | Transition Therapeutics, Inc. | ||
Business Acquisition [Line Items] | ||
Common stock received, in shares (in shares) | shares | 6,431,899 | |
Diagnostics | ||
Business Acquisition [Line Items] | ||
Sales force, persons (in persons) | person | 400 |
Summary of Significant Accoun44
Summary of Significant Accounting Policies (Details) | 12 Months Ended | |||
Dec. 31, 2017USD ($)Segment | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Jun. 30, 2016USD ($) | |
Summary of Significant Accounting Policies [Line Items] | ||||
Inventory write-down | $ 5,400,000 | $ 0 | ||
Goodwill and intangible assets | 2,000,000,000 | 2,100,000,000 | ||
Impairment of intangible assets | 13,194,000 | 0 | $ 0 | |
Indefinite-lived intangible assets (excluding goodwill) | 647,347,000 | 644,713,000 | ||
Amortization of intangible assets | 84,678,000 | 64,407,000 | 27,977,000 | |
Amortization expense in 2018 | 66,900,000 | |||
Amortization expense in 2019 | 64,200,000 | |||
Amortization expense in 2020 | 58,200,000 | |||
Amortization expense in 2021 | 52,200,000 | |||
Amortization expense in 2022 | 51,900,000 | |||
Depreciation | 30,600,000 | $ 33,300,000 | $ 14,200,000 | |
Provisional income tax expense as result of Tax Cuts and Jobs Act | $ 31,800,000 | |||
Federal statutory rate | 35.00% | 35.00% | 35.00% | |
Accrual related to uncertain tax positions included in income tax benefit | $ 2,500,000 | |||
Revenue from products | 107,759,000 | $ 83,467,000 | $ 80,146,000 | |
Deferred revenue | 105,200,000 | 162,400,000 | ||
Revenue from transfer of intellectual property and other | 70,668,000 | 126,065,000 | 81,853,000 | |
Less: allowance for doubtful accounts | (66,424,000) | (36,268,000) | ||
Provision for doubtful accounts | 107,300,000 | 83,500,000 | ||
Equity-based compensation expense for continuing operations | $ 28,307,000 | 42,693,000 | 26,074,000 | |
Number of reportable segments | Segment | 2 | |||
Foreign currency transaction gains | $ 1,400,000 | 800,000 | (2,400,000) | |
Decrease to deferred tax liabilities | $ (148,729,000) | (165,331,000) | ||
Adoption of ASU 2016-09 | 31,665,000 | |||
Minimum | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Intangible assets, estimated useful lives | 3 years | |||
Estimated tax exposure range | $ 0 | |||
Maximum | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Intangible assets, estimated useful lives | 20 years | |||
Estimated tax exposure range | $ 50,000,000 | |||
Computer Software, Intangible Asset | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Property, plant and equipment, useful life | 3 years | |||
Machinery, Medical and Other Equipment | Minimum | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Property, plant and equipment, useful life | 5 years | |||
Machinery, Medical and Other Equipment | Maximum | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Property, plant and equipment, useful life | 8 years | |||
Furniture and Fixtures | Minimum | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Property, plant and equipment, useful life | 5 years | |||
Furniture and Fixtures | Maximum | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Property, plant and equipment, useful life | 12 years | |||
Land, Buildings and Improvements | Minimum | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Property, plant and equipment, useful life | 10 years | |||
Land, Buildings and Improvements | Maximum | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Property, plant and equipment, useful life | 40 years | |||
Automobiles and Aircraft | Minimum | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Property, plant and equipment, useful life | 3 years | |||
Automobiles and Aircraft | Maximum | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Property, plant and equipment, useful life | 5 years | |||
Pfizer | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Revenue from transfer of intellectual property and other | $ 57,800,000 | 70,600,000 | 65,500,000 | |
TESARO | Collaborative Arrangement | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Milestone payment received | $ 10,000,000 | $ 15,000,000 | ||
VFMCRP Agreement | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Revenue from transfer of intellectual property and other | $ 50,000,000 | |||
Sales Revenue, Net | Government Contracts Concentration Risk | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Percentage of revenue contributed by customer | 31.00% | |||
Accounts Receivable | Government Contracts Concentration Risk | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Percentage of revenue contributed by customer | 16.00% | 23.00% | ||
Self-Pay | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Percentage of revenue contributed by customer | 3.20% | 4.10% | ||
Scenario, Adjustment | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Indefinite-lived intangible assets (excluding goodwill) | $ (187,600,000) | $ (187,600,000) | ||
In Process Research and Development | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Intangible assets, estimated useful lives | 12 years | |||
Internal Revenue Service (IRS) | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Federal statutory rate | 35.00% | |||
Finite-Lived Intangible Assets | Scenario, Adjustment | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Indefinite-lived intangible assets (excluding goodwill) | $ 187,600,000 | |||
Rayaldee | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Revenue from products | $ 9,100,000 | 0 | ||
Deferred revenue | 1,600,000 | |||
Provision for doubtful accounts | 3,413,000 | |||
Accumulated Deficit | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Adoption of ASU 2016-09 | $ 31,665,000 | |||
Accounting Standards Update 2016-09, Excess Tax Benefit Component | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Decrease to deferred tax liabilities | 31,700,000 | |||
Accounting Standards Update 2016-09, Excess Tax Benefit Component | Accumulated Deficit | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Adoption of ASU 2016-09 | 31,700,000 | |||
VARUBI | ||||
Summary of Significant Accounting Policies [Line Items] | ||||
Impairment of intangible assets | $ 13,200,000 |
Summary of Significant Accoun45
Summary of Significant Accounting Policies - Schedule of Product Sales Allowances and Accruals (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||
Provision related to current period sales | $ (107,300) | $ (83,500) |
Rayaldee | ||
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||
Beginning balance | 0 | |
Provision related to current period sales | (3,413) | |
Credits or payments made | (2,395) | |
Ending balance | 1,018 | 0 |
Total gross Rayaldee sales | $ 12,482 | |
Provision for Rayaldee sales allowances and accruals as a percentage of gross Rayaldee sales | 27.00% | |
Rayaldee | Chargebacks, discounts, rebates and fees | ||
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||
Beginning balance | $ 0 | |
Provision related to current period sales | (1,591) | |
Credits or payments made | (1,358) | |
Ending balance | 233 | 0 |
Rayaldee | Governmental | ||
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||
Beginning balance | 0 | |
Provision related to current period sales | (1,332) | |
Credits or payments made | (984) | |
Ending balance | 348 | 0 |
Rayaldee | Returns | ||
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||
Beginning balance | 0 | |
Provision related to current period sales | (490) | |
Credits or payments made | (53) | |
Ending balance | $ 437 | $ 0 |
Loss Per Share - Narrative (Det
Loss Per Share - Narrative (Details) - shares | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Number of common stock warrant and common stock options exercised (in shares) | 1,720,649 | 3,420,697 | 25,686,153 |
Number of common stock issued for stock warrant and stock options exercised (in shares) | 1,447,792 | 3,292,753 | 24,466,106 |
Shares surrendered in lieu of cash payment (in shares) | 272,857 | 127,944 | 1,220,047 |
Common stock investments, available for sale | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potential common shares excluded from diluted net loss per share calculation (in shares) | 6,255,624 | 9,494,999 | 14,269,717 |
Acquisitions, Investments, an47
Acquisitions, Investments, and Licenses - Narrative (Details) - USD ($) | Jul. 09, 2015 | Nov. 30, 2017 | Apr. 30, 2017 | Aug. 31, 2016 | Jun. 30, 2016 | Jun. 30, 2012 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jun. 30, 2015 |
Business Acquisition [Line Items] | ||||||||||
Ownership percentage | 4.00% | |||||||||
Total assets of equity method investees | $ 396,300,000 | |||||||||
Total liabilities of equity method investees | 201,800,000 | |||||||||
Net losses of equity method investees | 130,900,000 | |||||||||
Market value of equity method investees | 54,800,000 | |||||||||
Business combination, separately recognized transactions, net gains and losses | $ 2,500,000 | |||||||||
Gain (loss) on sale of investments | 8,663,000 | (2,321,000) | $ (7,091,000) | |||||||
Gain on deconsolidation of SciVac | 0 | 0 | 15,940,000 | |||||||
Write down to other assets | 8,800,000 | |||||||||
Common Stock | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Stock price (in dollars per share) | $ 9.10 | |||||||||
Transition Therapeutics, Inc. | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Total purchase price | $ 58,500,000 | |||||||||
Transition Therapeutics, Inc. | Common Stock | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Common stock received, in shares (in shares) | 6,431,899 | |||||||||
Eloxx Pharmaceuticals | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Business combination, separately recognized transactions, net gains and losses | 2,500,000 | |||||||||
Levon Resources Ltd | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Stock ownership percentage | 24.50% | |||||||||
Cash contribution | $ 21,200,000 | |||||||||
Cocrystal Pharma | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Ownership percentage | 9.00% | |||||||||
Xenetic Biosciences, Inc. | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Other-than-temporary impairment charge | $ 600,000 | |||||||||
Warrants to purchase common shares (in shares) | 500,000 | |||||||||
RXi | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Warrants to purchase common shares (in shares) | 200,000 | |||||||||
Xenetic, RXi And ARNO | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Other-than-temporary impairment charge | 4,800,000 | |||||||||
NIMS | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Ownership percentage | 1.00% | |||||||||
Neovasc | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Ownership percentage | 5.00% | |||||||||
Warrants to purchase common shares (in shares) | 4,900,000 | |||||||||
Payments to acquire equity method investments | $ 3,000,000 | |||||||||
BioCardia, Inc. | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Ownership percentage | 5.00% | |||||||||
Warrants to purchase common shares (in shares) | 400,000 | |||||||||
Vested warrants (in shares) | 100,000 | |||||||||
Cocrystal | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Warrants to purchase common shares (in shares) | 1,000,000 | |||||||||
Payments to acquire equity method investments | $ 1,000,000 | $ 2,000,000 | ||||||||
Chromadex Corporation | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Available-for-sale investments, ownership percentage | 1.00% | |||||||||
MabVax | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Available-for-sale investments, ownership percentage | 2.00% | |||||||||
MabVax | Common Stock | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Warrants to purchase common shares (in shares) | 415,800 | |||||||||
InCellDx Inc. | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Warrants to purchase common shares (in shares) | 700,000 | |||||||||
Eloxx Pharmaceuticals | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Available-for-sale investments, ownership percentage | 5.00% | |||||||||
Zebra | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Ownership percentage | 29.00% | |||||||||
Zebra | Series A Preferred Stock | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Investment owned, shares (in shares) | 1,260,000 | |||||||||
Zebra | Restricted Stock | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Investment owned, shares (in shares) | 900,000 | |||||||||
VBI Vaccines Inc | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Payments to acquire equity method investments | $ 5,700,000 | |||||||||
Equity method investment, number of shares purchased in period | 1,362,370 | |||||||||
Pharmsynthez | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Ownership percentage | 9.00% | |||||||||
Levon Resources Ltd | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Ownership percentage | 10.00% | |||||||||
InCellDx, Inc | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Ownership percentage | 29.00% | |||||||||
RXi | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Available-for-sale investments, ownership percentage | 2.00% | |||||||||
Other Income (Expense), Net | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Gain (loss) on sale of investments | $ 1,500,000 | $ 0 | $ 0 | |||||||
Other Operating Income (Expense) | SciVac | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Gain on deconsolidation of SciVac | $ 15,900,000 | |||||||||
Variable Interest Entity, Not Primary Beneficiary | Zebra | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Ownership percentage | 29.00% | |||||||||
Variable Interest Entity, Primary Beneficiary | SciVac | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Stock ownership percentage | 50.00% | |||||||||
Additional working capital | $ 7,900,000 |
Acquisitions, Investments, an48
Acquisitions, Investments, and Licenses - Transition Therapeutics Purchase Price Allocation (Details) (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Aug. 31, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 717,099 | $ 704,603 | $ 743,348 | |
Transition Therapeutics, Inc. | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | $ 15,878 | |||
Goodwill | 3,453 | |||
Other assets | 634 | |||
Accounts payable and other liabilities | (1,035) | |||
Deferred tax liability | (1,400) | |||
Total purchase price | 58,530 | |||
In Process Research and Development | Transition Therapeutics, Inc. | ||||
Business Acquisition [Line Items] | ||||
IPR&D assets | $ 41,000 |
Acquisitions, Investments, an49
Acquisitions, Investments, and Licenses - Summary of Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Long-term Investments [Abstract] | ||
Equity method investments, carrying value | $ 23,338 | |
Variable interest entity, equity method, carrying value | 402 | |
Available for sale investments, carrying value | 12,461 | |
Cost method investment | 1,108 | |
Warrants and options | 3,333 | |
Total carrying value of investments | 40,642 | $ 41,139 |
Equity method Investments, underlying equity in net assets | 18,210 | |
Variable interest entity, equity method, underlying equity in net assets | $ 0 |
Composition of Certain Financ50
Composition of Certain Financial Statement Captions (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Accounts receivable, net | ||
Accounts receivable | $ 231,940 | $ 256,552 |
Less: allowance for doubtful accounts | (66,424) | (36,268) |
Accounts receivable, net | 165,516 | 220,284 |
Inventories, net | ||
Consumable supplies | 21,546 | 23,448 |
Finished products | 21,012 | 16,143 |
Work in-process | 5,873 | 3,896 |
Raw materials | 7,467 | 4,686 |
Less: inventory reserve | (6,565) | (945) |
Inventory, net | 49,333 | 47,228 |
Other current assets and prepaid expenses | ||
Other receivables | 3,398 | 13,021 |
Taxes recoverable | 18,138 | 16,187 |
Prepaid supplies | 8,207 | 6,952 |
Prepaid insurance | 3,532 | 3,688 |
Other | 3,838 | 7,508 |
Prepaid expenses and other current assets | 37,113 | 47,356 |
Property, plant and equipment, net: | ||
Machinery, medical and other equipment | 112,961 | 100,100 |
Leasehold improvements | 34,121 | 30,122 |
Furniture and fixtures | 11,540 | 11,247 |
Automobiles and aircraft | 11,137 | 13,342 |
Software | 12,469 | 10,990 |
Building | 8,227 | 5,696 |
Land | 2,552 | 2,264 |
Construction in process | 39,397 | 5,848 |
Less: accumulated depreciation | (85,847) | (56,778) |
Property, plant and equipment, net | 146,557 | 122,831 |
Intangible assets, net: | ||
Less: accumulated amortization | (198,935) | (123,207) |
Intangible assets, net | 683,835 | 763,976 |
Accrued expenses: | ||
Deferred revenue | 46,189 | 73,434 |
Employee benefits | 50,377 | 43,792 |
Taxes payable | 4,609 | 4,430 |
Contingent consideration | 11,750 | 259 |
Clinical trials | 12,191 | 5,935 |
Capital leases short-term | 3,399 | 3,025 |
Milestone payment | 4,868 | 4,865 |
Professional fees | 2,355 | 4,035 |
Other | 79,364 | 58,180 |
Accrued expenses | 215,102 | 197,955 |
Other long-term liabilities: | ||
Deferred revenue | 58,989 | 89,016 |
Line of credit | 104,152 | 38,809 |
Contingent consideration | 29,603 | 44,817 |
Capital leases long-term | 7,786 | 7,216 |
Mortgages and other debts payable | 1,567 | 717 |
Other | 17,857 | 21,908 |
Other long-term liabilities | 219,954 | 202,483 |
Customer relationships | ||
Intangible assets, net: | ||
Intangible assets | 448,345 | 443,560 |
Technologies | ||
Intangible assets, net: | ||
Intangible assets | 340,921 | 340,397 |
Trade names | ||
Intangible assets, net: | ||
Intangible assets | 50,553 | 50,442 |
Covenants not to compete | ||
Intangible assets, net: | ||
Intangible assets | 16,372 | 16,348 |
Licenses | ||
Intangible assets, net: | ||
Intangible assets | 10,305 | 23,506 |
Product registrations | ||
Intangible assets, net: | ||
Intangible assets | 10,475 | 7,641 |
Other | ||
Intangible assets, net: | ||
Intangible assets | $ 5,799 | $ 5,289 |
Composition of Certain Financ51
Composition of Certain Financial Statement Captions - Fair Value Assigned to Intangible Asset Classes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||||||||||||
Dec. 31, 2017 | Dec. 31, 2016 | Aug. 31, 2016 | Dec. 31, 2015 | Aug. 31, 2015 | May 31, 2015 | Aug. 31, 2013 | Dec. 31, 2012 | Aug. 31, 2012 | Dec. 31, 2011 | Feb. 28, 2011 | Feb. 28, 2010 | Oct. 31, 2009 | |
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Goodwill | $ 717,099 | $ 704,603 | $ 743,348 | ||||||||||
Product registrations | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Weighted average amortization period | 9 years | ||||||||||||
Covenants not to compete | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Weighted average amortization period | 5 years | ||||||||||||
BioReference | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | $ 446,500 | $ 545,250 | |||||||||||
Goodwill | $ 401,800 | 401,821 | |||||||||||
BioReference | Technologies | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | 100,600 | ||||||||||||
BioReference | In-process research and development | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | 0 | ||||||||||||
BioReference | Customer relationships | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | 389,800 | ||||||||||||
BioReference | Product registrations | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | 0 | ||||||||||||
BioReference | Covenants not to compete | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | 7,750 | ||||||||||||
BioReference | Trade names | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | 47,100 | ||||||||||||
BioReference | Other | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | $ 0 | ||||||||||||
CURNA | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | $ 10,290 | ||||||||||||
Goodwill | 4,827 | ||||||||||||
CURNA | Technologies | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | 0 | ||||||||||||
CURNA | In-process research and development | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | 10,000 | ||||||||||||
CURNA | Customer relationships | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | 0 | ||||||||||||
CURNA | Product registrations | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | 0 | ||||||||||||
CURNA | Covenants not to compete | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | 0 | ||||||||||||
CURNA | Trade names | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | 0 | ||||||||||||
CURNA | Other | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | $ 290 | ||||||||||||
EirGen | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | $ 38,634 | ||||||||||||
Goodwill | 83,373 | ||||||||||||
EirGen | Technologies | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | 0 | ||||||||||||
EirGen | In-process research and development | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | 560 | ||||||||||||
EirGen | Customer relationships | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | 34,155 | ||||||||||||
EirGen | Product registrations | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | 0 | ||||||||||||
EirGen | Covenants not to compete | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | 0 | ||||||||||||
EirGen | Trade names | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | 0 | ||||||||||||
EirGen | Other | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | $ 3,919 | ||||||||||||
FineTech | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | $ 18,800 | ||||||||||||
Goodwill | 11,623 | ||||||||||||
FineTech | Technologies | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | 2,700 | ||||||||||||
FineTech | In-process research and development | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | 0 | ||||||||||||
FineTech | Customer relationships | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | 14,200 | ||||||||||||
FineTech | Product registrations | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | 0 | ||||||||||||
FineTech | Covenants not to compete | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | 1,500 | ||||||||||||
FineTech | Trade names | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | 400 | ||||||||||||
FineTech | Other | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | $ 0 | ||||||||||||
OPKO Biologics | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | $ 590,200 | ||||||||||||
Goodwill | 139,784 | ||||||||||||
OPKO Biologics | Technologies | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | 0 | ||||||||||||
OPKO Biologics | In-process research and development | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | 590,200 | ||||||||||||
OPKO Biologics | Customer relationships | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | 0 | ||||||||||||
OPKO Biologics | Product registrations | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | 0 | ||||||||||||
OPKO Biologics | Covenants not to compete | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | 0 | ||||||||||||
OPKO Biologics | Trade names | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | 0 | ||||||||||||
OPKO Biologics | Other | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | $ 0 | ||||||||||||
OPKO Chile | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | $ 10,806 | ||||||||||||
Goodwill | 5,441 | ||||||||||||
OPKO Chile | Technologies | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | 0 | ||||||||||||
OPKO Chile | In-process research and development | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | 0 | ||||||||||||
OPKO Chile | Customer relationships | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | 3,945 | ||||||||||||
OPKO Chile | Product registrations | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | 5,829 | ||||||||||||
OPKO Chile | Covenants not to compete | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | 0 | ||||||||||||
OPKO Chile | Trade names | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | 1,032 | ||||||||||||
OPKO Chile | Other | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | 0 | ||||||||||||
OPKO Diagnostics | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | 44,400 | ||||||||||||
Goodwill | 17,977 | ||||||||||||
OPKO Diagnostics | Technologies | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | 44,400 | ||||||||||||
OPKO Diagnostics | In-process research and development | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | 0 | ||||||||||||
OPKO Diagnostics | Customer relationships | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | 0 | ||||||||||||
OPKO Diagnostics | Product registrations | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | 0 | ||||||||||||
OPKO Diagnostics | Covenants not to compete | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | 0 | ||||||||||||
OPKO Diagnostics | Trade names | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | 0 | ||||||||||||
OPKO Diagnostics | Other | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | $ 0 | ||||||||||||
OPKO Health Europe | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | $ 8,378 | ||||||||||||
Goodwill | 8,062 | ||||||||||||
OPKO Health Europe | Technologies | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | 3,017 | ||||||||||||
OPKO Health Europe | In-process research and development | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | 1,459 | ||||||||||||
OPKO Health Europe | Customer relationships | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | 436 | ||||||||||||
OPKO Health Europe | Product registrations | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | 2,930 | ||||||||||||
OPKO Health Europe | Covenants not to compete | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | 187 | ||||||||||||
OPKO Health Europe | Trade names | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | 349 | ||||||||||||
OPKO Health Europe | Other | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | $ 0 | ||||||||||||
OPKO Lab | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | $ 14,030 | ||||||||||||
Goodwill | 29,629 | ||||||||||||
OPKO Lab | Technologies | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | 1,370 | ||||||||||||
OPKO Lab | In-process research and development | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | 0 | ||||||||||||
OPKO Lab | Customer relationships | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | 3,860 | ||||||||||||
OPKO Lab | Product registrations | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | 0 | ||||||||||||
OPKO Lab | Covenants not to compete | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | 6,900 | ||||||||||||
OPKO Lab | Trade names | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | 1,830 | ||||||||||||
OPKO Lab | Other | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | $ 70 | ||||||||||||
OPKO Renal | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | $ 191,740 | ||||||||||||
Goodwill | 2,411 | ||||||||||||
OPKO Renal | Technologies | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | 0 | ||||||||||||
OPKO Renal | In-process research and development | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | 191,530 | ||||||||||||
OPKO Renal | Customer relationships | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | 0 | ||||||||||||
OPKO Renal | Product registrations | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | 0 | ||||||||||||
OPKO Renal | Covenants not to compete | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | 0 | ||||||||||||
OPKO Renal | Trade names | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | 0 | ||||||||||||
OPKO Renal | Other | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | $ 210 | ||||||||||||
Transition Therapeutics, Inc. | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | $ 41,000 | ||||||||||||
Goodwill | 3,453 | ||||||||||||
Transition Therapeutics, Inc. | Technologies | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | 0 | ||||||||||||
Transition Therapeutics, Inc. | In-process research and development | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | 41,000 | ||||||||||||
Transition Therapeutics, Inc. | Customer relationships | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | 0 | ||||||||||||
Transition Therapeutics, Inc. | Product registrations | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | 0 | ||||||||||||
Transition Therapeutics, Inc. | Covenants not to compete | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | 0 | ||||||||||||
Transition Therapeutics, Inc. | Trade names | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | 0 | ||||||||||||
Transition Therapeutics, Inc. | Other | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Total identified intangible assets | $ 0 | ||||||||||||
Minimum | Technologies | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Weighted average amortization period | 8 years | ||||||||||||
Minimum | Customer relationships | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Weighted average amortization period | 6 years | ||||||||||||
Minimum | Trade names | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Weighted average amortization period | 4 years | ||||||||||||
Minimum | Other | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Weighted average amortization period | 3 years | ||||||||||||
Maximum | Technologies | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Weighted average amortization period | 12 years | ||||||||||||
Maximum | Customer relationships | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Weighted average amortization period | 20 years | ||||||||||||
Maximum | Trade names | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Weighted average amortization period | 5 years | ||||||||||||
Maximum | Other | |||||||||||||
Fair values assigned to major intangible asset classes upon each acquisition | |||||||||||||
Weighted average amortization period | 10 years |
Composition of Certain Financ52
Composition of Certain Financial Statement Captions - Narrative (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 | Jun. 30, 2016 |
Summary of Significant Accounting Policies [Line Items] | |||
Indefinite-lived intangible assets (excluding goodwill) | $ 647,347 | $ 644,713 | |
Scenario, Adjustment | |||
Summary of Significant Accounting Policies [Line Items] | |||
Indefinite-lived intangible assets (excluding goodwill) | $ (187,600) | $ (187,600) | |
Finite-Lived Intangible Assets | Scenario, Adjustment | |||
Summary of Significant Accounting Policies [Line Items] | |||
Indefinite-lived intangible assets (excluding goodwill) | $ 187,600 |
Composition of Certain Financ53
Composition of Certain Financial Statement Captions - Changes in Allowance for Doubtful Accounts, Provision for Inventory Reserve and Tax Valuation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Allowance for doubtful accounts | ||
Allowance for doubtful accounts for inventory reserve and tax valuation | ||
Beginning balance | $ (36,268) | $ (25,168) |
Charged to expense | (107,256) | (83,463) |
Written-off | 77,047 | 68,840 |
Charged to other | 53 | 3,523 |
Ending balance | (66,424) | (36,268) |
Inventory reserve | ||
Allowance for doubtful accounts for inventory reserve and tax valuation | ||
Beginning balance | (945) | (1,051) |
Charged to expense | (5,390) | (20) |
Written-off | (230) | 296 |
Charged to other | 0 | (170) |
Ending balance | (6,565) | (945) |
Tax valuation allowance | ||
Allowance for doubtful accounts for inventory reserve and tax valuation | ||
Beginning balance | (55,415) | (42,147) |
Charged to expense | (82,358) | 7,726 |
Written-off | 0 | 0 |
Charged to other | (4,289) | (20,994) |
Ending balance | $ (142,062) | $ (55,415) |
Composition of Certain Financ54
Composition of Certain Financial Statement Captions - Changes in Goodwill (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill [Roll Forward] | ||
Beginning balance | $ 704,603 | $ 743,348 |
Purchase Accounting Adj | 0 | (35,884) |
Foreign exchange and other | 12,496 | (2,861) |
Ending balance | 717,099 | 704,603 |
BioReference Laboratories, Inc. | ||
Goodwill [Roll Forward] | ||
Ending balance | 401,800 | |
Pharmaceutical | CURNA | ||
Goodwill [Roll Forward] | ||
Beginning balance | 4,827 | 4,827 |
Purchase Accounting Adj | 0 | 0 |
Foreign exchange and other | 0 | 0 |
Ending balance | 4,827 | 4,827 |
Pharmaceutical | EirGen Pharma Limited | ||
Goodwill [Roll Forward] | ||
Beginning balance | 78,358 | 81,139 |
Purchase Accounting Adj | 0 | 0 |
Foreign exchange and other | 10,868 | (2,781) |
Ending balance | 89,226 | 78,358 |
Pharmaceutical | FineTech | ||
Goodwill [Roll Forward] | ||
Beginning balance | 11,698 | 11,698 |
Purchase Accounting Adj | 0 | 0 |
Foreign exchange and other | 0 | 0 |
Ending balance | 11,698 | 11,698 |
Pharmaceutical | OPKO Biologics | ||
Goodwill [Roll Forward] | ||
Beginning balance | 139,784 | 139,784 |
Purchase Accounting Adj | 0 | 0 |
Foreign exchange and other | 0 | 0 |
Ending balance | 139,784 | 139,784 |
Pharmaceutical | OPKO Chile | ||
Goodwill [Roll Forward] | ||
Beginning balance | 4,785 | 4,517 |
Purchase Accounting Adj | 0 | 0 |
Foreign exchange and other | 418 | 268 |
Ending balance | 5,203 | 4,785 |
Pharmaceutical | OPKO Health Europe | ||
Goodwill [Roll Forward] | ||
Beginning balance | 6,936 | 7,191 |
Purchase Accounting Adj | 0 | 0 |
Foreign exchange and other | 962 | (255) |
Ending balance | 7,898 | 6,936 |
Pharmaceutical | OPKO Renal | ||
Goodwill [Roll Forward] | ||
Beginning balance | 2,069 | 2,069 |
Purchase Accounting Adj | 0 | 0 |
Foreign exchange and other | 0 | 0 |
Ending balance | 2,069 | 2,069 |
Pharmaceutical | Transition Therapeutics, Inc. | ||
Goodwill [Roll Forward] | ||
Beginning balance | 3,360 | 0 |
Purchase Accounting Adj | 0 | 3,453 |
Foreign exchange and other | 248 | (93) |
Ending balance | 3,608 | 3,360 |
Diagnostics | BioReference Laboratories, Inc. | ||
Goodwill [Roll Forward] | ||
Beginning balance | 401,821 | 441,158 |
Purchase Accounting Adj | 0 | (39,337) |
Foreign exchange and other | 0 | 0 |
Ending balance | 401,821 | 401,821 |
Diagnostics | OPKO Diagnostics | ||
Goodwill [Roll Forward] | ||
Beginning balance | 17,977 | 17,977 |
Purchase Accounting Adj | 0 | 0 |
Foreign exchange and other | 0 | 0 |
Ending balance | 17,977 | 17,977 |
Diagnostics | OPKO Lab | ||
Goodwill [Roll Forward] | ||
Beginning balance | 32,988 | 32,988 |
Purchase Accounting Adj | 0 | 0 |
Foreign exchange and other | 0 | 0 |
Ending balance | $ 32,988 | $ 32,988 |
Debt - Narrative (Details)
Debt - Narrative (Details) | Dec. 22, 2017USD ($) | Aug. 07, 2017USD ($) | Mar. 17, 2017USD ($) | Feb. 01, 2017USD ($) | Nov. 05, 2015USD ($) | Apr. 01, 2015dconversion_right$ / sharesRate | Jan. 30, 2013USD ($)d | Feb. 01, 2017USD ($) | Jan. 31, 2013d$ / sharesRate | Dec. 31, 2017USD ($)institution$ / sharesRate | Dec. 31, 2016USD ($)institution$ / sharesRate | Dec. 31, 2015USD ($)$ / sharesRate | Dec. 31, 2016USD ($)institution$ / sharesshares | Aug. 31, 2015USD ($) | Aug. 31, 2012USD ($) |
Debt Instrument [Line Items] | |||||||||||||||
Gain on embedded derivative | $ 3,200,000 | ||||||||||||||
Embedded conversion option | $ 13,600,000 | $ 13,600,000 | |||||||||||||
Credit line capacity | $ 197,320,000 | ||||||||||||||
Goodwill | $ 717,099,000 | $ 704,603,000 | $ 743,348,000 | $ 704,603,000 | |||||||||||
Number of financial institutions | institution | 11 | 10 | 10 | ||||||||||||
BioReference Laboratories, Inc. | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Net assets | $ 900,000,000 | ||||||||||||||
Goodwill | 401,800,000 | $ 401,821,000 | |||||||||||||
Intangible assets | $ 446,500,000 | $ 545,250,000 | |||||||||||||
OPKO Health Europe | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Goodwill | $ 8,062,000 | ||||||||||||||
Intangible assets | $ 8,378,000 | ||||||||||||||
Weighted average interest rate | 3.00% | 3.20% | 3.20% | ||||||||||||
Minimum | OPKO Health Europe | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Variable interest rates | 1.80% | ||||||||||||||
Maximum | OPKO Health Europe | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Variable interest rates | 6.30% | ||||||||||||||
Notes | Notes Due February 1, 2033 | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Debt face amount | $ 175,000,000 | ||||||||||||||
Interest rate of notes payable | 3.00% | 3.00% | 3.00% | 3.00% | 3.00% | ||||||||||
Equivalent redemption price | 100.00% | ||||||||||||||
Conversion rate | Rate | 14.14827% | 14.14827% | 14.14827% | 14.14827% | 14.14827% | ||||||||||
Conversion price (in dollars per share) | $ / shares | $ 7.07 | $ 7.07 | $ 7.07 | $ 7.07 | $ 7.07 | $ 7.07 | |||||||||
Convertible debt, threshold percentage of stock price trigger | 130.00% | 130.00% | |||||||||||||
Threshold trading days | d | 20 | ||||||||||||||
Number of consecutive trading days applicable conversion price | d | 30 | ||||||||||||||
Common stock trigger price (in dollars per share) | $ / shares | $ 9.19 | ||||||||||||||
Conversion rights triggered | conversion_right | 1 | ||||||||||||||
Estimated credit spread | Rate | 7.61% | 7.65% | 11.42% | ||||||||||||
Notes | Notes Due February 1, 2033 | Minimum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Threshold trading days | d | 20 | ||||||||||||||
Notes | Notes Due February 1, 2033 | Maximum | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Number of consecutive trading days applicable conversion price | d | 30 | ||||||||||||||
Notes | Notes Due February 1, 2033 | On or after February 1, 2017 and before February 1, 2019 | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Equivalent redemption price | 100.00% | ||||||||||||||
Convertible Debt | Notes Due February 1, 2033 | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Convertible notes, conversion | $ 143,200,000 | ||||||||||||||
Line of Credit | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Weighted average interest rate | 4.20% | 4.70% | 4.70% | ||||||||||||
Common stock investments, available for sale | Convertible Debt | Notes Due February 1, 2033 | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Convertible debt, stock issued from conversion (in shares) | shares | 21,539,873 | ||||||||||||||
Revolving Credit Facility | Line of Credit | New Credit Agreement | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Credit line capacity | $ 175,000,000 | ||||||||||||||
Higher borrowing capacity option | $ 275,000,000 | ||||||||||||||
Total availability under credit agreement | $ 104,200,000 | ||||||||||||||
Commitment fee percentage | 0.50% | ||||||||||||||
Intercompany loan maximum borrowing capacity | $ 45,000,000 | $ 35,000,000 | $ 55,000,000 | ||||||||||||
Bridge Loan | Line of Credit | New Credit Agreement | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Credit line capacity | $ 20,000,000 | ||||||||||||||
Letter of Credit | Line of Credit | New Credit Agreement | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Credit line capacity | $ 20,000,000 | ||||||||||||||
LIBOR | Revolving Credit Facility | Line of Credit | New Credit Agreement | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Estimated credit spread | 2.50% | ||||||||||||||
LIBOR, First 12 Months | Revolving Credit Facility | Line of Credit | New Credit Agreement | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Estimated credit spread | 0.35% | ||||||||||||||
LIBOR, thereafter | Revolving Credit Facility | Line of Credit | New Credit Agreement | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Estimated credit spread | 0.50% | ||||||||||||||
LIBOR, First 12 Months, Adjusted for Eurocurrency Liabilities | Revolving Credit Facility | Line of Credit | New Credit Agreement | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Estimated credit spread | 1.35% | ||||||||||||||
LIBOR, Thereafter, Adjusted for Eurocurrency Liabilities | Revolving Credit Facility | Line of Credit | New Credit Agreement | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Estimated credit spread | 1.50% | ||||||||||||||
Additional Paid-In Capital | |||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||
Embedded conversion option, conversion | $ 13,600,000 |
Debt - Notes (Details)
Debt - Notes (Details) - USD ($) $ in Thousands | Feb. 01, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Roll Forward] | ||||
Amortization of debt discount, debt issuance cost | $ 224 | $ 237 | $ 1,212 | |
Change in fair value of derivative instruments | (52) | (2,778) | 39,083 | |
Embedded conversion option, ending balance | $ 13,600 | |||
Senior Notes | ||||
Debt Instrument [Roll Forward] | ||||
Embedded conversion option, beginning balance | 16,736 | 23,737 | ||
Convertible notes, beginning balance | 31,850 | 32,200 | ||
Discount, beginning balance | (4,612) | (6,525) | ||
Debt issuance costs, net beginning balance | (273) | (426) | ||
Total, beginning balance | 43,701 | 48,986 | ||
Amortization of debt discount, discount | 2,047 | 1,913 | ||
Amortization of debt discount, debt issuance cost | 148 | 153 | ||
Amortization of debt discount and debt issuance costs | 2,195 | 2,066 | ||
Change in fair value of derivative instruments | (3,185) | (7,001) | ||
Conversion | 0 | |||
2033 Senior Notes, conversion | (350) | |||
Discount, conversion | 0 | |||
Conversion of debt issuance cost | 0 | |||
Conversion total | (350) | |||
Embedded conversion option, conversion | (13,551) | |||
Embedded conversion option, ending balance | 0 | 16,736 | 23,737 | |
Convertible notes, ending balance | 31,850 | 31,850 | 32,200 | |
Discount, ending balance | (2,565) | (4,612) | (6,525) | |
Debt issuance costs, net ending balance | (125) | (273) | (426) | |
Total, ending balance | $ 29,160 | $ 43,701 | $ 48,986 |
Debt - Inputs Used In Lattice M
Debt - Inputs Used In Lattice Model (Details) - Notes - Notes Due February 1, 2033 - $ / shares | Apr. 01, 2015 | Jan. 31, 2013 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | |||||
Stock price (in dollars per share) | $ 8.63 | $ 9.30 | $ 10.05 | ||
Conversion Rate | 14.14827% | 14.14827% | 14.14827% | 14.14827% | 14.14827% |
Conversion price (in dollars per share) | $ 7.07 | $ 7.07 | $ 7.07 | $ 7.07 | $ 7.07 |
Risk-free interest rate | 1.22% | 1.22% | 1.33% | ||
Estimated stock volatility | 49.00% | 47.00% | 50.00% | ||
Estimated credit spread | 7.61% | 7.65% | 11.42% |
Debt - Lines Of Credit (Details
Debt - Lines Of Credit (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Line of Credit Facility [Line Items] | ||
Credit line capacity | $ 197,320,000 | |
Line of credit | $ 114,664,000 | $ 47,321,000 |
JP Morgan Chase | ||
Line of Credit Facility [Line Items] | ||
Interest rate on borrowings, period end | 3.27% | |
Credit line capacity | $ 175,000,000 | |
Line of credit | $ 104,152,000 | 38,809,000 |
Itau Bank | ||
Line of Credit Facility [Line Items] | ||
Interest rate on borrowings, period end | 5.50% | |
Credit line capacity | $ 1,810,000 | |
Line of credit | $ 446,000 | 419,000 |
Bank of Chile | ||
Line of Credit Facility [Line Items] | ||
Interest rate on borrowings, period end | 6.60% | |
Credit line capacity | $ 3,800,000 | |
Line of credit | $ 1,598,000 | 1,619,000 |
BICE Bank | ||
Line of Credit Facility [Line Items] | ||
Interest rate on borrowings, period end | 5.50% | |
Credit line capacity | $ 2,500,000 | |
Line of credit | $ 1,819,000 | 1,538,000 |
BBVA Bank | ||
Line of Credit Facility [Line Items] | ||
Interest rate on borrowings, period end | 5.50% | |
Credit line capacity | $ 3,250,000 | |
Line of credit | $ 1,665,000 | 1,063,000 |
Security Bank | ||
Line of Credit Facility [Line Items] | ||
Interest rate on borrowings, period end | 5.50% | |
Credit line capacity | $ 501,000 | |
Line of credit | $ 501,000 | 0 |
Estado Bank | ||
Line of Credit Facility [Line Items] | ||
Interest rate on borrowings, period end | 5.50% | |
Credit line capacity | $ 3,500,000 | |
Line of credit | $ 2,111,000 | 1,870,000 |
Santander Bank | ||
Line of Credit Facility [Line Items] | ||
Interest rate on borrowings, period end | 5.50% | |
Credit line capacity | $ 4,500,000 | |
Line of credit | $ 1,988,000 | 1,196,000 |
Scotiabank | ||
Line of Credit Facility [Line Items] | ||
Interest rate on borrowings, period end | 5.00% | |
Credit line capacity | $ 1,800,000 | |
Line of credit | $ 384,000 | 789,000 |
Corpbanca | ||
Line of Credit Facility [Line Items] | ||
Interest rate on borrowings, period end | 5.00% | |
Credit line capacity | $ 0 | |
Line of credit | $ 0 | 18,000 |
Banco Bilbao Vizcaya | ||
Line of Credit Facility [Line Items] | ||
Interest rate on borrowings, period end | 2.90% | |
Credit line capacity | $ 300,000 | |
Line of credit | $ 0 | 0 |
Santander Bank | ||
Line of Credit Facility [Line Items] | ||
Interest rate on borrowings, period end | 2.67% | |
Credit line capacity | $ 359,000 | |
Line of credit | $ 0 | $ 0 |
Debt - Mortgage Notes And Other
Debt - Mortgage Notes And Other Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Mortgage notes and other debt payables | ||
Current portion of notes payable | $ 11,926 | $ 11,981 |
Other long-term liabilities | 1,567 | 717 |
EirGen Pharma Limited, OPKO Europe and Bio Reference | ||
Mortgage notes and other debt payables | ||
Current portion of notes payable | 1,632 | 3,681 |
Other long-term liabilities | 2,011 | 2,090 |
Total | $ 3,643 | $ 5,771 |
Shareholders' Equity - Narrativ
Shareholders' Equity - Narrative (Details) | 12 Months Ended | |
Dec. 31, 2017vote / shares$ / sharesshares | Dec. 31, 2016$ / sharesshares | |
Class of Stock [Line Items] | ||
Common Stock, shares authorized (in shares) | 750,000,000 | 750,000,000 |
Issuance of Common Stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 |
Preferred Stock, shares authorized (in shares) | 10,000,000 | |
Preferred Stock, par value (in dollars per share) | $ / shares | $ 0.01 | |
Shares surrendered in lieu of cash payment (in shares) | 6,895 | |
Designate shares of preferred stock (in shares) | 10,000,000 | |
Votes per common share | vote / shares | 1 | |
Common stock investments, available for sale | ||
Class of Stock [Line Items] | ||
Exercise of common stock warrants (in shares) | 416,295 | |
Series A Preferred Stock | ||
Class of Stock [Line Items] | ||
Preferred Stock, shares authorized (in shares) | 4,000,000 | |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Series C Preferred Stock | ||
Class of Stock [Line Items] | ||
Preferred Stock, shares authorized (in shares) | 500,000 | |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Series D Preferred Stock | ||
Class of Stock [Line Items] | ||
Preferred Stock, shares authorized (in shares) | 2,000,000 | |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - Warrant | 12 Months Ended |
Dec. 31, 2017$ / sharesshares | |
Additional information for warrants outstanding | |
Number of warrants, beginning of period (in shares) | shares | 639,598 |
Number of warrants, exercised (in shares) | shares | (416,295) |
Number of warrants, expired (in shares) | shares | (223,303) |
Number of warrants, end of period (in shares) | shares | 0 |
Weighted average exercise price, outstanding at beginning of period (in dollars per share) | $ / shares | $ 0.86 |
Weighted average exercise price, exercised (in dollars per share) | $ / shares | 0.86 |
Weighted average exercise price, expired (in dollars per share) | $ / shares | 0.86 |
Weighted average exercise price, outstanding and Exercisable at end of period (in dollars per share) | $ / shares | $ 0 |
Accumulated Other Comprehensi62
Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | $ 2,091,808 | $ 1,979,794 |
Ending balance | 1,885,378 | 2,091,808 |
Foreign currency translation | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (28,128) | (23,174) |
Other comprehensive income (loss) before reclassifications | 22,724 | (4,954) |
Reclassification adjustments for losses included in net loss, net of tax | 0 | 0 |
Net other comprehensive income (loss) | 22,724 | (4,954) |
Ending balance | (5,404) | (28,128) |
Unrealized gain (loss) in Accumulated OCI | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | 1,119 | 637 |
Other comprehensive income (loss) before reclassifications | 3,790 | (3,811) |
Reclassification adjustments for losses included in net loss, net of tax | (33) | 4,293 |
Net other comprehensive income (loss) | 3,757 | 482 |
Ending balance | 4,876 | 1,119 |
Total | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (27,009) | (22,537) |
Other comprehensive income (loss) before reclassifications | 26,514 | (8,765) |
Reclassification adjustments for losses included in net loss, net of tax | (33) | 4,293 |
Net other comprehensive income (loss) | 26,481 | (4,472) |
Ending balance | $ (528) | $ (27,009) |
Equity-Based Compensation - Na
Equity-Based Compensation - Narrative (Details) | 12 Months Ended | ||
Dec. 31, 2017USD ($)Plan$ / sharesshares | Dec. 31, 2016USD ($)$ / shares | Dec. 31, 2015USD ($)$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of equity-based incentive compensation plans | Plan | 6 | ||
Expiration period | 10 years | ||
Number of modigene plans | Plan | 2 | ||
Vesting period | 5 years | ||
Excess tax benefits | $ 0 | $ 0 | $ 0 |
Unrecognized compensation cost | $ 40,400,000 | ||
Weighted-average expected period for recognition | 3 years | ||
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Common stock shares reserved for issuance (in shares) | shares | 28,901,409 | ||
Intrinsic value of stock options exercised | $ 6,400,000 | $ 9,900,000 | $ 69,900,000 |
Weighted average grant date fair value of stock options granted (in dollars per share) | $ / shares | $ 4.50 | $ 4.78 | $ 5 |
Fair value of stock options vested | $ 34,000,000 | $ 30,200,000 | $ 13,300,000 |
Selling, General and Administrative Expenses | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity based compensation expense | 21,200,000 | 33,400,000 | 17,400,000 |
Research and Development Expense | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity based compensation expense | 5,100,000 | 7,500,000 | 7,900,000 |
Cost of Revenue | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity based compensation expense | 2,000,000 | 1,800,000 | 800,000 |
Continuing Operations | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity based compensation expense | $ 28,300,000 | $ 42,700,000 | $ 26,100,000 |
Minimum | 2007 Equity Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expiration period | 7 years | ||
Maximum | 2007 Equity Incentive Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expiration period | 10 years | ||
Employee Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 4 years | ||
Non-employee Director | Employee Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 1 year |
Equity-Based Compensation - Op
Equity-Based Compensation - Option-Pricing Formula (Details) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule of stock options | |||
Risk-free interest rate, minimum | 1.32% | 0.71% | 0.26% |
Risk-free interest rate, maximum | 2.41% | 2.51% | 2.42% |
Expected volatility, minimum | 38.00% | 38.00% | 32.00% |
Expected volatility, maximum | 55.00% | 64.00% | 64.00% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Minimum | |||
Schedule of stock options | |||
Expected term | 3 years | 1 year | 1 year |
Maximum | |||
Schedule of stock options | |||
Expected term | 10 years | 10 years | 10 years |
Equity-Based Compensation - Su
Equity-Based Compensation - Summary of Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Summary of option activity under stock plans | ||
Number of options outstanding, beginning balance (in shares) | 34,640,514 | |
Number of options, granted (in shares) | 2,131,500 | |
Number of options, exercised (in shares) | (1,298,704) | |
Number of options, forfeited (in shares) | (2,735,813) | |
Number of options, expired (in shares) | (1,438,112) | |
Number of options outstanding, ending balance (in shares) | 31,299,385 | 34,640,514 |
Share-based Compensation Weighted Average Exercise Price [Abstract] | ||
Weighted average exercise price, beginning balance (in dollars per share) | $ 10.18 | |
Weighted average exercise price, granted (in dollars per share) | 7.50 | |
Weighted average exercise price, exercised (in dollars per share) | 3.01 | |
Weighted average exercise price, forfeited (in dollars per share) | 11.75 | |
Weighted average exercise price, expired (in dollars per share) | 11.84 | |
Weighted average exercise price, ending balance (in dollars per share) | $ 10.08 | $ 10.18 |
Weighted average remaining contractual term, outstanding | 6 years 4 months 15 days | 6 years 9 months 15 days |
Aggregate intrinsic value, outstanding | $ 1,886 | $ 32,984 |
Vested and expected to vest, number of options (in shares) | 29,484,888 | |
Vested and expected to vest, weighted average exercise price (in dollars per share) | $ 10.04 | |
Weighted average expected to vest, remaining contractual term | 6 years 3 months 6 days | |
Aggregate intrinsic value, vested and expected to vest | $ 1,886 | |
Number of options exercisable (in shares) | 18,697,466 | |
Weighted average exercise price exercisable (in dollars per share) | $ 9.59 | |
Weighted average remaining contractual term, exercisable | 4 years 15 months 3 days | |
Exercisable, aggregate intrinsic value | $ 1,886 |
Income Taxes - Benefits (Provi
Income Taxes - Benefits (Provision) for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current | |||
Federal | $ 2,398 | $ 0 | $ 430 |
State | (1,737) | (2,931) | (2,157) |
Foreign | (3,424) | (2,438) | (8,134) |
Current income tax benefit, total | (2,763) | (5,369) | (9,861) |
Deferred | |||
Federal | (10,759) | 25,739 | 109,286 |
State | (2,738) | 10,657 | 12,327 |
Foreign | (2,595) | 25,088 | 1,923 |
Income tax benefit, total | (16,092) | 61,484 | 123,536 |
Total, net | $ (18,855) | $ 56,115 | $ 113,675 |
Income Taxes - Deferred Income
Income Taxes - Deferred Income Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred income tax assets: | ||
Federal net operating loss | $ 79,356 | $ 76,792 |
State net operating loss | 46,571 | 36,285 |
Foreign net operating loss | 35,710 | 32,895 |
Research and development expense | 4,038 | 3,246 |
Tax credits | 20,040 | 20,894 |
Stock options | 28,830 | 36,485 |
Accruals | 5,719 | 8,306 |
Equity investments | 8,454 | 7,011 |
Bad debts | 20,302 | 14,283 |
Lease liability | 2,205 | 3,233 |
Foreign credits | 11,113 | 10,253 |
Available for sale securities | 2,406 | 4,792 |
Other | 17,448 | 7,795 |
Deferred income tax assets | 282,192 | 262,270 |
Deferred income tax liabilities: | ||
Intangible assets | (280,962) | (354,043) |
Fixed assets | (5,572) | (13,710) |
Other | (2,325) | (2,121) |
Deferred income tax liabilities | (288,859) | (369,874) |
Net deferred income tax liabilities | (6,667) | (107,604) |
Valuation allowance | (142,062) | (55,415) |
Net deferred income tax liabilities | 148,729 | 163,019 |
Deferred tax liabilities, net | $ (148,729) | $ (165,331) |
Income Taxes - Change in Gross
Income Taxes - Change in Gross Unrecognized Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Summary of gross unrecognized income tax benefits | |||
Unrecognized tax benefits at beginning of period | $ 27,545 | $ 8,595 | $ 5,890 |
Gross increases – tax positions in prior period | 44 | 1,443 | 955 |
Gross increases – tax positions in current period | 0 | 18,472 | 2,543 |
Gross decreases – tax positions in prior period | (1,724) | (671) | (176) |
Lapse of Statute of Limitations | (4,518) | (294) | (617) |
Unrecognized tax benefits at end of period | $ 21,347 | $ 27,545 | $ 8,595 |
Income Taxes - Narrative (Deta
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating Loss Carryforwards [Line Items] | ||||
Increase in deferred tax asset valuation allowance | $ 82,400 | |||
Adoption of ASU 2016-09 | $ 31,665 | |||
Approximate amount of federal net operating loss carryforward that may not be utilized | 53,400 | |||
Total gross unrecognized tax benefit | 21,347 | 27,545 | $ 8,595 | $ 5,890 |
Increase in unrecognized tax benefit | 0 | |||
Decrease in unrecognized tax benefit | 4,500 | |||
Unrecognized tax benefits that would impact effective tax rate | (12,400) | 6,100 | $ 700 | |
Income tax interest and penalties | 400 | 100 | ||
Approximate unrecognized tax benefits | $ 4,600 | |||
Minimum | ||||
Operating Loss Carryforwards [Line Items] | ||||
Tax credit expiration period | 15 years | |||
Maximum | ||||
Operating Loss Carryforwards [Line Items] | ||||
Tax credit expiration period | 20 years | |||
Research and development tax credit carryforwards | ||||
Operating Loss Carryforwards [Line Items] | ||||
Research and development tax credit carryforwards | $ 20,000 | |||
Federal | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | 488,700 | |||
State | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | 602,900 | |||
Foreign | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | 146,900 | |||
Foreign | OPKO Biologics | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | $ 95,800 | |||
Accumulated Deficit | ||||
Operating Loss Carryforwards [Line Items] | ||||
Adoption of ASU 2016-09 | $ 31,665 |
Income Taxes - Difference in F
Income Taxes - Difference in Federal and Effective Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Summary of difference between the federal statutory tax rate and the effective tax rate | |||
Federal statutory rate | 35.00% | 35.00% | 35.00% |
State income taxes, net of federal benefit | 5.10% | 5.20% | 2.80% |
Foreign income tax | (5.20%) | 1.20% | (7.80%) |
Research and development tax credits | 0.60% | 5.40% | (0.00%) |
Non-Deductible components of Convertible Debt | 0.10% | 2.20% | (9.40%) |
Valuation allowance | (28.40%) | 9.50% | 61.10% |
Rate change effect | (10.80%) | 21.20% | 0.00% |
Non-deductible items | (1.90%) | (1.90%) | (0.70%) |
Other | (1.00%) | (8.70%) | (1.00%) |
Total | (6.50%) | 69.10% | 80.00% |
Income Taxes - Reconciliation
Income Taxes - Reconciliation Losses Before Tax, US and Foreign Jurisdictions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Summary of losses from continuing operations before income taxes between U.S. and foreign jurisdictions | |||
U.S. | $ (247,938) | $ (92,175) | $ (113,612) |
Foreign | (42,077) | 10,977 | (30,091) |
Total | $ (290,015) | $ (81,198) | $ (143,703) |
Related Party Transactions - N
Related Party Transactions - Narrative (Details) | 1 Months Ended | 12 Months Ended | |||||||||||||||
Nov. 30, 2017USD ($)shares | Sep. 30, 2017shares | Aug. 31, 2017shares | Jul. 31, 2017USD ($)shares | Jun. 30, 2017USD ($)shares | May 31, 2017USD ($)shares | Apr. 30, 2017USD ($)shares | Dec. 31, 2016USD ($)shares | Aug. 31, 2016USD ($)shares | Jan. 31, 2016USD ($)shares | Dec. 31, 2017USD ($)shares | Dec. 31, 2016USD ($)shares | Dec. 31, 2015USD ($) | Feb. 28, 2017USD ($) | Jan. 01, 2017USD ($)ft² | Nov. 30, 2016USD ($) | Oct. 31, 2016shares | |
Related Party Transaction [Line Items] | |||||||||||||||||
Investment ownership percentage | 4.00% | ||||||||||||||||
Reverse stock split ratio | 0.0833 | ||||||||||||||||
Eloxx Pharmaceuticals | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Available-for-sale investments, ownership percentage | 5.00% | ||||||||||||||||
Amount invested | $ | $ 1,500,000 | ||||||||||||||||
Eloxx Pharmaceuticals | Series C Preferred Stock | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Shares purchased in period (in shares) | 99,915 | ||||||||||||||||
Zebra | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Investment ownership percentage | 29.00% | ||||||||||||||||
Sevion | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Payments in equity method investment | $ | $ 1,500,000 | ||||||||||||||||
Equity method shares purchased in period (in shares) | 10,000,000 | ||||||||||||||||
Neovasc | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Investment ownership percentage | 5.00% | ||||||||||||||||
Payments in equity method investment | $ | $ 3,000,000 | ||||||||||||||||
Warrants to purchase common shares (in shares) | 4,900,000 | ||||||||||||||||
Neovasc | Common stock investments, available for sale | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Equity method shares purchased in period (in shares) | 2,054,794 | ||||||||||||||||
Chromadex Corporation | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Available-for-sale investments, ownership percentage | 1.00% | ||||||||||||||||
MabVax | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Available-for-sale investments, ownership percentage | 2.00% | ||||||||||||||||
Payment for investment in common shares | $ | $ 100,000 | $ 500,000 | $ 1,000,000 | ||||||||||||||
MabVax | Common stock investments, available for sale | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Warrants to purchase common shares (in shares) | 415,800 | ||||||||||||||||
Available-for-sale securities shares purchased in period (in shares) | 207,900 | ||||||||||||||||
MabVax | Series G Preferred Stock | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Available-for-sale securities shares purchased in period (in shares) | 152,143 | 285,714 | |||||||||||||||
MabVax | Series I Preferred Stock | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Available-for-sale securities shares purchased in period (in shares) | 322,820 | ||||||||||||||||
Cocrystal | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Payments in equity method investment | $ | $ 1,000,000 | $ 2,000,000 | |||||||||||||||
Warrants to purchase common shares (in shares) | 1,000,000 | ||||||||||||||||
Cocrystal | Common stock investments, available for sale | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Equity method shares purchased in period (in shares) | 4,166,667 | 4,878,050 | |||||||||||||||
ARNO | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Payment for investment in common shares | $ | $ 300,000 | $ 300,000 | |||||||||||||||
ARNO | Common stock investments, available for sale | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Warrants to purchase common shares (in shares) | 357,142 | ||||||||||||||||
Available-for-sale securities shares purchased in period (in shares) | 714,285 | 714,285 | |||||||||||||||
BioCardia, Inc. | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Investment ownership percentage | 5.00% | ||||||||||||||||
Warrants to purchase common shares (in shares) | 400,000 | ||||||||||||||||
Cocrystal Pharma | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Investment ownership percentage | 9.00% | ||||||||||||||||
NIMS | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Investment ownership percentage | 1.00% | ||||||||||||||||
Dr Frost and Mr Pfenniger | Museum of Science, Inc | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Future contributions to related party | $ | $ 1,000,000 | ||||||||||||||||
Sevion | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Debt face amount | $ | $ 300,000 | $ 200,000 | |||||||||||||||
Shares converted into (in shares) | 4,100,000 | ||||||||||||||||
Sevion | Series C Preferred Stock | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Number of shares converted (in shares) | 66,667 | ||||||||||||||||
Sevion | Common stock investments, available for sale | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Shares issued after conversion (in shares) | 1,250,006 | ||||||||||||||||
Dr Frost | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Payment for investment in common shares | $ | $ 2,500,000 | ||||||||||||||||
Dr Frost | Common stock investments, available for sale | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Investment owned, shares (in shares) | 1,602,564 | 1,602,564 | |||||||||||||||
BioCardia, Inc. | Common stock investments, available for sale | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Investment owned, shares (in shares) | 418,977 | ||||||||||||||||
Real Estate Holdings LLC | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Area of real estate property (in square feet) | ft² | 29,500 | ||||||||||||||||
Monthly operating lease payment in year one | $ | $ 81,000 | ||||||||||||||||
Monthly operating lease payment in year five | $ | $ 86,000 | ||||||||||||||||
Reimbursement Of Travel Expense | Dr Frost | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Reimbursement paid to related party for travel | $ | $ 361,000 | $ 298,000 | $ 595,000 | ||||||||||||||
InCellDx, Inc | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Investment ownership percentage | 29.00% | ||||||||||||||||
Series A Warrant | Neovasc | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Warrants to purchase common shares (in shares) | 2,054,794 | ||||||||||||||||
Series B Warrant | Neovasc | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Warrants to purchase common shares (in shares) | 2,054,794 | ||||||||||||||||
Series C Warrant | Neovasc | |||||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||||
Warrants to purchase common shares (in shares) | 822,192 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - OPKO Health Savings and Retirement Plan - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Maximum annual contributions per employee, percent of compensation | 100.00% | ||
Employer matching contribution, percent of employee contribution | 100.00% | ||
Company's matching discretion on employee contributions to the Plan | 4.00% | ||
Employer discretionary contribution amount | $ 8.4 | $ 3.5 | $ 3.1 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Aug. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Business Acquisition, Contingent Consideration [Line Items] | |||
Contingent consideration | $ 41,400,000 | $ 45,100,000 | |
Issuance of common stock (in shares) | 2,611,648 | ||
Contingent membership interest | 15.00% | ||
Credit line capacity | 197,320,000 | ||
Fixed purchase provisions | 82,200,000 | ||
Accrued Expenses | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Contingent consideration | 11,800,000 | $ 300,000 | |
Other Long-term Liabilities | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Contingent consideration | 29,600,000 | 44,800,000 | |
OPKO Renal | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Payments on loss contingency | 25,000,000 | ||
BioReference | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Severance Costs | $ 5,800,000 | $ 17,900,000 | |
Line of Credit | Veterans Accountable Care Group LLC | |||
Business Acquisition, Contingent Consideration [Line Items] | |||
Credit line capacity | $ 50,000,000 | ||
Line of credit facility, expiration period | 5 years | ||
Interest rate of notes payable | 6.50% |
Strategic Alliances (Details)
Strategic Alliances (Details) - USD ($) | Oct. 12, 2017 | May 31, 2016 | Jan. 31, 2015 | Dec. 31, 2010 | Dec. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2017 | Mar. 31, 2013 |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||
Initial upfront payment | $ 6,000,000 | ||||||||||
Milestone revenue recognized | $ 0 | ||||||||||
Deferred revenue | $ 105,200,000 | $ 105,200,000 | $ 162,400,000 | $ 105,200,000 | $ 105,200,000 | ||||||
Grant repayment | $ 0 | 0 | $ 25,889,000 | ||||||||
Ownership percentage | 4.00% | 4.00% | 4.00% | 4.00% | |||||||
Vifor Fresenius Medical Care Pharma Ltd | |||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||
Milestone revenue recognized | $ 0 | ||||||||||
Vifor Fresenius Medical Care Pharma Ltd | Development and License Agreement | |||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||
Proceeds from license fees received | $ 50,000,000 | $ 50,000,000 | |||||||||
Royalty revenue, obligation period | 10 years | ||||||||||
Vifor Fresenius Medical Care Pharma Ltd | Exclusive Option | |||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||
Milestone payments, maximum | $ 555,000,000 | ||||||||||
Vifor Fresenius Medical Care Pharma Ltd | Regulatory Milestones | |||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||
Milestone payments, maximum | 37,000,000 | ||||||||||
Vifor Fresenius Medical Care Pharma Ltd | Launch and Sales-based Milestones | |||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||
Milestone payments, maximum | $ 195,000,000 | ||||||||||
TESARO | |||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||
Milestone payments, maximum | $ 85,000,000 | ||||||||||
Milestone payment ranges | 30,000,000 | ||||||||||
Upfront payment under license agreements | $ 6,000,000 | ||||||||||
Maximum period to receive royalties | 12 years | ||||||||||
TESARO | Collaborative Arrangement, Product | |||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||
Milestone revenue recognized | 10,000,000 | $ 0 | $ 15,000,000 | ||||||||
Pfizer | Collaborative Arrangement, Product | |||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||
Milestone revenue recognized | $ 0 | ||||||||||
Milestone payments, maximum | $ 275,000,000 | ||||||||||
Non-refundable upfront payment | 295,000,000 | $ 295,000,000 | |||||||||
Additional milestone payment to be received | 275,000,000 | ||||||||||
Increase to revenue recognition period | 1 year | ||||||||||
Revenue from sale of intellectual property | $ 57,800,000 | ||||||||||
Deferred revenue | $ 101,100,000 | 101,100,000 | 101,100,000 | 101,100,000 | |||||||
Research and development expenses related to hGH-CTP | 47,700,000 | ||||||||||
RXi Pharmaceuticals Corporation | |||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||
Milestone payments | $ 50,000,000 | ||||||||||
Accrued Expenses | Pfizer | Collaborative Arrangement, Product | |||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||
Deferred revenue | 44,900,000 | 44,900,000 | 44,900,000 | 44,900,000 | |||||||
Other Long-term Liabilities | Pfizer | Collaborative Arrangement, Product | |||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||
Deferred revenue | $ 56,200,000 | $ 56,200,000 | $ 56,200,000 | $ 56,200,000 | |||||||
Minimum | Pfizer | Collaborative Arrangement, Product | |||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||
Milestone payment ranges | 20,000,000 | ||||||||||
Maximum | Pfizer | Collaborative Arrangement, Product | |||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||
Milestone payment ranges | $ 90,000,000 | ||||||||||
Pharmsynthez | |||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||
Ownership percentage | 9.00% | 9.00% | 9.00% | 9.00% | |||||||
Phase Two Initiation | |||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||
Additional milestone payments | 6,000,000 | ||||||||||
Regulatory And Development | |||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||
Additional milestone payments | 31,000,000 | ||||||||||
Sales Revenue | |||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||
Additional milestone payments | $ 75,000,000 |
Leases (Details)
Leases (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Leases [Abstract] | |||
Operating leases, rent expense | $ 18.9 | $ 18.8 | $ 7.8 |
Capital leases of lessee, interest rate | 2.00% |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Operating Leases (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Future minimum lease payments | |
Operating leases, payments due in 2018 | $ 19,059 |
Operating leases, payments due in 2019 | 15,166 |
Operating leases, payments due in 2020 | 9,360 |
Operating leases, payments due in 2021 | 6,079 |
Operating leases, payments due in 2022 | 3,148 |
Operating leases, payments due thereafter | 3,542 |
Total minimum operating lease commitments | $ 56,354 |
Leases - Schedule of Capital Le
Leases - Schedule of Capital Leases (Details) $ in Thousands | Dec. 31, 2017USD ($) |
Leases [Abstract] | |
Automobiles | $ 11,137 |
Less: Accumulated Depreciation | (4,366) |
Net capital leases in Property, plant and equipment | $ 6,771 |
Leases - Schedule of Maturiti79
Leases - Schedule of Maturities of Capital Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Capital Leases, Future Minimum Payments Due | ||
Capital leases, payments due in 2018 | $ 3,521 | |
Capital leases, payments due in 2019 | 3,029 | |
Capital leases, payments due in 2020 | 2,440 | |
Capital leases, payments due in 2021 | 1,586 | |
Capital leases, payments due in 2022 | 410 | |
Capital leases, payments due thereafter | 441 | |
Total minimum capital lease commitments | 11,427 | |
Less: Amounts representing interest | 242 | |
Net capital liability | 11,185 | |
Current | 3,399 | $ 3,025 |
Long-term | $ 7,786 | $ 7,216 |
Segments - Narrative (Details)
Segments - Narrative (Details) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2017USD ($)Segment | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | |
Segment Reporting Information [Line Items] | |||||||||||
Number of reportable segments | Segment | 2 | ||||||||||
Revenues | $ 193,699,000 | $ 263,495,000 | $ 314,213,000 | $ 296,096,000 | $ 275,489,000 | $ 298,035,000 | $ 357,100,000 | $ 291,037,000 | $ 1,067,503,000 | $ 1,221,661,000 | $ 491,738,000 |
Intersegment Elimination | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 0 | ||||||||||
Inter-segment allocation of interest expense | $ 0 | ||||||||||
Customer 1 | Customer Concentration Risk | Sales Revenue, Net | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Concentration risk percentage | 10.00% | 13.00% | |||||||||
Customer 1 | Customer Concentration Risk | Accounts Receivable | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Concentration risk percentage | 10.00% | ||||||||||
Customer 2 | Customer Concentration Risk | Sales Revenue, Net | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Concentration risk percentage | 10.00% |
Segments - Operating Segments (
Segments - Operating Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | |||||||||||
Revenue from services | $ 889,076 | $ 1,012,129 | $ 329,739 | ||||||||
Revenue from products | 107,759 | 83,467 | 80,146 | ||||||||
Revenue from transfer of intellectual property and other | 70,668 | 126,065 | 81,853 | ||||||||
Operating loss | (280,062) | (73,275) | (98,481) | ||||||||
Depreciation and amortization | 102,093 | 96,576 | 42,248 | ||||||||
Income (loss) from investment in investees | (14,471) | (7,652) | (7,105) | ||||||||
Revenues | $ 193,699 | $ 263,495 | $ 314,213 | $ 296,096 | $ 275,489 | $ 298,035 | $ 357,100 | $ 291,037 | 1,067,503 | 1,221,661 | 491,738 |
Assets | 2,584,556 | 2,766,619 | 2,584,556 | 2,766,619 | |||||||
Goodwill | 717,099 | 704,603 | 717,099 | 704,603 | 743,348 | ||||||
United States | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 908,971 | 1,014,389 | 344,464 | ||||||||
Ireland | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 77,285 | 137,785 | 78,989 | ||||||||
Chile | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 44,286 | 35,364 | 29,885 | ||||||||
Spain | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 18,285 | 15,812 | 16,622 | ||||||||
Israel | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 13,951 | 15,317 | 18,107 | ||||||||
Mexico | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 4,605 | 2,988 | 3,671 | ||||||||
Other | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues | 120 | 6 | 0 | ||||||||
Corporate, Non-Segment | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue from services | 0 | 0 | 140 | ||||||||
Revenue from transfer of intellectual property and other | 0 | 0 | 0 | ||||||||
Operating loss | (55,615) | (60,041) | (46,512) | ||||||||
Depreciation and amortization | 138 | 89 | 85 | ||||||||
Income (loss) from investment in investees | 0 | 0 | 0 | ||||||||
Assets | 60,604 | 63,181 | 60,604 | 63,181 | |||||||
Goodwill | 0 | 0 | 0 | 0 | |||||||
Segment Reconciling Items | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Operating loss | 0 | 0 | (1,280) | ||||||||
Pharmaceutical | Operating Segments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue from services | 0 | 0 | 0 | ||||||||
Revenue from products | 107,759 | 83,467 | 80,146 | ||||||||
Revenue from transfer of intellectual property and other | 70,668 | 126,065 | 81,853 | ||||||||
Operating loss | (87,907) | (9,841) | (40,395) | ||||||||
Depreciation and amortization | 27,513 | 18,254 | 10,245 | ||||||||
Income (loss) from investment in investees | (12,646) | (7,665) | (7,105) | ||||||||
Assets | 1,282,564 | 1,294,916 | 1,282,564 | 1,294,916 | |||||||
Goodwill | 264,313 | 251,817 | 264,313 | 251,817 | |||||||
Diagnostics | Operating Segments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenue from services | 889,076 | 1,012,129 | 329,599 | ||||||||
Revenue from transfer of intellectual property and other | 0 | 0 | 0 | ||||||||
Operating loss | (136,540) | (3,393) | (10,294) | ||||||||
Depreciation and amortization | 74,442 | 78,233 | 31,918 | ||||||||
Income (loss) from investment in investees | (1,825) | 13 | $ 0 | ||||||||
Assets | 1,241,388 | 1,408,522 | 1,241,388 | 1,408,522 | |||||||
Goodwill | $ 452,786 | $ 452,786 | $ 452,786 | $ 452,786 |
Segments - Reconciliation Prop
Segments - Reconciliation Property Plant and Equipment, US and Foreign Jurisdictions (Details) - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, net | $ 146,557 | $ 122,831 |
U.S. | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, net | 89,114 | 100,716 |
Foreign | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, net | $ 57,443 | $ 22,115 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary Of Investments (Details) - Common stock investments, available for sale - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | $ 7,585 | $ 3,409 |
Gross unrealized gains in Accumulated OCI | 5,075 | 1,313 |
Gross unrealized losses in Accumulated OCI | (199) | (194) |
Fair value | $ 12,461 | $ 4,528 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets And Liabilities Measured At Fair Value (Details) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Assets: | ||
Total assets | $ 15,901 | $ 13,898 |
Liabilities: | ||
Total liabilities | 41,670 | 61,812 |
Level 1 | ||
Assets: | ||
Total assets | 12,568 | 9,842 |
Liabilities: | ||
Total liabilities | 0 | 0 |
Level 2 | ||
Assets: | ||
Total assets | 3,333 | 4,056 |
Liabilities: | ||
Total liabilities | 317 | 0 |
Level 3 | ||
Assets: | ||
Total assets | 0 | 0 |
Liabilities: | ||
Total liabilities | 41,353 | 61,812 |
Embedded conversion option | ||
Liabilities: | ||
Total liabilities | 16,736 | |
Embedded conversion option | Level 1 | ||
Liabilities: | ||
Total liabilities | 0 | |
Embedded conversion option | Level 2 | ||
Liabilities: | ||
Total liabilities | 0 | |
Embedded conversion option | Level 3 | ||
Liabilities: | ||
Total liabilities | 16,736 | |
Forward contracts | ||
Liabilities: | ||
Total liabilities | 317 | |
Forward contracts | Level 1 | ||
Liabilities: | ||
Total liabilities | 0 | |
Forward contracts | Level 2 | ||
Liabilities: | ||
Total liabilities | 317 | |
Forward contracts | Level 3 | ||
Liabilities: | ||
Total liabilities | 0 | |
Contingent consideration | ||
Liabilities: | ||
Total liabilities | 41,353 | 45,076 |
Contingent consideration | Level 1 | ||
Liabilities: | ||
Total liabilities | 0 | 0 |
Contingent consideration | Level 2 | ||
Liabilities: | ||
Total liabilities | 0 | 0 |
Contingent consideration | Level 3 | ||
Liabilities: | ||
Total liabilities | 41,353 | 45,076 |
Money market funds | ||
Assets: | ||
Total assets | 107 | 5,314 |
Money market funds | Level 1 | ||
Assets: | ||
Total assets | 107 | 5,314 |
Money market funds | Level 2 | ||
Assets: | ||
Total assets | 0 | 0 |
Money market funds | Level 3 | ||
Assets: | ||
Total assets | 0 | 0 |
Common stock investments, available for sale | ||
Assets: | ||
Total assets | 12,461 | 4,528 |
Common stock investments, available for sale | Level 1 | ||
Assets: | ||
Total assets | 12,461 | 4,528 |
Common stock investments, available for sale | Level 2 | ||
Assets: | ||
Total assets | 0 | 0 |
Common stock investments, available for sale | Level 3 | ||
Assets: | ||
Total assets | 0 | 0 |
Common stock options/warrants | ||
Assets: | ||
Total assets | 3,333 | 4,017 |
Common stock options/warrants | Level 1 | ||
Assets: | ||
Total assets | 0 | 0 |
Common stock options/warrants | Level 2 | ||
Assets: | ||
Total assets | 3,333 | 4,017 |
Common stock options/warrants | Level 3 | ||
Assets: | ||
Total assets | $ 0 | 0 |
Forward contracts | ||
Assets: | ||
Total assets | 39 | |
Forward contracts | Level 1 | ||
Assets: | ||
Total assets | 0 | |
Forward contracts | Level 2 | ||
Assets: | ||
Total assets | 39 | |
Forward contracts | Level 3 | ||
Assets: | ||
Total assets | $ 0 |
Fair Value Measurements - Notes
Fair Value Measurements - Notes (Details) - Notes - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
2033 Senior Notes | $ 32,968 | $ 45,205 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
2033 Senior Notes | 32,968 | 45,205 |
Carrying Value | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
2033 Senior Notes | $ 29,160 | $ 26,965 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Contingent consideration | ||
Total losses (gains) for the period: | ||
Beginning Balance, liabilities | $ 45,076 | $ 54,422 |
Included in results of operations | (3,423) | 16,954 |
Foreign currency impact | 3 | (1) |
Payments | (303) | (26,299) |
Ending Balance, liabilities | 41,353 | 45,076 |
Embedded conversion option | ||
Total losses (gains) for the period: | ||
Beginning Balance, liabilities | 16,736 | 23,737 |
Included in results of operations | (3,185) | (7,001) |
Foreign currency impact | 0 | 0 |
Payments | 0 | 0 |
Reclassification of embedded derivatives to equity | (13,551) | |
Ending Balance, liabilities | $ 0 | $ 16,736 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Percentage of decrease in future sales | 10.00% | |
Decrease of estimated future sales in amount | $ 2.1 | |
Contingent consideration | 41.4 | $ 45.1 |
Accrued Expenses | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | 11.8 | 0.3 |
Other Long-term Liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | $ 29.6 | $ 44.8 |
Derivative Contracts - Fair Va
Derivative Contracts - Fair Value and Presentation (Details) - Not Designated as Hedging Instrument - USD ($) $ in Thousands | Dec. 31, 2017 | Dec. 31, 2016 |
Common stock options/warrants | Investments, net | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset, fair value | $ 3,333 | $ 4,017 |
Embedded conversion option | 2033 Senior Notes, net of discount | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability, fair value | 0 | 16,736 |
Forward contracts | Unrealized gains on forward contracts are recorded in Other current assets and prepaid expenses. Unrealized (losses) on forward contracts are recorded in Accrued expenses. | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability, fair value | $ (317) | $ 39 |
Derivative Contracts - Losses a
Derivative Contracts - Losses and Gains on Derivative Instruments (Details) - Not Designated as Hedging Instrument - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gain (loss) on derivative instruments | $ 52 | $ 2,778 | $ (39,083) |
Common stock options/warrants | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gain (loss) on derivative instruments | (2,533) | (4,262) | (2,854) |
2033 Senior Notes | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gain (loss) on derivative instruments | 3,185 | 7,001 | (36,588) |
Forward contracts | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gain (loss) on derivative instruments | $ (600) | $ 39 | $ 359 |
Selected Quarterly Financial 90
Selected Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Summary of quarterly financial data | |||||||||||
Total revenues | $ 193,699 | $ 263,495 | $ 314,213 | $ 296,096 | $ 275,489 | $ 298,035 | $ 357,100 | $ 291,037 | $ 1,067,503 | $ 1,221,661 | $ 491,738 |
Total costs and expenses | 347,321 | 321,785 | 340,656 | 337,803 | 325,889 | 321,658 | 328,834 | 318,555 | 1,347,565 | 1,294,936 | 590,219 |
Net income (loss) | (213,905) | (46,442) | (17,528) | (30,995) | (13,661) | (14,977) | 15,533 | (11,978) | (308,870) | (25,083) | (31,428) |
Net income (loss) attributable to common shareholders | $ (213,905) | $ (46,442) | $ (17,528) | $ (30,995) | $ (13,661) | $ (14,977) | $ 15,533 | $ (11,978) | $ (308,870) | $ (25,083) | $ (30,028) |
Earnings (loss) per share, diluted (in dollars per share) | $ (0.38) | $ (0.08) | $ (0.03) | $ (0.06) | $ (0.02) | $ (0.03) | $ 0.03 | $ (0.02) | |||
Earnings (loss) per share, diluted (in dollars per share) | $ (0.38) | $ (0.08) | $ (0.04) | $ (0.06) | $ (0.04) | $ (0.03) | $ 0.02 | $ (0.02) |
Subsequent Events (Details)
Subsequent Events (Details) - Convertible Promissory Notes - Convertible Debt - Subsequent Event | Feb. 27, 2018USD ($)$ / shares |
Subsequent Event [Line Items] | |
Interest rate of notes payable | 5.00% |
Debt face amount | $ | $ 55,000,000 |
Note maturity term | 5 years |
Conversion notice threshold minimum | 30 days |
Conversion notice threshold maximum | 60 days |
Common Stock | |
Subsequent Event [Line Items] | |
Par value of shares issued upon conversion (in dollars per share) | $ 0.01 |
Conversion price (in dollars per share) | $ 5 |