Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Feb. 15, 2019 | Jun. 30, 2018 | |
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, 2018 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2,018 | ||
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 Small Business | false | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Public Float | $ 1,518,040,596 | ||
Entity Common Stock, Shares Outstanding | 615,600,775 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 96,473 | $ 91,499 |
Accounts receivable, net | 143,907 | 165,516 |
Inventory, net | 42,299 | 49,333 |
Other current assets and prepaid expenses | 35,052 | 42,513 |
Total current assets | 317,731 | 348,861 |
Property, plant and equipment, net | 144,674 | 146,557 |
Intangible assets, net | 614,452 | 683,835 |
In-process research and development | 635,572 | 647,347 |
Goodwill | 700,193 | 717,099 |
Investments | 31,228 | 40,642 |
Other assets | 7,222 | 5,615 |
Total assets | 2,451,072 | 2,589,956 |
Current liabilities: | ||
Accounts payable | 47,395 | 74,307 |
Accrued expenses | 203,513 | 225,796 |
Current portion of 2033 Senior Notes | 31,562 | 0 |
Current portion of lines of credit and notes payable | 5,851 | 11,926 |
Total current liabilities | 288,321 | 312,029 |
2023 Convertible Notes and 2033 Senior Notes | 57,299 | 29,160 |
Deferred tax liabilities, net | 115,193 | 148,729 |
Other long-term liabilities, principally contract liabilities, contingent consideration and lines of credit | 198,968 | 256,415 |
Total long-term liabilities | 371,460 | 434,304 |
Total liabilities | 659,781 | 746,333 |
Equity: | ||
Common Stock - $0.01 par value, 750,000,000 shares authorized; 586,881,720 and 560,023,745 shares issued at December 31, 2018 and 2017, respectively | 5,869 | 5,600 |
Treasury Stock, at cost - 549,907 shares at December 31, 2018 and 2017, respectively | (1,791) | (1,791) |
Additional paid-in capital | 3,004,422 | 2,889,256 |
Accumulated other comprehensive income (loss) | (20,131) | (528) |
Accumulated deficit | (1,197,078) | (1,048,914) |
Total shareholders’ equity | 1,791,291 | 1,843,623 |
Total liabilities and equity | $ 2,451,072 | $ 2,589,956 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
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) | 586,881,720 | 560,023,745 |
Treasury stock, shares (in shares) | 549,907 | 549,907 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Revenues: | |||
Total revenues | $ 990,266 | $ 966,006 | $ 1,117,494 |
Costs and expenses: | |||
Selling, general and administrative | 358,346 | 414,628 | 407,331 |
Research and development | 125,586 | 126,435 | 113,871 |
Contingent consideration | (16,816) | (3,423) | 16,954 |
Amortization of intangible assets | 67,933 | 71,484 | 64,407 |
Asset impairment charges | 21,778 | 13,194 | 0 |
Total costs and expenses | 1,161,463 | 1,242,448 | 1,214,045 |
Operating loss | (171,197) | (276,442) | (96,551) |
Other income and (expense), net: | |||
Interest income | 1,240 | 610 | 478 |
Interest expense | (11,890) | (6,601) | (7,430) |
Fair value changes of derivative instruments, net | 3,043 | 52 | 2,778 |
Other income (expense), net | 1,535 | 10,457 | 3,903 |
Other income and (expense), net | (6,072) | 4,518 | (271) |
Loss before income taxes and investment losses | (177,269) | (271,924) | (96,822) |
Income tax benefit (provision) | 38,726 | (18,855) | 56,115 |
Net loss before investment losses | (138,543) | (290,779) | (40,707) |
Loss from investments in investees | (14,497) | (14,471) | (7,652) |
Net loss | $ (153,040) | $ (305,250) | $ (48,359) |
Loss per share: | |||
Loss per share, basic (in dollars per share) | $ (0.27) | $ (0.55) | $ (0.09) |
Loss per share, diluted (in dollars per share) | $ (0.27) | $ (0.55) | $ (0.10) |
Weighted average common shares outstanding, basic (in shares) | 563,143,663 | 559,160,565 | 550,846,553 |
Weighted average common shares outstanding, diluted (in shares) | 563,143,663 | 559,160,565 | 555,605,448 |
Revenue from services | |||
Revenues: | |||
Total revenues | $ 813,248 | $ 782,710 | $ 928,572 |
Costs and expenses: | |||
Cost of service/product revenue | 546,654 | 558,953 | 564,103 |
Product | |||
Revenues: | |||
Total revenues | 107,112 | 107,759 | 83,467 |
Costs and expenses: | |||
Cost of service/product revenue | 57,982 | 61,177 | 47,379 |
Transfer Of Intellectual Property And Other | |||
Revenues: | |||
Total revenues | $ 69,906 | $ 75,537 | $ 105,455 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (153,040) | $ (305,250) | $ (48,359) |
Other comprehensive income (loss), net of tax: | |||
Change in foreign currency translation and other comprehensive income (loss) | (14,727) | 22,724 | (4,955) |
Investments: | |||
Change in unrealized gain (loss), net of tax | 0 | 3,790 | (3,810) |
Reclassification adjustments due to adoption of ASU 2016-01 | (4,876) | 0 | 0 |
Reclassification adjustments for losses included in net loss, net of tax | 0 | (33) | 4,293 |
Comprehensive loss | $ (172,643) | $ (278,769) | $ (52,831) |
Consolidated Statements of Equi
Consolidated Statements of Equity - USD ($) $ in Thousands | Total | OPKO Health Europe | OPKO Renal | Transition Therapeutics, Inc. | Common Stock | Common StockOPKO Renal | Common StockTransition Therapeutics, Inc. | Treasury | TreasuryOPKO Health Europe | Additional Paid-In Capital | Additional Paid-In CapitalOPKO Health Europe | Additional Paid-In CapitalOPKO Renal | Additional Paid-In CapitalTransition Therapeutics, Inc. | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit | Xenetic Biosciences, Inc. | Xenetic Biosciences, Inc.Treasury | Xenetic Biosciences, Inc.Additional Paid-In Capital |
Beginning balance, shares (in shares) at Dec. 31, 2015 | 546,188,516 | (1,120,367) | ||||||||||||||||
Beginning balance at Dec. 31, 2015 | $ 1,957,695 | $ 5,462 | $ (3,645) | $ 2,705,385 | $ (22,537) | $ (726,970) | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Equity-based compensation expense | 42,693 | 42,693 | ||||||||||||||||
Exercise of Common Stock options, shares (in shares) | 3,292,753 | |||||||||||||||||
Exercise of Common Stock options and warrants | 8,608 | $ 33 | 8,575 | |||||||||||||||
Issuance of Common Stock in connection with acquisition (in shares) | 51,235 | 2,611,648 | 6,431,899 | |||||||||||||||
Issuance of Common Stock in connection with acquisition | 583 | $ 25,986 | $ 58,530 | $ 1 | $ 26 | $ 64 | 582 | $ 25,960 | $ 58,466 | |||||||||
Issuance of Treasury Stock in connection with Contingent Consideration (in shares) | 39,145 | |||||||||||||||||
Issuance of Treasury Stock in connection with Contingent Consideration | $ 313 | $ 127 | $ 186 | |||||||||||||||
Issuance of shares (in shares) | 494,462 | |||||||||||||||||
Issuance of shares | $ 4,856 | $ 1,607 | $ 3,249 | |||||||||||||||
Net loss attributable to common shareholders | (48,359) | (48,359) | ||||||||||||||||
Other comprehensive loss | (4,472) | (4,472) | ||||||||||||||||
Ending balance, shares (in shares) at Dec. 31, 2016 | 558,576,051 | (586,760) | ||||||||||||||||
Ending balance at Dec. 31, 2016 | 2,046,433 | $ 5,586 | $ (1,911) | 2,845,096 | (27,009) | (775,329) | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Equity-based compensation expense | 28,307 | 28,307 | ||||||||||||||||
Exercise of Common Stock options, shares (in shares) | 1,447,694 | |||||||||||||||||
Exercise of Common Stock options and warrants | 2,132 | $ 14 | 2,118 | |||||||||||||||
Reclassification of embedded derivatives to equity | 13,551 | 13,551 | ||||||||||||||||
Issuance of Treasury Stock in connection with Contingent Consideration (in shares) | 36,853 | |||||||||||||||||
Issuance of Treasury Stock in connection with Contingent Consideration | $ 304 | $ 120 | $ 184 | |||||||||||||||
Net loss attributable to common shareholders | (305,250) | (305,250) | ||||||||||||||||
Other comprehensive loss | 26,481 | 26,481 | ||||||||||||||||
Ending balance, shares (in shares) at Dec. 31, 2017 | 560,023,745 | (549,907) | ||||||||||||||||
Ending balance at Dec. 31, 2017 | 1,843,623 | $ 5,600 | $ (1,791) | 2,889,256 | (528) | (1,048,914) | ||||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||||||||||
Equity-based compensation expense | $ 21,761 | 21,761 | ||||||||||||||||
Exercise of Common Stock options, shares (in shares) | 540,000 | 353,677 | ||||||||||||||||
Exercise of Common Stock options and warrants | $ 1,174 | $ 4 | 1,170 | |||||||||||||||
Issuance of shares (in shares) | 26,504,298 | |||||||||||||||||
Issuance of shares | 92,500 | $ 265 | 92,235 | |||||||||||||||
Net loss attributable to common shareholders | (153,040) | (153,040) | ||||||||||||||||
Other comprehensive loss | (14,727) | (14,727) | ||||||||||||||||
Ending balance, shares (in shares) at Dec. 31, 2018 | 586,881,720 | (549,907) | ||||||||||||||||
Ending balance at Dec. 31, 2018 | $ 1,791,291 | $ 5,869 | $ (1,791) | $ 3,004,422 | $ (20,131) | $ (1,197,078) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | |||
Net loss | $ (153,040) | $ (305,250) | $ (48,359) |
Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||
Depreciation and amortization | 97,344 | 102,093 | 96,576 |
Non-cash interest | 4,903 | 2,575 | 2,699 |
Amortization of deferred financing costs | 187 | 224 | 237 |
Losses from investments in investees | 14,497 | 14,471 | 7,652 |
Equity-based compensation – employees and non-employees | 21,761 | 28,307 | 42,693 |
Asset impairment charges | 21,778 | 13,194 | 0 |
Realized loss (gain) on disposal of fixed assets and sales of equity securities | 46 | (8,663) | 2,321 |
Loss (gain) on conversion of 3.00% convertible senior notes | 0 | 0 | 284 |
Change in fair value of equity securities and derivative instruments | (6,524) | (52) | (2,778) |
Change in fair value of contingent consideration | (16,816) | (3,423) | 16,954 |
Deferred income tax provision (benefit) | (35,133) | 16,092 | (66,300) |
Changes in assets and liabilities, net of the effects of acquisitions: | |||
Accounts receivable, net | 20,397 | 58,011 | (25,637) |
Inventory, net | 4,590 | (3,539) | (6,607) |
Other current assets and prepaid expenses | 2,276 | 4,771 | 17,262 |
Other assets | (69) | (2,372) | (1,899) |
Accounts payable | (26,083) | 20,171 | (19,819) |
Foreign currency measurement | 294 | (255) | (376) |
Contract liabilities | (61,264) | (58,876) | (50,893) |
Accrued expenses and other liabilities | 1,715 | 30,441 | 68,036 |
Net cash (used in) provided by operating activities | (109,141) | (92,080) | 32,046 |
Cash flows from investing activities: | |||
Investments in investees | (1,000) | (9,625) | (14,424) |
Proceeds from sale of equity securities | 1,516 | 2,211 | 0 |
Acquisition of businesses, net of cash acquired | 0 | 0 | 15,878 |
Acquisition of intangible assets | 0 | 0 | (5,000) |
Purchase of marketable securities | 0 | 0 | (15,644) |
Maturities of short-term marketable securities | 0 | 0 | 15,634 |
Proceeds from the sale of property, plant and equipment | 1,223 | 7,271 | 1,401 |
Capital expenditures | (27,858) | (46,524) | (18,547) |
Net cash used in investing activities | (26,119) | (46,667) | (20,702) |
Cash flows from financing activities: | |||
Issuance of common stock | 92,500 | 0 | 0 |
Issuance of 2023 Convertible Notes, including to related parties | 55,000 | 0 | 0 |
Proceeds from the exercise of Common Stock options and warrants | 1,173 | 2,132 | 8,576 |
Borrowings on lines of credit | 26,917 | 92,421 | 22,407 |
Repayments of lines of credit | (34,681) | (33,510) | (66,178) |
Net cash provided by (used in) financing activities | 140,909 | 61,043 | (35,195) |
Effect of exchange rate changes on cash and cash equivalents | (675) | 470 | (1,014) |
Net increase (decrease) in cash and cash equivalents | 4,974 | (77,234) | (24,865) |
Cash and cash equivalents at beginning of period | 91,499 | 168,733 | 193,598 |
Cash and cash equivalents at end of period | 96,473 | 91,499 | 168,733 |
SUPPLEMENTAL INFORMATION: | |||
Interest paid | 2,076 | 1,313 | 2,890 |
Income taxes paid, net of refunds | (1,410) | 5,416 | (27,122) |
Non-cash financing: | |||
Shares issued upon the conversion of - Common Stock options and warrants, surrendered in net exercise | 806 | 1,546 | 350 |
Transition Therapeutics, Inc. | |||
Issuance of capital stock to acquire or contingent consideration settlement: | |||
Capital stock issued | 0 | 0 | 58,530 |
OPKO Renal | |||
Issuance of capital stock to acquire or contingent consideration settlement: | |||
Capital stock issued | 0 | 0 | 25,986 |
OPKO Health Europe | |||
Issuance of capital stock to acquire or contingent consideration settlement: | |||
Capital stock issued | 0 | 304 | 313 |
Issuance of stock for investment in Xenetic | |||
Issuance of capital stock to acquire or contingent consideration settlement: | |||
Capital stock issued | 0 | 0 | 4,856 |
2033 Senior Notes | |||
Non-cash financing: | |||
Shares issued upon the conversion of - 2033 Senior Notes | $ 0 | $ 0 | $ 583 |
Consolidated Statements of Ca_2
Consolidated Statements of Cash Flows (Parenthetical) | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Jan. 31, 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, 2018 | |
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 300 -person sales and marketing team to drive growth and leverage new products, including the 4Kscore prostate cancer test. 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 (launched in November 2016), OPK88004, a selective androgen receptor modulator which has been studied for benign prostatic hyperplasia, but for which we are exploring other indications, and 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). Our pharmaceutical business also features hGH-CTP, a once-weekly human growth hormone injection (in phase 3 and partnered with Pfizer). We are incorporated in Delaware and our principal executive offices are located in leased offices in Miami, Florida. 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
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 U.S. (“GAAP”) 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 expense for the years ended December 31, 2018 and 2017 was $1.9 million and $5.4 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. 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 both December 31, 2018 and 2017 , was $2.0 billion . 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. Due to the loss of a significant customer in 2018, we recorded a goodwill impairment charge of $11.7 million in Asset impairment charges in our Consolidated Statement of Operations for the year ended December 31, 2018 to write the carrying amount of the FineTech reporting unit down to its estimated fair value due to the loss of a significant customer in 2018. No goodwill impairment was recorded for the years ended December 31, 2017 and 2016 as a result of our testing. 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 $10.1 million in Asset impairment charges in our Consolidated Statement of Operations for the year ended December 31, 2018 to write our IPR&D assets for Alpharen and OPK88004 down to their estimated fair value as a result of our testing. We recorded an impairment charge of $13.2 million in Asset impairment charges 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. 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 $67.9 million , $71.5 million and $64.4 million for the years ended December 31, 2018 , 2017 and 2016 , respectively. Amortization expense from operations for our intangible assets is expected to be $65.4 million, $59.2 million, $53.2 million, $52.9 million and $50.1 million for the years ended December 31, 2019 , 2020 , 2021 , 2022 and 2023 , 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 equity securities as of December 31, 2018 and 2017 are predominately 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 18. 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, 2018 and 2017 , 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 19. 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 , and automobiles - 3 - 5 years . Expenditures for repairs and maintenance are charged to expense as incurred. Depreciation expense was $29.4 million , $30.6 million and $33.3 million for the years ended December 31, 2018 , 2017 and 2016 , 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. We periodically evaluate the realizability of our net deferred tax assets. Our tax accruals are analyzed periodically and adjustments are made as events occur to warrant such adjustment. Valuation allowances on certain U.S. deferred tax assets and non-U.S. deferred tax assets are established, because realization of these tax benefits through future taxable income does not meet the more-likely-than-not threshold. 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. We were 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 allowed us to record provisional amounts during a measurement period not to extend beyond one year of the enactment date. As of December 22, 2018 we completed our analysis in accordance with SAB 118 and recorded immaterial adjustments. Effective January 1, 2018, the Tax Act provides for a new global intangible low-taxed income (GILTI) provision. Under the GILTI provision, certain foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets are included in U.S. taxable income. The Company currently estimates GILTI will be immaterial for the year ended December 31, 2018, although interpretive guidance continues to be issued and future guidance may impact this analysis. The Company has not recorded any deferred taxes for future GILTI inclusions as any future inclusions are expected to be treated as a period expense and offset by net operating loss carryforwards in the U.S. We operate in various countries and tax jurisdictions globally. For the year ended December 31, 2018, the tax rate differed from the U.S. federal statutory rate of 21% primarily due to the valuation allowance against certain U.S. and non-U.S. deferred tax assets, the relative mix in earnings and losses in the U.S. versus foreign tax jurisdictions, and the impact of certain discrete tax events and operating results in tax jurisdictions which do not result in a tax benefit. Included in Other long-term liabilities is an accrual of $2.7 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 . Effective January 1, 2018, we adopted Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (“Topic 606”). We recognize revenue when a customer obtains control of promised goods or services. The amount of revenue that is recorded reflects the consideration that we expect to receive in exchange for those goods or services. We apply the following five-step model in order to determine this amount: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) we satisfy a performance obligation. We only apply the five-step model to contracts when it is probable that we will collect the consideration we are entitled to in exchange for the goods or services we transfer to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, we review the contract to determine which performance obligations we must deliver and which of these performance obligations are distinct. We recognize as revenue the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. For a complete discussion of accounting for Revenues from services, Revenues from products and Revenue from transfer of intellectual property and other, 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, 2018 and 2017 , receivable balances (net of contractual adjustments) from Medicare and Medicaid in total were 17% and 16% , 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, 2018 and 2017 , receivables due from patients represent approximately 3.1% and 3.2% , 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 loss is directly affected by our estimate of the collectability of accounts receivable. The allowance for doubtful accounts was $1.8 million and $1.4 million at December 31, 2018 and 2017 , respectively. The provision for bad debts for the years ended December 31, 2018 and 2017 was $0.7 million and $0.9 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, 2018 , 2017 and 2016 , we recorded $21.8 million , $28.3 million and $42.7 million , respectively, of equity-based compensation expense. Research and development expenses. Research and development expenses include external and internal expenses. 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. Research and development expense includes costs 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, Rayaldee product sales 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 17. 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 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, 2018 , 2017 and 2016, we recorded $1.9 million , $1.4 million and $0.8 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 as equity securities based on our percentage of ownership and whether we have significant influence over the operations of the investees. 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 equity securities, we record changes in their fair value as Other income (expense) in our Consolidated Statement of Operations based on their closing price per share at the end of each reporting period, unless the equity security does not have a readily determinable fair value. Refer to Note 4. Recently adopted accounting pronouncements . In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers.” ASU 2014-09, as amended and codified into Topic 606, 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. As required, we adopted Topic 606 on January 1, 2018 using the full retrospective approach, and have elected to use the following practical expedients that are permitted under the rules of the adoption, which have been applied consistently to all contracts within all reporting periods presented: • For all reporting periods presented before January 1, 2018, we have not restated revenue from contracts that begin and are completed within the same annual reporting period. • For all reporting periods presented before January 1, 2018, we have not disclosed the amount of the transaction price allocated to the remaining performance obligations or an explanation of when we expect to recognize that amount as revenue. • We have applied the practical expedient provided for by Topic 606 by not adjusting the transaction price for significant financing components for periods less than one year. As a result of adopting Topic 606 on January 1, 2018 using the full retrospective approach, we revised our comparative financial statements for the prior years as if Topic 606 had been effective for those periods. As a result, the following financial statement line items for 2017 and 2016 were affected: Consolidated Statement of Operations For the year ended December 31, 2017 (in thousands) As adjusted under Topic 606 As originally reported Effect of change Revenue from services $ 782,710 $ 889,076 $ (106,366 ) Revenue from transfer of intellectual property and other 75,537 70,668 4,869 Selling, general and administrative 414,628 520,994 (106,366 ) Research and development 126,435 125,186 1,249 For the year ended December 31, 2016 As adjusted under Topic 606 As originally reported Effect of change Revenue from services $ 928,572 $ 1,012,129 $ (83,557 ) Revenue from transfer of intellectual property and other 105,455 126,065 (20,610 ) Selling, general and administrative 407,331 490,888 (83,557 ) Research and development 113,871 111,205 2,666 Consolidated Balance Sheet December 31, 2017 (in thousands) As adjusted under Topic 606 As originally reported Effect of change Other current assets and prepaid expenses $ 42,513 $ 37,113 $ 5,400 Accrued expenses 225,796 215,102 10,694 Other long-term liabilities, principally contract liabilities, contingent consideration and line of credit 256,415 219,954 36,461 Accumulated deficit (1,048,914 ) (1,007,159 ) (41,755 ) Consolidated Statement of Cash Flows For the year ended December 31, 2017 As adjusted under Topic 606 As originally reported Effect of change Net loss $ (305,250 ) $ (308,870 ) $ 3,620 Other current assets and prepaid expenses 4,771 10,171 (5,400 ) Contract liabilities (58,876 ) (60,656 ) 1,780 For the year ended December 31, 2016 As adjusted under Topic 606 As originally reported Effect of change Net loss $ (48,359 ) $ (25,083 ) $ (23,276 ) Contract liabilities (50,893 ) (74,169 ) 23,276 The most significant change above relates to amounts in our clinical laboratory operations that were historically classified as provision for bad debts, primarily related to patient responsibility, which are now considered an element of variable consideration as an implicit price concession in determining revenues under Topic 606. Accordingly, we report uncollectible balances associated with individual patients as a reduction of the transaction price and therefore as a reduction in Revenue from services when historically these amounts were classified as provision for bad debts within Selling, general and administrative expenses. In addition, under Topic 606, the upfront consideration received for a license and contract services combined performance obligation is recognized as revenue to the extent of costs incurred based on the length of the expected performance period and the subjectivity in estimating progress towards satisfaction of the performance obligation. Under previous accounting, we recognized revenue over the expected performance period. The adoption of Topic 606 resulted in a cumulative revenue reduction of $41.8 million and an increase of our accumulated deficit balance as of December 31, 2017; with a corresponding increase in our contract liabilities. For the years ended December 31, 2017 and 2016, Revenue from the transfer of intellectual property and other was increased (decreased) by $3.4 million and $(23.3) million , respectively, for the change in accounting. For a further discussion of the adoption of Topic 606, refer to Note 14. 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. As a result of the required adoption of ASU 2016-01 on January 1, 2018, we recorded a cumulative-effect adjustment to reclassify our net unrealized gains on our equity securities of $4.9 million as of January 1, 2018 from Accumulated other comprehensive loss to Accumulated deficit in our Consolidated Balance Sheet. Changes in the fair value of certain of our equity securities subsequent to the adoption of ASU 2016-01 on January 1, 2018 will be predominately recognized in net income. 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. The required adoption of ASU 2016-15 in the first quarter of 2018 did not have a significant impact on our Consolidated Financial Statements. In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805),” which clarifies the definition of a business to assist entities in evaluating whether transactions should be accounted for acquisitions (or disposals) of assets or businesses. The required adoption of ASU 2017-01 in the first quarter of 2018 did not have a significant impact 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. Under ASU 2017-04, an impairment loss will reflect the amount by which the carrying amount of a reporting unit exceeds its fair value, not to exceed the carrying amount of goodwill. We early adopted the provisions of ASU 2017-04 prospectively in the fourth quarter of 2018. For a further discussion of the adoption of ASU 2017-04, refer to Goodwill and intangible assets earlier in this Note 2. Pending accounting pronouncements . 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. ASU 2016-02, as amended, requires 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 have begun a process to identify a complete population of our leases. Such process includes reviewing various contracts to identify whether such arrangements convey the right to control the use of an identified asset. The determination of the impact of this new guidance is ongoing and, as such, we are not able to reasonably estimate the effect the adoption of this new standard will have on our financial statements. Based on our preliminary assessment of this ASU, we believe the new standard will have a significant impact on our Consolidated Balance Sheet, which has not yet been quantified. In July 2018, the FASB issued an ASU to provide an additional transition method to adopt the guidance by allowing entities to initially apply the new leases standard at the adoption date and recognize a cumulative effect to the opening balance of retained earnin |
Loss Per Share
Loss Per Share | 12 Months Ended |
Dec. 31, 2018 | |
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 and warrants is determined by applying the “treasury stock” method. The dilutive impact of the 2033 Senior Notes and 2023 Convertible Notes (each, as defined herein and as discussed in Note 6) has 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 and 2023 Convertible Notes in the dilutive computation. The following table sets forth the computation of basic and diluted earnings (loss) per share: For the years ended December 31, (In thousands, except per share data) 2018 2017 2016 Numerator Net loss, basic $ (153,040 ) $ (305,250 ) $ (48,359 ) Add: Interest on 2033 Senior Notes — — 2,451 Change in FV of embedded derivative income — — (7,001 ) Net loss, diluted $ (153,040 ) $ (305,250 ) $ (52,909 ) Denominator (Shares in thousands) Weighted average common shares outstanding, basic 563,144 559,161 550,847 Effect of dilutive securities: 2033 Senior Notes — — 4,758 Dilutive potential shares — — 4,758 Weighted average common shares outstanding, diluted 563,144 559,161 555,605 Loss per share, basic $ (0.27 ) $ (0.55 ) $ (0.09 ) Loss per share, diluted $ (0.27 ) $ (0.55 ) $ (0.10 ) A total of 16,568,520 , 6,255,624 and 4,736,104 potential shares of Common Stock have been excluded from the calculation of diluted net loss per share for the years ended December 31, 2018 , 2017 and 2016, respectively, because their inclusion would be antidilutive. During the year ended December 31, 2018 , 540,000 Common Stock options and Common Stock warrants to purchase shares of our Common Stock were exercised, resulting in the issuance of 353,677 shares of Common Stock. Of the 540,000 Common Stock options and Common Stock warrants exercised, 186,323 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, 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 |
Acquisitions, Investments, and
Acquisitions, Investments, and Licenses | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Acquisitions, Investments, and Licenses | Acquisitions, Investments and Licenses Investments The following table reflects the accounting method, carrying value and underlying equity in net assets of our unconsolidated investments as of December 31, 2018 : (in thousands) Investment type Investment Carrying Value Underlying Equity in Net Assets Equity method investments $ 2,505 $ 11,658 Variable interest entity, equity method 1,116 44 Equity securities 26,313 Equity securities with no readily determinable fair value 439 Warrants and options 855 Total carrying value of investments $ 31,228 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. (“Neovasc”)( 4% ), 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, 2018 were $234.3 million , $85.9 million , and $179.8 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. Included in Loss from investments in investees for the year ended December 31, 2018 is a charge of $2.9 million to write our investment in InCellDx, Inc. down to its fair value as of December 31, 2018 . 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, 2018 is $15.3 million . Equity securities Our equity securities consist of investments in Phio Pharmaceuticals (“Phio”), previously Rxi Pharmaceuticals, (ownership 0% ), VBI Vaccines Inc. (“VBI”) ( 7% ), ChromaDex Corporation ( 0% ), MabVax Therapeutics Holdings, Inc. (“MabVax”) ( 2% ) and Eloxx Pharmaceuticals, Inc. (“Eloxx”)( 4% ). We have determined that our ownership, along with that of our related parties, does not provide us with significant influence over the operations of these investments. Accordingly, we account for our investment in these entities as equity securities, and we record changes in the fair value of these investments in Other income (expense) each reporting period when they have readily determinable fair value. Equity securities without a readily determinable fair value are adjusted to fair value when an observable price change can be identified. Net gains and losses on our equity securities for the year ended December 31, 2018 are as follows: (in thousands) Equity Securities For the twelve months ended December 31, 2018 Net gains and losses recognized during the period on equity securities $ 2,752 Less: Net gains and losses recognized during the period on equity securities sold during the period 113 Unrealized net gains recognized during the reporting period on equity securities still held at the reporting date $ 2,865 Sales of investments Gains (losses) included in earnings from sales of our investments are recorded in Other income (expense), net in our Consolidated Statement of Operations. Gains (losses) from sale of our investments for the years ended December 31, 2018 and 2017 , was $25.8 thousand and $1.5 million , respectively. No gains (losses) were recognized during the years ended December 31, 2016 . The cost of securities sold is based on the specific identification method. Warrants and options In addition to our equity method investments and equity securities, we hold options to purchase 0.4 million additional shares of BioCardia, 0.2 million of which are vested as of December 31, 2018 , and 33 thousand , 0.7 million , 0.5 million , 22 thousand and 29 thousand of warrants to purchase additional shares of COCP, InCellDx, Inc., Xenetic, Phio 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 18 and Note 19. 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, 2018 ). 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. Other We recorded $8.8 million |
Composition of Certain Financia
Composition of Certain Financial Statement Captions | 12 Months Ended |
Dec. 31, 2018 | |
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) 2018 2017 Accounts receivable, net Accounts receivable $ 145,665 $ 166,962 Less: allowance for doubtful accounts (1,758 ) (1,446 ) $ 143,907 $ 165,516 Inventories, net Consumable supplies $ 23,264 $ 21,546 Finished products 15,259 21,012 Work in-process 2,473 5,873 Raw materials 4,259 7,467 Less: inventory reserve (2,956 ) (6,565 ) $ 42,299 $ 49,333 Other current assets and prepaid expenses Other receivables $ 2,368 $ 3,398 Taxes recoverable 15,708 18,138 Prepaid supplies 9,693 8,207 Prepaid insurance 3,436 3,532 Other 3,847 9,238 $ 35,052 $ 42,513 Property, plant and equipment, net: Machinery, medical and other equipment $ 147,757 $ 112,961 Leasehold improvements 34,607 34,121 Furniture and fixtures 12,737 11,540 Automobiles and aircraft 10,133 11,137 Software 13,425 12,469 Building 18,554 8,227 Land 2,453 2,552 Construction in process 16,670 39,397 Less: accumulated depreciation (111,662 ) (85,847 ) $ 144,674 $ 146,557 Intangible assets, net: Customer relationships $ 446,296 $ 448,345 Technologies 340,729 340,921 Trade names 50,404 50,553 Covenants not to compete 16,322 16,372 Licenses 5,766 10,305 Product registrations 7,861 10,475 Other 5,613 5,799 Less: accumulated amortization (258,539 ) (198,935 ) $ 614,452 $ 683,835 For the years ended December 31, (In thousands) 2018 2017 Accrued expenses: Contract liabilities $ 63,503 $ 56,883 Employee benefits 45,621 50,377 Taxes payable 3,233 4,609 Contingent consideration 2,375 11,750 Clinical trials 10,401 12,191 Capital leases short-term 3,280 3,399 Milestone payment 4,871 4,868 Professional fees 7,935 2,355 Other 62,294 79,364 $ 203,513 $ 225,796 Other long-term liabilities: Contract liabilities $ 27,566 $ 95,450 Line of credit 105,198 104,152 Contingent consideration 22,162 29,603 Capital leases long-term 5,620 7,786 Mortgages and other debts payable 4,654 1,567 Other 33,768 17,857 $ 198,968 $ 256,415 All of our intangible assets and goodwill acquired relate to our acquisitions of principally OPKO Renal, OPKO Biologics, EirGen Pharma Limited (“EirGen”) and BioReference. We amortize intangible assets with definite lives on a straight-line basis over their estimated useful lives. The estimated useful lives by asset class are as follows: technologies - 5 - 17 years , customer relationships - 7 - 20 years , product registrations - 7 - 10 years , covenants not to compete - 5 years , trade names - 5 - 10 years , other 9 - 10 years . 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 in which we operate. The changes in value of the intangible assets and goodwill during the years ended December 31, 2018 and 2017 are primarily due to foreign currency fluctuations between the Chilean Peso, the Euro and the Shekel against the U.S. dollar. 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 2018 Allowance for doubtful accounts $ (1,446 ) (665 ) 353 — $ (1,758 ) Inventory reserve $ (6,565 ) (1,915 ) 5,524 — $ (2,956 ) Tax valuation allowance $ (142,062 ) (12,854 ) — — $ (154,916 ) 2017 Allowance for doubtful accounts $ (1,671 ) (891 ) 1,063 53 $ (1,446 ) Inventory reserve $ (945 ) (5,390 ) (230 ) — $ (6,565 ) Tax valuation allowance $ (55,415 ) (82,358 ) — (4,289 ) $ (142,062 ) The following table summarizes the changes in Goodwill during the years ended December 31, 2018 and 2017 . 2018 2017 (In thousands) Balance at January 1 Goodwill impairment Foreign exchange and other Balance at December 31st Balance at January 1 Foreign exchange Balance at December 31 Pharmaceuticals CURNA $ 4,827 $ — $ 4,827 $ 4,827 $ — $ 4,827 EirGen 89,226 (3,981 ) 85,245 78,358 10,868 89,226 FineTech 11,698 (11,698 ) — — 11,698 — 11,698 OPKO Biologics 139,784 — 139,784 139,784 — 139,784 OPKO Chile 5,203 (589 ) 4,614 4,785 418 5,203 OPKO Health Europe 7,898 (352 ) 7,546 6,936 962 7,898 OPKO Renal 2,069 — 2,069 2,069 — 2,069 Transition Therapeutics 3,608 (286 ) 3,322 3,360 248 3,608 Diagnostics BioReference 401,821 — 401,821 401,821 — 401,821 OPKO Diagnostics 17,977 — 17,977 17,977 — 17,977 OPKO Lab 32,988 — 32,988 32,988 — 32,988 $ 717,099 $ (11,698 ) $ (5,208 ) $ 700,193 $ 704,603 $ 12,496 $ 717,099 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt | Debt On November 8, 2018, we entered into a credit agreement with an affiliate of Dr. Frost, pursuant to which the lender committed to provide us with an unsecured line of credit in the amount of $60 million . Borrowings under the line of credit will bear interest at a rate of 10% per annum and may be repaid and reborrowed at any time. The credit agreement includes various customary remedies for the lender following an event of default, including the acceleration of repayment of outstanding amounts under line of credit. The line of credit matures on November 8, 2023. As of as of December 31, 2018 , no funds were borrowed under the line of credit, and in February 2019, we repaid amounts borrowed in 2019 and terminated the credit agreement. In February 2018, we issued a series of 5% Convertible Promissory Notes (the “2023 Convertible Notes”) in the aggregate principal amount of $55.0 million . The 2023 Convertible Notes mature 5 years from the date of issuance. Each holder of a 2023 Convertible Note has the option, from time to time, to convert all or any portion of the outstanding principal balance of such 2023 Convertible Note, together with accrued and unpaid interest thereon, into shares of our Common Stock, par value $0.01 per share, 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 2023 Convertible 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 2023 Convertible Notes contain customary events of default and representations and warranties of OPKO. The issuance of the 2023 Convertible Notes and the issuance of the Shares, if any, upon conversion thereof was not, and will not be, respectively, registered under the Securities Act, 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 2023 Convertible 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. 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. 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 related 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, 2018 : (In thousands) 2033 Senior Notes Discount Debt Issuance Cost Total Balance at December 31, 2017 $ 31,850 $ (2,565 ) $ (125 ) $ 29,160 Amortization of debt discount and debt issuance costs — 2,277 125 2,402 Balance at December 31, 2018 $ 31,850 $ (288 ) $ — $ 31,562 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 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). 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 February 1, 2019, approximately $28.8 million aggregate principal amount of 2033 Senior Notes were tendered by holders pursuant to such holders’ option to require us to repurchase the 2033 Senior Notes. 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, we combined these embedded derivatives and valued them together as one unit of accounting. In 2017, certain terms of the embedded derivatives expired pursuant to the original agreement and the embedded derivatives no longer met the criteria to be separated from the host contract and, as a result, the embedded derivatives were no longer required to be valued separate and apart from the 2033 Senior Notes and were reclassified to additional paid in capital. Accordingly, there was no derivative income (loss) for the year ended December 31, 2018 . 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 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”). 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, 2018 , $2.0 million additional funds were available to be borrowed under the Credit Agreement. 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. In February 2018, BioReference and certain of its subsidiaries entered into Amendment No. 7 to the Credit Agreement, 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 26, 2019, BioReference and certain of its subsidiaries entered into Amendment No. 8 to the Credit Agreement, which amended the Credit Agreement to add back certain cost savings resulting from work force reductions in the 2018 fiscal year to the calculation of EBITDA for purposes of complying with the minimum fixed charge coverage ratio covenant. 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, 2018 were approximately $916.4 million , which includes goodwill of $401.8 million and intangible assets of $405.3 million . In addition to the Credit Agreement with CB, we have line of credit agreements with eleven other financial institutions as of December 31, 2018 and 2017 in the U.S., 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, 2018 Credit line capacity December 31, December 31, 2017 JP Morgan Chase 4.02% $ 175,000 $ 105,198 $ 104,152 Itau Bank 5.50% 1,810 232 446 Bank of Chile 6.60% 3,800 432 1,598 BICE Bank 5.50% 2,500 818 1,819 BBVA Bank 5.50% 3,250 858 1,665 Security Bank 5.50% — — 501 Estado Bank 5.50% 3,500 308 2,111 Santander Bank 5.50% 4,500 852 1,988 Scotiabank 5.00% 1,800 2 384 Banco De Sabadell 1.45% 343 — — Banco Bilbao Vizcaya 2.45% 343 — — Santander Bank 2.30% 343 10 — Total $ 197,189 $ 108,710 $ 114,664 At December 31, 2018 and 2017 , the weighted average interest rate on our lines of credit was approximately 4.7% and 4.2% , respectively. At December 31, 2018 and 2017 , we had notes payable and other debt (excluding the 2033 Senior Notes, the 2023 Convertible Notes, the Credit Agreement and amounts outstanding under lines of credit) as follows: (In thousands) December 31, December 31, Current portion of notes payable $ 2,560 $ 1,632 Other long-term liabilities 5,693 2,011 Total $ 8,253 $ 3,643 The notes and other debt mature at various dates ranging from 2019 through 2024 bearing variable interest rates from 1.0% up to 6.3% . The weighted average interest rate on the notes and other debt at December 31, 2018 and 2017 , was 2.1% and 3.0% |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
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. Private placements of common stock On November 8, 2018, we entered into stock purchase agreements with certain investors pursuant to which we agreed to sell to such investors in private placements an aggregate of approximately 26.5 million shares of our Common Stock (the “Shares”) at a purchase price of $3.49 per share, which was the closing bid price of our Common Stock on the NASDAQ Global Select Market (“NASDAQ”) on such date, for an aggregate purchase price of $92.5 million . The investors in the private placements include an affiliate of Dr. Phillip Frost, our Chairman and Chief Executive Officer ( $70 million ), and Dr. Jane Hsiao, our Vice Chairman and Chief Technical Officer ( $2 million ). The issuance of the Shares were made in reliance on the exemption from registration provided in Section 4(a)(2) of the Securities Act based upon the representations made by the investors that they are “accredited investors” and that they are purchasing the Shares without a present view toward a distribution of the Shares. 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. 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, 2018 and 2017, there were no |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income (Loss) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) For the year ended December 31, 2018 , 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, 2017 $ (5,404 ) $ 4,876 $ (528 ) Other comprehensive income (loss) before reclassifications (14,727 ) — (14,727 ) Reclassification adjustment due to adoption of ASU 2016-01 — (4,876 ) (4,876 ) Net other comprehensive income (loss) (14,727 ) (4,876 ) (19,603 ) Balance at December 31, 2018 $ (20,131 ) $ — $ (20,131 ) For the year ended December 31, 2017 , changes in Accumulated other comprehensive income, net of tax, were as follows: (In thousands) Foreign Unrealized 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
Equity-Based Compensation | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 , 2017 , and 2016 . 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 $21.8 million , $28.3 million and $42.7 million for the years ended December 31, 2018 , 2017 , and 2016 , respectively, all of which were reflected as operating expenses. Of the $21.8 million of equity based compensation expense recorded in the year ended December 31, 2018 , $14.7 million was recorded as selling, general and administrative expenses, $4.2 million was recorded as research and development expenses and $2.8 million was recorded as a cost of revenue. 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 expense, $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 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, 2018 , there was $24.6 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 1.48 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, 2018 Year Ended December 31, 2017 Year Ended December 31, 2016 Expected term (in years) 3.0 - 10.0 3.0 - 10.0 1.0 - 10.0 Risk-free interest rate 2.32% - 3.09% 1.32% - 2.41% 0.71% - 2.51% Expected volatility 40% - 54% 38% - 55% 38% - 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, 2018 , there were 26,668,368 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, 2018 , 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, 2017 31,299,385 $ 10.08 6.37 $ 1,886 Granted 5,880,900 $ 4.30 Exercised (540,000 ) $ 3.69 Forfeited (1,533,025 ) $ 8.14 Expired (2,075,962 ) $ 8.48 Outstanding at December 31, 2018 33,031,298 $ 9.31 5.93 $ 232 Vested and expected to vest at December 31, 2018 31,317,632 $ 9.39 5.80 $ 206 Exercisable at December 31, 2018 21,451,856 $ 10.18 4.64 $ 58 The total intrinsic value of stock options exercised for the years ended December 31, 2018 , 2017 , and 2016 was $0.5 million , $6.4 million and $9.9 million , respectively. The weighted average grant date fair value of stock options granted for the years ended December 31, 2018 , 2017 , and 2016 was $2.08 , $4.50 , and $4.78 , respectively. The total fair value of stock options vested during the years ended December 31, 2018 , 2017 , and 2016 was $25.8 million , $34 million and $30.2 million |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
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) 2018 2017 2016 Current Federal $ — $ 2,398 $ — State 6,318 (1,737 ) (2,931 ) Foreign (2,738 ) (3,424 ) (2,438 ) 3,580 (2,763 ) (5,369 ) Deferred Federal 2,045 (10,759 ) 25,739 State 5,673 (2,738 ) 10,657 Foreign 27,428 (2,595 ) 25,088 35,146 (16,092 ) 61,484 Total, net $ 38,726 $ (18,855 ) $ 56,115 Deferred income tax assets and liabilities as of December 31, 2018 and 2017 are comprised of the following: (In thousands) December 31, 2018 December 31, 2017 Deferred income tax assets: Federal net operating loss $ 101,662 $ 79,356 State net operating loss 59,126 46,571 Foreign net operating loss 34,407 35,710 Research and development expense 2,893 4,038 Tax credits 21,669 20,040 Stock options 30,430 28,830 Accruals 6,294 5,719 Equity investments 12,904 8,454 Bad debts 414 20,302 Lease liability 1,370 2,205 Foreign credits 10,837 11,113 Equity securities 2,447 2,406 Other 11,668 17,448 Deferred income tax assets 296,121 282,192 Deferred income tax liabilities: Intangible assets (250,640 ) (280,962 ) Fixed assets (3,486 ) (5,572 ) Other (2,272 ) (2,325 ) Deferred income tax liabilities (256,398 ) (288,859 ) Net deferred income tax assets (liabilities) 39,723 (6,667 ) Valuation allowance (154,916 ) (142,062 ) Net deferred income tax liabilities $ (115,193 ) $ (148,729 ) As of December 31, 2018 , we have federal, state and foreign net operating loss carryforwards of approximately $606.6 million , $801.8 million and $152.3 million , respectively, that expire at various dates through 2038 unless indefinite in nature. Included in the foreign net operating losses is $86.1 million related to OPKO Biologics. As of December 31, 2018 , we have research and development tax credit carryforwards of approximately $21.7 million that expire in varying amounts through 2038. 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. We have determined a valuation allowance is required against all of our net deferred tax assets that we do not expect to be utilized by the reversing of deferred income tax liabilities. 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 $606.6 million of federal net operating loss carryforwards, at least approximately $53.4 million may not be able to be utilized. 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 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 2015. However, because we are carrying forward income tax attributes, such as net operating losses and tax credits from 2015 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 2013 in jurisdictions where we have filed income tax returns. Tax Cuts and Jobs Act 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. We were 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 allowed us to record provisional amounts during a measurement period not to extend beyond one year of the enactment date. As of December 22, 2018 we completed our analysis in accordance with SAB 118 and recorded immaterial adjustments. Effective January 1, 2018, the Tax Act provides for a new global intangible low-taxed income (GILTI) provision. Under the GILTI provision, certain foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets are included in U.S. taxable income. The Company currently estimates GILTI will be immaterial for the year ended December 31, 2018, although interpretive guidance continues to be issued and future guidance may impact this analysis. The Company has not recorded any deferred taxes for future GILTI inclusions as any future inclusions are expected to be treated as a period expense and offset by net operating loss carryforwards in the U.S. 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 determined that we did 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. On January 15, 2019, the U.S. Department of Treasury released final regulations related to the one-time transition tax. Although the Company's assessment of these final rules is not complete, they are not expected to materially impact the Company’s financial statements. Unrecognized Tax Benefits As of December 31, 2018 , 2017 , and 2016 , the total amount of gross unrecognized tax benefits was approximately $17.5 million , $21.3 million , and $27.5 million , respectively. As of December 31, 2018 , the total gross unrecognized tax benefit of $17.5 million consisted of increases of $8.4 million as a result of current year activity, and decreases of $4.6 million as a result of the lapse of statutes of limitations. As of December 31, 2018 , the total amount of unrecognized tax benefits that, if recognized, would affect our effective income tax rate was $(14.2) million . We account for any applicable interest and penalties on uncertain tax positions as a component of income tax expense and we recognized $(1.9) million and $0.4 million of interest expense for the years ended December 31, 2018 and 2017 , respectively. As of December 31, 2017 and 2016 , $(12.4) million and $6.1 million of the unrecognized tax benefits, if recognized, would have affected our effective income tax rate. We believe it is reasonably possible that approximately $1.3 million of unrecognized tax benefits may be recognized within the next twelve months, mainly due to anticipated statute of limitations lapses in various jurisdictions. The following summarizes the changes in our gross unrecognized income tax benefits. For the years ended December 31, (In thousands) 2018 2017 2016 Unrecognized tax benefits at beginning of period $ 21,347 $ 27,545 $ 8,595 Gross increases – tax positions in prior period — 44 1,443 Gross increases – tax positions in current period 8,384 — 18,472 Gross decreases – tax positions in prior period (7,597 ) (1,724 ) (671 ) Lapse of Statute of Limitations (4,621 ) (4,518 ) (294 ) Unrecognized tax benefits at end of period $ 17,513 $ 21,347 $ 27,545 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, 2018 2017 2016 Federal statutory rate 21.0 % 35.0 % 35.0 % State income taxes, net of federal benefit 4.3 % 5.1 % 5.2 % Foreign income tax (6.0 )% (5.3 )% (14.2 )% Income Tax Refunds 3.6 % — % — % Research and development tax credits 1.9 % 0.6 % 5.4 % Non-Deductible components of Convertible Debt (0.2 )% 0.1 % 2.2 % Valuation allowance (7.1 )% (28.4 )% 9.5 % Rate change effect 8.1 % (10.8 )% 21.2 % Non-deductible items (2.9 )% (1.9 )% (1.9 )% Unrecognized tax benefits (1.8 )% (0.7 )% (1.0 )% Other (0.7 )% (0.4 )% (7.7 )% Total 20.2 % (6.7 )% 53.7 % The following table reconciles our losses before income taxes between U.S. and foreign jurisdictions: For the years ended December 31, (In thousands) 2018 2017 2016 Pre-tax income (loss): U.S. $ (132,102 ) $ (247,938 ) $ (92,175 ) Foreign (59,664 ) (38,457 ) (12,299 ) Total $ (191,766 ) $ (286,395 ) $ (104,474 ) |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions On November 8, 2018, we entered into stock purchase agreements with certain investors pursuant to which we agreed to sell to such investors in private placements an aggregate of approximately 26.5 million shares of our Common Stock (the “Shares”) at a purchase price of $3.49 per share, which was the closing bid price of our Common Stock on the NASDAQ on such date, for an aggregate purchase price of $92.5 million . The investors in the private placements include an affiliate of Dr. Phillip Frost, our Chairman and Chief Executive Officer ( $70 million ), and Dr. Jane Hsiao, our Vice Chairman and Chief Technical Officer ( $2 million ). On November 8, 2018, we entered into a credit agreement with an affiliate of Dr. Frost, pursuant to which the lender committed to provide us with an unsecured line of credit in the amount of $60 million . Borrowings under the line of credit will bear interest at a rate of 10% per annum and may be repaid and reborrowed at any time. The credit agreement includes various customary remedies for the lender following an event of default, including the acceleration of repayment of outstanding amounts under line of credit. The line of credit matures on November 8, 2023. As of as of December 31, 2018 , no funds were borrowed under the line of credit. We repaid amounts borrowed in 2019 and terminated the line of credit on or around February 20, 2019. In February 2018, we issued the 2023 Convertible Notes in the aggregate principal amount of $55.0 million . Refer to Note 6. Purchasers of the 2023 Convertible Notes include Dr. Hsiao and an affiliate of Dr. Frost. We hold investments in Zebra (ownership 29% ), Neovasc ( 4% ), ChromaDex Corporation ( 0% ), 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 February 2018, we invested an additional $1.0 million in COCP for a convertible note, which was converted into 538,544 shares of its common stock in May 2018. In April 2017, we invested an additional $1.0 million in COCP for 138,889 shares of its common stock, and in August 2016, we invested an additional $2.0 million in COCP for 162,602 shares of its common stock. In November 2017, we invested an additional $3.0 million in Neovasc for 20,547 shares of its common stock, 20,547 Series A warrants, 20,547 Series B warrants and 8,221 Series C warrants, after adjusting for a 1-for-100 reverse stock split in 2018. In April 2018, we exercised our Series B warrants in a cashless exercise and received 1,069,090 shares of Neovasc common stock. In July 2017, we invested an additional $0.1 million in MabVax for 50,714 shares of common stock and in May 2017, we invested an additional $0.5 million in MabVax for 1,667 shares of Series L Preferred Stock and 107,607 shares of Series I Preferred Stock. We had also invested an additional $1.0 million in MabVax in August 2016 for 69,300 shares of its common stock and warrants to purchase 138,600 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, 2018 , 2017 , and 2016 , we recognized approximately $238 thousand , $361 thousand , and $298 thousand |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2018 | |
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 $8.3 million , $8.4 million and $3.5 million for the years ended December 31, 2018 , 2017 , and 2016 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 , we have recorded $24.6 million as contingent consideration, with $2.4 million recorded within Accrued expenses and $22.2 million recorded within Other long-term liabilities in the accompanying Consolidated Balance Sheets. Refer to Note 5. As previously disclosed, on September 7, 2018, the Securities and Exchange Commission (“SEC”) filed a lawsuit in the Southern District of New York (the “SEC Complaint”) against a number of individuals and entities (the “Defendants”), including the Company and its CEO and Chairman, Phillip Frost (“Dr. Frost”). The SEC alleged, among other things, that the Company (i) aided and abetted an illegal “pump and dump” scheme perpetrated by a number of the Defendants, and (ii) failed to file required Schedules 13D or 13G with the SEC. On December 27, 2018, the Company announced that the Company and Dr. Frost entered into settlement agreements with the Securities and Exchange Commission (the “Commission”), which upon approval of the court would resolve the SEC Complaint against each of them. The settlement was approved by the Court in January 2019. Pursuant to the settlement, and without admitting or denying any of the allegations of the Complaint, the Company is enjoined from violating Section 13(d) of the Exchange Act and paid a $100,000 penalty. Liability under Section 13(d) can be established without any showing of wrongful intent or negligence. Following the SEC’s announcement of the SEC Complaint, we have been named in seven class action lawsuits and more than a dozen derivative suits relating to the allegations in the SEC Complaint among other matters. The Company intends to vigorously defend itself against the claims. Based on the early stages of these legal proceedings, at this time, the Company is not able to reasonably estimate a possible range of loss, if any, that may result from these allegations. For a more detailed discussion of pending matters, please see Part II, Item 1, “Legal Proceedings.” In August 2017, we entered into a Commitment Letter (the “Commitment Letter”) with Veterans Accountable Care Group, LLC (“VACG”) in connection with the 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. We were notified in January 2019 that the bid was awarded to a third party. If VACO were to have been successful in its bid, we would have acquired a fifteen percent ( 15% ) membership interest in VACO. In addition, BioReference, our wholly-owned subsidiary, would have provided 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 and had VACO been successful in its bid, 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 6.5% per annum, payable quarterly in arrears. The Facility would be 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 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, Civil Investigative Demands (“CIDs”) 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 CIDs, 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. 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 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. 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, fail to generate expected cash flow from BioReference, 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, 2018 , 2017 and 2016, we recognized $4.9 million , $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, 2018 , we were committed to make future purchases for inventory and other items in 2019 that occur in the ordinary course of business under various purchase arrangements with fixed purchase provisions aggregating $98.5 million |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Effective January 1, 2018, we adopted Accounting Standards Codification Topic 606, Revenue from Contracts with Customers. We generate revenues from services, products and intellectual property as follows: Revenue from services Revenue for laboratory services is recognized at the time test results are reported, which approximates when services are provided and the performance obligations are satisfied. 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. Billings for services are included in revenue net of allowances for contractual discounts, allowances for differences between the amounts billed and estimated program payment amounts, and implicit price concessions provided to uninsured patients which are all elements of variable consideration. The following are descriptions of our payors for laboratory services: Healthcare Insurers. Reimbursements from healthcare insurers are based on negotiated fee-for-service schedules. Revenues consist of amounts billed, net of contractual allowances for differences between amounts billed and the estimated consideration we expect to receive from such payors, which considers historical denial and collection experience and the terms of our contractual arrangements. Adjustments to the allowances, based on actual receipts from the third-party payors, are recorded upon settlement. Government Payors. Reimbursements from government payors are based on fee-for-service schedules set by governmental authorities, including traditional Medicare and Medicaid. Revenues consist of amounts billed, net of contractual allowances for differences between amounts billed and the estimated consideration we expect to receive from such payors, which considers historical denial and collection experience and the terms of our contractual arrangements. Adjustments to the allowances, based on actual receipts from the government payors, are recorded upon settlement. Client Payors. Client payors include physicians, hospitals, employers, and other institutions for which services are performed on a wholesale basis, and are billed and recognized as revenue based on negotiated fee schedules. Patients. Uninsured patients are billed based on established patient fee schedules or fees negotiated with physicians on behalf of their patients. Insured patients (including amounts for coinsurance and deductible responsibilities) are billed based on fees negotiated with healthcare insurers. Collection of billings from patients is subject to credit risk and ability of the patients to pay. Revenues consist of amounts billed net of discounts provided to uninsured patients in accordance with our policies and implicit price concessions. Implicit price concessions represent differences between amounts billed and the estimated consideration that we expect to receive from patients, which considers historical collection experience and other factors including current market conditions. Adjustments to the estimated allowances, based on actual receipts from the patients, are recorded upon settlement. 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 as an element of variable consideration in the recognition of revenue in the period the related services are rendered. Actual amounts are adjusted in the period those adjustments become known. For the years ended December 31, 2018 and 2017 , revenue reductions due to changes in estimates of implicit price concessions for performance obligations satisfied in prior periods of $22.8 million and $66.0 million , respectively, were recognized. No material revenue reductions due to changes in estimates of implicit price concessions for performance obligations satisfied in prior periods were recognized during the year ended December 31, 2016. Third-party payors, including government programs, may decide to deny payment or recoup payments for testing they contend were improperly billed or not medically necessary, against their coverage determinations, or for which they believe they have otherwise overpaid (including as a result of their own error), and we may be required to refund payments already received. Our revenues may be subject to retroactive adjustment as a result of these factors among others, including without limitation, differing interpretations of billing and coding guidance and changes by government agencies and payors in interpretations, requirements, and “conditions of participation” in various programs. We have processed requests for recoupment from third-party payors in the ordinary course of our business, and it is likely that we will continue to do so in the future. If a third-party payer denies payment for testing or recoups money from us in a later period, reimbursement revenue for our testing could decline. As an integral part of our billing compliance program, we periodically assess our billing and coding practices, respond to payor audits on a routine basis, and investigate reported failures or suspected failures to comply with federal and state healthcare reimbursement requirements, as well as overpayment claims which may arise from time to time without fault on the part of the Company. We may have an obligation to reimburse Medicare, Medicaid, and third-party payors for overpayments regardless of fault. We have periodically identified and reported overpayments, reimbursed payors for overpayments and taken appropriate corrective action. Settlements with third-party payors for retroactive adjustments due to audits, reviews or investigations are also considered variable consideration and are included in the determination of the estimated transaction price for providing services. These settlements are estimated based on the terms of the payment agreement with the payor, correspondence from the payor and our historical settlement activity, including an assessment of the probability a significant reversal of cumulative revenue recognized will occur when the uncertainty is subsequently resolved. Estimated settlements are adjusted in future periods as adjustments become known (that is, new information becomes available), or as years are settled or are no longer subject to such audits, reviews, and investigations. During 2017, a payor informed us it had overpaid BioReference due to an error on its part over a period of approximately ten years, including multiple years prior to the acquisition of BioReference by OPKO in August 2015. As of December 31, 2018 and 2017 , we have liabilities of approximately $35.9 million and $30.0 million within Accrued expenses and Other long-term liabilities related to reimbursements for payor overpayments. The composition of Revenue from services by payor for the years ended December 31, 2018 , 2017 and 2016 is as follows: For the years ended December 31, (In thousands) 2018 2017 2016 Healthcare insurers $ 370,096 $ 368,628 $ 649,036 Government payors 271,590 264,493 118,526 Client payors 150,259 128,867 127,363 Patients 21,303 20,722 33,647 Total $ 813,248 $ 782,710 $ 928,572 Revenue from products We recognize revenue from product sales when a customer obtains control of promised goods or services. The amount of revenue that is recorded reflects the consideration that we expect to receive in exchange for those goods or services. 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 which are all elements of variable consideration. Allowances are recorded as a reduction of revenue at the time product revenues are recognized. The actual amounts of consideration ultimately received may differ from our estimates. If actual results in the future vary from our estimates, we will adjust these estimates, which would affect Revenue from products in the period such variances become known. 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 payors that provide for government-mandated and/or privately-negotiated rebates, chargebacks and discounts with respect to the purchase of Rayaldee . We recognize revenue for shipments of Rayaldee at the time of delivery to customers after estimating Sales Deductions and product returns as elements of variable consideration utilizing historical information and market research projections. For the years ended December 31, 2018 , and 2017 , we recognized $20.3 million and $9.1 million in net product revenue from sales of Rayaldee . The following table presents an analysis of product sales allowances and accruals as contract liabilities for the year ended December 31, 2018 : (In thousands) Chargebacks, discounts, rebates and fees Governmental Returns Total Balance at December 31, 2017 $ 233 $ 348 $ 437 $ 1,018 Provision related to current period sales 5,704 10,061 680 16,445 Credits or payments made (4,621 ) (8,319 ) (480 ) (13,420 ) Balance at December 31, 2018 $ 1,316 $ 2,090 $ 637 $ 4,043 Total gross Rayaldee sales $ 36,715 Provision for Rayaldee sales allowances and accruals as a percentage of gross Rayaldee sales 45 % Taxes collected from customers related to revenues from services and revenues from products are excluded from revenues. Revenue from intellectual property We recognize revenues from the transfer of intellectual property generated through license, development, collaboration and/or commercialization agreements. The terms of these agreements typically include payment to us for one or more of the following: non-refundable, up-front license fees; development and commercialization milestone payments; funding of research and/or development activities; and royalties on sales of licensed products. Revenue is recognized upon satisfaction of a performance obligation by transferring control of a good or service to the customer. For research, development and/or commercialization agreements that result in revenues, we identify all material performance obligations, which may include a license to intellectual property and know-how, and research and development activities. In order to determine the transaction price, in addition to any upfront payment, we estimate the amount of variable consideration at the outset of the contract either utilizing the expected value or most likely amount method, depending on the facts and circumstances relative to the contract. We constrain (reduce) our estimates of variable consideration such that it is probable that a significant reversal of previously recognized revenue will not occur throughout the life of the contract. When determining if variable consideration should be constrained, we consider whether there are factors outside of our control that could result in a significant reversal of revenue. In making these assessments, we consider the likelihood and magnitude of a potential reversal of revenue. These estimates are re-assessed each reporting period as required. Upfront License Fees: If a license to our intellectual property is determined to be functional intellectual property distinct from the other performance obligations identified in the arrangement, we recognize revenue from nonrefundable, upfront license fees based on the relative value prescribed to the license compared to the total value of the arrangement. The revenue is recognized when the license is transferred to the customer and the customer is able to use and benefit from the license. For licenses that are not distinct from other obligations identified in the arrangement, we utilize judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time. If the combined performance obligation is satisfied over time, we apply an appropriate method of measuring progress for purposes of recognizing revenue from nonrefundable, upfront license fees. We evaluate the measure of progress each reporting period and, if necessary, adjust the measure of performance and related revenue recognition. Development and Regulatory Milestone Payments: Depending on facts and circumstances, we may conclude that it is appropriate to include the milestone in the estimated transaction price or that it is appropriate to fully constrain the milestone. A milestone payment is included in the transaction price in the reporting period that we conclude that it is probable that recording revenue in the period will not result in a significant reversal in amounts recognized in future periods. We may record revenues from certain milestones in a reporting period before the milestone is achieved if we conclude that achievement of the milestone is probable and that recognition of revenue related to the milestone will not result in a significant reversal in amounts recognized in future periods. We record a corresponding contract asset when this conclusion is reached. Milestone payments that have been fully constrained are not included in the transaction price to date. These milestones remain fully constrained until we conclude that achievement of the milestone is probable and that recognition of revenue related to the milestone will not result in a significant reversal in amounts recognized in future periods. We re-evaluate the probability of achievement of such development milestones and any related constraint each reporting period. We adjust our estimate of the overall transaction price, including the amount of revenue recorded, if necessary. Research and Development Activities: If we are entitled to reimbursement from our customers for specified research and development expenses, we account for them as separate performance obligations if distinct. We also determine whether the research and development funding would result in revenues or an offset to research and development expenses in accordance with provisions of gross or net revenue presentation. The corresponding revenues or offset to research and development expenses are recognized as the related performance obligations are satisfied. Sales-based Milestone and Royalty Payments: Our customers may be required to pay us sales-based milestone payments or royalties on future sales of commercial products. We recognize revenues related to sales-based milestone and royalty payments upon the later to occur of (i) achievement of the customer’s underlying sales or (ii) satisfaction of any performance obligation(s) related to these sales, in each case assuming the license to our intellectual property is deemed to be the predominant item to which the sales-based milestones and/or royalties relate. Other Potential Products and Services: Arrangements may include an option for license rights, future supply of drug substance or drug product for either clinical development or commercial supply at the licensee’s election. We assess if these options provide a material right to the licensee and if so, they are accounted for as separate performance obligations at the inception of the contract and revenue is recognized only if the option is exercised and products or services are subsequently delivered or when the rights expire. If the promise is based on market terms and not considered a material right, the option is accounted for if and when exercised. If we are entitled to additional payments when the licensee exercises these options, any additional payments are generally recorded in license or other revenues when the licensee obtains control of the goods, which is upon delivery. For the years ended December 31, 2018 , 2017 and 2016 we recorded $69.9 million , $75.5 million and $105.5 million of revenue from the transfer of intellectual property, respectively. For the year ended December 31, 2018, revenue from the transfer of intellectual property included $60.0 million related to the Pfizer Transaction and $2.0 million related to a milestone payment from our licensee, Vifor Fresenius Medical Care Renal Pharma Ltd (“VFMCRP”). For the year ended December 31, 2017, revenue from the transfer of intellectual property included $61.2 million related to the Pfizer Transaction and $10.0 million related to a milestone payment from our licensee, TESARO, Inc. (“TESARO”). For the year ended December 31, 2016, revenue from the transfer of intellectual property included $50.0 million related to the our agreement with VFMCRP and $47.3 million related to the Pfizer Transaction. Refer to Note 15. Total contract liabilities included in Accrued expenses and Other long-term liabilities was $91.1 million and $152.3 million at December 31, 2018 and December 31, 2017 , respectively. The contract liability balance at December 31, 2018 and 2017 |
Strategic Alliances
Strategic Alliances | 12 Months Ended |
Dec. 31, 2018 | |
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 “JT 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 and received another $6 million upon the initiation of OPKO’s phase 2 study for Rayaldee in dialysis patients in the U.S. in September 2018. 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. 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) at JT’s option, EirGen will supply products to support the development, sale and commercialization of the products to JT in the JT Territory. The initial consideration primarily includes the non-refundable $6 million upfront payment and the $6 million we received upon the initiation of our phase 2 study for Rayaldee in dialysis patients in the U.S. The initial consideration will be recognized over the performance period through 2021, when we anticipate completing the transfer of license materials specified in the JT Agreement and our performance obligation is complete. 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 these milestones. Vifor Fresenius Medical Care Renal Pharma Ltd 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 U.S., (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 CKD 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 , which was recognized in Revenue from the transfer of intellectual property and other in our Consolidated Statement of Operations in 2016. EirGen also received a $2.0 million payment triggered by the approval of Rayaldee in Canada for the treatment of SHPT in adults with stage 3 or 4 CKD and vitamin D insufficiency in July 2018. EirGen is also eligible to receive up to an additional $35 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. We plan to share responsibility with VFMCRP 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 first of the clinical studies provided for in the development activities commenced in September 2018. In connection with the VFMCRP Agreement, the parties entered into a 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 U.S. solely for the treatment of SHPT in dialysis patients with CKD 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 U.S. VFMCRP would also pay EirGen up to an additional aggregate amount of $555 million of sales-based milestones 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 U.S. for the Dialysis Indication. To date, VFMCRP has not exercised its option. 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 will be recognized as revenue in the period in which the associated milestone is achieved or sales occur, assuming all other revenue recognition criteria are met. 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 are recognizing the non-refundable $295.0 million upfront payments as the research and development services are completed and had contract liabilities related to the Pfizer Transactions of $83.1 million at December 31, 2018 , of which $60.6 million was classified in Accrued expenses and $22.5 million was classified in Other long-term liabilities. 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. The milestone payments 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. 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. The sales based milestone payments will be recognized as revenue in full in the period in which the associated sales occur. During year ended December 31, 2017 , $10.0 million of revenue was recognized related to the achievement of the milestones under the TESARO License. During the years ended December 31, 2018 and 2016 , no revenue 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 U.S. and Europe at percentage rates that range from the low double digits to the low twenties, and outside of the U.S. and Europe at low double-digit percentage rates. Royalties will be recognized in the period the sales occur. 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. TESARO announced during the first quarter of 2018 that it has elected to suspend further distribution of Varubi IV. TESARO assigned its rights and obligations under the agreement to TerSera Therapeutics LLC (“TerSera”) in June 2018 pursuant to an asset purchase agreement. Under the asset purchase agreement, TerSera is responsible for VARUBI in the U.S. and Canada and TESARO can continue to commercialize VARUBY® in Europe and the rest of the world though a sublicense with TerSera. 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 (now known as Phio Pharmaceuticals Corp.) 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 |
Leases
Leases | 12 Months Ended |
Dec. 31, 2018 | |
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 , $18.9 million , and $18.8 million for the years ended December 31, 2018 , 2017 , and 2016 , respectively. As of December 31, 2018 , 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) 2019 $ 18,386 2020 11,535 2021 7,385 2022 4,074 2023 2,446 Thereafter 1,650 Total minimum operating lease commitments $ 45,476 Capital leases 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, 2018 Automobiles $ 10,133 Less: Accumulated Depreciation (5,056 ) Net capital leases in Property, plant and equipment $ 5,077 As of December 31, 2018 , 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) 2019 $ 2,995 2020 2,692 2021 2,012 2022 871 2023 479 Total minimum capital lease commitments 9,049 Less: Amounts representing interest 149 Net capital liability $ 8,900 Current $ 3,280 Long-term $ 5,620 |
Segments
Segments | 12 Months Ended |
Dec. 31, 2018 | |
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, Rayaldee product sales and our pharmaceutical research and development. The diagnostics segment primarily consists of our clinical laboratory operations we acquired through the acquisition of BioReference 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) 2018 2017 2016 Revenue from services: Pharmaceutical $ — $ — $ — Diagnostics 813,248 782,710 928,572 Corporate — — — $ 813,248 $ 782,710 $ 928,572 Revenue from products: Pharmaceutical $ 107,112 $ 107,759 $ 83,467 Diagnostics — — — Corporate — — — $ 107,112 $ 107,759 $ 83,467 Revenue from transfer of intellectual property and other: Pharmaceutical $ 69,906 $ 75,537 $ 105,455 Diagnostics — — — Corporate — — — $ 69,906 $ 75,537 $ 105,455 Operating loss: Pharmaceutical $ (82,641 ) $ (84,287 ) $ (33,117 ) Diagnostics (44,942 ) (136,540 ) (3,394 ) Corporate (43,614 ) (55,615 ) (60,040 ) $ (171,197 ) $ (276,442 ) $ (96,551 ) Depreciation and amortization: Pharmaceutical $ 28,007 $ 27,513 $ 18,254 Diagnostics 69,246 74,442 78,233 Corporate 91 138 89 $ 97,344 $ 102,093 $ 96,576 Income (loss) from investment in investees: Pharmaceutical $ (10,822 ) $ (12,646 ) $ (7,665 ) Diagnostics (3,675 ) (1,825 ) 13 Corporate — — — $ (14,497 ) $ (14,471 ) $ (7,652 ) Revenues: United States $ 837,509 $ 803,853 $ 933,498 Ireland 78,102 80,905 114,509 Chile 41,216 44,286 35,364 Spain 18,195 18,285 15,812 Israel 9,479 13,951 15,317 Mexico 5,598 4,605 2,988 Other 167 121 6 $ 990,266 $ 966,006 $ 1,117,494 (In thousands) December 31, December 31, Assets: Pharmaceutical $ 1,236,499 $ 1,282,564 Diagnostics 1,162,160 1,241,388 Corporate 52,413 66,004 $ 2,451,072 $ 2,589,956 Goodwill: Pharmaceutical $ 247,407 $ 264,313 Diagnostics 452,786 452,786 Corporate — — $ 700,193 $ 717,099 No customer represented more than 10% of our total consolidated revenue during the years ended December 31, 2018 , 2017 and 2016. As of December 31, 2018 and 2017, no 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, 2018 December 31, 2017 PP&E: U.S. $ 76,907 $ 89,114 Foreign 67,767 57,443 Total $ 144,674 $ 146,557 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2018 | |
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. As of December 31, 2018 , we have equity securities (refer to Note 4), forward foreign currency exchange contracts for inventory purchases (refer to Note 19) 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, Phio 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, 2018 (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 $ — $ — $ — $ — Equity securities 26,313 — — 26,313 Common stock options/warrants — 855 — 855 Forward contracts — 21 — 21 Total assets $ 26,313 $ 876 $ — $ 27,189 Liabilities: Contingent consideration: $ — $ — $ 24,537 24,537 Total liabilities $ — $ — $ 24,537 $ 24,537 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 Equity securities 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 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, 2018 and 2017 , the carrying value of our other financial instrument assets 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, 2018 and 2017 : December 31, 2018 (In thousands) Contingent consideration Balance at December 31, 2017 $ 41,353 Total losses (gains) for the period: Included in results of operations (16,816 ) Balance at December 31, 2018 $ 24,537 December 31, 2017 (In thousands) Contingent Embedded 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 $ — 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 $1.6 million . As of December 31, 2018 , of the $24.6 million of contingent consideration, $2.4 million is recorded in Accrued expenses and $22.2 million is recorded in Other long-term liabilities. 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 |
Derivative Contracts
Derivative Contracts | 12 Months Ended |
Dec. 31, 2018 | |
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 $ 855 $ 3,333 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. $ 21 $ (317 ) 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, 2018 and 2017 , 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, 2018 , 2017 and 2016 : For the years ended December 31, (In thousands) 2018 2017 2016 Derivative gain (loss): Common stock options/warrants $ 2,643 $ (2,533 ) $ (4,262 ) 2033 Senior Notes — 3,185 7,001 Forward contracts $ 400 $ (600 ) $ 39 Total $ 3,043 $ 52 $ 2,778 |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Selected Quarterly Financial Data (Unaudited) | Selected Quarterly Financial Data (Unaudited) For the 2018 Quarters Ended (In thousands, except per share data) March 31 June 30 September 30 December 31 Total revenues $ 254,914 $ 263,685 $ 249,815 $ 221,852 Total costs and expenses 297,525 268,793 283,279 311,866 Net income (loss) (43,114 ) (6,201 ) (27,655 ) (76,070 ) Earnings (loss) per share, basic and diluted $ (0.08 ) $ (0.01 ) $ (0.05 ) $ (0.13 ) For the 2017 Quarters Ended (In thousands, except per share data) March 31 June 30 September 30 December 31 Total revenues $ 266,382 $ 292,601 $ 246,040 $ 160,983 Total costs and expenses 311,597 318,432 293,805 318,614 Net income (loss) (34,503 ) (16,916 ) (35,917 ) (217,914 ) Earnings (loss) per share, basic $ (0.06 ) $ (0.03 ) $ (0.06 ) $ (0.39 ) Earnings (loss) per share, diluted $ (0.06 ) $ (0.04 ) $ (0.06 ) $ (0.39 ) Total revenues for the quarters ended December 31, 2018 includes an adjustment of $3.9 million |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events In February 2019, we issued $200.0 million aggregate principal amount of Convertible Senior Notes due 2025 (the “2025 Notes”) in an underwritten public offering. The 2025 Notes will bear interest at a rate of 4.50% per year, payable semiannually in arrears on February 15 and August 15 of each year, beginning on August 15, 2019. The notes mature on February 15, 2025, unless earlier repurchased, redeemed or converted. Holders may convert their 2025 Notes at their option at any time prior to the close of business on the business day immediately preceding November 15, 2024 only under the following circumstances: (1) during any calendar quarter commencing after the calendar quarter ending on March 31, 2019 (and only during such calendar quarter), if the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day; (2) during the five business day period after any five consecutive trading day period (the “measurement period”) in which the trading price per $1,000 principal amount of 2025 Notes for each trading day of the measurement period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; (3) if we call any or all of the 2025 Notes for redemption, at any time prior to the close of business on the scheduled trading day immediately preceding the redemption date; or (4) upon the occurrence of specified corporate events. On or after November 15, 2024, until the close of business on the business day immediately preceding the maturity date, holders of the 2025 Notes may convert their notes at any time, regardless of the foregoing circumstances. Upon conversion, we will pay or deliver, as the case may be, cash, shares of our common stock, or a combination of cash and shares of our common stock, at our election. The conversion rate for the notes will initially be 236.7424 shares of common stock per $1,000 principal amount of 2025 Notes (equivalent to an initial conversion price of approximately $4.22 per share of common stock). The conversion rate for the 2025 Notes will be subject to adjustment in some events but will not be adjusted for any accrued and unpaid interest. In addition, following certain corporate events that occur prior to the maturity date of the notes or if we deliver a notice of redemption, in certain circumstances we will increase the conversion rate of the 2025 Notes for a holder who elects to convert its notes in connection with such a corporate event or notice of redemption as the case may be. We may not redeem the 2025 Notes prior to February 15, 2022. We may redeem for cash any or all of the notes, at our option, on or after February 15, 2022, if the last reported sale price of our common stock has been at least 130% of the conversion price for the notes then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which we provide notice of redemption at a redemption price equal to 100% of the principal amount of the notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date. No sinking fund is provided for the 2025 Notes. If we undergo a fundamental change prior to the maturity date of the 2025 Notes, holders may require us to repurchase for cash all or any portion of their notes at a repurchase price equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. The 2025 Notes will be our senior unsecured obligations and will rank senior in right of payment to any of our indebtedness that is expressly subordinated in right of payment to the 2025 Notes; equal in right of payment to any of our existing and future liabilities that are not so subordinated; effectively junior in right of payment to any of our secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables) of our current or future subsidiaries. On November 8, 2018, we entered into a credit agreement with an affiliate of Dr. Frost, pursuant to which the lender committed to provide us with an unsecured line of credit in the amount of $60 million . The credit agreement was terminated on or around February 20, 2019 and amounts borrowed during 2019 were repaid from the proceeds of the 2025 Convertible Notes offering. On February 1, 2019, approximately $28.8 million aggregate principal amount of 2033 Senior Notes were tendered by holders pursuant to such holders’ option to require us to repurchase the 2033 Senior Notes. Holders of the 2033 Senior Notes issued in January 2013 may require us to repurchase the 2033 Senior Notes for 100% of their principal amount, plus accrued and unpaid interest, again on 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 February 26, 2019, BioReference and certain of its subsidiaries entered into Amendment No. 8 to the Credit Agreement, which amended the Credit Agreement to add back certain cost savings resulting from work force reductions in the 2018 fiscal year to the calculation of EBITDA for purposes of complying with the minimum fixed charge coverage ratio covenant. The other terms of the Credit Agreement remain unchanged. In December 2018, we and Dr. Frost entered into settlements with the SEC, which, upon approval by the court in January 2019, resolved the claims against us and Dr. Frost raised in the SEC complaint. Pursuant to the settlement between us and the SEC, and without admitting or denying any of the allegations of the complaint, we agreed to an injunction from violations of Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), a strict liability claim, and to pay a $100,000 penalty, which has been paid. We also agreed to, within certain stipulated time periods: (i) establish a Management Investment Committee (“MIC”) that will make recommendations to an Independent Investment Committee (“IIC”) of our Board of Directors in connection with existing and future strategic minority investments; and (ii) retain an Independent Compliance Consultant (“ICC”) to (a) advise us on whether filings pursuant to Section 13(d) of the Exchange Act for previous strategic investments made at the suggestion of or in tandem with Dr. Frost should be amended or made to reflect group membership with Dr. Frost and his related entities; (b) review our existing policies and procedures relating to compliance with Section 13(d) of the Exchange Act; and (c) review the independence of the MIC and IIC of our Board of Directors solely for purposes of the handling of strategic minority investments. The ICC is required to report its findings (including recommendations as to filings, amendments, improvements to policies and procedures, and improvement to the composition of the MIC and the IIC to our Board of Directors) to the SEC within 15 days of completion of its work, and we are required to implement the ICC’s recommendations, and to certify our compliance with these undertakings in writing. Under the terms of the settlement between the SEC and Dr. Frost, and without admitting or denying any of the allegations in the Complaint, Dr. Frost agreed to injunctions from violations of Sections 5(a) and (c) and 17(a)(2) of the Securities Act, claims which may be satisfied by strict liability and negligence, respectively, and Section 13(d) of the Exchange Act, also a strict liability claim; to pay approximately $5.5 million in penalty, disgorgement and pre-judgment interest, which has been paid; and to be prohibited, with certain exceptions, from trading in penny stocks. The settlements include no restriction on Dr. Frost’s ability to continue to serve as our CEO and Chairman. We have reviewed all subsequent events and transactions that occurred after the date of our December 31, 2018 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation. The accompanying Consolidated Financial Statements have been prepared in accordance with 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 U.S. (“GAAP”) 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 |
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 expense for the years ended December 31, 2018 and 2017 was $1.9 million and $5.4 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. 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 both December 31, 2018 and 2017 , was $2.0 billion . 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. Due to the loss of a significant customer in 2018, we recorded a goodwill impairment charge of $11.7 million in Asset impairment charges in our Consolidated Statement of Operations for the year ended December 31, 2018 to write the carrying amount of the FineTech reporting unit down to its estimated fair value due to the loss of a significant customer in 2018. No goodwill impairment was recorded for the years ended December 31, 2017 and 2016 as a result of our testing. 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 $10.1 million in Asset impairment charges in our Consolidated Statement of Operations for the year ended December 31, 2018 to write our IPR&D assets for Alpharen and OPK88004 down to their estimated fair value as a result of our testing. We recorded an impairment charge of $13.2 million in Asset impairment charges 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. 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 |
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 equity securities as of December 31, 2018 and 2017 are predominately 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. |
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, 2018 and 2017 |
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 , and automobiles - 3 - 5 years . Expenditures for repairs and maintenance are charged to expense as incurred. Depreciation expense was $29.4 million , $30.6 million and $33.3 million for the years ended December 31, 2018 , 2017 and 2016 |
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. We periodically evaluate the realizability of our net deferred tax assets. Our tax accruals are analyzed periodically and adjustments are made as events occur to warrant such adjustment. Valuation allowances on certain U.S. deferred tax assets and non-U.S. deferred tax assets are established, because realization of these tax benefits through future taxable income does not meet the more-likely-than-not threshold. 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. We were 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 allowed us to record provisional amounts during a measurement period not to extend beyond one year of the enactment date. As of December 22, 2018 we completed our analysis in accordance with SAB 118 and recorded immaterial adjustments. Effective January 1, 2018, the Tax Act provides for a new global intangible low-taxed income (GILTI) provision. Under the GILTI provision, certain foreign subsidiary earnings in excess of an allowable return on the foreign subsidiary’s tangible assets are included in U.S. taxable income. The Company currently estimates GILTI will be immaterial for the year ended December 31, 2018, although interpretive guidance continues to be issued and future guidance may impact this analysis. The Company has not recorded any deferred taxes for future GILTI inclusions as any future inclusions are expected to be treated as a period expense and offset by net operating loss carryforwards in the U.S. We operate in various countries and tax jurisdictions globally. For the year ended December 31, 2018, the tax rate differed from the U.S. federal statutory rate of 21% primarily due to the valuation allowance against certain U.S. and non-U.S. deferred tax assets, the relative mix in earnings and losses in the U.S. versus foreign tax jurisdictions, and the impact of certain discrete tax events and operating results in tax jurisdictions which do not result in a tax benefit. Included in Other long-term liabilities is an accrual of $2.7 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 |
Revenue recognition | Revenue recognition . Effective January 1, 2018, we adopted Accounting Standards Codification Topic 606, Revenue from Contracts with Customers (“Topic 606”). We recognize revenue when a customer obtains control of promised goods or services. The amount of revenue that is recorded reflects the consideration that we expect to receive in exchange for those goods or services. We apply the following five-step model in order to determine this amount: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) we satisfy a performance obligation. |
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, 2018 and 2017 , receivable balances (net of contractual adjustments) from Medicare and Medicaid in total were 17% and 16% , 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, 2018 and 2017 , receivables due from patients represent approximately 3.1% and 3.2% , 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 |
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. 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. |
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, Rayaldee |
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 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 as equity securities based on our percentage of ownership and whether we have significant influence over the operations of the investees. 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 equity securities, we record changes in their fair value as Other |
Recent accounting pronouncements | Recently adopted accounting pronouncements . In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers.” ASU 2014-09, as amended and codified into Topic 606, 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. As required, we adopted Topic 606 on January 1, 2018 using the full retrospective approach, and have elected to use the following practical expedients that are permitted under the rules of the adoption, which have been applied consistently to all contracts within all reporting periods presented: • For all reporting periods presented before January 1, 2018, we have not restated revenue from contracts that begin and are completed within the same annual reporting period. • For all reporting periods presented before January 1, 2018, we have not disclosed the amount of the transaction price allocated to the remaining performance obligations or an explanation of when we expect to recognize that amount as revenue. • We have applied the practical expedient provided for by Topic 606 by not adjusting the transaction price for significant financing components for periods less than one year. As a result of adopting Topic 606 on January 1, 2018 using the full retrospective approach, we revised our comparative financial statements for the prior years as if Topic 606 had been effective for those periods. As a result, the following financial statement line items for 2017 and 2016 were affected: Consolidated Statement of Operations For the year ended December 31, 2017 (in thousands) As adjusted under Topic 606 As originally reported Effect of change Revenue from services $ 782,710 $ 889,076 $ (106,366 ) Revenue from transfer of intellectual property and other 75,537 70,668 4,869 Selling, general and administrative 414,628 520,994 (106,366 ) Research and development 126,435 125,186 1,249 For the year ended December 31, 2016 As adjusted under Topic 606 As originally reported Effect of change Revenue from services $ 928,572 $ 1,012,129 $ (83,557 ) Revenue from transfer of intellectual property and other 105,455 126,065 (20,610 ) Selling, general and administrative 407,331 490,888 (83,557 ) Research and development 113,871 111,205 2,666 Consolidated Balance Sheet December 31, 2017 (in thousands) As adjusted under Topic 606 As originally reported Effect of change Other current assets and prepaid expenses $ 42,513 $ 37,113 $ 5,400 Accrued expenses 225,796 215,102 10,694 Other long-term liabilities, principally contract liabilities, contingent consideration and line of credit 256,415 219,954 36,461 Accumulated deficit (1,048,914 ) (1,007,159 ) (41,755 ) Consolidated Statement of Cash Flows For the year ended December 31, 2017 As adjusted under Topic 606 As originally reported Effect of change Net loss $ (305,250 ) $ (308,870 ) $ 3,620 Other current assets and prepaid expenses 4,771 10,171 (5,400 ) Contract liabilities (58,876 ) (60,656 ) 1,780 For the year ended December 31, 2016 As adjusted under Topic 606 As originally reported Effect of change Net loss $ (48,359 ) $ (25,083 ) $ (23,276 ) Contract liabilities (50,893 ) (74,169 ) 23,276 The most significant change above relates to amounts in our clinical laboratory operations that were historically classified as provision for bad debts, primarily related to patient responsibility, which are now considered an element of variable consideration as an implicit price concession in determining revenues under Topic 606. Accordingly, we report uncollectible balances associated with individual patients as a reduction of the transaction price and therefore as a reduction in Revenue from services when historically these amounts were classified as provision for bad debts within Selling, general and administrative expenses. In addition, under Topic 606, the upfront consideration received for a license and contract services combined performance obligation is recognized as revenue to the extent of costs incurred based on the length of the expected performance period and the subjectivity in estimating progress towards satisfaction of the performance obligation. Under previous accounting, we recognized revenue over the expected performance period. The adoption of Topic 606 resulted in a cumulative revenue reduction of $41.8 million and an increase of our accumulated deficit balance as of December 31, 2017; with a corresponding increase in our contract liabilities. For the years ended December 31, 2017 and 2016, Revenue from the transfer of intellectual property and other was increased (decreased) by $3.4 million and $(23.3) million , respectively, for the change in accounting. For a further discussion of the adoption of Topic 606, refer to Note 14. 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. As a result of the required adoption of ASU 2016-01 on January 1, 2018, we recorded a cumulative-effect adjustment to reclassify our net unrealized gains on our equity securities of $4.9 million as of January 1, 2018 from Accumulated other comprehensive loss to Accumulated deficit in our Consolidated Balance Sheet. Changes in the fair value of certain of our equity securities subsequent to the adoption of ASU 2016-01 on January 1, 2018 will be predominately recognized in net income. 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. The required adoption of ASU 2016-15 in the first quarter of 2018 did not have a significant impact on our Consolidated Financial Statements. In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805),” which clarifies the definition of a business to assist entities in evaluating whether transactions should be accounted for acquisitions (or disposals) of assets or businesses. The required adoption of ASU 2017-01 in the first quarter of 2018 did not have a significant impact 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. Under ASU 2017-04, an impairment loss will reflect the amount by which the carrying amount of a reporting unit exceeds its fair value, not to exceed the carrying amount of goodwill. We early adopted the provisions of ASU 2017-04 prospectively in the fourth quarter of 2018. For a further discussion of the adoption of ASU 2017-04, refer to Goodwill and intangible assets earlier in this Note 2. Pending accounting pronouncements . 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. ASU 2016-02, as amended, requires 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 have begun a process to identify a complete population of our leases. Such process includes reviewing various contracts to identify whether such arrangements convey the right to control the use of an identified asset. The determination of the impact of this new guidance is ongoing and, as such, we are not able to reasonably estimate the effect the adoption of this new standard will have on our financial statements. Based on our preliminary assessment of this ASU, we believe the new standard will have a significant impact on our Consolidated Balance Sheet, which has not yet been quantified. In July 2018, the FASB issued an ASU to provide an additional transition method to adopt the guidance by allowing entities to initially apply the new leases standard at the adoption date and recognize a cumulative effect to the opening balance of retained earnings. We are currently evaluating the choice of transition options. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Schedule of Topic 606 Impact | As a result, the following financial statement line items for 2017 and 2016 were affected: Consolidated Statement of Operations For the year ended December 31, 2017 (in thousands) As adjusted under Topic 606 As originally reported Effect of change Revenue from services $ 782,710 $ 889,076 $ (106,366 ) Revenue from transfer of intellectual property and other 75,537 70,668 4,869 Selling, general and administrative 414,628 520,994 (106,366 ) Research and development 126,435 125,186 1,249 For the year ended December 31, 2016 As adjusted under Topic 606 As originally reported Effect of change Revenue from services $ 928,572 $ 1,012,129 $ (83,557 ) Revenue from transfer of intellectual property and other 105,455 126,065 (20,610 ) Selling, general and administrative 407,331 490,888 (83,557 ) Research and development 113,871 111,205 2,666 Consolidated Balance Sheet December 31, 2017 (in thousands) As adjusted under Topic 606 As originally reported Effect of change Other current assets and prepaid expenses $ 42,513 $ 37,113 $ 5,400 Accrued expenses 225,796 215,102 10,694 Other long-term liabilities, principally contract liabilities, contingent consideration and line of credit 256,415 219,954 36,461 Accumulated deficit (1,048,914 ) (1,007,159 ) (41,755 ) Consolidated Statement of Cash Flows For the year ended December 31, 2017 As adjusted under Topic 606 As originally reported Effect of change Net loss $ (305,250 ) $ (308,870 ) $ 3,620 Other current assets and prepaid expenses 4,771 10,171 (5,400 ) Contract liabilities (58,876 ) (60,656 ) 1,780 For the year ended December 31, 2016 As adjusted under Topic 606 As originally reported Effect of change Net loss $ (48,359 ) $ (25,083 ) $ (23,276 ) Contract liabilities (50,893 ) (74,169 ) 23,276 |
Loss Per Share (Tables)
Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Loss Per Share | The following table sets forth the computation of basic and diluted earnings (loss) per share: For the years ended December 31, (In thousands, except per share data) 2018 2017 2016 Numerator Net loss, basic $ (153,040 ) $ (305,250 ) $ (48,359 ) Add: Interest on 2033 Senior Notes — — 2,451 Change in FV of embedded derivative income — — (7,001 ) Net loss, diluted $ (153,040 ) $ (305,250 ) $ (52,909 ) Denominator (Shares in thousands) Weighted average common shares outstanding, basic 563,144 559,161 550,847 Effect of dilutive securities: 2033 Senior Notes — — 4,758 Dilutive potential shares — — 4,758 Weighted average common shares outstanding, diluted 563,144 559,161 555,605 Loss per share, basic $ (0.27 ) $ (0.55 ) $ (0.09 ) Loss per share, diluted $ (0.27 ) $ (0.55 ) $ (0.10 ) |
Acquisitions, Investments, an_2
Acquisitions, Investments, and Licenses (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
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, 2018 : (in thousands) Investment type Investment Carrying Value Underlying Equity in Net Assets Equity method investments $ 2,505 $ 11,658 Variable interest entity, equity method 1,116 44 Equity securities 26,313 Equity securities with no readily determinable fair value 439 Warrants and options 855 Total carrying value of investments $ 31,228 |
Schedule of Net Gains and Losses on Equity Securities | (in thousands) Equity Securities For the twelve months ended December 31, 2018 Net gains and losses recognized during the period on equity securities $ 2,752 Less: Net gains and losses recognized during the period on equity securities sold during the period 113 Unrealized net gains recognized during the reporting period on equity securities still held at the reporting date $ 2,865 |
Composition of Certain Financ_2
Composition of Certain Financial Statement Captions (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Composition of Certain Financial Statement Captions | For the years ended December 31, (In thousands) 2018 2017 Accounts receivable, net Accounts receivable $ 145,665 $ 166,962 Less: allowance for doubtful accounts (1,758 ) (1,446 ) $ 143,907 $ 165,516 Inventories, net Consumable supplies $ 23,264 $ 21,546 Finished products 15,259 21,012 Work in-process 2,473 5,873 Raw materials 4,259 7,467 Less: inventory reserve (2,956 ) (6,565 ) $ 42,299 $ 49,333 Other current assets and prepaid expenses Other receivables $ 2,368 $ 3,398 Taxes recoverable 15,708 18,138 Prepaid supplies 9,693 8,207 Prepaid insurance 3,436 3,532 Other 3,847 9,238 $ 35,052 $ 42,513 Property, plant and equipment, net: Machinery, medical and other equipment $ 147,757 $ 112,961 Leasehold improvements 34,607 34,121 Furniture and fixtures 12,737 11,540 Automobiles and aircraft 10,133 11,137 Software 13,425 12,469 Building 18,554 8,227 Land 2,453 2,552 Construction in process 16,670 39,397 Less: accumulated depreciation (111,662 ) (85,847 ) $ 144,674 $ 146,557 Intangible assets, net: Customer relationships $ 446,296 $ 448,345 Technologies 340,729 340,921 Trade names 50,404 50,553 Covenants not to compete 16,322 16,372 Licenses 5,766 10,305 Product registrations 7,861 10,475 Other 5,613 5,799 Less: accumulated amortization (258,539 ) (198,935 ) $ 614,452 $ 683,835 For the years ended December 31, (In thousands) 2018 2017 Accrued expenses: Contract liabilities $ 63,503 $ 56,883 Employee benefits 45,621 50,377 Taxes payable 3,233 4,609 Contingent consideration 2,375 11,750 Clinical trials 10,401 12,191 Capital leases short-term 3,280 3,399 Milestone payment 4,871 4,868 Professional fees 7,935 2,355 Other 62,294 79,364 $ 203,513 $ 225,796 Other long-term liabilities: Contract liabilities $ 27,566 $ 95,450 Line of credit 105,198 104,152 Contingent consideration 22,162 29,603 Capital leases long-term 5,620 7,786 Mortgages and other debts payable 4,654 1,567 Other 33,768 17,857 $ 198,968 $ 256,415 |
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 2018 Allowance for doubtful accounts $ (1,446 ) (665 ) 353 — $ (1,758 ) Inventory reserve $ (6,565 ) (1,915 ) 5,524 — $ (2,956 ) Tax valuation allowance $ (142,062 ) (12,854 ) — — $ (154,916 ) 2017 Allowance for doubtful accounts $ (1,671 ) (891 ) 1,063 53 $ (1,446 ) Inventory reserve $ (945 ) (5,390 ) (230 ) — $ (6,565 ) Tax valuation allowance $ (55,415 ) (82,358 ) — (4,289 ) $ (142,062 ) |
Schedule of Goodwill | The following table summarizes the changes in Goodwill during the years ended December 31, 2018 and 2017 . 2018 2017 (In thousands) Balance at January 1 Goodwill impairment Foreign exchange and other Balance at December 31st Balance at January 1 Foreign exchange Balance at December 31 Pharmaceuticals CURNA $ 4,827 $ — $ 4,827 $ 4,827 $ — $ 4,827 EirGen 89,226 (3,981 ) 85,245 78,358 10,868 89,226 FineTech 11,698 (11,698 ) — — 11,698 — 11,698 OPKO Biologics 139,784 — 139,784 139,784 — 139,784 OPKO Chile 5,203 (589 ) 4,614 4,785 418 5,203 OPKO Health Europe 7,898 (352 ) 7,546 6,936 962 7,898 OPKO Renal 2,069 — 2,069 2,069 — 2,069 Transition Therapeutics 3,608 (286 ) 3,322 3,360 248 3,608 Diagnostics BioReference 401,821 — 401,821 401,821 — 401,821 OPKO Diagnostics 17,977 — 17,977 17,977 — 17,977 OPKO Lab 32,988 — 32,988 32,988 — 32,988 $ 717,099 $ (11,698 ) $ (5,208 ) $ 700,193 $ 704,603 $ 12,496 $ 717,099 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
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, 2018 : (In thousands) 2033 Senior Notes Discount Debt Issuance Cost Total Balance at December 31, 2017 $ 31,850 $ (2,565 ) $ (125 ) $ 29,160 Amortization of debt discount and debt issuance costs — 2,277 125 2,402 Balance at December 31, 2018 $ 31,850 $ (288 ) $ — $ 31,562 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 At December 31, 2018 and 2017 , we had notes payable and other debt (excluding the 2033 Senior Notes, the 2023 Convertible Notes, the Credit Agreement and amounts outstanding under lines of credit) as follows: (In thousands) December 31, December 31, Current portion of notes payable $ 2,560 $ 1,632 Other long-term liabilities 5,693 2,011 Total $ 8,253 $ 3,643 |
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, 2018 Credit line capacity December 31, December 31, 2017 JP Morgan Chase 4.02% $ 175,000 $ 105,198 $ 104,152 Itau Bank 5.50% 1,810 232 446 Bank of Chile 6.60% 3,800 432 1,598 BICE Bank 5.50% 2,500 818 1,819 BBVA Bank 5.50% 3,250 858 1,665 Security Bank 5.50% — — 501 Estado Bank 5.50% 3,500 308 2,111 Santander Bank 5.50% 4,500 852 1,988 Scotiabank 5.00% 1,800 2 384 Banco De Sabadell 1.45% 343 — — Banco Bilbao Vizcaya 2.45% 343 — — Santander Bank 2.30% 343 10 — Total $ 197,189 $ 108,710 $ 114,664 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Income (Loss) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Changes in Accumulated Other Comprehensive Income, Net of Tax | For the year ended December 31, 2017 , changes in Accumulated other comprehensive income, net of tax, were as follows: (In thousands) Foreign Unrealized 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 ) December 31, 2018 , 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, 2017 $ (5,404 ) $ 4,876 $ (528 ) Other comprehensive income (loss) before reclassifications (14,727 ) — (14,727 ) Reclassification adjustment due to adoption of ASU 2016-01 — (4,876 ) (4,876 ) Net other comprehensive income (loss) (14,727 ) (4,876 ) (19,603 ) Balance at December 31, 2018 $ (20,131 ) $ — $ (20,131 ) |
Equity-Based Compensation (Tabl
Equity-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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, 2018 Year Ended December 31, 2017 Year Ended December 31, 2016 Expected term (in years) 3.0 - 10.0 3.0 - 10.0 1.0 - 10.0 Risk-free interest rate 2.32% - 3.09% 1.32% - 2.41% 0.71% - 2.51% Expected volatility 40% - 54% 38% - 55% 38% - 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, 2018 , 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, 2017 31,299,385 $ 10.08 6.37 $ 1,886 Granted 5,880,900 $ 4.30 Exercised (540,000 ) $ 3.69 Forfeited (1,533,025 ) $ 8.14 Expired (2,075,962 ) $ 8.48 Outstanding at December 31, 2018 33,031,298 $ 9.31 5.93 $ 232 Vested and expected to vest at December 31, 2018 31,317,632 $ 9.39 5.80 $ 206 Exercisable at December 31, 2018 21,451,856 $ 10.18 4.64 $ 58 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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) 2018 2017 2016 Current Federal $ — $ 2,398 $ — State 6,318 (1,737 ) (2,931 ) Foreign (2,738 ) (3,424 ) (2,438 ) 3,580 (2,763 ) (5,369 ) Deferred Federal 2,045 (10,759 ) 25,739 State 5,673 (2,738 ) 10,657 Foreign 27,428 (2,595 ) 25,088 35,146 (16,092 ) 61,484 Total, net $ 38,726 $ (18,855 ) $ 56,115 |
Components of Deferred Income Tax Assets and Liabilities | Deferred income tax assets and liabilities as of December 31, 2018 and 2017 are comprised of the following: (In thousands) December 31, 2018 December 31, 2017 Deferred income tax assets: Federal net operating loss $ 101,662 $ 79,356 State net operating loss 59,126 46,571 Foreign net operating loss 34,407 35,710 Research and development expense 2,893 4,038 Tax credits 21,669 20,040 Stock options 30,430 28,830 Accruals 6,294 5,719 Equity investments 12,904 8,454 Bad debts 414 20,302 Lease liability 1,370 2,205 Foreign credits 10,837 11,113 Equity securities 2,447 2,406 Other 11,668 17,448 Deferred income tax assets 296,121 282,192 Deferred income tax liabilities: Intangible assets (250,640 ) (280,962 ) Fixed assets (3,486 ) (5,572 ) Other (2,272 ) (2,325 ) Deferred income tax liabilities (256,398 ) (288,859 ) Net deferred income tax assets (liabilities) 39,723 (6,667 ) Valuation allowance (154,916 ) (142,062 ) Net deferred income tax liabilities $ (115,193 ) $ (148,729 ) |
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) 2018 2017 2016 Unrecognized tax benefits at beginning of period $ 21,347 $ 27,545 $ 8,595 Gross increases – tax positions in prior period — 44 1,443 Gross increases – tax positions in current period 8,384 — 18,472 Gross decreases – tax positions in prior period (7,597 ) (1,724 ) (671 ) Lapse of Statute of Limitations (4,621 ) (4,518 ) (294 ) Unrecognized tax benefits at end of period $ 17,513 $ 21,347 $ 27,545 |
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, 2018 2017 2016 Federal statutory rate 21.0 % 35.0 % 35.0 % State income taxes, net of federal benefit 4.3 % 5.1 % 5.2 % Foreign income tax (6.0 )% (5.3 )% (14.2 )% Income Tax Refunds 3.6 % — % — % Research and development tax credits 1.9 % 0.6 % 5.4 % Non-Deductible components of Convertible Debt (0.2 )% 0.1 % 2.2 % Valuation allowance (7.1 )% (28.4 )% 9.5 % Rate change effect 8.1 % (10.8 )% 21.2 % Non-deductible items (2.9 )% (1.9 )% (1.9 )% Unrecognized tax benefits (1.8 )% (0.7 )% (1.0 )% Other (0.7 )% (0.4 )% (7.7 )% Total 20.2 % (6.7 )% 53.7 % |
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) 2018 2017 2016 Pre-tax income (loss): U.S. $ (132,102 ) $ (247,938 ) $ (92,175 ) Foreign (59,664 ) (38,457 ) (12,299 ) Total $ (191,766 ) $ (286,395 ) $ (104,474 ) |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | The composition of Revenue from services by payor for the years ended December 31, 2018 , 2017 and 2016 is as follows: For the years ended December 31, (In thousands) 2018 2017 2016 Healthcare insurers $ 370,096 $ 368,628 $ 649,036 Government payors 271,590 264,493 118,526 Client payors 150,259 128,867 127,363 Patients 21,303 20,722 33,647 Total $ 813,248 $ 782,710 $ 928,572 |
Schedule Of Product Sales Allowances And Accruals | The following table presents an analysis of product sales allowances and accruals as contract liabilities for the year ended December 31, 2018 : (In thousands) Chargebacks, discounts, rebates and fees Governmental Returns Total Balance at December 31, 2017 $ 233 $ 348 $ 437 $ 1,018 Provision related to current period sales 5,704 10,061 680 16,445 Credits or payments made (4,621 ) (8,319 ) (480 ) (13,420 ) Balance at December 31, 2018 $ 1,316 $ 2,090 $ 637 $ 4,043 Total gross Rayaldee sales $ 36,715 Provision for Rayaldee sales allowances and accruals as a percentage of gross Rayaldee sales 45 % |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Leases [Abstract] | |
Schedule of Aggregate Future Minimum Lease Payments Under Non-cancelable Operating Leases | As of December 31, 2018 , 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) 2019 $ 18,386 2020 11,535 2021 7,385 2022 4,074 2023 2,446 Thereafter 1,650 Total minimum operating lease commitments $ 45,476 |
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, 2018 Automobiles $ 10,133 Less: Accumulated Depreciation (5,056 ) Net capital leases in Property, plant and equipment $ 5,077 |
Schedule of Aggregate Future Minimum Lease Payments Under Non-cancelable Capital Leases | As of December 31, 2018 , 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) 2019 $ 2,995 2020 2,692 2021 2,012 2022 871 2023 479 Total minimum capital lease commitments 9,049 Less: Amounts representing interest 149 Net capital liability $ 8,900 Current $ 3,280 Long-term $ 5,620 |
Segments (Tables)
Segments (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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) 2018 2017 2016 Revenue from services: Pharmaceutical $ — $ — $ — Diagnostics 813,248 782,710 928,572 Corporate — — — $ 813,248 $ 782,710 $ 928,572 Revenue from products: Pharmaceutical $ 107,112 $ 107,759 $ 83,467 Diagnostics — — — Corporate — — — $ 107,112 $ 107,759 $ 83,467 Revenue from transfer of intellectual property and other: Pharmaceutical $ 69,906 $ 75,537 $ 105,455 Diagnostics — — — Corporate — — — $ 69,906 $ 75,537 $ 105,455 Operating loss: Pharmaceutical $ (82,641 ) $ (84,287 ) $ (33,117 ) Diagnostics (44,942 ) (136,540 ) (3,394 ) Corporate (43,614 ) (55,615 ) (60,040 ) $ (171,197 ) $ (276,442 ) $ (96,551 ) Depreciation and amortization: Pharmaceutical $ 28,007 $ 27,513 $ 18,254 Diagnostics 69,246 74,442 78,233 Corporate 91 138 89 $ 97,344 $ 102,093 $ 96,576 Income (loss) from investment in investees: Pharmaceutical $ (10,822 ) $ (12,646 ) $ (7,665 ) Diagnostics (3,675 ) (1,825 ) 13 Corporate — — — $ (14,497 ) $ (14,471 ) $ (7,652 ) Revenues: United States $ 837,509 $ 803,853 $ 933,498 Ireland 78,102 80,905 114,509 Chile 41,216 44,286 35,364 Spain 18,195 18,285 15,812 Israel 9,479 13,951 15,317 Mexico 5,598 4,605 2,988 Other 167 121 6 $ 990,266 $ 966,006 $ 1,117,494 (In thousands) December 31, December 31, Assets: Pharmaceutical $ 1,236,499 $ 1,282,564 Diagnostics 1,162,160 1,241,388 Corporate 52,413 66,004 $ 2,451,072 $ 2,589,956 Goodwill: Pharmaceutical $ 247,407 $ 264,313 Diagnostics 452,786 452,786 Corporate — — $ 700,193 $ 717,099 |
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, 2018 December 31, 2017 PP&E: U.S. $ 76,907 $ 89,114 Foreign 67,767 57,443 Total $ 144,674 $ 146,557 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
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, 2018 (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 $ — $ — $ — $ — Equity securities 26,313 — — 26,313 Common stock options/warrants — 855 — 855 Forward contracts — 21 — 21 Total assets $ 26,313 $ 876 $ — $ 27,189 Liabilities: Contingent consideration: $ — $ — $ 24,537 24,537 Total liabilities $ — $ — $ 24,537 $ 24,537 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 Equity securities 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 |
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, 2018 and 2017 : December 31, 2018 (In thousands) Contingent consideration Balance at December 31, 2017 $ 41,353 Total losses (gains) for the period: Included in results of operations (16,816 ) Balance at December 31, 2018 $ 24,537 December 31, 2017 (In thousands) Contingent Embedded 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 $ — |
Derivative Contracts (Tables)
Derivative Contracts (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
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 $ 855 $ 3,333 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. $ 21 $ (317 ) |
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, 2018 , 2017 and 2016 : For the years ended December 31, (In thousands) 2018 2017 2016 Derivative gain (loss): Common stock options/warrants $ 2,643 $ (2,533 ) $ (4,262 ) 2033 Senior Notes — 3,185 7,001 Forward contracts $ 400 $ (600 ) $ 39 Total $ 3,043 $ 52 $ 2,778 |
Selected Quarterly Financial _2
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Summary of Selected Quarterly Financial Data (Unaudited) | For the 2018 Quarters Ended (In thousands, except per share data) March 31 June 30 September 30 December 31 Total revenues $ 254,914 $ 263,685 $ 249,815 $ 221,852 Total costs and expenses 297,525 268,793 283,279 311,866 Net income (loss) (43,114 ) (6,201 ) (27,655 ) (76,070 ) Earnings (loss) per share, basic and diluted $ (0.08 ) $ (0.01 ) $ (0.05 ) $ (0.13 ) For the 2017 Quarters Ended (In thousands, except per share data) March 31 June 30 September 30 December 31 Total revenues $ 266,382 $ 292,601 $ 246,040 $ 160,983 Total costs and expenses 311,597 318,432 293,805 318,614 Net income (loss) (34,503 ) (16,916 ) (35,917 ) (217,914 ) Earnings (loss) per share, basic $ (0.06 ) $ (0.03 ) $ (0.06 ) $ (0.39 ) Earnings (loss) per share, diluted $ (0.06 ) $ (0.04 ) $ (0.06 ) $ (0.39 ) |
Business and Organization (Deta
Business and Organization (Details) | 12 Months Ended |
Dec. 31, 2018person | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of sales employees | 300 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) | 3 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2018USD ($)Segment | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Jan. 01, 2019USD ($) | Jan. 01, 2018USD ($) | Jan. 01, 2017USD ($) | |
Summary of Significant Accounting Policies [Line Items] | ||||||||||||||
Inventory write-down | $ 1,900,000 | $ 5,400,000 | ||||||||||||
Goodwill and intangible assets | $ 2,000,000,000 | $ 2,000,000,000 | 2,000,000,000 | 2,000,000,000 | ||||||||||
Goodwill impairment loss | 11,698,000 | 0 | $ 0 | |||||||||||
Amortization of intangible assets | 67,933,000 | 71,484,000 | 64,407,000 | |||||||||||
Amortization expense in 2019 | 65,400,000 | 65,400,000 | ||||||||||||
Amortization expense in 2020 | 59,200,000 | 59,200,000 | ||||||||||||
Amortization expense in 2021 | 53,200,000 | 53,200,000 | ||||||||||||
Amortization expense in 2022 | 52,900,000 | 52,900,000 | ||||||||||||
Amortization expense in 2023 | 50,100,000 | 50,100,000 | ||||||||||||
Depreciation | 29,400,000 | 30,600,000 | 33,300,000 | |||||||||||
Accrual related to uncertain tax positions included in income tax benefit | 2,700,000 | 2,700,000 | ||||||||||||
Less: allowance for doubtful accounts | (1,758,000) | (1,446,000) | (1,758,000) | (1,446,000) | ||||||||||
Provision for doubtful accounts | 700,000 | 900,000 | ||||||||||||
Equity-based compensation expense for continuing operations | $ 21,761,000 | 28,307,000 | 42,693,000 | |||||||||||
Number of reportable segments | Segment | 2 | |||||||||||||
Foreign currency transaction gains | $ 1,900,000 | 1,400,000 | 800,000 | |||||||||||
Increase (decrease) in revenue | $ 221,852,000 | $ 249,815,000 | $ 263,685,000 | $ 254,914,000 | $ 160,983,000 | $ 246,040,000 | $ 292,601,000 | $ 266,382,000 | $ 990,266,000 | $ 966,006,000 | 1,117,494,000 | |||
Adoption of ASU 2016-09 | $ 0 | $ 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 | |||||||||||||
Accounts Receivable | Government Contracts Concentration Risk | ||||||||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||||||||
Percentage of revenue contributed by customer | 17.00% | 16.00% | ||||||||||||
Accounts Receivable | Customer Concentration Risk | ||||||||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||||||||
Percentage of revenue contributed by customer | 3.10% | 3.20% | ||||||||||||
Revenue from transfer of intellectual property and other | ||||||||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||||||||
Increase (decrease) in revenue | $ 69,906,000 | $ 75,537,000 | 105,455,000 | |||||||||||
Accumulated Deficit | ||||||||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||||||||
Adoption of ASU 2016-09 | $ 4,876,000 | $ 31,665,000 | ||||||||||||
Accounting Standards Update 2016-01 | Accumulated Deficit | ||||||||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||||||||
Adoption of ASU 2016-09 | $ (4,900,000) | |||||||||||||
In Process Research and Development | ||||||||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||||||||
Impairment of assets | $ 10,100,000 | |||||||||||||
VARUBI | ||||||||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||||||||
Impairment of assets | 13,200,000 | |||||||||||||
Effect of change | Accounting Standards Update 2014-09 | ||||||||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||||||||
Increase (decrease) in revenue | (41,800,000) | |||||||||||||
Effect of change | Accounting Standards Update 2014-09 | Revenue from transfer of intellectual property and other | ||||||||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||||||||
Increase (decrease) in revenue | 4,869,000 | (20,610,000) | ||||||||||||
Transferred over Time | Effect of change | Accounting Standards Update 2014-09 | Revenue from transfer of intellectual property and other | ||||||||||||||
Summary of Significant Accounting Policies [Line Items] | ||||||||||||||
Increase (decrease) in revenue | $ 3,400,000 | $ (23,300,000) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Topic 606 Impact (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | |||||||||||
Total revenues | $ 221,852 | $ 249,815 | $ 263,685 | $ 254,914 | $ 160,983 | $ 246,040 | $ 292,601 | $ 266,382 | $ 990,266 | $ 966,006 | $ 1,117,494 |
Selling, general and administrative | 358,346 | 414,628 | 407,331 | ||||||||
Research and development | 125,586 | 126,435 | 113,871 | ||||||||
Statement of Financial Position [Abstract] | |||||||||||
Other current assets and prepaid expenses | 35,052 | 42,513 | 35,052 | 42,513 | |||||||
Accrued expenses | 203,513 | 225,796 | 203,513 | 225,796 | |||||||
Other long-term liabilities, principally contract liabilities, contingent consideration and lines of credit | 198,968 | 256,415 | 198,968 | 256,415 | |||||||
Accumulated deficit | (1,197,078) | (1,048,914) | (1,197,078) | (1,048,914) | |||||||
Statement of Cash Flows [Abstract] | |||||||||||
Net loss | $ (76,070) | $ (27,655) | $ (6,201) | $ (43,114) | (217,914) | $ (35,917) | $ (16,916) | $ (34,503) | (153,040) | (305,250) | (48,359) |
Other current assets and prepaid expenses | 2,276 | 4,771 | 17,262 | ||||||||
Contract liabilities | (61,264) | (58,876) | (50,893) | ||||||||
Revenue from services | |||||||||||
Income Statement [Abstract] | |||||||||||
Total revenues | 813,248 | 782,710 | 928,572 | ||||||||
Revenue from transfer of intellectual property and other | |||||||||||
Income Statement [Abstract] | |||||||||||
Total revenues | $ 69,906 | 75,537 | 105,455 | ||||||||
As originally reported | |||||||||||
Income Statement [Abstract] | |||||||||||
Selling, general and administrative | 520,994 | 490,888 | |||||||||
Research and development | 125,186 | 111,205 | |||||||||
Statement of Financial Position [Abstract] | |||||||||||
Other current assets and prepaid expenses | 37,113 | 37,113 | |||||||||
Accrued expenses | 215,102 | 215,102 | |||||||||
Other long-term liabilities, principally contract liabilities, contingent consideration and lines of credit | 219,954 | 219,954 | |||||||||
Accumulated deficit | (1,007,159) | (1,007,159) | |||||||||
Statement of Cash Flows [Abstract] | |||||||||||
Net loss | (308,870) | (25,083) | |||||||||
Other current assets and prepaid expenses | 10,171 | ||||||||||
Contract liabilities | (60,656) | (74,169) | |||||||||
As originally reported | Revenue from services | |||||||||||
Income Statement [Abstract] | |||||||||||
Total revenues | 889,076 | 1,012,129 | |||||||||
As originally reported | Revenue from transfer of intellectual property and other | |||||||||||
Income Statement [Abstract] | |||||||||||
Total revenues | 70,668 | 126,065 | |||||||||
Accounting Standards Update 2014-09 | Effect of change | |||||||||||
Income Statement [Abstract] | |||||||||||
Total revenues | (41,800) | ||||||||||
Selling, general and administrative | (106,366) | (83,557) | |||||||||
Research and development | 1,249 | 2,666 | |||||||||
Statement of Financial Position [Abstract] | |||||||||||
Other current assets and prepaid expenses | 5,400 | 5,400 | |||||||||
Accrued expenses | 10,694 | 10,694 | |||||||||
Other long-term liabilities, principally contract liabilities, contingent consideration and lines of credit | 36,461 | 36,461 | |||||||||
Accumulated deficit | $ (41,755) | (41,755) | |||||||||
Statement of Cash Flows [Abstract] | |||||||||||
Net loss | 3,620 | (23,276) | |||||||||
Other current assets and prepaid expenses | (5,400) | ||||||||||
Contract liabilities | 1,780 | 23,276 | |||||||||
Accounting Standards Update 2014-09 | Effect of change | Revenue from services | |||||||||||
Income Statement [Abstract] | |||||||||||
Total revenues | (106,366) | (83,557) | |||||||||
Accounting Standards Update 2014-09 | Effect of change | Revenue from transfer of intellectual property and other | |||||||||||
Income Statement [Abstract] | |||||||||||
Total revenues | $ 4,869 | $ (20,610) |
Loss Per Share - Schedule of Lo
Loss Per Share - Schedule of Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Numerator | |||||||||||
Net loss | $ (76,070) | $ (27,655) | $ (6,201) | $ (43,114) | $ (217,914) | $ (35,917) | $ (16,916) | $ (34,503) | $ (153,040) | $ (305,250) | $ (48,359) |
Add: Interest on 2033 Senior Notes | 0 | 0 | 2,451 | ||||||||
Change in FV of embedded derivative income | 0 | 0 | (7,001) | ||||||||
Net loss, diluted | $ (153,040) | $ (305,250) | $ (52,909) | ||||||||
Denominator | |||||||||||
Weighted average common shares outstanding, basic (in shares) | 563,143,663 | 559,160,565 | 550,846,553 | ||||||||
Effect of dilutive securities: | |||||||||||
2033 Senior Notes (in shares) | 0 | 0 | 4,758,000 | ||||||||
Dilutive potential shares (in shares) | 0 | 0 | 4,758,000 | ||||||||
Weighted average common shares outstanding, diluted (in shares) | 563,143,663 | 559,160,565 | 555,605,448 | ||||||||
Loss per share, basic (in dollars per share) | $ (0.39) | $ (0.06) | $ (0.03) | $ (0.06) | $ (0.27) | $ (0.55) | $ (0.09) | ||||
Loss per share, diluted (in dollars per share) | $ (0.39) | $ (0.06) | $ (0.04) | $ (0.06) | $ (0.27) | $ (0.55) | $ (0.10) |
Loss Per Share - Narrative (Det
Loss Per Share - Narrative (Details) - shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Number of common stock warrant and common stock options exercised (in shares) | 540,000 | 1,720,649 | 3,420,697 |
Number of common stock issued for stock warrant and stock options exercised (in shares) | 353,677 | 1,447,792 | 3,292,753 |
Shares surrendered in lieu of cash payment (in shares) | 186,323 | 272,857 | 127,944 |
Equity securities | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Potential common shares excluded from diluted net loss per share calculation (in shares) | 16,568,520 | 6,255,624 | 4,736,104 |
Acquisitions, Investments, an_3
Acquisitions, Investments, and Licenses - Accounting Method, Carrying Value and Underlying Equity in Net Assets of Unconsolidated Investments (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Long-term Investments [Abstract] | ||
Equity method investments, carrying value | $ 2,505 | |
Variable interest entity, equity method, carrying value | 1,116 | |
Available for sale investments, carrying value | 26,313 | |
Cost method investment | 439 | |
Warrants and options | 855 | |
Total carrying value of investments | 31,228 | $ 40,642 |
Equity method Investments, underlying equity in net assets | 11,658 | |
Variable interest entity, equity method, underlying equity in net assets | $ 44 |
Acquisitions, Investments, an_4
Acquisitions, Investments, and Licenses - Narrative (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Business Acquisition [Line Items] | |||
Total assets of equity method investees | $ 234,300,000 | ||
Total liabilities of equity method investees | 85,900,000 | ||
Net losses of equity method investees | (179,800,000) | ||
Market value of equity method investees | 15,300,000 | ||
Gain (loss) on sale of investments | $ (113,000) | ||
Write down to other assets | $ 8,800,000 | ||
Pharmsynthez | |||
Business Acquisition [Line Items] | |||
Ownership percentage | 9.00% | ||
Cocrystal Pharma | |||
Business Acquisition [Line Items] | |||
Ownership percentage | 9.00% | ||
NIMS | |||
Business Acquisition [Line Items] | |||
Ownership percentage | 1.00% | ||
Neovasc | |||
Business Acquisition [Line Items] | |||
Ownership percentage | 4.00% | ||
Warrants to purchase common shares (in shares) | 29,000 | ||
InCellDx, Inc | |||
Business Acquisition [Line Items] | |||
Ownership percentage | 29.00% | ||
BioCardia, Inc. | |||
Business Acquisition [Line Items] | |||
Ownership percentage | 5.00% | ||
Warrants to purchase common shares (in shares) | 400,000 | ||
Vested warrants (in shares) | 200,000 | ||
Xenetic Biosciences, Inc. | |||
Business Acquisition [Line Items] | |||
Ownership percentage | 4.00% | ||
Warrants to purchase common shares (in shares) | 500,000 | ||
Phio Pharmaceuticals | |||
Business Acquisition [Line Items] | |||
Equity security investments, ownership percentage | 0.00% | ||
Warrants to purchase common shares (in shares) | 22,000 | ||
VBI Vaccines Inc | |||
Business Acquisition [Line Items] | |||
Equity security investments, ownership percentage | 7.00% | ||
Chromadex Corporation | |||
Business Acquisition [Line Items] | |||
Equity security investments, ownership percentage | 0.00% | ||
MabVax | |||
Business Acquisition [Line Items] | |||
Equity security investments, ownership percentage | 2.00% | ||
Eloxx Pharmaceuticals | |||
Business Acquisition [Line Items] | |||
Equity security investments, ownership percentage | 4.00% | ||
Cocrystal | |||
Business Acquisition [Line Items] | |||
Warrants to purchase common shares (in shares) | 33,000 | ||
InCellDx Inc. | |||
Business Acquisition [Line Items] | |||
Write down of investment | $ 2,900,000 | ||
Warrants to purchase common shares (in shares) | 700,000 | ||
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 | ||
Other Income (Expense), Net | |||
Business Acquisition [Line Items] | |||
Gain (loss) on sale of investments | $ 25,800 | $ 1,500,000 | $ 0 |
Variable Interest Entity, Not Primary Beneficiary | Zebra | |||
Business Acquisition [Line Items] | |||
Ownership percentage | 29.00% |
Acquisitions, Investments, an_5
Acquisitions, Investments, and Licenses - Schedule of Net Gains and Losses on Equity Securities (Details) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Business Combinations [Abstract] | |
Net gains and losses recognized during the period on equity securities | $ 2,752 |
Less: Net gains and losses recognized during the period on equity securities sold during the period | 113 |
Unrealized net gains recognized during the reporting period on equity securities still held at the reporting date | $ 2,865 |
Composition of Certain Financ_3
Composition of Certain Financial Statement Captions (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Accounts receivable, net | ||
Accounts receivable | $ 145,665 | $ 166,962 |
Less: allowance for doubtful accounts | (1,758) | (1,446) |
Accounts receivable, net | 143,907 | 165,516 |
Inventories, net | ||
Consumable supplies | 23,264 | 21,546 |
Finished products | 15,259 | 21,012 |
Work in-process | 2,473 | 5,873 |
Raw materials | 4,259 | 7,467 |
Less: inventory reserve | (2,956) | (6,565) |
Inventory, net | 42,299 | 49,333 |
Other current assets and prepaid expenses | ||
Other receivables | 2,368 | 3,398 |
Taxes recoverable | 15,708 | 18,138 |
Prepaid supplies | 9,693 | 8,207 |
Prepaid insurance | 3,436 | 3,532 |
Other | 3,847 | 9,238 |
Prepaid expenses and other current assets | 35,052 | 42,513 |
Property, plant and equipment, net: | ||
Machinery, medical and other equipment | 147,757 | 112,961 |
Leasehold improvements | 34,607 | 34,121 |
Furniture and fixtures | 12,737 | 11,540 |
Automobiles and aircraft | 10,133 | 11,137 |
Software | 13,425 | 12,469 |
Building | 18,554 | 8,227 |
Land | 2,453 | 2,552 |
Construction in process | 16,670 | 39,397 |
Less: accumulated depreciation | (111,662) | (85,847) |
Property, plant and equipment, net | 144,674 | 146,557 |
Intangible assets, net: | ||
Less: accumulated amortization | (258,539) | (198,935) |
Intangible assets, net | 614,452 | 683,835 |
Accrued expenses: | ||
Contract liabilities | 63,503 | 56,883 |
Employee benefits | 45,621 | 50,377 |
Taxes payable | 3,233 | 4,609 |
Contingent consideration | 2,375 | 11,750 |
Clinical trials | 10,401 | 12,191 |
Capital leases short-term | 3,280 | 3,399 |
Milestone payment | 4,871 | 4,868 |
Professional fees | 7,935 | 2,355 |
Other | 62,294 | 79,364 |
Accrued expenses | 203,513 | 225,796 |
Other long-term liabilities: | ||
Contract liabilities | 27,566 | 95,450 |
Line of credit | 105,198 | 104,152 |
Contingent consideration | 22,162 | 29,603 |
Capital leases long-term | 5,620 | 7,786 |
Mortgages and other debts payable | 4,654 | 1,567 |
Other | 33,768 | 17,857 |
Other long-term liabilities | 198,968 | 256,415 |
Customer relationships | ||
Intangible assets, net: | ||
Intangible assets | 446,296 | 448,345 |
Technologies | ||
Intangible assets, net: | ||
Intangible assets | 340,729 | 340,921 |
Trade names | ||
Intangible assets, net: | ||
Intangible assets | 50,404 | 50,553 |
Covenants not to compete | ||
Intangible assets, net: | ||
Intangible assets | 16,322 | 16,372 |
Licenses | ||
Intangible assets, net: | ||
Intangible assets | 5,766 | 10,305 |
Product registrations | ||
Intangible assets, net: | ||
Intangible assets | 7,861 | 10,475 |
Other | ||
Intangible assets, net: | ||
Intangible assets | $ 5,613 | $ 5,799 |
Composition of Certain Financ_4
Composition of Certain Financial Statement Captions - Narrative (Details) | 12 Months Ended |
Dec. 31, 2018 | |
Covenants Not to Compete | |
Summary of Significant Accounting Policies [Line Items] | |
Useful life | 5 years |
Minimum | Developed Technology Rights | |
Summary of Significant Accounting Policies [Line Items] | |
Useful life | 5 years |
Minimum | Customer relationships | |
Summary of Significant Accounting Policies [Line Items] | |
Useful life | 7 years |
Minimum | Product | |
Summary of Significant Accounting Policies [Line Items] | |
Useful life | 7 years |
Minimum | Trade names | |
Summary of Significant Accounting Policies [Line Items] | |
Useful life | 5 years |
Minimum | Other | |
Summary of Significant Accounting Policies [Line Items] | |
Useful life | 9 years |
Maximum | Developed Technology Rights | |
Summary of Significant Accounting Policies [Line Items] | |
Useful life | 17 years |
Maximum | Customer relationships | |
Summary of Significant Accounting Policies [Line Items] | |
Useful life | 20 years |
Maximum | Product | |
Summary of Significant Accounting Policies [Line Items] | |
Useful life | 10 years |
Maximum | Trade names | |
Summary of Significant Accounting Policies [Line Items] | |
Useful life | 10 years |
Maximum | Other | |
Summary of Significant Accounting Policies [Line Items] | |
Useful life | 10 years |
Composition of Certain Financ_5
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, 2018 | Dec. 31, 2017 | |
Allowance for doubtful accounts | ||
Allowance for doubtful accounts for inventory reserve and tax valuation | ||
Beginning balance | $ (1,446) | $ (1,671) |
Charged to expense | (665) | (891) |
Written-off | 353 | 1,063 |
Charged to other | 0 | 53 |
Ending balance | (1,758) | (1,446) |
Inventory reserve | ||
Allowance for doubtful accounts for inventory reserve and tax valuation | ||
Beginning balance | (6,565) | (945) |
Charged to expense | (1,915) | (5,390) |
Written-off | 5,524 | (230) |
Charged to other | 0 | 0 |
Ending balance | (2,956) | (6,565) |
Tax valuation allowance | ||
Allowance for doubtful accounts for inventory reserve and tax valuation | ||
Beginning balance | (142,062) | (55,415) |
Charged to expense | (12,854) | (82,358) |
Written-off | 0 | 0 |
Charged to other | 0 | (4,289) |
Ending balance | $ (154,916) | $ (142,062) |
Composition of Certain Financ_6
Composition of Certain Financial Statement Captions - Changes in Goodwill (Detail) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Goodwill [Roll Forward] | |||
Beginning balance | $ 717,099,000 | $ 704,603,000 | |
Goodwill impairment | (11,698,000) | 0 | $ 0 |
Foreign exchange and other | (5,208,000) | 12,496,000 | |
Ending balance | 700,193,000 | 717,099,000 | 704,603,000 |
BioReference Laboratories, Inc. | |||
Goodwill [Roll Forward] | |||
Ending balance | 401,800,000 | ||
Pharmaceutical | CURNA | |||
Goodwill [Roll Forward] | |||
Beginning balance | 4,827,000 | 4,827,000 | |
Goodwill impairment | |||
Foreign exchange and other | 0 | 0 | |
Ending balance | 4,827,000 | 4,827,000 | 4,827,000 |
Pharmaceutical | EirGen Pharma Limited | |||
Goodwill [Roll Forward] | |||
Beginning balance | 89,226,000 | 78,358,000 | |
Goodwill impairment | |||
Foreign exchange and other | (3,981,000) | 10,868,000 | |
Ending balance | 85,245,000 | 89,226,000 | 78,358,000 |
Pharmaceutical | FineTech | |||
Goodwill [Roll Forward] | |||
Beginning balance | 11,698,000 | 11,698,000 | |
Goodwill impairment | (11,698,000) | ||
Foreign exchange and other | 0 | 0 | |
Ending balance | 0 | 11,698,000 | 11,698,000 |
Pharmaceutical | OPKO Biologics | |||
Goodwill [Roll Forward] | |||
Beginning balance | 139,784,000 | 139,784,000 | |
Goodwill impairment | |||
Foreign exchange and other | 0 | 0 | |
Ending balance | 139,784,000 | 139,784,000 | 139,784,000 |
Pharmaceutical | OPKO Chile | |||
Goodwill [Roll Forward] | |||
Beginning balance | 5,203,000 | 4,785,000 | |
Goodwill impairment | |||
Foreign exchange and other | (589,000) | 418,000 | |
Ending balance | 4,614,000 | 5,203,000 | 4,785,000 |
Pharmaceutical | OPKO Health Europe | |||
Goodwill [Roll Forward] | |||
Beginning balance | 7,898,000 | 6,936,000 | |
Goodwill impairment | |||
Foreign exchange and other | (352,000) | 962,000 | |
Ending balance | 7,546,000 | 7,898,000 | 6,936,000 |
Pharmaceutical | OPKO Renal | |||
Goodwill [Roll Forward] | |||
Beginning balance | 2,069,000 | 2,069,000 | |
Goodwill impairment | |||
Foreign exchange and other | 0 | 0 | |
Ending balance | 2,069,000 | 2,069,000 | 2,069,000 |
Pharmaceutical | Transition Therapeutics, Inc. | |||
Goodwill [Roll Forward] | |||
Beginning balance | 3,608,000 | 3,360,000 | |
Goodwill impairment | |||
Foreign exchange and other | (286,000) | 248,000 | |
Ending balance | 3,322,000 | 3,608,000 | 3,360,000 |
Diagnostics | BioReference Laboratories, Inc. | |||
Goodwill [Roll Forward] | |||
Beginning balance | 401,821,000 | 401,821,000 | |
Goodwill impairment | |||
Foreign exchange and other | 0 | 0 | |
Ending balance | 401,821,000 | 401,821,000 | 401,821,000 |
Diagnostics | OPKO Diagnostics | |||
Goodwill [Roll Forward] | |||
Beginning balance | 17,977,000 | 17,977,000 | |
Goodwill impairment | |||
Foreign exchange and other | 0 | 0 | |
Ending balance | 17,977,000 | 17,977,000 | 17,977,000 |
Diagnostics | OPKO Lab | |||
Goodwill [Roll Forward] | |||
Beginning balance | 32,988,000 | 32,988,000 | |
Goodwill impairment | |||
Foreign exchange and other | 0 | 0 | |
Ending balance | $ 32,988,000 | $ 32,988,000 | $ 32,988,000 |
Debt - Narrative (Details)
Debt - Narrative (Details) | Dec. 22, 2017USD ($) | Aug. 07, 2017USD ($) | Mar. 17, 2017USD ($) | Nov. 05, 2015USD ($) | Feb. 28, 2018USD ($)$ / shares | Jan. 31, 2013USD ($)d$ / sharesRate | Dec. 31, 2018USD ($)institutionRate | Dec. 31, 2017USD ($)Rate | Dec. 31, 2016USD ($)Rate | Dec. 31, 2016USD ($)shares | Feb. 28, 2019 | Feb. 01, 2019USD ($) | Nov. 08, 2018USD ($) |
Debt Instrument [Line Items] | |||||||||||||
Credit line capacity | $ 197,189,000 | ||||||||||||
Gain (loss) on embedded derivative | 0 | ||||||||||||
Goodwill | $ 700,193,000 | $ 717,099,000 | $ 704,603,000 | $ 704,603,000 | |||||||||
Number of financial institutions | institution | 11 | ||||||||||||
BioReference Laboratories, Inc. | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Net assets | $ 916,400,000 | ||||||||||||
Goodwill | 401,800,000 | ||||||||||||
Intangible assets | $ 405,300,000 | ||||||||||||
OPKO Health Europe | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Weighted average interest rate | 2.10% | 3.00% | |||||||||||
Minimum | OPKO Health Europe | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Variable interest rates | 1.00% | ||||||||||||
Maximum | OPKO Health Europe | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Variable interest rates | 6.30% | ||||||||||||
Notes | Notes Due February 1, 2033 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate of notes payable | 3.00% | 3.00% | 3.00% | 3.00% | 3.00% | ||||||||
Debt face amount | $ 175,000,000 | ||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 7.07 | ||||||||||||
Equivalent redemption price | 100.00% | ||||||||||||
Conversion ratio | Rate | 14.14827% | 14.14827% | 14.14827% | 14.14827% | |||||||||
Convertible debt, threshold percentage of stock price trigger | 130.00% | ||||||||||||
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 | 5% Convertible Notes | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate of notes payable | 5.00% | ||||||||||||
Debt face amount | $ 55,000,000 | ||||||||||||
Note maturity term | 5 years | ||||||||||||
Par value of shares issued upon conversion (in dollars per share) | $ / shares | $ 0.01 | ||||||||||||
Conversion price (in dollars per share) | $ / shares | $ 5 | ||||||||||||
Conversion notice threshold minimum | 30 days | ||||||||||||
Conversion notice threshold maximum | 60 days | ||||||||||||
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 | 4.70% | 4.20% | |||||||||||
Equity securities | Convertible Debt | Notes Due February 1, 2033 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Convertible debt, stock issued from conversion (in shares) | shares | 21,539,873 | ||||||||||||
Line of Credit | Unsecured Debt | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Credit line capacity | $ 60,000,000 | ||||||||||||
Interest rate of notes payable | 10.00% | ||||||||||||
Long term debt | $ 0 | ||||||||||||
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 | ||||||||||||
Remaining borrowing capacity | $ 2,000,000 | ||||||||||||
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% | ||||||||||||
Subsequent Event | Notes | Notes Due February 1, 2033 | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt repurchase amount | $ 28,800,000 | ||||||||||||
Subsequent Event | Convertible Debt | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest rate of notes payable | 4.50% |
Debt - Notes (Details)
Debt - Notes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Debt Instrument [Roll Forward] | |||
Amortization of debt discount, debt issuance cost | $ 187 | $ 224 | $ 237 |
Change in fair value of equity securities and derivative instruments | (3,043) | (52) | (2,778) |
Senior Notes | |||
Debt Instrument [Roll Forward] | |||
Embedded conversion option, beginning balance | 0 | 16,736 | |
Convertible notes, beginning balance | 31,850 | 31,850 | |
Discount, beginning balance | (2,565) | (4,612) | |
Debt issuance costs, net beginning balance | (125) | (273) | |
Total, beginning balance | 29,160 | 43,701 | |
Amortization of debt discount, discount | 2,277 | 2,047 | |
Amortization of debt discount, debt issuance cost | 125 | 148 | |
Amortization of debt discount and debt issuance costs | 2,402 | 2,195 | |
Change in fair value of equity securities and derivative instruments | (3,185) | ||
Reclassification of embedded derivatives to equity | (13,551) | ||
Embedded conversion option, ending balance | 0 | 16,736 | |
Convertible notes, ending balance | 31,850 | 31,850 | 31,850 |
Discount, ending balance | (288) | (2,565) | (4,612) |
Debt issuance costs, net ending balance | 0 | (125) | (273) |
Total, ending balance | $ 31,562 | $ 29,160 | $ 43,701 |
Debt - Lines Of Credit (Details
Debt - Lines Of Credit (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Line of Credit Facility [Line Items] | ||
Credit line capacity | $ 197,189,000 | |
Line of credit | $ 108,710,000 | $ 114,664,000 |
JP Morgan Chase | ||
Line of Credit Facility [Line Items] | ||
Interest rate on borrowings, period end | 4.02% | |
Credit line capacity | $ 175,000,000 | |
Line of credit | $ 105,198,000 | 104,152,000 |
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 | $ 232,000 | 446,000 |
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 | $ 432,000 | 1,598,000 |
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 | $ 818,000 | 1,819,000 |
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 | $ 858,000 | 1,665,000 |
Security Bank | ||
Line of Credit Facility [Line Items] | ||
Interest rate on borrowings, period end | 5.50% | |
Credit line capacity | $ 0 | |
Line of credit | $ 0 | 501,000 |
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 | $ 308,000 | 2,111,000 |
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 | $ 852,000 | 1,988,000 |
Scotiabank | ||
Line of Credit Facility [Line Items] | ||
Interest rate on borrowings, period end | 5.00% | |
Credit line capacity | $ 1,800,000 | |
Line of credit | $ 2,000 | 384,000 |
Banco De Sabadell | ||
Line of Credit Facility [Line Items] | ||
Interest rate on borrowings, period end | 1.45% | |
Credit line capacity | $ 343,000 | |
Line of credit | $ 0 | 0 |
Banco Bilbao Vizcaya | ||
Line of Credit Facility [Line Items] | ||
Interest rate on borrowings, period end | 2.45% | |
Credit line capacity | $ 343,000 | |
Line of credit | $ 0 | 0 |
Santander Bank | ||
Line of Credit Facility [Line Items] | ||
Interest rate on borrowings, period end | 2.30% | |
Credit line capacity | $ 343,000 | |
Line of credit | $ 10,000 | $ 0 |
Debt - Mortgage Notes And Other
Debt - Mortgage Notes And Other Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Mortgage notes and other debt payables | ||
Current portion of notes payable | $ 5,851 | $ 11,926 |
Other long-term liabilities | 4,654 | 1,567 |
EirGen Pharma Limited, OPKO Europe and Bio Reference | ||
Mortgage notes and other debt payables | ||
Current portion of notes payable | 2,560 | 1,632 |
Other long-term liabilities | 5,693 | 2,011 |
Total | $ 8,253 | $ 3,643 |
Shareholders' Equity - Narrativ
Shareholders' Equity - Narrative (Details) $ / shares in Units, $ in Millions | Nov. 08, 2018USD ($)$ / sharesshares | Dec. 31, 2018vote / shares$ / sharesshares | Dec. 31, 2017$ / sharesshares |
Class of Stock [Line Items] | |||
Common stock, shares authorized (in shares) | 750,000,000 | 750,000,000 | |
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 | ||
Private placement agreement number of shares (in shares) | 26,500,000 | ||
Private placement agreement price per share (in dollars per share) | $ / shares | $ 3.49 | ||
Private placement agreement value of shares | $ | $ 92.5 | ||
Votes per common share | vote / shares | 1 | ||
Designate shares of preferred stock (in shares) | 10,000,000 | ||
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 | |
Chief Executive Officer | |||
Class of Stock [Line Items] | |||
Private placement agreement value of shares | $ | 70 | ||
Chief Technical Officer | |||
Class of Stock [Line Items] | |||
Private placement agreement value of shares | $ | $ 2 |
Accumulated Other Comprehensi_3
Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | $ 1,843,623 | $ 2,046,433 |
Ending balance | 1,791,291 | 1,843,623 |
Foreign currency translation | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (5,404) | (28,128) |
Other comprehensive income (loss) before reclassifications | (14,727) | 22,724 |
Reclassification adjustment due to adoption of ASU 2016-01 | 0 | 0 |
Net other comprehensive income (loss) | (14,727) | 22,724 |
Ending balance | (20,131) | (5,404) |
Unrealized gain (loss) in Accumulated OCI | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | 4,876 | 1,119 |
Other comprehensive income (loss) before reclassifications | 0 | 3,790 |
Reclassification adjustment due to adoption of ASU 2016-01 | (4,876) | (33) |
Net other comprehensive income (loss) | (4,876) | 3,757 |
Ending balance | 0 | 4,876 |
Total | ||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | ||
Beginning balance | (528) | (27,009) |
Other comprehensive income (loss) before reclassifications | (14,727) | 26,514 |
Reclassification adjustment due to adoption of ASU 2016-01 | (4,876) | (33) |
Net other comprehensive income (loss) | (19,603) | 26,481 |
Ending balance | $ (20,131) | $ (528) |
Equity-Based Compensation - Na
Equity-Based Compensation - Narrative (Details) | 12 Months Ended | ||
Dec. 31, 2018USD ($)Plan$ / sharesshares | Dec. 31, 2017USD ($)$ / shares | Dec. 31, 2016USD ($)$ / 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 | $ 24,600,000 | ||
Weighted-average expected period for recognition | 1 year 5 months 23 days | ||
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Common stock shares reserved for issuance (in shares) | shares | 26,668,368 | ||
Intrinsic value of stock options exercised | $ 500,000 | $ 6,400,000 | $ 9,900,000 |
Weighted average grant date fair value of stock options granted (in dollars per share) | $ / shares | $ 2.08 | $ 4.50 | $ 4.78 |
Fair value of stock options vested | $ 25,800,000 | $ 34,000,000 | $ 30,200,000 |
Selling, General and Administrative Expenses | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity based compensation expense | 14,700,000 | 21,200,000 | 33,400,000 |
Research and Development Expense | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity based compensation expense | 4,200,000 | 5,100,000 | 7,500,000 |
Cost of Revenue | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity based compensation expense | 2,800,000 | 2,000,000 | 1,800,000 |
Continuing Operations | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Equity based compensation expense | $ 21,800,000 | $ 28,300,000 | $ 42,700,000 |
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, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Schedule of stock options | |||
Risk-free interest rate, minimum | 2.32% | 1.32% | 0.71% |
Risk-free interest rate, maximum | 3.09% | 2.41% | 2.51% |
Expected volatility, minimum | 40.00% | 38.00% | 38.00% |
Expected volatility, maximum | 54.00% | 55.00% | 64.00% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Minimum | |||
Schedule of stock options | |||
Expected term | 3 years | 3 years | 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, 2018 | Dec. 31, 2017 | |
Summary of option activity under stock plans | ||
Number of options outstanding, beginning balance (in shares) | 31,299,385 | |
Number of options, granted (in shares) | 5,880,900 | |
Number of options, exercised (in shares) | (540,000) | |
Number of options, forfeited (in shares) | (1,533,025) | |
Number of options, expired (in shares) | (2,075,962) | |
Number of options outstanding, ending balance (in shares) | 33,031,298 | 31,299,385 |
Share-based Compensation Weighted Average Exercise Price [Abstract] | ||
Weighted average exercise price, beginning balance (in dollars per share) | $ 10.08 | |
Weighted average exercise price, granted (in dollars per share) | 4.30 | |
Weighted average exercise price, exercised (in dollars per share) | 3.69 | |
Weighted average exercise price, forfeited (in dollars per share) | 8.14 | |
Weighted average exercise price, expired (in dollars per share) | 8.48 | |
Weighted average exercise price, ending balance (in dollars per share) | $ 9.31 | $ 10.08 |
Weighted average remaining contractual term, outstanding | 5 years 11 months 4 days | 6 years 4 months 13 days |
Aggregate intrinsic value, outstanding | $ 232 | $ 1,886 |
Vested and expected to vest, number of options (in shares) | 31,317,632 | |
Vested and expected to vest, weighted average exercise price (in dollars per share) | $ 9.39 | |
Weighted average expected to vest, remaining contractual term | 5 years 9 months 18 days | |
Aggregate intrinsic value, vested and expected to vest | $ 206 | |
Number of options exercisable (in shares) | 21,451,856 | |
Weighted average exercise price exercisable (in dollars per share) | $ 10.18 | |
Weighted average remaining contractual term, exercisable | 4 years 7 months 20 days | |
Exercisable, aggregate intrinsic value | $ 58 |
Income Taxes - Benefits (Provi
Income Taxes - Benefits (Provision) for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Current | |||
Federal | $ 0 | $ 2,398 | $ 0 |
State | 6,318 | (1,737) | (2,931) |
Foreign | (2,738) | (3,424) | (2,438) |
Current income tax benefit, total | 3,580 | (2,763) | (5,369) |
Deferred | |||
Federal | 2,045 | (10,759) | 25,739 |
State | 5,673 | (2,738) | 10,657 |
Foreign | 27,428 | (2,595) | 25,088 |
Income tax benefit, total | 35,146 | (16,092) | 61,484 |
Total, net | $ 38,726 | $ (18,855) | $ 56,115 |
Income Taxes - Deferred Income
Income Taxes - Deferred Income Taxes (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred income tax assets: | ||
Federal net operating loss | $ 101,662 | $ 79,356 |
State net operating loss | 59,126 | 46,571 |
Foreign net operating loss | 34,407 | 35,710 |
Research and development expense | 2,893 | 4,038 |
Tax credits | 21,669 | 20,040 |
Stock options | 30,430 | 28,830 |
Accruals | 6,294 | 5,719 |
Equity investments | 12,904 | 8,454 |
Bad debts | 414 | 20,302 |
Lease liability | 1,370 | 2,205 |
Foreign credits | 10,837 | 11,113 |
Equity securities | 2,447 | 2,406 |
Other | 11,668 | 17,448 |
Deferred income tax assets | 296,121 | 282,192 |
Deferred income tax liabilities: | ||
Intangible assets | (250,640) | (280,962) |
Fixed assets | (3,486) | (5,572) |
Other | (2,272) | (2,325) |
Deferred income tax liabilities | (256,398) | (288,859) |
Net deferred income tax assets (liabilities) | 39,723 | (6,667) |
Valuation allowance | (154,916) | (142,062) |
Net deferred income tax liabilities | $ (115,193) | $ (148,729) |
Income Taxes - Change in Gross
Income Taxes - Change in Gross Unrecognized Income (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Summary of gross unrecognized income tax benefits | |||
Unrecognized tax benefits at beginning of period | $ 21,347 | $ 27,545 | $ 8,595 |
Gross increases – tax positions in prior period | 0 | 44 | 1,443 |
Gross increases – tax positions in current period | 8,384 | 0 | 18,472 |
Gross decreases – tax positions in prior period | (7,597) | (1,724) | (671) |
Lapse of Statute of Limitations | (4,621) | (4,518) | (294) |
Unrecognized tax benefits at end of period | $ 17,513 | $ 21,347 | $ 27,545 |
Income Taxes - Narrative (Deta
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Operating Loss Carryforwards [Line Items] | ||||
Approximate amount of federal net operating loss carryforward that may not be utilized | $ 53,400 | |||
Total gross unrecognized tax benefit | 17,513 | $ 21,347 | $ 27,545 | $ 8,595 |
Increase in unrecognized tax benefit | 8,400 | |||
Decrease in unrecognized tax benefit | 4,600 | |||
Unrecognized tax benefits that would impact effective tax rate | (14,200) | (12,400) | $ 6,100 | |
Income tax interest and penalties | (1,900) | $ 400 | ||
Approximate unrecognized tax benefits | $ 1,300 | |||
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 | $ 21,700 | |||
Federal | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | 606,600 | |||
State | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | 801,800 | |||
Foreign | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | 152,300 | |||
Foreign | OPKO Biologics | ||||
Operating Loss Carryforwards [Line Items] | ||||
Operating loss carryforwards | $ 86,100 |
Income Taxes - Difference in F
Income Taxes - Difference in Federal and Effective Tax Rate (Details) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Summary of difference between the federal statutory tax rate and the effective tax rate | |||
Federal statutory rate | 21.00% | 35.00% | 35.00% |
State income taxes, net of federal benefit | 4.30% | 5.10% | 5.20% |
Foreign income tax | (6.00%) | (5.30%) | (14.20%) |
Income Tax Refunds | 3.60% | 0.00% | 0.00% |
Research and development tax credits | 1.90% | 0.60% | 5.40% |
Non-Deductible components of Convertible Debt | (0.20%) | 0.10% | 2.20% |
Valuation allowance | (7.10%) | (28.40%) | 9.50% |
Rate change effect | 8.10% | (10.80%) | 21.20% |
Non-deductible items | (2.90%) | (1.90%) | (1.90%) |
Unrecognized tax benefits | (1.80%) | (0.70%) | (1.00%) |
Other | (0.70%) | (0.40%) | (7.70%) |
Total | 20.20% | (6.70%) | 53.70% |
Income Taxes - Reconciliation
Income Taxes - Reconciliation Losses Before Tax, US and Foreign Jurisdictions (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Summary of losses from continuing operations before income taxes between U.S. and foreign jurisdictions | |||
U.S. | $ (132,102) | $ (247,938) | $ (92,175) |
Foreign | (59,664) | (38,457) | (12,299) |
Total | $ (191,766) | $ (286,395) | $ (104,474) |
Related Party Transactions - N
Related Party Transactions - Narrative (Details) | Nov. 08, 2018USD ($)$ / sharesshares | May 31, 2018shares | Apr. 30, 2018shares | Feb. 28, 2018USD ($) | Nov. 30, 2017USD ($)shares | Jul. 31, 2017USD ($)shares | May 31, 2017USD ($)shares | Apr. 30, 2017USD ($)shares | Dec. 31, 2016USD ($)shares | Aug. 31, 2016USD ($)shares | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($)shares | Jan. 01, 2017USD ($)ft² | Nov. 30, 2016USD ($) | Oct. 31, 2016shares |
Related Party Transaction [Line Items] | ||||||||||||||||
Private placement agreement number of shares (in shares) | 26,500,000 | |||||||||||||||
Private placement agreement price per share (in dollars per share) | $ / shares | $ 3.49 | |||||||||||||||
Private placement agreement value of shares | $ | $ 92,500,000 | |||||||||||||||
Credit line capacity | $ | $ 197,189,000 | |||||||||||||||
Investments in investees | $ | $ 1,000,000 | $ 9,625,000 | $ 14,424,000 | |||||||||||||
Reverse stock split ratio | 0.083 | |||||||||||||||
Zebra | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Investment ownership percentage | 29.00% | |||||||||||||||
Neovasc | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Investment ownership percentage | 4.00% | |||||||||||||||
Payments in equity method investment | $ | $ 3,000,000 | |||||||||||||||
Warrants to purchase common shares (in shares) | 29,000 | |||||||||||||||
Neovasc | Equity securities | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Equity method shares purchased in period (in shares) | 20,547 | |||||||||||||||
Chromadex Corporation | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Equity security investments, ownership percentage | 0.00% | |||||||||||||||
MabVax | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Equity security investments, ownership percentage | 2.00% | |||||||||||||||
Investments in investees | $ | $ 100,000 | $ 500,000 | $ 1,000,000 | |||||||||||||
MabVax | Equity securities | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Warrants to purchase common shares (in shares) | 138,600 | |||||||||||||||
Available-for-sale securities shares purchased in period (in shares) | 69,300 | |||||||||||||||
MabVax | Series G Preferred Stock | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Available-for-sale securities shares purchased in period (in shares) | 50,714 | |||||||||||||||
MabVax | Series L Preferred Stock | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Available-for-sale securities shares purchased in period (in shares) | 1,667 | |||||||||||||||
MabVax | Series I Preferred Stock | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Available-for-sale securities shares purchased in period (in shares) | 107,607 | |||||||||||||||
Cocrystal Pharma | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Investment ownership percentage | 9.00% | |||||||||||||||
NIMS | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Investment ownership percentage | 1.00% | |||||||||||||||
BioCardia, Inc. | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Investment ownership percentage | 5.00% | |||||||||||||||
Warrants to purchase common shares (in shares) | 400,000 | |||||||||||||||
Cocrystal | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Payments in equity method investment | $ | $ 1,000,000 | $ 2,000,000 | ||||||||||||||
Warrants to purchase common shares (in shares) | 33,000 | |||||||||||||||
Cocrystal | Equity securities | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Equity method shares purchased in period (in shares) | 138,889 | 162,602 | ||||||||||||||
InCellDx, Inc | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Investment ownership percentage | 29.00% | |||||||||||||||
BioCardia, Inc. | Equity securities | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Investment owned, shares (in shares) | 418,977 | |||||||||||||||
Dr Frost | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Payments in equity method investment | $ | $ 2,500,000 | |||||||||||||||
Dr Frost | Equity securities | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Investment owned, shares (in shares) | 1,602,564 | 1,602,564 | ||||||||||||||
Dr Frost and Mr Pfenniger | Museum of Science, Inc | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Future contributions to related party | $ | $ 1,000,000 | |||||||||||||||
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 | $ | $ 238,000 | $ 361,000 | $ 298,000 | |||||||||||||
Series A Warrant | Neovasc | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Warrants to purchase common shares (in shares) | 20,547 | |||||||||||||||
Series B Warrant | Neovasc | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Warrants to purchase common shares (in shares) | 20,547 | |||||||||||||||
Exercise of warrant number of securities received (in shares) | 1,069,090 | |||||||||||||||
Series C Warrant | Neovasc | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Warrants to purchase common shares (in shares) | 8,221 | |||||||||||||||
Convertible Debt | Cocrystal | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Payments in equity method investment | $ | $ 1,000,000 | |||||||||||||||
Convertible Debt | Cocrystal | Equity securities | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Convertible debt shares issued (in shares) | 538,544 | |||||||||||||||
Convertible Debt | 5% Convertible Notes | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Interest rate of notes payable | 5.00% | |||||||||||||||
Debt face amount | $ | $ 55,000,000 | |||||||||||||||
Chief Executive Officer | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Private placement agreement value of shares | $ | 70,000,000 | |||||||||||||||
Chief Technical Officer | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Private placement agreement value of shares | $ | 2,000,000 | |||||||||||||||
Line of Credit | Unsecured Debt | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Credit line capacity | $ | $ 60,000,000 | |||||||||||||||
Interest rate of notes payable | 10.00% | |||||||||||||||
Line of Credit | Unsecured Debt | Dr Frost | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Credit line capacity | $ | $ 60,000,000 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - OPKO Health Savings and Retirement Plan - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
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 | $ 8.3 | $ 8.4 | $ 3.5 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Dec. 27, 2018USD ($) | Sep. 07, 2018lawsuit | Dec. 31, 2018USD ($) | Aug. 31, 2017USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Business Acquisition, Contingent Consideration [Line Items] | |||||||
Contingent consideration | $ 24,600,000 | $ 24,600,000 | $ 41,400,000 | ||||
Payment of SEC penalty | $ 100,000 | 100,000 | |||||
Class action lawsuits | lawsuit | 7 | ||||||
Contingent membership interest | 15.00% | ||||||
Credit line capacity | 197,189,000 | 197,189,000 | |||||
Fixed purchase provisions | 98,500,000 | 98,500,000 | |||||
Accrued Expenses | |||||||
Business Acquisition, Contingent Consideration [Line Items] | |||||||
Contingent consideration | 2,400,000 | 2,400,000 | 11,800,000 | ||||
Other Long-term Liabilities | |||||||
Business Acquisition, Contingent Consideration [Line Items] | |||||||
Contingent consideration | $ 22,200,000 | 22,200,000 | 29,600,000 | ||||
BioReference | |||||||
Business Acquisition, Contingent Consideration [Line Items] | |||||||
Severance Costs | $ 4,900,000 | $ 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% |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) | 3 Months Ended | 12 Months Ended | 15 Months Ended | 48 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2018 | |
Disaggregation of Revenue [Line Items] | |||||||||||||
Prior period performance obligation revenue recognized | $ 22,800,000 | $ 66,000,000 | |||||||||||
Overpayments received period | 10 years | ||||||||||||
Overpayment reimbursement liability | $ 35,900,000 | $ 30,000,000 | 35,900,000 | 30,000,000 | $ 35,900,000 | $ 35,900,000 | |||||||
Revenue recognized | 0 | ||||||||||||
Total revenues | 221,852,000 | $ 249,815,000 | $ 263,685,000 | $ 254,914,000 | 160,983,000 | $ 246,040,000 | $ 292,601,000 | $ 266,382,000 | 990,266,000 | 966,006,000 | $ 1,117,494,000 | ||
Contract liability | 91,100,000 | $ 152,300,000 | 91,100,000 | 152,300,000 | 91,100,000 | 91,100,000 | |||||||
Rayaldee | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Revenue recognized | 20,300,000 | 9,100,000 | |||||||||||
Total revenues | 36,715,000 | ||||||||||||
Transfer Of Intellectual Property And Other | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Total revenues | 69,906,000 | 75,537,000 | 105,455,000 | ||||||||||
Pfizer | Collaborative Arrangement, Product | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Revenue recognized | 0 | ||||||||||||
Contract liability | $ 83,100,000 | 83,100,000 | $ 83,100,000 | $ 83,100,000 | |||||||||
Pfizer | Collaborative Arrangement, Product | Transfer Of Intellectual Property And Other | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Total revenues | 60,000,000 | 61,200,000 | 47,300,000 | ||||||||||
Tesaro | Collaborative Arrangement, Product | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Revenue recognized | 0 | $ 10,000,000 | 0 | ||||||||||
Vifor Fresenius Medical Care Pharma Ltd | Collaborative Arrangement, Product | Transfer Of Intellectual Property And Other | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Total revenues | $ 2,000,000 | ||||||||||||
Vifor Fresenius Medical Care Pharma Ltd | Development and License Agreement | Transfer Of Intellectual Property And Other | |||||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||||
Total revenues | $ 50,000,000 |
Revenue Recognition - Schedule
Revenue Recognition - Schedule of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | $ 221,852 | $ 249,815 | $ 263,685 | $ 254,914 | $ 160,983 | $ 246,040 | $ 292,601 | $ 266,382 | $ 990,266 | $ 966,006 | $ 1,117,494 |
Healthcare insurers | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 370,096 | 368,628 | 649,036 | ||||||||
Government payers | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 271,590 | 264,493 | 118,526 | ||||||||
Client payers | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 150,259 | 128,867 | 127,363 | ||||||||
Patients | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | 21,303 | 20,722 | 33,647 | ||||||||
Revenue from services | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Total revenues | $ 813,248 | $ 782,710 | $ 928,572 |
Revenue Recognition - Schedul_2
Revenue Recognition - Schedule of Product Sales Allowances and Accruals (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||||||||||
Provision related to current period sales | $ 700 | $ 900 | |||||||||
Total revenues | $ 221,852 | $ 249,815 | $ 263,685 | $ 254,914 | $ 160,983 | $ 246,040 | $ 292,601 | $ 266,382 | 990,266 | 966,006 | $ 1,117,494 |
Rayaldee | |||||||||||
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||||||||||
Beginning balance | 1,018 | 1,018 | |||||||||
Provision related to current period sales | 16,445 | ||||||||||
Credits or payments made | (13,420) | ||||||||||
Ending balance | 4,043 | 1,018 | 4,043 | 1,018 | |||||||
Total revenues | $ 36,715 | ||||||||||
Provision for Rayaldee sales allowances and accruals as a percentage of gross Rayaldee sales | 45.00% | ||||||||||
Chargebacks, discounts, rebates and fees | Rayaldee | |||||||||||
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||||||||||
Beginning balance | 233 | $ 233 | |||||||||
Provision related to current period sales | 5,704 | ||||||||||
Credits or payments made | (4,621) | ||||||||||
Ending balance | 1,316 | 233 | 1,316 | 233 | |||||||
Governmental | Rayaldee | |||||||||||
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||||||||||
Beginning balance | 348 | 348 | |||||||||
Provision related to current period sales | 10,061 | ||||||||||
Credits or payments made | (8,319) | ||||||||||
Ending balance | 2,090 | 348 | 2,090 | 348 | |||||||
Returns | Rayaldee | |||||||||||
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||||||||||
Beginning balance | $ 437 | 437 | |||||||||
Provision related to current period sales | 680 | ||||||||||
Credits or payments made | (480) | ||||||||||
Ending balance | $ 637 | $ 437 | $ 637 | $ 437 |
Strategic Alliances (Details)
Strategic Alliances (Details) - USD ($) | Oct. 12, 2017 | Jul. 31, 2018 | May 31, 2016 | Jan. 31, 2015 | Dec. 31, 2010 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2018 | Dec. 31, 2018 | Mar. 31, 2013 |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||
Initial upfront payment | $ 6,000,000 | ||||||||||
Milestone revenue recognized | $ 0 | ||||||||||
Contract liability | $ 91,100,000 | $ 152,300,000 | 91,100,000 | $ 91,100,000 | |||||||
Deferred revenue, current | 63,503,000 | 56,883,000 | 63,503,000 | 63,503,000 | |||||||
Deferred revenue, noncurrent | 27,566,000 | 95,450,000 | 27,566,000 | 27,566,000 | |||||||
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 | ||||||||||
Vifor Fresenius Medical Care Pharma Ltd | Regulatory Milestones | |||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||
Additional milestone payment | $ 2,000,000 | ||||||||||
Milestone payments, maximum | 35,000,000 | ||||||||||
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 | ||||||||||
Vifor Fresenius Medical Care Pharma Ltd | Exclusive Option | |||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||
Milestone payments, maximum | $ 555,000,000 | ||||||||||
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 | ||||||||||
Contract liability | 83,100,000 | $ 83,100,000 | $ 83,100,000 | ||||||||
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 | $ 0 | $ 10,000,000 | $ 0 | ||||||||
Pharmsynthez | |||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||
Ownership percentage | 9.00% | 9.00% | 9.00% | ||||||||
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, current | $ 60,600,000 | $ 60,600,000 | $ 60,600,000 | ||||||||
Other Long-term Liabilities | Pfizer | Collaborative Arrangement, Product | |||||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||||||||||
Deferred revenue, noncurrent | $ 22,500,000 | $ 22,500,000 | $ 22,500,000 | ||||||||
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 | ||||||||||
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, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Leases [Abstract] | |||
Operating leases, rent expense | $ 18.9 | $ 18.9 | $ 18.8 |
Capital leases of lessee, interest rate | 2.00% |
Leases - Schedule of Maturities
Leases - Schedule of Maturities of Operating Leases (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Future minimum lease payments | |
Operating leases, payments due in 2019 | $ 18,386 |
Operating leases, payments due in 2020 | 11,535 |
Operating leases, payments due in 2021 | 7,385 |
Operating leases, payments due in 2022 | 4,074 |
Operating leases, payments due in 2023 | 2,446 |
Operating leases, payments due thereafter | 1,650 |
Total minimum operating lease commitments | $ 45,476 |
Leases - Schedule of Capital Le
Leases - Schedule of Capital Leases (Details) $ in Thousands | Dec. 31, 2018USD ($) |
Leases [Abstract] | |
Automobiles | $ 10,133 |
Less: Accumulated Depreciation | (5,056) |
Net capital leases in Property, plant and equipment | $ 5,077 |
Leases - Schedule of Maturiti_2
Leases - Schedule of Maturities of Capital Leases (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Capital Leases, Future Minimum Payments Due | ||
Capital leases, payments due in 2019 | $ 2,995 | |
Capital leases, payments due in 2020 | 2,692 | |
Capital leases, payments due in 2021 | 2,012 | |
Capital leases, payments due in 2022 | 871 | |
Capital leases, payments due in 2023 | 479 | |
Total minimum capital lease commitments | 9,049 | |
Less: Amounts representing interest | 149 | |
Net capital liability | 8,900 | |
Current | 3,280 | $ 3,399 |
Long-term | $ 5,620 | $ 7,786 |
Segments - Narrative (Details)
Segments - Narrative (Details) | 12 Months Ended |
Dec. 31, 2018USD ($)Segment | |
Segment Reporting Information [Line Items] | |
Number of reportable segments | Segment | 2 |
Intersegment Elimination | |
Segment Reporting Information [Line Items] | |
Revenues | $ 0 |
Inter-segment allocation of interest expense | $ 0 |
Segments - Operating Segments (
Segments - Operating Segments (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Segment Reporting Information [Line Items] | |||||||||||
Total revenues | $ 221,852 | $ 249,815 | $ 263,685 | $ 254,914 | $ 160,983 | $ 246,040 | $ 292,601 | $ 266,382 | $ 990,266 | $ 966,006 | $ 1,117,494 |
Operating loss | (171,197) | (276,442) | (96,551) | ||||||||
Depreciation and amortization | 97,344 | 102,093 | 96,576 | ||||||||
Income (loss) from investment in investees | (14,497) | (14,471) | (7,652) | ||||||||
Assets | 2,451,072 | 2,589,956 | 2,451,072 | 2,589,956 | |||||||
Goodwill | 700,193 | 717,099 | 700,193 | 717,099 | 704,603 | ||||||
United States | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenues | 837,509 | 803,853 | 933,498 | ||||||||
Ireland | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenues | 78,102 | 80,905 | 114,509 | ||||||||
Chile | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenues | 41,216 | 44,286 | 35,364 | ||||||||
Spain | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenues | 18,195 | 18,285 | 15,812 | ||||||||
Israel | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenues | 9,479 | 13,951 | 15,317 | ||||||||
Mexico | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenues | 5,598 | 4,605 | 2,988 | ||||||||
Other | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenues | 167 | 121 | 6 | ||||||||
Corporate, Non-Segment | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Operating loss | (43,614) | (55,615) | (60,040) | ||||||||
Depreciation and amortization | 91 | 138 | 89 | ||||||||
Income (loss) from investment in investees | 0 | 0 | 0 | ||||||||
Assets | 52,413 | 66,004 | 52,413 | 66,004 | |||||||
Goodwill | 0 | 0 | 0 | 0 | |||||||
Pharmaceutical | Operating Segments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Operating loss | (82,641) | (84,287) | (33,117) | ||||||||
Depreciation and amortization | 28,007 | 27,513 | 18,254 | ||||||||
Income (loss) from investment in investees | (10,822) | (12,646) | (7,665) | ||||||||
Assets | 1,236,499 | 1,282,564 | 1,236,499 | 1,282,564 | |||||||
Goodwill | 247,407 | 264,313 | 247,407 | 264,313 | |||||||
Diagnostics | Operating Segments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Operating loss | (44,942) | (136,540) | (3,394) | ||||||||
Depreciation and amortization | 69,246 | 74,442 | 78,233 | ||||||||
Income (loss) from investment in investees | (3,675) | (1,825) | 13 | ||||||||
Assets | 1,162,160 | 1,241,388 | 1,162,160 | 1,241,388 | |||||||
Goodwill | $ 452,786 | $ 452,786 | 452,786 | 452,786 | |||||||
Revenue from services | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenues | 813,248 | 782,710 | 928,572 | ||||||||
Revenue from services | Corporate, Non-Segment | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenues | 0 | 0 | 0 | ||||||||
Revenue from services | Pharmaceutical | Operating Segments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenues | 0 | 0 | 0 | ||||||||
Revenue from services | Diagnostics | Operating Segments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenues | 813,248 | 782,710 | 928,572 | ||||||||
Product | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenues | 107,112 | 107,759 | 83,467 | ||||||||
Product | Pharmaceutical | Operating Segments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenues | 107,112 | 107,759 | 83,467 | ||||||||
Revenue from transfer of intellectual property and other | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenues | 69,906 | 75,537 | 105,455 | ||||||||
Revenue from transfer of intellectual property and other | Corporate, Non-Segment | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenues | 0 | 0 | 0 | ||||||||
Revenue from transfer of intellectual property and other | Pharmaceutical | Operating Segments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenues | 69,906 | 75,537 | 105,455 | ||||||||
Revenue from transfer of intellectual property and other | Diagnostics | Operating Segments | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total revenues | $ 0 | $ 0 | $ 0 |
Segments - Reconciliation Prop
Segments - Reconciliation Property Plant and Equipment, US and Foreign Jurisdictions (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, net | $ 144,674 | $ 146,557 |
U.S. | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, net | 76,907 | 89,114 |
Foreign | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant and equipment, net | $ 67,767 | $ 57,443 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets And Liabilities Measured At Fair Value (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Assets: | ||
Total assets | $ 27,189 | $ 15,901 |
Liabilities: | ||
Total liabilities | 24,537 | 41,670 |
Level 1 | ||
Assets: | ||
Total assets | 26,313 | 12,568 |
Liabilities: | ||
Total liabilities | 0 | 0 |
Level 2 | ||
Assets: | ||
Total assets | 876 | 3,333 |
Liabilities: | ||
Total liabilities | 0 | 317 |
Level 3 | ||
Assets: | ||
Total assets | 0 | 0 |
Liabilities: | ||
Total liabilities | 24,537 | 41,353 |
Money market funds | ||
Assets: | ||
Total assets | 0 | 107 |
Money market funds | Level 1 | ||
Assets: | ||
Total assets | 0 | 107 |
Money market funds | Level 2 | ||
Assets: | ||
Total assets | 0 | 0 |
Money market funds | Level 3 | ||
Assets: | ||
Total assets | 0 | 0 |
Equity securities | ||
Assets: | ||
Total assets | 26,313 | 12,461 |
Equity securities | Level 1 | ||
Assets: | ||
Total assets | 26,313 | 12,461 |
Equity securities | Level 2 | ||
Assets: | ||
Total assets | 0 | 0 |
Equity securities | Level 3 | ||
Assets: | ||
Total assets | 0 | 0 |
Common stock options/warrants | ||
Assets: | ||
Total assets | 855 | 3,333 |
Common stock options/warrants | Level 1 | ||
Assets: | ||
Total assets | 0 | 0 |
Common stock options/warrants | Level 2 | ||
Assets: | ||
Total assets | 855 | 3,333 |
Common stock options/warrants | Level 3 | ||
Assets: | ||
Total assets | 0 | 0 |
Forward contracts | ||
Assets: | ||
Total assets | 21 | |
Liabilities: | ||
Total liabilities | 317 | |
Forward contracts | Level 1 | ||
Assets: | ||
Total assets | 0 | |
Liabilities: | ||
Total liabilities | 0 | |
Forward contracts | Level 2 | ||
Assets: | ||
Total assets | 21 | |
Liabilities: | ||
Total liabilities | 317 | |
Forward contracts | Level 3 | ||
Assets: | ||
Total assets | 0 | |
Liabilities: | ||
Total liabilities | 0 | |
Contingent consideration | ||
Liabilities: | ||
Total liabilities | 24,537 | 41,353 |
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 | $ 24,537 | $ 41,353 |
Fair Value Measurements - Level
Fair Value Measurements - Level 3 Reconciliation (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Contingent consideration | ||
Total losses (gains) for the period: | ||
Beginning Balance, liabilities | $ 41,353 | $ 45,076 |
Included in results of operations | (16,816) | (3,423) |
Foreign currency impact | 3 | |
Payments | (303) | |
Reclassification of embedded derivatives to equity | 0 | |
Ending Balance, liabilities | 24,537 | 41,353 |
Embedded conversion option | ||
Total losses (gains) for the period: | ||
Beginning Balance, liabilities | $ 0 | 16,736 |
Included in results of operations | (3,185) | |
Foreign currency impact | 0 | |
Payments | 0 | |
Reclassification of embedded derivatives to equity | (13,551) | |
Ending Balance, liabilities | $ 0 |
Fair Value Measurements - Narra
Fair Value Measurements - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
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 | $ 1.6 | |
Contingent consideration | 24.6 | $ 41.4 |
Accrued Expenses | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | 2.4 | 11.8 |
Other Long-term Liabilities | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | $ 22.2 | $ 29.6 |
Derivative Contracts - Fair Val
Derivative Contracts - Fair Value and Presentation (Details) - Not Designated as Hedging Instrument - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Common stock options/warrants | Investments, net | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset, fair value | $ 855 | $ 3,333 |
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 | $ 21 | $ (317) |
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, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gain (loss) on derivative instruments | $ 3,043 | $ 52 | $ 2,778 |
Common stock options/warrants | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gain (loss) on derivative instruments | 2,643 | (2,533) | (4,262) |
2033 Senior Notes | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gain (loss) on derivative instruments | 0 | 3,185 | 7,001 |
Forward contracts | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Gain (loss) on derivative instruments | $ 400 | $ (600) | $ 39 |
Selected Quarterly Financial _3
Selected Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Summary of quarterly financial data | |||||||||||
Total revenues | $ 221,852 | $ 249,815 | $ 263,685 | $ 254,914 | $ 160,983 | $ 246,040 | $ 292,601 | $ 266,382 | $ 990,266 | $ 966,006 | $ 1,117,494 |
Total costs and expenses | 311,866 | 283,279 | 268,793 | 297,525 | 318,614 | 293,805 | 318,432 | 311,597 | 1,161,463 | 1,242,448 | 1,214,045 |
Net income (loss) | $ (76,070) | $ (27,655) | $ (6,201) | $ (43,114) | $ (217,914) | $ (35,917) | $ (16,916) | $ (34,503) | $ (153,040) | $ (305,250) | $ (48,359) |
Earnings (loss) per share, basic and diluted (in dollars per share) | $ (0.13) | $ (0.05) | $ (0.01) | $ (0.08) | |||||||
Earnings (loss) per share, diluted (in dollars per share) | $ (0.39) | $ (0.06) | $ (0.03) | $ (0.06) | $ (0.27) | $ (0.55) | $ (0.09) | ||||
Earnings (loss) per share, diluted (in dollars per share) | $ (0.39) | $ (0.06) | $ (0.04) | $ (0.06) | $ (0.27) | $ (0.55) | $ (0.10) | ||||
Adjustment Related To Prior Quarter Revenue | |||||||||||
Summary of quarterly financial data | |||||||||||
Total revenues | $ 3,900 |
Subsequent Events (Details)
Subsequent Events (Details) | Dec. 27, 2018USD ($) | Feb. 28, 2019USD ($)d$ / shares | Dec. 31, 2018USD ($) | Jan. 31, 2013USD ($)d$ / sharesRate | Dec. 31, 2018USD ($)Rate | Dec. 31, 2017Rate | Dec. 31, 2016Rate | Feb. 01, 2019USD ($) | Nov. 08, 2018USD ($) |
Subsequent Event [Line Items] | |||||||||
Credit line capacity | $ | $ 197,189,000 | $ 197,189,000 | |||||||
Payment of SEC penalty | $ | $ 100,000 | $ 100,000 | |||||||
Convertible Debt | Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Interest rate of notes payable | 4.50% | ||||||||
Convertible Senior Notes Due 2025 | Convertible Debt | Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt face amount | $ | $ 200,000,000 | ||||||||
Conversion ratio | 0.2367424 | ||||||||
Conversion price (in dollars per share) | $ / shares | $ 4.22 | ||||||||
Notes Due February 1, 2033 | 2033 Senior Notes | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt face amount | $ | $ 175,000,000 | ||||||||
Interest rate of notes payable | 3.00% | 3.00% | 3.00% | 3.00% | 3.00% | ||||
Convertible debt, threshold percentage of stock price trigger | 130.00% | ||||||||
Conversion ratio | Rate | 14.14827% | 14.14827% | 14.14827% | 14.14827% | |||||
Conversion price (in dollars per share) | $ / shares | $ 7.07 | ||||||||
Equivalent redemption price | 100.00% | ||||||||
Notes Due February 1, 2033 | 2033 Senior Notes | Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt repurchase amount | $ | $ 28,800,000 | ||||||||
Minimum | Notes Due February 1, 2033 | 2033 Senior Notes | |||||||||
Subsequent Event [Line Items] | |||||||||
Threshold trading days | d | 20 | ||||||||
Maximum | Notes Due February 1, 2033 | 2033 Senior Notes | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of consecutive trading days applicable conversion price | d | 30 | ||||||||
Debt Instrument, Redemption, Period One | Convertible Senior Notes Due 2025 | Convertible Debt | Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Convertible debt, threshold percentage of stock price trigger | 130.00% | ||||||||
Equivalent redemption price | 100.00% | ||||||||
Debt Instrument, Redemption, Period One | Notes Due February 1, 2033 | 2033 Senior Notes | |||||||||
Subsequent Event [Line Items] | |||||||||
Equivalent redemption price | 100.00% | ||||||||
Debt Instrument, Redemption, Period One | Minimum | Convertible Senior Notes Due 2025 | Convertible Debt | Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Threshold trading days | d | 20 | ||||||||
Debt Instrument, Redemption, Period One | Maximum | Convertible Senior Notes Due 2025 | Convertible Debt | Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of consecutive trading days applicable conversion price | d | 30 | ||||||||
Debt Instrument, Redemption, Period Two | Convertible Senior Notes Due 2025 | Convertible Debt | Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Convertible debt, threshold percentage of stock price trigger | 98.00% | ||||||||
Debt Instrument, Redemption, Period Two | Minimum | Convertible Senior Notes Due 2025 | Convertible Debt | Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Threshold trading days | d | 5 | ||||||||
Debt Instrument, Redemption, Period Two | Maximum | Convertible Senior Notes Due 2025 | Convertible Debt | Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of consecutive trading days applicable conversion price | d | 5 | ||||||||
Debt Instrument, Redemption, Period Three | Convertible Senior Notes Due 2025 | Convertible Debt | Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Convertible debt, threshold percentage of stock price trigger | 130.00% | ||||||||
Equivalent redemption price | 100.00% | ||||||||
Debt Instrument, Redemption, Period Three | Minimum | Convertible Senior Notes Due 2025 | Convertible Debt | Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Threshold trading days | d | 20 | ||||||||
Debt Instrument, Redemption, Period Three | Maximum | Convertible Senior Notes Due 2025 | Convertible Debt | Subsequent Event | |||||||||
Subsequent Event [Line Items] | |||||||||
Number of consecutive trading days applicable conversion price | d | 30 | ||||||||
Line of Credit | Unsecured Debt | |||||||||
Subsequent Event [Line Items] | |||||||||
Interest rate of notes payable | 10.00% | ||||||||
Credit line capacity | $ | $ 60,000,000 | ||||||||
Dr Frost | Line of Credit | Unsecured Debt | |||||||||
Subsequent Event [Line Items] | |||||||||
Credit line capacity | $ | $ 60,000,000 | ||||||||
Dr Frost | |||||||||
Subsequent Event [Line Items] | |||||||||
Payment of SEC penalty | $ | $ 5,500,000 |
Uncategorized Items - opk-12312
Label | Element | Value |
Additional Paid-in Capital [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 0 |
AOCI Attributable to Parent [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ (4,876,000) |