Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Feb. 12, 2016 | Jun. 30, 2015 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | IMPAX LABORATORIES INC | ||
Trading Symbol | ipxl | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 72,602,791 | ||
Entity Public Float | $ 2,660,350,000 | ||
Amendment Flag | false | ||
Entity Central Index Key | 1,003,642 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Well-known Seasoned Issuer | Yes | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Current assets: | ||
Cash and cash equivalents | $ 340,351 | $ 214,873 |
Short-term investments | 199,983 | |
Accounts receivable, net | 324,451 | 146,490 |
Inventory, net | 125,582 | 80,570 |
Prepaid expenses and other current assets | 31,689 | 33,710 |
Total current assets | 822,073 | 675,626 |
Property, plant and equipment, net | 214,156 | 188,169 |
Intangible assets, net | 602,020 | 26,711 |
Goodwill | 210,166 | 27,574 |
Deferred income taxes | 315 | 96,662 |
Other non-current assets | 73,757 | 64,455 |
Total assets | 1,922,487 | 1,079,197 |
Current liabilities: | ||
Accounts payable | 56,325 | 31,976 |
Accrued expenses | 204,711 | 110,470 |
Accrued profit sharing and royalty expenses | 65,725 | 15,346 |
Current portion of deferred revenue | 907 | |
Total current liabilities | 326,761 | 158,699 |
Long-term debt, net | 424,595 | |
Deferred income taxes | 72,770 | |
Deferred revenue, net of current portion | 3,403 | |
Other non-current liabilities | 35,952 | 29,218 |
Total liabilities | $ 860,078 | $ 191,320 |
Commitments and contingencies (Note 21 and Note 22) | ||
Stockholders’ equity: | ||
Preferred stock, $0.01 par value; 2,000,000 shares authorized; No issued or outstanding shares at December 31, 2015 and 2014 | ||
Common stock, $0.01 par value; 150,000,000 shares authorized; 72,926,205 issued and 72,682,476 outstanding shares at December 31, 2015; 71,470,802 issued and 71,227,073 outstanding shares at December 31, 2014 | $ 729 | $ 714 |
Treasury stock at cost: 243,729 shares at December 31, 2015 and 2014 | (2,157) | (2,157) |
Additional paid-in capital | 504,077 | 364,103 |
Retained earnings | 570,223 | 531,226 |
Accumulated other comprehensive loss | (10,463) | (6,009) |
Total stockholders’ equity | 1,062,409 | 887,877 |
Total liabilities and stockholders’ equity | $ 1,922,487 | $ 1,079,197 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2015 | Dec. 31, 2014 |
Preferred Stock, par value (in Dollars per share) | $ 0.01 | $ 0.01 |
Preferred Stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred Stock, shares outstanding | 0 | 0 |
Preferred Stock, shares issued | 0 | 0 |
Common Stock, Par Value (in Dollars per share) | $ 0.01 | $ 0.01 |
Common Stock, Shares Authorized | 150,000,000 | 150,000,000 |
Common Stock, Shares Issued | 72,926,205 | 71,470,802 |
Common stock, Outstanding | 72,682,476 | 71,227,073 |
Treasury stock, shares | 243,729 | 243,729 |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) $ in Thousands | 12 Months Ended | |||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||||
Revenues: | ||||||
Revenues | $ 860,469 | $ 596,049 | $ 511,502 | |||
Cost of revenues | 508,065 | 283,396 | 312,202 | |||
Gross profit | 352,404 | 312,653 | 199,300 | |||
Operating expenses: | ||||||
Research and development | 76,982 | 78,642 | 68,854 | |||
Patent litigation | 4,567 | 5,805 | 16,545 | |||
Selling, general and administrative | 201,287 | 139,390 | 120,288 | |||
Total operating expenses | 282,836 | 223,837 | 205,687 | |||
Income (loss) from operations | 69,568 | 88,816 | (6,387) | |||
Other income (expense): | ||||||
Interest expense | (27,268) | (43) | (419) | |||
Interest income | 1,042 | 1,473 | 1,299 | |||
Gain on sale of asset | 45,574 | |||||
Loss on debt extinguishment | (16,903) | |||||
Net change in fair value of derivatives | (13,000) | |||||
Other, net | 355 | 313 | 152,447 | |||
Income before income taxes | 59,368 | 90,559 | 146,940 | |||
Provision for income taxes | 20,371 | 33,206 | 45,681 | |||
Net income | $ 38,997 | $ 57,353 | $ 101,259 | |||
Net income per common share: | ||||||
Basic (in Dollars per share) | $ 0.56 | $ 0.84 | $ 1.51 | |||
Diluted (in Dollars per share) | $ 0.54 | $ 0.81 | $ 1.47 | |||
Weighted-average common shares outstanding: | ||||||
Basic (in Shares) | 69,640,417 | 68,185,552 | 66,921,181 | |||
Diluted (in Shares) | 72,027,344 | [1] | 70,530,349 | [2] | 68,655,038 | [3] |
Impax Generics [Member] | ||||||
Revenues: | ||||||
Revenues | $ 710,932 | $ 549,082 | $ 398,340 | |||
Impax Specialty Pharma [Member] | ||||||
Revenues: | ||||||
Revenues | $ 149,537 | $ 46,967 | $ 113,162 | |||
[1] | As of December 31, 2015, shares issuable but not included in the Company's computation of diluted EPS, which could potentially dilute future earnings, include 9.47 million for warrants to purchase the Company's common stock and 9.47 million shares for conversion of outstanding convertible senior notes payable. In addition, for the year ended December 31, 2015, the Company excluded from the computation as anti-dilutive 1,688,266 and 1,521,097 shares issuable upon the exercise of stock options and vesting of non-vested restricted stock awards, respectively. | |||||
[2] | For the year ended December 31, 2014, the Company excluded 946,288 stock options from the computation of diluted net income per common share as the effect of these options would have been anti-dilutive. | |||||
[3] | For the year ended December 31, 2013, the Company excluded 1,741,110 stock options from the computation of diluted net income per common share as the effect of these options would have been anti-dilutive. |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Net income | $ 38,997,000 | $ 57,353,000 | $ 101,259,000 |
Other comprehensive loss component: | |||
Currency translation adjustments | (4,454,000) | (7,149,000) | (4,104,000) |
Comprehensive income | $ 34,543,000 | $ 50,204,000 | $ 97,155,000 |
Consolidated Statements of Chan
Consolidated Statements of Changes In Stockholders' Equity - USD ($) shares in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Total |
Balance, December 31, 2012 at Dec. 31, 2012 | $ 685,000 | $ (2,157,000) | $ 314,717,000 | $ 372,614,000 | $ 5,244,000 | $ 691,103,000 |
Balance, December 31, 2012 (in Shares) at Dec. 31, 2012 | 68,272 | |||||
Balance at Dec. 31, 2013 | $ 699,000 | (2,157,000) | 336,648,000 | 473,873,000 | 1,140,000 | 810,203,000 |
Balance, shares (in Shares) at Dec. 31, 2013 | 69,684 | |||||
Net income | 101,259,000 | 101,259,000 | ||||
Other comprehensive loss: | ||||||
Currency translation adjustment | (4,104,000) | (4,104,000) | ||||
Exercises of stock options, issuance of restricted stock and sale of common stock under ESPP | $ 14,000 | 3,538,000 | 3,552,000 | |||
Exercises of stock options, issuance of restricted stock and sale of common stock under ESPP, shares (in Shares) | 1,412 | |||||
Stock-based compensation | 17,644,000 | 17,644,000 | ||||
Tax benefit related to exercise of stock options and restricted stock | 749,000 | 749,000 | ||||
Balance at Dec. 31, 2014 | $ 714,000 | (2,157,000) | 364,103,000 | 531,226,000 | (6,009,000) | 887,877,000 |
Balance, shares (in Shares) at Dec. 31, 2014 | 71,228 | |||||
Net income | 57,353,000 | 57,353,000 | ||||
Other comprehensive loss: | ||||||
Currency translation adjustment | (7,149,000) | (7,149,000) | ||||
Exercises of stock options, issuance of restricted stock and sale of common stock under ESPP | $ 15,000 | 3,255,000 | 3,270,000 | |||
Exercises of stock options, issuance of restricted stock and sale of common stock under ESPP, shares (in Shares) | 1,544 | |||||
Stock-based compensation | 20,883,000 | 20,883,000 | ||||
Tax benefit related to exercise of stock options and restricted stock | 3,317,000 | 3,317,000 | ||||
Balance at Dec. 31, 2015 | $ 729,000 | $ (2,157,000) | 504,077,000 | 570,223,000 | (10,463,000) | 1,062,409,000 |
Balance, shares (in Shares) at Dec. 31, 2015 | 72,926 | |||||
Net income | $ 38,997,000 | 38,997,000 | ||||
Other comprehensive loss: | ||||||
Currency translation adjustment | $ (4,454,000) | (4,454,000) | ||||
Exercises of stock options, issuance of restricted stock and sale of common stock under ESPP | $ 15,000 | (3,533,000) | (3,518,000) | |||
Exercises of stock options, issuance of restricted stock and sale of common stock under ESPP, shares (in Shares) | 1,698 | |||||
Stock-based compensation | 28,613,000 | 28,613,000 | ||||
Sale of warrants | 88,320,000 | 88,320,000 | ||||
Reclassification of derivatives to equity, net of related taxes | 21,038,000 | 21,038,000 | ||||
Tax benefit related to exercise of stock options and restricted stock | $ 5,536,000 | $ 5,536,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities: | |||
Net income | $ 38,997 | $ 57,353 | $ 101,259 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 68,637 | 34,026 | 36,006 |
Non-cash interest expense | 11,230 | ||
Share-based compensation expense | 28,613 | 20,883 | 17,644 |
Tax benefit from employees’ exercises of stock options and vestings of restricted stock | (5,536) | (3,317) | (749) |
Deferred income taxes – net and uncertain tax positions | (29,558) | (11,810) | (21,132) |
Gain on sale of intangible asset | (45,574) | ||
Loss on debt extinguishment | 16,903 | ||
Net change in fair value of derivatives | 13,000 | ||
Intangible asset impairment charges | 13,664 | 2,876 | 13,906 |
Accrued profit sharing and royalty expense | 160,848 | 52,208 | 61,118 |
Payments of profit sharing and royalty expense | (116,542) | (48,422) | (54,494) |
Provision for inventory reserves | (8,179) | 7,964 | 12,476 |
Recognition of deferred revenue | (4,310) | (3,939) | (4,390) |
Other | (81) | 1,226 | (659) |
Changes in certain assets and liabilities: | |||
Accounts receivable | (121,110) | (33,497) | (20,744) |
Inventory | (5,856) | (24,302) | 7,095 |
Prepaid expenses and other assets | 9,330 | (9,952) | (7,646) |
Accounts payable and accrued expenses | 48,106 | (8,980) | 4,698 |
Other liabilities | (656) | 500 | 5,552 |
Net cash provided by operating activities | 71,926 | 32,817 | 149,940 |
Cash flows from investing activities: | |||
Payment for business acquisition, net of cash acquired | (691,348) | ||
Proceeds from sale of assets acquired | 59,546 | ||
Purchases of property, plant and equipment | (25,199) | (29,913) | (32,785) |
Payments for licensing agreements and acquisitions | (5,850) | (13,000) | (12,000) |
Investment in cash surrender value of insurance | (4,750) | (3,000) | |
Maturities of short-term investments | 200,064 | 395,404 | 285,986 |
Purchases of short-term investments | (366,092) | (357,092) | |
Net cash used in investing activities | (467,537) | (16,601) | (115,891) |
Cash flows from financing activities: | |||
Proceeds from sale of convertible notes | 600,000 | ||
Proceeds from issuance of term loan | 435,000 | ||
Repayment of term loan | (435,000) | ||
Payment of deferred financing fees | (36,941) | ||
Purchase of bond hedge derivative asset | (147,000) | ||
Proceeds from sale of warrants | 88,320 | ||
Tax benefit from employees’ exercises of stock options and vestings of restricted stock awards | 5,536 | 3,317 | 749 |
Proceeds from exercises of stock options and ESPP | 11,472 | 11,097 | 8,213 |
Net cash provided by financing activities | 521,387 | 14,414 | 8,962 |
Effect of exchange rate changes on cash and cash equivalents | (298) | (369) | (561) |
Net increase in cash and cash equivalents | 125,478 | 30,261 | 42,450 |
Cash and cash equivalents, beginning of year | 214,873 | 184,612 | 142,162 |
Cash and cash equivalents, end of year | 340,351 | 214,873 | 184,612 |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 15,365 | 17 | 89 |
Cash paid for income taxes, net | $ 43,223 | $ 72,174 | $ 34,272 |
Note 1 - Description of Busines
Note 1 - Description of Business | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure Text Block [Abstract] | |
Business Description and Basis of Presentation [Text Block] | 1. DESCRIPTION OF BUSINESS Impax Laboratories, Inc. (“Impax” or the “Company”) is a specialty pharmaceutical company that focuses on developing, manufacturing, marketing and distributing generic and branded pharmaceutical products. The Company has two reportable segments, referred to as “Impax Generics” and “Impax Specialty Pharma.” The Impax Generics division focuses on a broad range of therapeutic areas, including products having technically challenging drug-delivery mechanisms or unique product formulations. In addition to developing solid oral dosage products, the Impax Generic division’s portfolio includes alternative dosage form products, primarily through alliance and collaboration agreements with third parties. The Company’s Impax Specialty Pharma division is focused on the development and promotion, through the Company’s specialty sales force, of proprietary branded pharmaceutical products for the treatment of central nervous system (“CNS”) disorders and other select specialty segments. As described in detail below, in March 2015, the Company renamed its operating and reporting structure into its current structure; prior to such time, the Impax Generics division was referred to as “Global Pharmaceuticals” and the Impax Specialty Pharma division was referred to as “Impax Pharmaceuticals.” Tower Acquisition On March 9, 2015, Impax completed its acquisition of Tower Holdings, Inc. (“Tower”), including its operating subsidiaries CorePharma LLC (“CorePharma”) and Amedra Pharmaceuticals LLC (“Amedra Pharmaceuticals”), and Lineage Therapeutics Inc. (“Lineage”) for a purchase price of approximately $691.3 million, net of approximately $41.5 million of cash acquired and including the repayment of indebtedness of Tower and Lineage (the “Tower acquisition”). The privately-held companies specialized in the development, manufacture and commercialization of complex generic and branded pharmaceutical products. For additional information on the acquisition and the related financing of the acquisition, refer to “Note 2. Business Acquisition” and “Note 14. Debt.” In connection with the Tower acquisition, the Company recorded an accrual for severance and related termination costs of $2.4 million during 2015 related to the elimination of approximately 10 positions at the acquired companies. As of December 31, 2015, $2.1 million has been paid and the Company currently expects the remainder of this balance to be paid by the first half of 2016. Revised Operating and Reporting Structure In connection with the closing of the Tower acquisition, Impax renamed the operating and reporting structure of its two divisions into Impax Generics and Impax Specialty Pharma. Impax Generics includes the Company’s legacy Global Pharmaceuticals business as well as the acquired CorePharma and Lineage businesses. Impax Specialty Pharma includes the legacy Impax Pharmaceuticals business as well as the acquired Amedra Pharmaceuticals business. Impax Generics develops, manufactures, sells, and distributes generic pharmaceutical products primarily through the following four sales channels: the “Impax Generics” sales channel, for generic pharmaceutical prescription products the Company sells directly to wholesalers, large retail drug chains, and others; the “Private Label” sales channel, for generic pharmaceutical over-the-counter (“OTC”) and prescription products the Company sells to unrelated third-party customers who, in turn, sell the product to third parties under their own label; the “Rx Partner” sales channel, for generic prescription products sold through unrelated third-party pharmaceutical entities under their own label pursuant to alliance agreements; and the “OTC Partner” sales channel, for generic pharmaceutical OTC products sold through unrelated third-party pharmaceutical entities under their own labels pursuant to alliance and supply agreements. Revenues from the “Impax Generics” sales channel and the “Private Label” sales channel are reported under the caption “Impax Generics sales, net” in “Note 24. Supplementary Financial Information.” The Company also generates revenue in Impax Generics from research and development services provided under a joint development agreement with another unrelated third-party pharmaceutical company, and reports such revenue under the caption “Other Revenues” in “Note 24. Supplementary Financial Information.” The Company provides these services through the research and development group in Impax Generics. Revenues from the “OTC Partner” sales channel are also reported under the caption “Other Revenues” in “Note 24. Supplementary Financial Information.” Impax Specialty Pharma is engaged in the development, sale and distribution of proprietary brand pharmaceutical products that the Company believes represent improvements to already-approved pharmaceutical products addressing CNS disorders and other select specialty segments. Impax Specialty Pharma currently has one internally developed branded pharmaceutical product, Rytary® (IPX066), an extended release oral capsule formulation of carbidopa-levodopa for the treatment of Parkinson’s disease, post-encephalitic parkinsonism, and parkinsonism that may follow carbon monoxide intoxication and/or manganese intoxication, which was approved by the FDA on January 7, 2015 and which the Company began marketing in the United States (“U.S.”) in April 2015. The Company received marketing authorization from the European Commission for NUMIENT™ (the brand name of IPX066 outside of the United States) during the fourth quarter of fiscal year 2015. Impax Specialty Pharma is also engaged in the sale and distribution of four other branded products; the more significant include Zomig® (zolmitriptan) products, indicated for the treatment of migraine headaches, under the terms of a Distribution, License, Development and Supply Agreement (“AZ Agreement”) with AstraZeneca UK Limited (“AstraZeneca”) in the United States and in certain U.S. territories, and Albenza®, indicated for the treatment of tapeworm infections. Revenues from Impax-labeled branded products are reported under the caption “Impax Specialty Pharma sales, net” in “Note 24. Supplementary Financial Information.” Finally, the Company generates revenue in Impax Specialty Pharma from research and development services provided under a development and license agreement with another unrelated third-party pharmaceutical company, and reports such revenue under the caption “Other Revenues” in “Note 24. Supplementary Financial Information.” Impax Specialty Pharma also has a number of product candidates that are in varying stages of development. The Company owns and/or leases facilities in California, Pennsylvania, New Jersey and Taiwan, Republic of China (“R.O.C.”). In California, the Company utilizes a combination of owned and leased facilities mainly located in Hayward. The Company’s primary properties in California consist of a leased office building used as the Company’s corporate headquarters, in addition to five properties it owns, including a research and development center facility and a manufacturing facility. Additionally, the Company leases two facilities in Hayward, utilized for additional research and development, equipment storage and quality assurance support. In Pennsylvania, the Company leases facilities in New Britain and Montgomeryville used for sales and marketing, finance, and administrative personnel. In addition, the Company owns a packaging plant in Philadelphia, PA that was closed in conjunction with the restructuring of packaging and distribution operations announced in June 2015 and, discussed below. In New Jersey, the Company leases manufacturing, packaging, research and development and warehousing facilities in Middlesex, New Jersey and office space in Bridgewater, New Jersey. Outside the United States, in Taiwan, R.O.C., the Company owns a manufacturing facility. CEO Transition On June 25, 2013, the Company announced that Dr. Larry Hsu planned to retire as President and Chief Executive Officer of Impax and on April 21, 2014, Dr. Hsu retired from those positions at Impax. Dr. Hsu subsequently resigned as a member of the Company’s Board of Directors, effective July 2, 2015. In connection with his retirement as the Company’s President and Chief Executive Officer, Dr. Hsu entered into a Separation Agreement with the Company dated June 24, 2013 (the “Separation Agreement”). Pursuant to the Separation Agreement, the Company provided Dr. Hsu with certain termination benefits and payments. The Company recorded $5.0 million in costs associated with Dr. Hsu’s retirement in the three month period ended June 30, 2013, comprised of $2.7 million of separation pay and benefits and $2.3 million of accelerated expense related to Dr. Hsu’s outstanding stock options and restricted stock. Refer to “Note 17. Share-based Compensation” for more information on the acceleration of Dr. Hsu’s equity awards. Management Changes During the three month period ended March 31, 2014, the Company announced a management change. The Company’s then Senior Vice President, Global Operations announced plans to retire and a Senior Vice President, Technical Operations was appointed. The Company’s then Senior Vice President, Global Operations subsequently retired from the Company in July 2014. In conjunction with the transition, the Company recorded $0.9 million in separation charges and accelerated share-based compensation expense in the six month period ended June 30, 2014. On October 22, 2014, the Company announced that Carole S. Ben-Maimon, M.D., President of the Company’s Generics Division, informed the Company of her decision to retire from her position effective November 3, 2014. In connection with her retirement, Dr. Ben-Maimon entered into a Separation Agreement with the Company dated October 22, 2014 which provided Dr. Ben-Maimon with $1.9 million of certain termination benefits and payments that were recorded during the fourth quarter of 2014. Workforce Reductions On June 4, 2013, the Company committed to a reduction in the Company’s workforce, eliminating approximately 110 positions, with the majority of these positions at the Company’s Hayward, California manufacturing facility. The reduction in workforce is part of the Company’s efforts to streamline its operations in response to the need to reduce expenses and adapt to changing market conditions. The Company recorded an accrual for severance and related termination costs of $3.0 million in the three month period ended June 30, 2013 as a result of this workforce reduction. As of December 31, 2013, all accrued severance and related termination costs had been paid. On October 30, 2014, the Company committed to a reduction in the Company’s workforce, eliminating approximately 41 positions, including 35 positions in the Company’s research and development (“R&D”) organization. The reduction in workforce is part of the Company’s reorganization of its R&D organizations by consolidating the product development and analytical functions of the generic and brand R&D organizations. The workforce reduction resulted in charges of $2.1 million for severance and related termination costs, which were recorded during the quarter ended December 31, 2014. As of December 31, 2015, all accrued severance and related termination costs had been paid. Restructuring of Packaging and Distribution Operations On June 30, 2015, the Company committed to a restructuring of its packaging and distribution operations. As a result of this restructuring, the Company closed its Philadelphia packaging site and all Company-wide distribution operations were outsourced to United Parcel Services (UPS). In conjunction with the restructuring, approximately 93 positions have been eliminated. The Company recorded an accrual for severance and related termination costs of $2.6 million in the three month period ended June 30, 2015. As of December 31, 2015, $0.9 million has been paid and the Company currently expects the remainder of this balance to be paid by December 31, 2016. Restructuring of Technical Operations and R&D In November 2015, management assessed the headcount in the technical operations and research and development groups, primarily as a result of the resolution of the warning letter at the Hayward facility. The Company eliminated 27 positions and recorded an accrual for severance and related termination costs of $2.5 million during the quarter ended December 31, 2015. As of December 31, 2015, $0.9 million has been paid and the Company currently expects the remainder of this balance to be paid by early 2017. |
Note 2 - Business Acquisition
Note 2 - Business Acquisition | 12 Months Ended |
Dec. 31, 2015 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | 2. BUSINESS ACQUISITION On March 9, 2015, the Company completed the Tower acquisition, which included the acquisition of all of the outstanding shares of common stock of Tower and Lineage, pursuant to the Stock Purchase Agreement dated as of October 8, 2014, by and among the Company, Tower, Lineage, Roundtable Healthcare Partners II, L.P., Roundtable Healthcare Investors II, L.P., and the other parties thereto, including holders of certain options and warrants to acquire the common stock of Tower or Lineage. In connection with the Tower acquisition, the options and warrants of Tower and Lineage that were outstanding at the time of the acquisition were cancelled. The total consideration paid for Tower and Lineage was approximately $691.3 million, net of approximately $41.5 million of cash acquired and including the repayment of indebtedness of Tower and Lineage. The Company incurred acquisition-related costs of $10.9 million, of which $6.7 million are included in selling, general and administrative expenses in the Company’s consolidated statement of income for the year ended December 31, 2015. The Tower acquisition allows the Company to expand its commercialized generic and branded product portfolios. The Company also leverages its sales and marketing organization to promote the marketed products acquired. Consideration The Company has accounted for the Tower acquisition as a business combination under the acquisition method of accounting. The Company has preliminarily allocated the purchase price for the transaction based upon the estimated fair value of net assets acquired and liabilities assumed at the date of acquisition. Accordingly, the preliminary purchase price allocation described below is subject to change, as the Company expects to finalize the allocation of the purchase price upon the resolution of certain tax accounts that are based on the best estimates of management. The completion and filing of federal and state tax returns for the various purchased entities of Tower may result in adjustments to the carrying value of assets and liabilities. Any adjustments to the preliminary fair values will be made as soon as practicable but no later than one year from the March 9, 2015 acquisition date. Recognition and Measurement of Assets Acquired and Liabilities Assumed at Fair Value The following tables summarize the preliminary fair values of the tangible and identifiable intangible assets acquired and liabilities assumed at the acquisition date, net of cash acquired of approximately $41.5 million (in thousands): Accounts receivable (1) $ 56,851 Inventory 31,259 Income tax receivable and other prepaid expenses 11,690 Deferred income taxes 24,508 Property, plant and equipment 27,540 Intangible assets 632,600 Assets held for sale 4,000 Goodwill 182,592 Other non-current assets 3,844 Total assets assumed 974,884 Current liabilities 64,938 Other non-current liabilities 7,799 Deferred tax liability 210,799 Total liabilities assumed 283,536 Cash paid, net of cash acquired $ 691,348 (1) The accounts receivable acquired in the transaction had a fair value of approximately $57.0 million, including an allowance for doubtful accounts of approximately $9.0 million, which represents the Company’s best estimate on March 9, 2015 (the closing date of the transaction) of the contractual cash flows not expected to be collected by the acquired companies. Intangible Assets The following table identifies the Company’s preliminary allocations of purchase price to the intangible assets acquired by category: Estimated Fair Value (in thousands) Weighted- Average Estimated Useful Life (in years) Currently marketed product rights $ 381,100 13 Royalties 80,800 12 In-process research and development 170,700 n/a Total intangible assets $ 632,600 12 The estimated fair value of the in-process research and development and identifiable intangible assets was determined using the “income approach,” which is a valuation technique that provides an estimate of the fair value of an asset based on market participant expectations of the cash flows an asset would generate over its remaining useful life. Some of the more significant assumptions inherent in the development of those asset valuations include the estimated net cash flows for each year for each asset or product (including net revenues, cost of sales, research and development costs, selling and marketing costs and working capital/asset contributory asset charges), the appropriate discount rate to select in order to measure the risk inherent in each future cash flow stream, the assessment of each asset’s life cycle, the potential regulatory and commercial success risks, competitive trends impacting the asset and each cash flow stream as well as other factors. The discount rates used to arrive at the present value at the acquisition date of currently marketed products was 15%. For in-process research and development, the discount rate used was 16% to reflect the internal rate of return and incremental commercial uncertainty in the cash flow projections. No assurances can be given that the underlying assumptions used to prepare the discounted cash flow analysis will not change. For these and other reasons, actual results may vary significantly from estimated results. Goodwill The Company recorded approximately $182.6 million of goodwill in connection with the Tower acquisition, some of which will not be tax-deductible. Approximately $60.2 million of this goodwill was assigned to the Impax Specialty Pharma segment and approximately $122.4 million was assigned to the Impax Generics segment. Factors that contributed to the Company’s preliminary recognition of goodwill include the Company’s intent to expand its generic and branded pharmaceutical product portfolios and to acquire certain benefits from the Tower and Lineage product pipelines in addition to the anticipated synergies that the Company expects to generate from the acquisition. Unaudited Pro Forma Results of Operations The unaudited pro forma combined results of operations for the years ended December 31, 2015 and 2014 (assuming the closing of the acquisition of Tower and Lineage occurred on January 1, 2014) are as follows: Year Ended December 31, 2015 2014 Total revenues $ 892,906 $ 819,838 Net income $ 54,285 $ 30,838 The pro forma results have been prepared for comparative purposes only and are not necessarily indicative of the actual results of operations had the closing of the Transaction taken place on January 1, 2014. Furthermore, the pro forma results do not purport to project the future results of operations of the Company. The unaudited pro forma information reflects primarily the following adjustments: • Adjustments to amortization expense related to identifiable intangible assets acquired. Net income for the year ended December 31, 2015 reflects the lack of amortization expense for an acquired intangible asset with a short remaining estimated useful life, which causes the asset to be fully amortized by the end of 2014 under the pro forma assumption that the acquisition took place January 1, 2014; • Adjustments to depreciation expense related to property, plant and equipment acquired; • Adjustments to interest expense to reflect the long-term debt held by Tower and Lineage paid out and eliminated at the closing and the Barclays Senior Secured Credit Facilities (described in detail in “Note 14. Debt” below); • Adjustments to cost of revenues related to the fair value adjustments in inventory sold including elimination of approximately $6 million for the year ended December 31, 2015 and additional costs of approximately $6 million for the year ended December 31, 2014; • Adjustments to selling, general and administrative expense related to severance and retention costs of approximately $3 million incurred as part of the Transaction. These costs were eliminated in the pro forma results for the year ended December 31, 2015 and included in the pro forma results for the year ended December 31, 2014; • Adjustments to selling, general and administrative expense related to transaction costs directly attributable to the Tower acquisition include the elimination of $12 million of charges in the year ended December 31, 2015 which have been included in the year ended December 31, 2014; and • Adjustments to reflect the elimination of approximately $2.3 million in commitment fees related to the $435 million term loan with Barclays that were incurred during the year ended December 31, 2015 and were included in the pro forma results for the year ended December 31, 2014. All of the above adjustments were adjusted for the applicable tax impact. |
Note 3 - Basis of Presentation
Note 3 - Basis of Presentation | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure Text Block [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 3. BASIS OF PRESENTATION Principles of Consolidation The consolidated financial statements of the Company include the accounts of the operating parent company, Impax Laboratories, Inc., its wholly owned subsidiaries, including Impax Laboratories (Taiwan), Inc., Impax Laboratories USA, LLC, ThoRx Laboratories, Inc., Impax International Holding, Inc., Impax Holdings, LLC, Impax Laboratories (Netherlands) B.V., Impax Laboratories (Netherlands) C.V., Lineage and Tower, including operating subsidiaries CorePharma, Amedra Pharmaceuticals, Mountain, LLC and Trail Services, Inc., in addition to an equity investment in Prohealth Biotech, Inc. (“Prohealth”), in which the Company held a 57.54% majority ownership interest at December 31, 2015. All significant intercompany accounts and transactions have been eliminated. Foreign Currency Translation The Company translates the assets and liabilities of the Taiwan dollar functional currency of its majority-owned affiliate Prohealth and its wholly-owned subsidiary Impax Laboratories (Taiwan), Inc. into the U.S. dollar reporting currency using exchange rates in effect at the end of each reporting period. The revenues and expenses of these entities are translated using an average of the rates in effect during the reporting period. Gains and losses from these translations are recorded as currency translation adjustments included in the consolidated statements of comprehensive income and the consolidated statements of changes in stockholders’ equity. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) and the rules and regulations of the U.S. Securities & Exchange Commission (“SEC”) requires the use of estimates and assumptions, based on complex judgments considered reasonable, and affect the reported amounts of assets and liabilities and disclosure of contingent assets and contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant judgments are employed in estimates used in determining values of tangible and intangible assets, derivatives, legal contingencies, tax assets and tax liabilities, fair value of share-based compensation related to equity incentive awards issued to employees and directors, and estimates used in applying the Company’s revenue recognition policy, including those related to accrued chargebacks, rebates, product returns, Medicare, Medicaid, and other government rebate programs, shelf-stock adjustments, and the timing and amount of deferred and recognized revenue and deferred and amortized product manufacturing costs related to alliance and collaboration agreements. Actual results may differ from estimated results. Reclassifications Certain prior year amounts have been reclassified to conform to the presentation for the year ended December 31, 2015. |
Note 4 - Summary of Significant
Note 4 - Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Cash and Cash Equivalents The Company considers all short-term investments with maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents are stated at cost, which, for cash equivalents, approximates fair value due to their short-term maturity. The Company is potentially subject to financial instrument concentration of credit risk through its cash and cash equivalents. The Company maintains cash and cash equivalents with several major financial institutions. Such amounts frequently exceed Federal Deposit Insurance Corporation (“FDIC”) limits. Short-Term Investments Short-term investments represented investments in fixed rate financial instruments with maturities of greater than three months but less than 12 months at the time of purchase. The Company’s short-term investments were held in U.S. Treasury securities, corporate bonds, and high grade commercial paper, which are not insured by the FDIC. They were stated at amortized cost, which approximated fair value due to their short-term maturity, generally based upon observable market values of similar securities. Allowance for Doubtful Accounts The Company maintains allowances for doubtful accounts for estimated losses resulting from amounts deemed to be uncollectible from its customers; these allowances are for specific amounts on certain accounts based on facts and circumstances determined on a case-by-case basis. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk are cash, cash equivalents, and accounts receivable. The Company limits its credit risk associated with cash and cash equivalents by placing its investments with high quality money market funds, corporate debt, and short-term commercial paper and in securities backed by the U.S. Government. The Company limits its credit risk with respect to accounts receivable by performing credit evaluations when deemed necessary. The Company does not require collateral to secure amounts owed to it by its customers. The following tables present the percentage of total accounts receivable and gross revenues represented by the Company’s five largest customers as of and for the years ended December 31, 2015, 2014 and 2013: Percent of Total Accounts Receivable 2015 2014 2013 Customer #1 52.4 % 36.9 % 28.8 % Customer #2 24.8 % 28.2 % 35.1 % Customer #3 14.4 % 19.6 % 18.5 % Customer #4 1.0 % 1.8 % 2.9 % Customer #5 0.7 % 0.6 % 0.9 % Customer #6 0.6 % 1.7 % 1.4 % Customer #7 0.5 % 1.7 % 2.0 % Total five largest customers 94.4 % 90.5 % 89.6 % Percent of Gross Revenues 2015 2014 2013 Customer #1 45.6 % 36.0 % 30.6 % Customer #2 21.7 % 20.7 % 25.1 % Customer #3 18.8 % 19.3 % 20.3 % Customer #4 1.4 % 2.5 % 2.5 % Customer #5 1.1 % 1.8 % 1.8 % Customer #6 0.4 % 1.9 % 0.3 % Customer #7 -- % 1.5 % 2.4 % Total five largest customers 89.0 % 83.7 % 83.0 % During the years ended December 31, 2015, 2014 and 2013, the Company’s top ten products accounted for 75%, 62% and 68%, respectively, of total Impax product sales, net. Refer to “Note 24. Supplemental Financial Information” for more information. In July 2015, the Company received an unsolicited offer from Turing Pharmaceuticals AG (“Turing”) to purchase the U.S. rights to Daraprim®, one of the marketed products acquired in the Tower acquisition, as well as the active pharmaceutical ingredient for the product and the finished goods inventory on hand. Pursuant to the terms of the Asset Purchase Agreement between the Company and Turing dated August 7, 2015 (the “Turing APA”), the Company also granted a limited license to sell the existing Daraprim® product under the Company’s labeler code with the Company’s trade dress. The sale closed on August 7, 2015. In accordance with the terms of the Turing APA, the Company received and is initially responsible for processing and paying (subject to reimbursement by Turing), all chargebacks and rebates resulting from utilization by Medicaid, Medicare and other federal, state and local governmental programs, health plans and other health care providers for product sold under the Company’s labeler code. Under the terms of the Turing APA, Turing is responsible for liabilities related to chargebacks and rebates that arise as a result of Turing’s marketing or selling related activities. During the fourth quarter of 2015, the Company began receiving invoices for chargebacks from wholesalers and rebates from various state Medicaid agencies for Daraprim® purchases made by governmental agencies during the third quarter of 2015. As a result, the Company recorded a $40.6 million receivable representing an estimate for the third and fourth quarter 2015 reimbursement amounts owed by Turing to the Company. In addition, the Company recorded an accrued liability for the corresponding offsetting amount owed to wholesalers, Medicaid and other governmental agencies. The Company and Turing are currently in the process of finalizing the reimbursement amount owed by Turing to the Company for such chargebacks and rebates. If Turing for any reason does not, or is unable to, make such reimbursement payments to the Company, it could result in a material charge to the Company. Inventory Inventory is stated at the lower of cost or market. Cost is determined using a standard cost method, and the cost flow assumption is first in, first out (“FIFO”) flow of goods. Standard costs are revised annually, and significant variances between actual costs and standard costs are apportioned to inventory and cost of goods sold based upon inventory turnover. Costs include materials, labor, quality control, and production overhead. Inventory is adjusted for short-dated, unmarketable inventory equal to the difference between the cost of inventory and the estimated value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by the Company, additional inventory write-downs may be required. Consistent with industry practice, the Company may build pre-launch inventories of certain products which are pending required approval from the FDA and/or resolution of patent infringement litigation, when, in the Company’s assessment, such action is appropriate to prepare for the anticipated commercial launch and FDA approval is expected in the near term and/or the related litigation will be resolved in the Company’s favor. The Company accounts for all costs of idle facilities, excess freight and handling costs, and wasted materials (spoilage) as a current period charge in accordance with GAAP. Property, Plant and Equipment Property, plant and equipment are recorded at cost. Maintenance and repairs are charged to expense as incurred and costs of improvements and renewals are capitalized. Costs incurred in connection with the construction or major renovation of facilities, including interest directly related to such projects, are capitalized as construction in progress. Depreciation is recognized using the straight-line method based on the estimated useful lives of the related assets, which are generally 40 years for buildings, 10 to 15 years for building improvements, eight to 10 years for equipment, and four to 10 years for office furniture and equipment. Land and construction-in-progress are not depreciated. Intangible Assets The Company’s intangible assets include both indefinite lived and finite lived assets. Indefinite lived intangible assets are not amortized. In-process research and development assets acquired in a business combination are considered indefinite lived until the completion or abandonment of the associated research and development efforts. Finite lived intangible assets are amortized over the estimated useful life based on the pattern in which the economic benefits of the intangible asset are consumed or otherwise used up. If that pattern cannot be reliably determined, the straight-line amortization method is used. All of the Company’s intangible assets are tested for impairment at least annually during the fourth quarter of the fiscal year, or more often if indicators of impairment are present. Impairment testing requires management to estimate the future undiscounted cash flows of the finite lived intangible assets using assumptions believed to be reasonable, but which are unpredictable and inherently uncertain. Actual future cash flows may differ from the estimates used in the impairment testing. The Company recognizes an impairment loss when and to the extent that the estimated fair value of an intangible asset is less than its carrying value. Goodwill In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification™ (“ASC”) Topic 350, "Goodwill and Other Intangibles", rather than recording periodic amortization, goodwill is subject to an annual assessment for impairment by applying a fair value based test. Under FASB ASC Topic 350, if the fair value of the reporting unit exceeds the reporting unit’s carrying value, including goodwill, then goodwill is considered not impaired, making further analysis not required. The Company considers the Impax Generics division and the Impax Specialty Pharma division operating segments to each be a reporting unit. The Company attributes $60.2 million of goodwill to the Impax Specialty Pharma division and $150.0 million of goodwill to the Impax Generics division. The Company concluded the carrying value of goodwill was not impaired as of December 31, 2015 and 2014 as the fair value of the Impax Specialty Pharma division and the Impax Generics division exceeded their carrying value at each date. The Company performs its annual goodwill impairment test in the fourth quarter of each year. The Company estimated the fair value of the Impax Specialty Pharma division and the Impax Generics division using a discounted cash flow model for both the reporting unit and the enterprise. In addition, on a quarterly basis, the Company performs a review of its business operations to determine whether events or changes in circumstances have occurred which could have a material adverse effect on the estimated fair value of each reporting unit, and thus indicate a potential impairment of the goodwill carrying value. If such events or changes in circumstances were deemed to have occurred, the Company would perform an interim impairment analysis, which may include the preparation of a discounted cash flow model, or consultation with one or more valuation specialists, to determine the impact, if any, on the Company’s assessment of the reporting unit’s fair value. The Company has not to date deemed there to have been any significant adverse changes in the legal, regulatory, or general economic environment in which the Company conducts its business operations. Derivatives The Company generally does not use derivative instruments or engage in hedging activities in its ordinary course of business. Prior to June 30, 2015, the Company had no derivative assets or liabilities and did not engage in any hedging activities. As a result of the Company’s June 30, 2015 issuance of the convertible senior notes described in “Note 14. Debt”, the conversion option of the notes temporarily met the criteria for an embedded derivative liability which required bifurcation and separate accounting. Concurrently with the issuance of the notes, the Company entered into a series of convertible note hedge and warrant transactions which in combination are designed to reduce the potential dilution to the Company’s stockholders and/or offset the cash payments the Company is required to make in excess of the principal amount upon conversion of the notes. See “Note 8. Derivatives” and “Note 15. Stockholders’ Equity” for additional information regarding the note hedge transactions and warrant transactions. While the warrants sold were classified as equity and recorded in additional paid-in capital, the call options purchased were temporarily classified as a bond hedge derivative asset on the Company’s consolidated balance sheet. The Company engaged a third-party valuation firm with expertise in valuing financial instruments to determine the fair value of the bond hedge derivative asset and conversion option derivative liability at each reporting period. The Company’s interim consolidated balance sheets reflected the fair value of the derivative asset and liability as of the reporting date, and changes in the fair value were reflected in current period earnings, as appropriate. As result of the amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of the Company's common stock discussed in “Note 15. Stockholders’ Equity,” both the derivative asset and liability were reclassified to additional paid-in capital. The Company had no derivative assets or liabilities and did not engage in any hedging activities as of December 31, 2015. Contingencies In the normal course of business, the Company is subject to loss contingencies, such as legal proceedings and claims arising out of its business, covering a wide range of matters, including, among others, patent litigation, stockholder lawsuits, and product and clinical trial liability. In accordance with FASB ASC Topic 450, "Contingencies", the Company records accruals for such loss contingencies when it is probable a liability will have been incurred and the amount of loss can be reasonably estimated. The Company, in accordance with FASB ASC Topic 450, does not recognize gain contingencies until realized. The Company records an accrual for legal costs in the period incurred. A discussion of contingencies is included in “Note 21. Commitments and Contingencies,” and “Note 22. Legal and Regulatory Matters” footnotes below. Deferred Financing Costs The Company capitalizes direct costs incurred to obtain debt financing and amortizes these costs to interest expense using the effective interest method over the term of the debt. These costs are recorded as a debt discount and the unamortized costs are netted against the related debt on the Company’s consolidated balance sheet. For line-of-credit arrangements with no outstanding borrowing, the costs incurred to obtain the credit facility are amortized to interest expense using the straight-line method over the term of the line-of-credit arrangement. The unamortized balance is included in other assets on the Company’s consolidated balance sheet.. Revenue Recognition The Company recognizes revenue when the earnings process is complete, which under SEC Staff Accounting Bulletin No. 104, Topic No. 13, “Revenue Recognition” (“SAB 104”), is when revenue is realized or realizable and earned, there is persuasive evidence a revenue arrangement exists, delivery of goods or services has occurred, the sales price is fixed or determinable, and collectability is reasonably assured. The Company accounts for material revenue arrangements which contain multiple deliverables in accordance with FASB ASC Topic 605-25, revenue recognition for arrangements with multiple elements, which addresses the determination of whether an arrangement involving multiple deliverables contains more than one unit of accounting. A delivered item within an arrangement is considered a separate unit of accounting only if both of the following criteria are met: ● the delivered item has value to the customer on a stand-alone basis; and ● if the arrangement includes a general right of return relative to the delivered item, delivery or performance of the undelivered item is considered probable and substantially in the control of the vendor. Under FASB ASC Topic 605-25, if both of the criteria above are not met, then separate accounting for the individual deliverables is not appropriate. Revenue recognition for arrangements with multiple deliverables constituting a single unit of accounting is recognized generally over the greater of the term of the arrangement or the expected period of performance, either on a straight-line basis or on a modified proportional performance method. The Company accounts for milestones related to research and development activities in accordance with FASB ASC Topic 605-28, milestone method of revenue recognition. FASB ASC Topic 605-28 allows for the recognition of consideration, which is contingent on the achievement of a substantive milestone, in its entirety in the period the milestone is achieved. A milestone is considered to be substantive if all of the following criteria are met: the milestone is commensurate with either: (1) the performance required to achieve the milestone, or (2) the enhancement of the value of the delivered items resulting from the performance required to achieve the milestone; the milestone relates solely to past performance; and, the milestone payment is reasonable relative to all of the deliverables and payment terms within the agreement. Impax Generics revenues, net, and Impax Specialty Pharma revenues, net The Impax Generics revenues, net and Impax Specialty Pharma revenues, net include revenue recognized related to shipments of generic and branded pharmaceutical products to the Company’s customers, primarily drug wholesalers and retail chains. Gross sales revenue is recognized at the time title and risk of loss passes to the customer, which is generally when product is received by the customer. Impax Generics and Impax Specialty Pharma revenue, net may include deductions from the gross sales price related to estimates for chargebacks, rebates, distribution service fees, returns, shelf-stock, and other pricing adjustments. The Company records an estimate for these deductions in the same period when revenue is recognized. A summary of each of these deductions is as follows: Chargebacks The Company has agreements establishing contract prices for certain products with certain indirect customers, such as managed care organizations, hospitals and government agencies who purchase products from drug wholesalers. The contract prices are lower than the prices the customer would otherwise pay to the wholesaler, and the price difference is referred to as a chargeback, which generally takes the form of a credit memo issued by the Company to reduce the invoiced gross selling price charged to the wholesaler. An estimated accrued provision for chargeback deductions is recognized at the time of product shipment. The primary factors considered when estimating the provision for chargebacks are the average historical chargeback credits given, the mix of products shipped, and the amount of inventory on hand at the major drug wholesalers with whom the Company does business. The Company also monitors actual chargebacks granted and compares them to the estimated provision for chargebacks to assess the reasonableness of the chargeback reserve at each quarterly balance sheet date. Rebates The Company maintains various rebate programs with its customers in an effort to maintain a competitive position in the marketplace and to promote sales and customer loyalty. The rebates generally take the form of a credit memo to reduce the invoiced gross selling price charged to a customer for products shipped. An estimated accrued provision for rebate deductions is recognized at the time of product shipment. The primary factors the Company considers when estimating the provision for rebates are the average historical experience of aggregate credits issued, the mix of products shipped and the historical relationship of rebates as a percentage of total gross product sales, the contract terms and conditions of the various rebate programs in effect at the time of shipment, and the amount of inventory on hand at the major drug wholesalers with whom the Company does business. The Company also monitors actual rebates granted and compares them to the estimated provision for rebates to assess the reasonableness of the rebate reserve at each quarterly balance sheet date. Distribution Service Fees The Company pays distribution service fees to several of its wholesaler customers related to sales of its Impax Products. The wholesalers are generally obligated to provide the Company with periodic outbound sales information as well as inventory levels of the Company’s Impax Products held in their warehouses. Additionally, the wholesalers have agreed to manage the variability of their purchases and inventory levels within specified days on hand limits. An accrued provision for distribution service fees is recognized at the time products are shipped to wholesalers. Returns The Company allows its customers to return product if approved by authorized personnel in writing or by telephone with the lot number and expiration date accompanying any request and if such products are returned within six months prior to or until twelve months following, the products’ expiration date. The Company estimates and recognizes an accrued provision for product returns as a percentage of gross sales based upon historical experience. The product return reserve is estimated using a historical lag period, which is the time between when the product is sold and when it is ultimately returned, and estimated return rates which may be adjusted based on various assumptions including changes to internal policies and procedures, changes in business practices, and commercial terms with customers, competitive position of each product, amount of inventory in the wholesaler supply chain, the introduction of new products, and changes in market sales information. The Company also considers other factors, including significant market changes which may impact future expected returns, and actual product returns. The Company monitors actual returns on a quarterly basis and may record specific provisions for returns it believes are not covered by historical percentages. Shelf-Stock Adjustments Based upon competitive market conditions, the Company may reduce the selling price of certain Impax Generics division products. The Company may issue a credit against the sales amount to a customer based upon their remaining inventory of the product in question, provided the customer agrees to continue to make future purchases of product from the Company. This type of customer credit is referred to as a shelf-stock adjustment, which is the difference between the sales price and the revised lower sales price, multiplied by an estimate of the number of product units on hand at a given date. Decreases in selling prices are discretionary decisions made by the Company in response to market conditions, including estimated launch dates of competing products and declines in market price. The Company records an estimate for shelf-stock adjustments in the period it agrees to grant such a credit memo to a customer. Medicaid and Other Government Pricing Programs As required by law, the Company provides a rebate on drugs dispensed under the Medicaid program, Medicare Part D, TRICARE, and other U.S. government pricing programs. The Company determines its estimated government rebate accrual primarily based on historical experience of claims submitted by the various states and other jurisdictions and any new information regarding changes in the various programs which may impact the Company’s estimate of government rebates. In determining the appropriate accrual amount, the Company considers historical payment rates and processing lag for outstanding claims and payments. The Company records estimates for government rebates as a deduction from gross sales, with a corresponding adjustment to accrued liabilities. Cash Discounts The Company offers cash discounts to its customers, generally 2% of the gross selling price, as an incentive for paying within invoice terms, which generally range from 30 to 90 days. An estimate of cash discounts is recorded in the same period when revenue is recognized. Rx Partner and OTC Partner: The Rx Partner and OTC Partner contracts include revenue recognized under alliance and collaboration agreements between the Company and unrelated third-party pharmaceutical companies. The Company has entered into these alliance agreements to develop marketing and/or distribution relationships with its partners to fully leverage its technology platform. The Rx Partners and OTC Partners alliance agreements obligate the Company to deliver multiple goods and/or services over extended periods. Such deliverables include manufactured pharmaceutical products, exclusive and semi-exclusive marketing rights, distribution licenses, and research and development services. In exchange for these deliverables the Company receives payments from its agreement partners for product shipments and research and development services, and may also receive other payments including royalty, profit sharing, upfront, and periodic milestone payments. Revenue received from the alliance agreement partners for product shipments under these agreements is not subject to deductions for chargebacks, rebates, product returns, and other pricing adjustments. Royalty and profit sharing amounts the Company receives under these agreements are calculated by the respective agreement partner, with such royalty and profit share amounts generally based upon estimates of net product sales or gross profit which include estimates of deductions for chargebacks, rebates, product returns, and other adjustments the alliance agreement partners may negotiate with their respective customers. The Company records the agreement partner's adjustments to such estimated amounts in the period the agreement partner reports the amounts to the Company. The Company applies the updated guidance of ASC 605-25 “Multiple Element Arrangements” to the Strategic Alliance Agreement, as amended with Teva Pharmaceuticals Curacao N.V., a subsidiary of Teva Pharmaceutical Industries Limited (“Teva Agreement”). The Company looks to the underlying delivery of goods and/or services which give rise to the payment of consideration under the Teva Agreement to determine the appropriate revenue recognition. The Company initially defers consideration received as a result of research and development-related activities performed under the Teva Agreement. The Company recognizes deferred revenue on a straight-line basis over the expected period of performance for such services. Consideration received as a result of the manufacture and delivery of products under the Teva Agreement is recognized at the time title and risk of loss passes to the customer which is generally when product is received by Teva. The Company recognizes profit share revenue in the period earned. OTC Partner revenue is related to agreements with Pfizer, Inc., formerly Wyeth LLC (“Pfizer”) and L. Perrigo Company (“Perrigo”) with respect to the supply of over-the-counter pharmaceutical products. The OTC Partner sales channel is no longer a core area of the business, and the over-the-counter pharmaceutical products the Company sells through this sales channel are older products which are only sold to Pfizer and Perrigo. The Company is currently only required to manufacture the over-the-counter pharmaceutical products under its agreements with Pfizer and Perrigo. The Company recognizes profit share revenue in the period earned. Research Partner: The Research Partner contract includes revenue recognized under development agreements with unrelated third-party pharmaceutical companies. The development agreements generally obligate the Company to provide research and development services over multiple periods. In exchange for this service, the Company received upfront payments upon signing of each development agreement and is eligible to receive contingent milestone payments, based upon the achievement of contractually specified events. Additionally, the Company may also receive royalty payments from the sale, if any, of a successfully developed and commercialized product under one of these development agreements. The Company recognizes revenue received from the achievement of contingent research and development milestones in the period such payment is earned. Royalty fee income, if any, will be recognized as current period revenue when earned. Shipping and Handling Fees and Costs Shipping and handling fees related to sales transactions are recorded as selling expense. Shipping costs were $2,304,000, $2,382,000 and $1,890,000 for the years ended December 31, 2015, 2014 and 2013, respectively. Research and Development Expenses Research and development activities are expensed as incurred and consist of self-funded research and development costs and costs associated with work performed by other participants under collaborative research and development agreements. Share-Based Compensation The Company accounts for stock-based employee compensation arrangements in accordance with provisions of FASB ASC Topic 718 “Stock Compensation”. Under FASB ASC Topic 718, the Company recognizes the grant date fair value of stock-based employee compensation as expense on a straight-line basis over the vesting period of the grant. The Company uses the Black Scholes option pricing model to determine the grant date fair value of employee stock options; the fair value of restricted stock awards is equal to the closing price of the Company’s stock on the date such award was granted. Income Taxes The Company provides for income taxes using the asset and liability method as required by FASB ASC Topic 740, “Income Taxes”. This approach recognizes the amount of federal, state, local taxes, and foreign taxes payable or refundable for the current year, as well as deferred tax assets and liabilities for the future tax consequences of events recognized in the consolidated financial statements and income tax returns. Deferred income tax assets and liabilities are adjusted to recognize the effects of changes in tax laws or enacted tax rates in the period during which they are signed into law. Under FASB ASC Topic 740, a valuation allowance is required when it is more likely than not all or some portion of the deferred tax assets will not be realized through generating sufficient future taxable income. FASB ASC Topic 740, Sub-topic 10 “Tax Positions”, defines the criterion an individual tax position must meet for any part of the benefit of the tax position to be recognized in financial statements prepared in conformity with generally accepted accounting principles. Under FASB ASC Topic 740, Sub-topic 10, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based solely on the technical merits of the tax position. The tax benefits recognized in the financial statements from such a tax position should be measured based on the largest benefit having a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority. Additionally, FASB ASC Topic 740, Sub-topic 10 provides guidance on measurement, de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. In accordance with the disclosure requirements of FASB ASC Topic 740, Sub-topic 10, the Company’s policy on income statement classification of interest and penalties related to income tax obligations is to include such items as part of total interest expense and other expense, respectively. Other Comprehensive Income The Company follows the provisions of FASB ASC Topic 220, ”Comprehensive Income”, which establishes standards for the reporting and display of comprehensive income and its components. Comprehensive income is defined to include all changes in equity during a period except those resulting from investments by owners and distributions to owners. The Company recorded foreign currency translation gains and losses, which are reported as comprehensive income. Foreign currency translation losses for the years ended December 31, 2015, 2014 and 2013 were $4,454,000, $7,149,000 and $4,104,000 respectively. |
Note 5 - Recent Accounting Pron
Note 5 - Recent Accounting Pronouncements | 12 Months Ended |
Dec. 31, 2015 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
New Accounting Pronouncements and Changes in Accounting Principles [Text Block] | 5. RECENT ACCOUNTING PRONOUNCEMENTS In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers” (Topic 606) regarding the accounting for and disclosures of revenue recognition, with an effective date for annual and interim periods beginning after December 15, 2016. This update provides a single comprehensive model for accounting for revenue from contracts with customers. The model requires that revenue recognized reflect the actual consideration to which the entity expects to be entitled in exchange for the goods or services defined in the contract, including in situations with multiple performance obligations. In July 2015, the FASB issued ASU 2015-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date”, which deferred the effective date, of the previously issued revenue recognition guidance by one year. The guidance will be effective for annual and interim periods beginning after December 15, 2017. The Company is currently evaluating the effect that this guidance may have on its consolidated financial statements. In April 2015, the FASB issued ASU 2015-03, “Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs”, which provided guidance on the presentation requirements for debt issuance costs and debt discount and premium. The update requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the updated guidance. The updated guidance is effective for annual and interim periods beginning after December 15, 2015 and early adoption is permitted for financial statements that have not been previously issued. The Company adopted this guidance during 2015, and it had no effect on the Company’s results of operations. In July 2015, the FASB issued ASU 2015-11, Inventory (Topic 330): “Simplifying the Measurement of Inventory”, with guidance regarding the accounting for and measurement of inventory. The update requires that inventory measured using first-in, first-out (FIFO) shall be measured at the lower of cost and net realizable value. When there is evidence that the net realizable value of inventory is lower than its cost, the difference shall be recognized as a loss in earnings in the period in which it occurs. The guidance will be effective for annual and interim periods beginning after December 15, 2016. The Company is currently evaluating the effect that this guidance may have on its consolidated financial statements. In August 2015, the FASB issued ASU 2015-15, “Interest—Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements”, with guidance on the presentation and measurement of debt issuance costs associated with line-of-credit arrangements. ASU 2015-03 previously issued in April 2015 did not address the presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements. ASU 2015-15 states that the SEC would not object to the deferral and presentation of debt issuance costs as an asset and subsequent amortization of debt issuance costs over the term of the line-of-credit arrangement, whether or not there are any outstanding borrowings on the line-of-credit arrangement. The Company adopted this guidance during 2015, and it had no effect on the Company’s results of operations. In September 2015, the FASB issued ASU 2015-16, Business Combinations (Topic 805): “Simplifying the Accounting for Measurement-Period Adjustments”, with guidance regarding the accounting for and disclosure of measurement-period adjustments that occur in periods after a business combination is consummated. This update requires that the acquirer recognize measurement-period adjustments in the reporting period in which they are determined and, as such, eliminates the previous requirement to retrospectively account for these adjustments. This update also requires an entity to present separately on the face of the income statement, or disclose in the notes, the amount recorded in the current-period income statement that would have been recorded in previous reporting periods if the adjustments had been recognized as of the acquisition date. The effective date for annual and interim periods begins after December 15, 2015. The Company is currently evaluating the effect that this guidance may have on its consolidated financial statements. In November 2015, the FASB issued ASU 2015-17, “Balance Sheet Classification of Deferred Taxes”, which requires that deferred tax assets and liabilities be classified as noncurrent in a classified statement of financial position, depending on the tax jurisdiction that they relate to. This update is effective for financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years, and may be applied either prospectively to all deferred tax assets and liabilities or retrospectively to all periods presented. The Company elected to early-adopt this update on a retrospective basis, which resulted in $54.8 million of current deferred tax assets being reclassified to long-term as of December 31, 2014. The adoption of this update had no effect on the Company’s results of operations. |
Note 6 - Fair Value Measurement
Note 6 - Fair Value Measurement and Financial Instruments | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | 6. FAIR VALUE MEASUREMENT AND FINANCIAL INSTRUMENTS The carrying values of cash equivalents, accounts receivable, prepaid expenses and other current assets, and accounts payable in the Company’s consolidated balance sheets approximated their fair values as of December 31, 2015 and 2014 due to their short-term nature. Certain of the Company’s financial instruments are measured at fair value using a three-level hierarchy that prioritizes the inputs used to measure fair value. This hierarchy maximizes the use of observable inputs and minimizes the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows: ● Level 1 ● Level 2 identical or similar instruments in markets that are not active; or model-derived valuations whose inputs are observable or whose significant value drivers are observable. ● Level 3 based on the best information available, including the Company's own data. The carrying amounts and fair values of the Company’s financial instruments at December 31, 2015 and 2014 are indicated below (in thousands): As of December 31, 2015 Fair Value Measurement Based on Carrying Amount Fair Value Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets Deferred compensation plan asset (1) $ 30,726 $ 30,726 $ - $ 30,726 $ - Liabilities 2% convertible senior notes due June 2022 (2) $ 600,000 $ 602,250 $ 602,250 $ - $ - Deferred compensation plan liability (1) $ 25,581 $ 25,581 $ - $ 25,581 $ - As of December 31, 2014 Fair Value Measurement Based on Carrying Amount Fair Value Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets Short-term investments $ 199,983 $ 199,899 $ 199,899 $ - $ - Deferred compensation plan asset (1) $ 29,241 $ 29,241 $ - $ 29,241 $ - Liabilities Deferred compensation plan liability (1) $ 25,837 $ 25,837 $ - $ 25,837 $ - (1) The deferred compensation plan liability is a non-current liability recorded at the value of the amount owed to the plan participants, with changes in value recognized as a compensation expense in the Company’s consolidated statements of income. The calculation of the deferred compensation obligation is derived from observable market data by reference to hypothetical investments selected by the participants and is included in the line items captioned “Other non-current liabilities” on the Company’s consolidated balance sheets. The Company invests in corporate-owned life insurance (“COLI”) policies, of which the cash surrender value is included in the line item captioned “Other non-current assets” on the Company’s consolidated balance sheets. (2) The difference between the amount shown as the carrying value in the above table and the amount shown on the Company’s consolidated balance sheet at December 31, 2015 represents the unamortized discounts related to deferred debt issuance costs and the bifurcation of the conversion feature of the Notes. |
Note 7 - Short-term Investments
Note 7 - Short-term Investments | 12 Months Ended |
Dec. 31, 2015 | |
Investments Schedule [Abstract] | |
Investment [Text Block] | 7. SHORT-TERM INVESTMENTS Investments consist of commercial paper and corporate bonds. The Company’s policy was to invest in only high quality “AAA-rated” or investment-grade securities. Investments in debt securities were accounted for as “held-to-maturity” and were recorded at amortized cost, which approximates fair value, generally based upon observable market values of similar securities. The Company has historically held all investments in debt securities until maturity, and has the ability and intent to continue to do so. All of the Company’s investments had remaining contractual maturities of less than 12 months and were classified as short-term. Upon maturity, the Company used a specific identification method. The Company had no short-term investments as of December 31, 2015. A summary of short-term investments as of December 31, 2014 is as follows (in thousands): Gross Gross Amortized Unrecognized Unrecognized Fair December 31, 2014 Cost Gains Losses Value Commercial paper $ 68,972 $ 17 $ -- $ 68,989 Corporate bonds 131,011 -- (101 ) 130,910 Total short-term investments $ 199,983 $ 17 $ (101 ) $ 199,899 |
Note 8 - Derivatives
Note 8 - Derivatives | 12 Months Ended |
Dec. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Instruments and Hedging Activities Disclosure [Text Block] | 8. DERIVATIVES As discussed in “Note 14. Debt”, on June 30, 2015, the Company issued an aggregate principal amount of $600.0 million of 2.00% Convertible Senior Notes due June 2022 in a private placement offering (the “Notes”). Concurrently with the issuance of the Notes, the Company entered into convertible note hedge transactions with a financial institution (the “Note Hedge Transactions”), which are generally expected to reduce the potential dilution to the Company’s stockholders and/or offset the cash payments the Company is required to make in excess of the principal amount upon conversion of the Notes. Derivative Asset Pursuant to the Note Hedge Transactions, the Company purchased from the financial institution approximately 0.6 million call options on the Company’s common stock (the “Bond Hedge Derivative Asset”), for which it paid consideration of $147.0 million. Each call option entitles the Company to purchase 15.7858 shares of the Company’s common stock at an exercise price of $63.35 per share, is immediately exercisable, and has an expiration date of June 15, 2022, subject to earlier exercise. The fair value of the Bond Hedge Derivative Asset at December 8, 2015 was Common stock price $42.56 Exercise price $63.35 Risk-free interest rate 1.9% Volatility 40% Dividend yield 0% Remaining contractual term (in years) 6.5 Derivative Liability As of the June 30, 2015 issuance date of the Notes, the Company did not have the necessary number of authorized but unissued shares of its common stock available to share-settle the conversion option of the Notes. Therefore, in accordance with guidance found in ASC 470-20 and ASC 815-15, the conversion option of the Notes was deemed an embedded derivative that required bifurcation from the Notes (host contract) and separate accounting as a derivative liability. The Company recorded the $167.0 million fair value of the conversion option derivative liability as a debt discount at June 30, 2015 on the Company's consolidated balance sheet. The fair value of the conversion option derivative liability at December 8, 2015 was Common stock price $42.56 Exercise price $63.35 Risk-free interest rate 1.9% Volatility 40% Annual coupon rate 2% Remaining contractual term (in years) 6.5 Reclassification to Additional Paid-in Capital The Company held a Special Meeting of the Stockholders of the Company (the “Special Meeting”) on December 8, 2015, at which time the Company’s stockholders approved an amendment to the Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock, par value $0.01 per share, from 90,000,000 shares to 150,000,000 shares (the “Amendment”), which Amendment was subsequently filed with the Secretary of State of Delaware by the Company and effected. As a result of the increase in the authorized shares of common stock, both the derivative asset and the derivative liability met the derivative scope exception and were reclassified to additional paid-in capital, net of related taxes. During the six month period ended December 31, 2015, the Company recognized in its consolidated statement of income $13.0 million of net expense related to the change in the fair value of the derivative instruments before the liability was reclassified to equity as described above. |
Note 9 - Accounts Receivable
Note 9 - Accounts Receivable | 12 Months Ended |
Dec. 31, 2015 | |
Receivables [Abstract] | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | 9. ACCOUNTS RECEIVABLE The composition of accounts receivable, net is as follows (in thousands): December 31, December 31, 2015 2014 Gross accounts receivable $ 738,730 $ 287,362 Less: Rebate reserve (265,229 ) (88,812 ) Less: Chargeback reserve (102,630 ) (43,125 ) Less: Distribution services reserve (12,576 ) (1,331 ) Less: Discount reserve (18,657 ) (7,089 ) Less: Uncollectible accounts reserve (15,187 ) (515 ) Accounts receivable, net $ 324,451 $ 146,490 A roll-forward of the chargeback and rebate reserves activity for the years ended December 31, 2015, 2014 and 2013 is as follows (in thousands): December 31, December 31, December 31, Rebate reserve 2015 2014 2013 Beginning balance $ 88,812 $ 88,449 $ 46,011 Acquired balances 75,447 -- -- Provision recorded during the period 571,642 260,747 193,288 Credits issued during the period (470,672 ) (260,384 ) (150,850 ) Ending balance $ 265,229 $ 88,812 $ 88,449 December 31, December 31, December 31, Chargeback reserve 2015 2014 2013 Beginning balance $ 43,125 $ 37,066 $ 18,410 Acquired balances 24,532 -- -- Provision recorded during the period 833,157 487,377 389,707 Credits issued during the period (798,184 ) (481,318 ) (371,051 ) Ending balance $ 102,630 $ 43,125 $ 37,066 |
Note 10 - Inventory
Note 10 - Inventory | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Inventory Disclosure [Text Block] | 10. INVENTORY Inventory, net of carrying value reserves at December 31, 2015 and 2014 consisted of the following (in thousands): December 31, December 31, 2015 2014 Raw materials $ 52,366 $ 34,681 Work in process 4,417 2,447 Finished goods 82,311 55,102 Total inventory 139,094 92,230 Less: Non-current inventory 13,512 11,660 Total inventory-current $ 125,582 $ 80,570 Inventory carrying value reserves were $24,136,000 and $25,639,000 at December 31, 2015 and 2014, respectively. During the three month period ended March 31, 2013, the Company decided to discontinue the manufacture and distribution of certain unprofitable products after the Company conducted a strategic review of its currently manufactured generic product portfolio. As a result of this decision, the Company recorded an inventory reserve of $6,700,000 related to the discontinued products. In addition, upon receipt of the Complete Response Letter from the FDA for Rytary™ in January 2013, the Company evaluated the impact of the expected delay of FDA approval on its ability to sell the associated inventory. The Company determined that a reserve of $5,000,000 was appropriate and recorded this amount in the three month period ended March 31, 2013. The Company subsequently received FDA approval for Rytary™ on January 7, 2015. During the three month period ended March 31, 2013, the Company also recorded a $6,400,000 reserve for pre-launch inventory of a product manufactured for another third-party pharmaceutical company due to the anticipated delayed launch of such product as a result of the warning letter related to the Company’s Hayward, California manufacturing facility. The Company recognizes pre-launch inventories at the lower of its cost or the expected net selling price. Cost is determined using a standard cost method, which approximates actual cost, and assumes a FIFO flow of goods. Costs of unapproved products are the same as approved products and include materials, labor, quality control, and production overhead. When the Company concludes FDA approval is expected within approximately six months, the Company will generally begin to schedule manufacturing process validation studies as required by the FDA to demonstrate the production process can be scaled up to manufacture commercial batches. Consistent with industry practice, the Company may build quantities of pre-launch inventories of certain products pending required final FDA approval and/or resolution of patent infringement litigation, when, in the Company’s assessment, such action is appropriate to prepare for the anticipated commercial launch, FDA approval is expected in the near term, and/or the related litigation will be resolved in the Company’s favor. The capitalization of unapproved pre-launch inventory involves risks, including, among other items, FDA approval of product may not occur; approvals may require additional or different testing and/or specifications than used for unapproved inventory; and, in cases where the unapproved inventory is for a product subject to litigation, the litigation may not be resolved or settled in favor of the Company. If any of these risks were to materialize and the launch of the unapproved product delayed or prevented, then the net carrying value of unapproved inventory may be partially or fully reserved. Generally, the selling price of a generic pharmaceutical product is at discount from the corresponding brand product selling price. Typically, a generic drug is easily substituted for the corresponding brand product, and once a generic product is approved, the pre-launch inventory is typically sold within the next three months. If the market prices become lower than the product inventory carrying costs, then the pre-launch inventory value is reduced to such lower market value. If the inventory produced exceeds the estimated market acceptance of the generic product and becomes short-dated, a carrying value reserve will be recorded. In all cases, the carrying value of the Company's pre-launch product inventory is lower than the respective estimated net selling prices. The carrying value of unapproved inventory less reserves was $8,658,000 and $7,312,000 at December 31, 2015 and 2014, respectively. To the extent inventory is not scheduled to be utilized in the manufacturing process and/or sold within twelve months of the balance sheet date, it is included as a component of other non-current assets. Amounts classified as non-current inventory consist of raw materials, net of valuation reserves. Raw materials generally have a shelf life of approximately three to five years, while finished goods generally have a shelf life of approximately two years. |
Note 11 - Property, Plant and E
Note 11 - Property, Plant and Equipment | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | 11. PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment, net consisted of the following (in thousands): December 31, December 31, 2015 2014 Land $ 5,773 $ 5,773 Buildings and improvements 165,322 154,374 Equipment 135,998 122,184 Office furniture and equipment 14,548 12,623 Construction-in-progress 25,659 9,404 Property, plant and equipment, gross $ 347,300 $ 304,358 Less: Accumulated depreciation (133,144 ) (116,189 ) Property, plant and equipment, net $ 214,156 $ 188,169 Depreciation expense was $25.5 million, $20.4 million and $16.8 million for the years ended December 31, 2015, 2014 and 2013, respectively. Unpaid vendor invoices relating to purchases of property, plant and equipment of approximately $4.5 million, $1.9 million and $6.2 million which were accrued as of December 31, 2015, 2014 and 2013, respectively, are excluded from the purchase of property, plant, and equipment and the change in accounts payable and accrued expenses in the Company’s consolidated statements of cash flows for those respective years. |
Note 12 - Intangible Assets and
Note 12 - Intangible Assets and Goodwill | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | 12. INTANGIBLE ASSETS AND GOODWILL Intangible Assets The Company’s finite lived intangible assets consist of marketed product rights and royalties received from product sales from the Company's third party partners. The Company’s indefinite lived intangible assets consist of acquired in-process research and development (IPR&D) product rights and acquired future royalty rights to be paid based on other companies’ net sales of products not yet approved. Amortization over the estimated useful life will commence at the time of the respective product’s launch. If FDA approval to market the product is not obtained, the Company will immediately expense the related capitalized cost. The following tables show the gross carrying values and accumulated amortization, where applicable, of the Company’s intangible assets by type for the Company's consolidated balance sheets presented (in thousands): Gross Carrying Accumulated Intangible December 31, 2015 Value Amortization Assets, Net Amortized intangible assets: Marketed product rights $ 458,676 $ (82,906 ) $ 375,770 Royalties 2,200 (189 ) 2,011 460,876 (83,095 ) 377,781 Non-amortized intangible assets: Acquired IPR&D product rights 145,640 - 145,640 Acquired future royalty rights 78,600 - 78,600 224,240 - 224,240 Total intangible assets $ 685,115 $ (83,095 ) $ 602,020 Gross Carrying Accumulated Intangible December 31, 2014 Value Amortization Assets, Net Amortized intangible assets: Marketed product rights $ 63,329 $ (43,118 ) $ 20,211 Non-amortized intangible assets: Acquired IPR&D product rights 6,500 - 6,500 Total intangible assets $ 69,829 $ (43,118 ) $ 26,711 As discussed in “Note 2. Business Acquisition,” the substantial increase in the Company’s intangible asset balances since December 31, 2014 was attributable to the Tower acquisition in March 2015. In July 2015, the Company received an unsolicited offer from Turing Pharmaceuticals AG to purchase the U.S. rights to Daraprim®, one of the marketed products acquired in the Tower acquisition, as well as the active pharmaceutical ingredient for the product and the finished goods inventory on hand. The sale closed in August 2015, and the Company received proceeds of $55.5 million at the closing. The net book value of the Daraprim® product rights at the time of the sale was $9.3 million. The Company recognized a gain on the sale of the intangible asset of $45.6 million, net of expenses. Additionally in connection with the Tower acquisition, the Company acquired and then promptly resold at cost $4.0 million of product rights which were required by the FTC to be divested as part of the FTC’s approval of the Tower acquisition. As a result of the annual intangible asset impairment testing performed during the fourth quarter of 2015, the Company recorded an impairment charge of $13.7 million, of which $7.3 million was recorded in cost of revenues and $6.4 million was recorded in research and development expenses in the Company’s consolidated statement of income. The impairment charge was generally attributable to deteriorating market conditions for a small number of marketed products or, for acquired IPR&D product rights, a delay to the anticipated product launch or an economic decision by management not to move forward with the development or marketing of a product. The Company recorded an impairment charge of $2.9 million to cost of revenues in the Company’s consolidated statement of income in 2014 as a result of continued severe price erosion on one of its market products, which price erosion began in 2013. The Company recorded total impairment charges of $13.9 million in 2013, of which $13.1 million was recorded in cost of revenues and $0.8 million was recorded in research and development expenses on the Company’s consolidated statement of income. These impairment charges related to one currently marketed product experiencing severe price erosion due to new competition and one IPR&D product for which the ANDA was withdrawn. The Company recognized amortization expense of $40.2 million, $11.1 million and $13.1 million for the years ended December 31, 2015, 2014 and 2013, respectively, in cost of revenues in the consolidated statements of income presented. The following table shows the expected amortization of the Company’s finite lived intangible assets as of December 31, 2015 (in thousands): Amortization For the year ending December 31, Expense 2016 $ 26,753 2017 27,527 2018 32,217 2019 38,863 2020 37,042 Thereafter 215,379 Total $ 377,781 Goodwill Goodwill on the Company’s consolidated balance sheet at December 31, 2015 is the result of the 2015 Tower acquisition and the Company’s 1999 merger of Impax Pharmaceuticals, Inc. with Global Pharmaceuticals Corporation. Goodwill had a carrying value of $210.2 million and $27.6 million at December 31, 2015 and 2014, respectively, and the increase in the carrying value in 2015 was entirely attributable to the Tower acquisition. At December 31, 2015, the Company attributed $150.0 million and $60.2 million to the Impax Generics division and the Impax Specialty Pharma division, respectively. At December 31, 2014, the Company attributed the entire carrying amount of goodwill to the Impax Generics division. The Company concluded based on the results of the annual testing performed that the carrying value of goodwill was not impaired as of December 31, 2015 or 2014. |
Note 13 - Accrued Expenses
Note 13 - Accrued Expenses | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | 13. ACCRUED EXPENSES The following table sets forth the Company’s accrued expenses (in thousands): December 31, December 31, 2015 2014 Payroll-related expenses $ 37,419 $ 33,812 Product returns 48,950 27,174 Accrued shelf stock 6,619 1,852 Government rebates 91,717 18,272 Legal and professional fees 5,929 9,497 Income taxes payable 830 40 Physician detailing sales force fees 1,132 2,336 Litigation accrual -- 12,750 Interest payable 500 -- Other 11,615 4,737 Total accrued expenses $ 204,711 $ 110,470 Product Returns The Company maintains a return policy to allow customers to return product within specified guidelines. The Company estimates a provision for product returns as a percentage of gross sales based upon historical experience for sales made through its Impax Generics and Impax Specialty Pharma sales channels. Sales of product under the Private Label, Rx Partner and OTC Partner alliance, collaboration and supply agreements are not subject to returns. A roll forward of the return reserve activity for the years ended December 31, 2015, 2014 and 2013 is as follows (in thousands): December 31, December 31, December 31, Returns Reserve 2015 2014 2013 Beginning balance $ 27,174 $ 28,089 $ 23,440 Acquired balances 11,364 -- -- Provision related to sales recorded in the period 43,967 12,016 11,015 Credits issued during the period (33,555 ) (12,931 ) (6,366 ) Ending balance $ 48,950 $ 27,174 $ 28,089 |
Note 14 - Debt
Note 14 - Debt | 12 Months Ended |
Dec. 31, 2015 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | 14. DEBT 2% Convertible Senior Notes due June 2022 On June 30, 2015, the Company issued an aggregate principal amount of $600.0 million of 2.00% Convertible Senior Notes due June 2022 (the “Notes”) in a private placement offering, which are the Company’s senior unsecured obligations. The Notes were issued pursuant to an Indenture dated June 30, 2015 (the “Indenture”) between the Company and Wilmington Trust, N.A., as trustee. The Indenture includes customary covenants and sets forth certain events of default after which the Notes may be due and payable immediately. The Notes will mature on June 15, 2022, unless earlier redeemed, repurchased or converted. The Notes bear interest at a rate of 2.00% per year, and interest is payable semiannually in arrears on June 15 and December 15 of each year, beginning on December 15, 2015. The conversion rate for the Notes is initially set at 15.7858 shares per $1,000 of principal amount, which is equivalent to an initial conversion price of $63.35 per share of the Company’s common stock. If a Make-Whole Fundamental Change (as defined in the Indenture) occurs or becomes effective prior to the maturity date and a holder elects to convert its Notes in connection with the Make-Whole Fundamental Change, the Company is obligated to increase the conversion rate for the Notes so surrendered by a number of additional shares of the Company’s common stock as prescribed in the Indenture. Additionally, the conversion rate is subject to adjustment in the event of an equity restructuring transaction such as a stock dividend, stock split, spinoff, rights offering, or recapitalization through a large, nonrecurring cash dividend (“standard antidilution provisions,” per ASC 815-40 – Contracts in Entity’s Own Equity). The Notes are convertible at the option of the holders at any time prior to the close of business on the business day immediately preceding December 15, 2021 only under the following circumstances: (i) If during any calendar quarter commencing after the quarter ending September 30, 2015 (and only during such calendar quarter) the last reported sale price of the Company’s 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 130% of the conversion price on each applicable trading day; or (ii) If during the five business day period after any 10 consecutive trading day period (the “measurement period”) in which the trading price per $1,000 of principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last report sale price of the Company’s common stock and the conversion rate on each such trading day; or (iii) Upon the occurrence of corporate events specified in the Indenture. On or after December 15, 2021 until the close of business on the second scheduled trading day immediately preceding the maturity date, the holders may convert their Notes at any time, regardless of the foregoing circumstances. The Company may satisfy its conversion obligation by paying or delivering, as the case may be, cash, shares of the Company’s common stock, or a combination of cash and shares of the Company’s common stock, at the Company’s election and in the manner and subject to the terms and conditions provided in the Indenture. Concurrently with the offering of the Notes and using a portion of the proceeds from the sale of the Notes, the Company entered into a series of convertible note hedge and warrant transactions (the “Note Hedge Transactions” and “Warrant Transactions”) which are designed to reduce the potential dilution to the Company’s stockholders and/or offset the cash payments the Company is required to make in excess of the principal amount upon conversion of the Notes. The Note Hedge Transactions and Warrant Transactions are separate transactions, in each case, entered into by the Company with a financial institution and are not part of the terms of the Notes. These transactions will not affect any holder’s rights under the Notes, and the holders of the Notes have no rights with respect to the Note Hedge Transactions and Warrant Transactions. See “Note 8, Derivatives” and “Note 15, Stockholders’ Equity” for additional information. At the June 30, 2015 issuance date of the Notes, the Company did not have the necessary number of authorized but unissued shares of its common available to settle the conversion option of the Notes in shares of the Company’s common stock. Therefore, in accordance with guidance found in ASC 470-20 – Debt with Conversion and Other Options (“ASC 470-20”) and ASC 815-15 – Embedded Derivatives (“ASC 815-15”), the conversion option of the Notes was deemed an embedded derivative requiring bifurcation from the Notes (host contract) and separate accounting as a derivative liability. The fair value of the conversion option derivative liability at June 30, 2015 was $167.0 million, which was recorded as a reduction to the carrying value of the debt. This debt discount will be amortized to interest expense over the term of the debt using the effective interest method. Although the Company received stockholder approval on December 8, 2015 to amend the Company’s Restated Certificate of Incorporation to increase the authorized number of shares of the Company’s common stock (which amendment has occurred), the debt discount remains and continues to be amortized to interest expense. The effect of the increase in the authorized share count on the derivative liability is discussed in “Note 8, Derivatives.” In connection with the issuance of the Notes, the Company incurred approximately $18.7 million of debt issuance costs for banking, legal and accounting fees and other expenses. This amount was also recorded on the Company’s balance sheet as a reduction to the carrying value of the debt, in accordance with the Company’s early adoption of Accounting Standards Update (“ASU”) No. 2015-03 – Simplifying the Presentation of Debt Issuance Costs (“ASU 2015-03”), and will be amortized to interest expense over the term of the debt using the effective interest method. For the year ended December 31, 2015, the Company recognized $16.3 million of interest expense related to the Notes, of which $6.0 million was cash and $10.3 million was non-cash accretion of the debt discounts recorded. As the Notes mature in 2022, they have been classified as long-term debt on the Company’s consolidated balance sheet, with a carrying value of approximately $424.6 million as of December 31, 2015. Royal Bank of Canada $100.0 Million Revolver On August 4, 2015, the Company entered into a senior secured revolving credit facility (the “Revolving Credit Facility”) of up to $100 million, pursuant to a credit agreement, by and among the Company, the lenders party thereto from time to time and Royal Bank of Canada, as administrative agent and collateral agent (the “Revolving Credit Facility Agreement”). The Revolving Credit Facility is available for working capital and other general corporate purposes. Borrowings under the Revolving Credit Facility will accrue interest at a rate equal to LIBOR or the base rate, plus an applicable margin. The applicable margin may be increased or reduced by 0.75% based on the Company’s total net leverage ratio. The Revolving Credit Facility will mature on August 4, 2020. No borrowings have been drawn from the Revolving Credit Facility during the year ended December 31, 2015. Loss on Early Extinguishment of Debt – Barclays $435.0 Million Term Loan In connection with the acquisition of Tower during the first quarter of 2015, the Company entered into a $435.0 million senior secured term loan facility (the “Term Loan”) and a $50.0 million senior secured revolving credit facility (the “Barclays Revolver” and collectively with the Term Loan, the “Barclays Senior Secured Credit Facilities”), pursuant to a credit agreement, dated as of March 9, 2015, by and among the Company, the lenders party thereto from time to time and Barclays Bank PLC, as administrative and collateral agent (the “Barclays Credit Agreement”). In connection with the Barclays Senior Secured Credit Facilities, the Company incurred debt issuance costs for banking, legal and accounting fees and other expenses of approximately $17.8 million. Prior to repayment of the Term Loan on June 30, 2015, these debt issuance costs were to be amortized to interest expense over the term of the loan using the effective interest rate method. On June 30, 2015, the Company used approximately $436.4 million of the proceeds from the sale of the Notes to repay the $435.0 million of principal and approximately $1.4 million of accrued interest due on its Term Loan under the Barclays Credit Agreement. In connection with this repayment of the loan, the Company recorded a loss on early extinguishment of debt of approximately $16.9 million related to the unamortized portion of the deferred debt issuance costs during the quarter ended June 30, 2015. For the six months ended June 30, 2015, the Company incurred total interest expense on the Term Loan of approximately $10.7 million, of which $9.8 million was cash and $0.9 million was non-cash amortization of the deferred debt issuance costs. Included in the 2015 year-to-date cash interest expense of $15.8 million is approximately $2.3 million related to a ticking fee paid to Barclays during the first quarter of 2015, prior to the funding of the Senior Secured Credit Facilities on March 9, 2015, to lock in the financing terms from the lenders’ commitment of the Term Loan until the actual allocation of the loan occurred. |
Note 15 - Stockholders' Equity
Note 15 - Stockholders' Equity | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 15. STOCKHOLDERS’ EQUITY Preferred Stock Pursuant to its Restated Certificate of Incorporation (the “Certificate of Incorporation”), the Company is authorized to issue 2,000,000 shares of “blank check” preferred stock, $0.01 par value per share, which enables the Board of Directors, from time to time, to create one or more new series of preferred stock. Each series of preferred stock issued can have the rights, preferences, privileges and restrictions designated by the Board of Directors. The issuance of any new series of preferred stock could affect, among other things, the dividend, voting, and liquidation rights of the Company’s common stock. The Company had no preferred stock issued or outstanding as of December 31, 2015 or 2014. Common Stock A Special Meeting of the Stockholders of the Company (the “Special Meeting”) occurred on December 8, 2015, at which time the Company’s stockholders approved an amendment to the Restated Certificate of Incorporation to increase the number of authorized shares of the Company’s common stock, par value $0.01 per share, from 90,000,000 shares to 150,000,000 shares (the “Amendment”), which Amendment was subsequently filed with the Secretary of State of Delaware by the Company and effected. At December 31, 2015, the Company had 72,926,205 shares of its common stock issued and 72,682,476 shares of its common stock outstanding. In addition, the Company had reserved for issuance the following amounts of shares of its common stock for the purposes described below as of December 31, 2015 (in thousands): Shares issued 72,926 Stock options outstanding(1) 2,405 Conversion of Notes payable(2) 9,471 Warrants outstanding (see below) 9,471 Total shares of common stock issued and reserved for issuance 94,273 (1) See “Note 17. Share-based Compensation” (2) See “Note 14. Debt” Warrants As discussed in “Note 14. Debt”, on June 30, 2015, the Company entered into a series of Note Hedge Transactions and Warrant Transactions with a financial institution which are designed to reduce the potential dilution to the Company’s stockholders and/or offset the cash payments the Company is required to make in excess of the principal amount upon conversion of the Notes. Pursuant to the Warrant Transactions, the Company sold to a financial institution 9.47 million warrants to purchase the Company’s common stock, for which it received proceeds of $88.3 million. The warrants have an exercise price of $81.277 per share (subject to adjustment), are immediately exercisable, and have an expiration date of September 15, 2022. Additional paid-in capital As a result of the Amendment and the increase in the number of authorized shares of the Company's common stock described above, both the derivative asset and the derivative liability met the derivative scope exception and were reclassified to additional paid-in capital. The net effect of the reclassification of the derivatives and the related tax effect was a $21 million increase in additional paid-in capital on the Company's consolidated balance sheet. |
Note 16 - Earnings Per Share
Note 16 - Earnings Per Share | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | 16. EARNINGS PER SHARE The Company's basic earnings per common share (“EPS”) is computed by dividing net income available to the Company’s common stockholders (as presented on the consolidated statements of income) by the weighted-average number of shares of the Company’s common stock outstanding during the period. The Company’s restricted stock awards (non-vested shares) are issued and outstanding at the time of grant but are excluded from the Company’s computation of weighted-average shares outstanding in the determination of basic EPS until vesting occurs. For purposes of calculating diluted EPS, the denominator includes both the weighted-average number of shares of common stock outstanding and the number of common stock equivalents if the inclusion of such common stock equivalents would be dilutive. Dilutive common stock equivalents potentially include warrants, stock options and non-vested restricted stock awards using the treasury stock method and the number of shares of common stock issuable upon conversion of the Company’s outstanding convertible notes payable. In the case of the Company’s outstanding convertible notes payable, the diluted EPS calculation is further affected by an add-back of interest expense, net of tax, to the numerator under the assumption that the interest would not have been incurred if the convertible notes had been converted into common stock. The following is a reconciliation of basic and diluted net income per share of common stock for the three years ended December 31, 2015, 2014 and 2013 (in thousands, except per share amounts): For the years ended December 31, 2015 2014 2013 Basic Earnings Per Common Share: Net income $ 38,997 $ 57,353 $ 101,259 Weighted-average common shares outstanding 69,640 68,186 66,921 Basic earnings per share $ 0.56 $ 0.84 $ 1.51 Diluted Earnings Per Common Share: Net income $ 38,997 $ 57,353 $ 101,259 Add-back of interest expense on outstanding convertible notes payable, net of tax -- (1) -- (2) -- (2) Adjusted net income $ 38,997 $ 57,353 $ 101,259 Weighted-average common shares outstanding 69,640 68,186 66,921 Weighted-average incremental shares related to assumed exercise of warrants and stock options, vesting of non-vested shares and ESPP share issuance 2,387 (3) 2,344 1,734 Weighted-average incremental shares assuming conversion of outstanding notes payable -- (1) -- (2) -- (2) Diluted weighted-average common shares outstanding 72,027 (4) 70,530 (5) 68,655 (6) Diluted net income per share $ 0.54 $ 0.81 $ 1.47 (1) The numerator and denominator adjustments related to the Company’s convertible notes payable were excluded from the computation because the add-back of interest expense, net of tax, to the numerator had a greater effect on the quotient than the inclusion of the incremental shares assuming conversion of the convertible notes payable in the denominator, resulting in anti-dilution. (2) Not applicable to the period presented. (3) As of December 31, 2015, the approximately 9.47 million warrants outstanding have been excluded from the denominator of the diluted EPS computation under the treasury stock method because the exercise price of the warrants exceeds the average market price of the Company’s common stock for the period, so inclusion in the calculation would be anti-dilutive. (4) As of December 31, 2015, shares issuable but not included in the Company’s computation of diluted EPS, which could potentially dilute future earnings, include 9.47 million for warrants to purchase the Company’s common stock and 9.47 million shares for conversion of outstanding convertible senior notes payable. In addition, for the year ended December 31, 2015, the Company excluded from the computation as anti-dilutive 1,688,266 and 1,521,097 shares issuable upon the exercise of stock options and vesting of non-vested restricted stock awards, respectively. (5) For the year ended December 31, 2014, the Company excluded 946,288 stock options from the computation of diluted net income per common share as the effect of these options would have been anti-dilutive. (6) For the year ended December 31, 2013, the Company excluded 1,741,110 stock options from the computation of diluted net income per common share as the effect of these options would have been anti-dilutive. |
Note 17 - Share-based Compensat
Note 17 - Share-based Compensation | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | 17. SHARE-BASED COMPENSATION The Company recognizes the grant date fair value of each option and restricted share over its vesting period. Options and restricted shares granted under the Company’s Second Amended and Restated 2002 Equity Incentive Plan (“2002 Plan”) generally vest over a three or four year period and options have a term of ten years. Impax Laboratories, Inc. 1999 Equity Incentive Plan In October 2000, the Company’s stockholders approved an increase in the aggregate number of shares of common stock to be issued pursuant to the Company’s 1999 Equity Incentive Plan from 2,400,000 to 5,000,000 shares. Under the 1999 Equity Incentive Plan, 10,938, 30,438 and 44,937 stock options were outstanding at December 31, 2015, 2014 and 2013, respectively. Impax Laboratories, Inc. Second Amended and Restated 2002 Equity Incentive Plan Under the Company’s 2002 Plan, the aggregate number of shares of common stock for issuance pursuant to stock option grants and restricted stock awards was increased by the Company’s Board of Directors from 11,800,000 to 14,950,000 shares during 2013, which was approved by the Company’s stockholders. Under the 2002 Plan, stock options outstanding were 2,394,433, 3,006,367 and 3,720,593 at December 31, 2015, 2014 and 2013, respectively, and non-vested restricted stock awards outstanding were 2,146,498, 2,327,176 and 2,123,835 at December 31, 2015, 2014 and 2013, respectively. The stock option activity for all of the Company’s equity compensation plans noted above is summarized as follows: Weighted- Average Exercise Number of Shares Price Stock Options Under Option per Share Outstanding at December 31, 2012 4,177,221 $ 12.72 Options granted 506,000 18.06 Options exercised (814,177 ) 9.28 Options forfeited (98,139 ) 19.51 Outstanding at December 31, 2013 3,770,905 14.01 Options granted 386,600 25.27 Options exercised (778,112 ) 13.76 Options forfeited (337,213 ) 20.48 Outstanding at December 31, 2014 3,042,180 14.78 Options granted 406,950 41.27 Options exercised (1,042,198 ) 9.87 Options forfeited (1,561 ) 16.7 Outstanding at December 31, 2015 2,405,371 21.39 Options exercisable at December 31, 2015 1,645,568 $ 16.10 As of December 31, 2015, stock options outstanding and exercisable had average remaining contractual lives of 6.97 years and 5.26 years, respectively. Also, as of December 31, 2015, stock options outstanding and exercisable each had aggregate intrinsic values of $52,370,000 and $48,873,000, respectively, and restricted stock awards outstanding had an aggregate intrinsic value of $91,784,000. As of December 31, 2015, the Company estimated 2,129,458 stock options and 1,900,280 restricted shares granted to employees which were vested or expected to vest. The Company grants restricted stock to certain eligible employees as a component of its long-term incentive compensation program. The restricted stock award grants are made in accordance with the Company’s 2002 Plan and are issued and outstanding at the time of grant, though are subject to forfeiture if the vesting conditions are not met. A summary of the non-vested restricted stock awards is as follows: Non-Vested Weighted- Restricted Average Stock Grant Date Restricted Stock Awards Awards Fair Value Non-vested at December 31, 2012 1,954,570 $ 20.97 Granted 1,032,924 19.92 Vested (617,302 ) 18.80 Forfeited (246,357 ) 20.69 Non-vested at December 31, 2013 2,123,835 21.13 Granted 1,449,585 25.35 Vested (796,966 ) 21.36 Forfeited (449,278 ) 21.47 Non-vested at December 31, 2014 2,327,176 23.61 Granted 973,742 45.40 Vested (930,159 ) 22.64 Forfeited (224,261 ) 29.01 Non-vested at December 31, 2015 2,146,498 $ 33.20 Included in the 930,159 shares of restricted stock vested during the year ended December 31, 2015 are 370,449 shares with a weighted-average fair value of $40.48 per share that were withheld for minimum withholding tax purposes upon vesting of such awards from stockholders who elected to net share settle such tax withholding obligation. As of December 31, 2015, the Company had 1,893,305 shares available for issuance of either stock options or restricted stock awards, including 1,515,134 shares from the 2002 Plan, 296,921 shares from the 1999 Plan, and 81,250 shares from the ESPP Plan. As of December 31, 2015, the Company had total unrecognized share-based compensation expense, net of estimated forfeitures, of $63,014,000 related to all of its share-based awards, which will be recognized over a weighted average period of 2.15 years. The intrinsic value of options exercised during the years ended December 31, 2015, 2014 and 2013 was $33,043,000, $10,423,000 and $8,780,000, respectively. The total fair value of restricted shares which vested during the years ended December 31, 2015, 2014 and 2013 was $21,061,000, $16,959,000 and $11,604,000, respectively. The Company estimated the fair value of each stock option award on the grant date using the Black-Scholes option pricing model with the following assumptions: For the Years Ended December 31, 2015 2014 2013 Volatility (range) 39.9 - 40.1% 40.1% - 41.7% 41.7% Volatility (weighted average) 40.0% 40.2% 41.7% Risk-free interest rate (range) 0.8 - 1.8% 0.6% - 1.9% 1.1% - 1.9% Risk-free interest rate (weighted average) 1.7% 1.8% 1.2% Dividend yield 0% 0% 0% Expected life (years) 6.18 6.07 6.19 Weighted average grant date fair value $17.08 $10.45 $7.54 The Company estimated the fair value of each stock option award on the grant date using the Black-Scholes option pricing model, wherein expected volatility is based on historical volatility of the Company’s common stock. The expected term calculation is based on the “simplified” method described in SAB No. 107, Share-Based Payment and SAB No. 110, Share-Based Payment, as the result of the simplified method provides a reasonable estimate in comparison to actual experience. The risk-free interest rate is based on the U.S. Treasury yield at the date of grant for an instrument with a maturity that is commensurate with the expected term of the stock options. The dividend yield of zero is based on the fact that the Company has never paid cash dividends on its common stock, and has no present intention to pay cash dividends. Options granted under each of the above plans generally vest from three to four years and have a term of ten years. The amount of share-based compensation expense recognized by the Company is as follows (in thousands): For the Years Ended December 31, 2015 2014 2013 Cost of revenues $ 4,479 $ 2,494 $ 2,035 Research and development 5,996 5,072 4,885 Selling, general and administrative 18,138 13,317 10,724 Total $ 28,613 $ 20,883 $ 17,644 In June 2013, the Company announced that Dr. Larry Hsu planned to retire as President and Chief Executive Officer of Impax and in April 2014, Dr. Hsu retired from those positions at Impax. Pursuant to his Separation Agreement, all option grants and restricted stock grants expected to vest in the 12 month period following his retirement date were accelerated and vested as of the retirement date. As a result, during the three month period ended June 30, 2013, the Company recorded $2.3 million of accelerated expense related to Dr. Hsu’s outstanding stock options and restricted stock. On April 21, 2014, the Board of Directors of the Company announced that it had appointed Fred Wilkinson as the Company’s new President and Chief Executive Officer effective as of April 29, 2014. In accordance with Mr. Wilkinson’s employment agreement, the Company granted 150,000 shares of the Company’s restricted stock with a grant date fair value of $3.9 million, which vested as to one-third of the underlying shares on each of the first three six-month anniversaries of April 29, 2014, subject to Mr. Wilkinson’s continued employment with the Company on such vesting date. Further, Mr. Wilkinson also received an award of 375,000 shares of restricted stock that will vest in three tranches based upon continued service by Mr. Wilkinson to the Company and the achievement of certain performance criteria as set forth in his employment agreement. The Company valued these restricted stock awards using a Monte Carlo simulation and is recognizing the $7.6 million value of these awards over the longer of the derived or explicit service period, which is two years. On October 22, 2014, the Company announced that Carole S. Ben-Maimon, M.D., President of the Company’s Impax Generics division, informed the Company of her decision to retire from her position effective November 3, 2014. Pursuant to her Separation Agreement, all option grants and restricted stock grants expected to vest in the 12 month period following her retirement date were accelerated and vested as of the retirement date. As a result, during the three month period ended December 31, 2014, the Company recorded $0.5 million of accelerated expense related to Dr. Ben-Maimon’s outstanding stock options and restricted stock. The after tax impact of recognizing the share-based compensation expense related to FASB ASC Topic 718 on basic earnings per common share was $0.20, $0.20 and $0.19 for the years ended December 31, 2015, 2014 and 2013, respectively, and diluted earnings per common share was $0.20, $0.20 and $0.19 for the years ended December 31, 2015, 2014 and 2013, respectively. The Company recognized a deferred tax benefit of $9,150,000, $6,880,000 and $4,829,000 in the years ended December 31, 2015, 2014 and 2013, respectively, related to share-based compensation expense recorded for non-qualified employee stock options and restricted stock awards. The Company’s policy is to issue new shares to satisfy stock option exercises and to grant restricted share awards. There were no modifications, other than discussed above, to any stock options during the years ended December 31, 2015, 2014 or 2013. |
Note 18 - Employee Benefit Plan
Note 18 - Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure Text Block Supplement [Abstract] | |
Compensation and Employee Benefit Plans [Text Block] | 18. EMPLOYEE BENEFIT PLANS 401(k) Defined Contribution Plan The Company sponsors a 401(k) defined contribution plan covering all employees. Participants are permitted to contribute up to 25% of their eligible annual pre-tax compensation up to established federal limits on aggregate participant contributions. Prior to January 1, 2015, the Company matched 50% of the employee contributions up to a maximum of 6% of employee compensation. Effective January 1, 2015, the Company updated its 401(k) policy to match 100% of the employee contributions up to a maximum of 5% of employee compensation. Discretionary profit-sharing contributions made by the Company, if any, are determined annually by the Board of Directors. Participants are 100% vested in discretionary profit-sharing and matching contributions made by the Company after three years of service, and are 25% and 50% vested after one and two years of service, respectively. There were $3,656,000, $1,615,000 and $1,501,000 in matching contributions and no discretionary profit-sharing contributions made under this plan for the years ended December 31, 2015, 2014 and 2013, respectively. Employee Stock Purchase Plan In February 2001, the Board of Directors approved the 2001 Non-Qualified Employee Stock Purchase Plan (“ESPP”), with a 500,000 share reservation. The purpose of the ESPP is to enhance employee interest in the success and progress of the Company by encouraging employee ownership of common stock of the Company. The ESPP provides the opportunity to purchase the Company’s common stock at a 15% discount to the market price through payroll deductions or lump sum cash investments. Under the ESPP plan, for the years ended December 31, 2015, 2014 and 2013, the Company sold shares of its common stock to its employees in the amount of 35,275, 35,350 and 39,748, respectively, for net proceeds of $1,184,000, $788,000 and $660,000, respectively. Deferred Compensation Plan In February 2002, the Board of Directors approved the Executive Non-Qualified Deferred Compensation Plan (“ENQDCP”) effective August 15, 2002 covering executive level employees of the Company as designated by the Board of Directors. Participants can defer up to 75% of their base salary and quarterly sales bonus and up to 100% of their annual performance based bonus. The Company matches 50% of employee deferrals up to 10% of base salary and bonus compensation. The maximum total match by the Company cannot exceed 5% of total base and bonus compensation. Participants are vested in the employer match contribution at 20% each year, with 100% vesting after five years of employment. Participants can earn a return on their deferred compensation based on hypothetical investments in investment funds. Changes in the market value of the participant deferrals and earnings thereon are reflected as an adjustment to the liability for deferred compensation with an offset to compensation expense. There were $1,098,000, $850,000 and $764,000 in matching contributions under the ENQDCP for the years ended December 31, 2015, 2014 and 2013, respectively. The deferred compensation liability is a non-current liability recorded at the value of the amount owed to the ENQDCP participants, with changes in the value of such amounts recognized as a compensation expense in the consolidated statement of operations. The calculation of the deferred compensation obligation is derived from observable market data by reference to hypothetical investments selected by the participants and is included in the line item captioned “Other liabilities” on the consolidated balance sheets. The Company invests in corporate owned life insurance (“COLI”) policies, of which the cash surrender value is included in the line item captioned “Other assets” on the consolidated balance sheets. As of December 31, 2015 and 2014, the Company had a cash surrender value asset of $30,726,000 and $29,241,000, respectively, and a deferred compensation liability of $25,581,000 and $25,837,000, respectively, which approximated fair value. The asset representing the cash surrender value of the corporate owned life insurance and the deferred compensation liability are both Level 2 fair value measurements. |
Note 19 - Income Taxes
Note 19 - Income Taxes | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | 19. INCOME TAXES The Company is subject to federal, state and local income taxes in the United States, and income taxes in Taiwan, R.O.C. and the Netherlands. The provision for income taxes is comprised of the following (in thousands): For the Years Ended December 31, 2015 2014 2013 Current: Federal taxes $ 48,078 $ 42,635 $ 67,407 State taxes 2,286 2,467 2,569 Foreign taxes (442) 832 742 Total current tax expense 49,922 45,934 70,718 Deferred: Federal taxes $ (23,605 ) $ (9,039 ) $ (21,050 ) State taxes (5,733 ) (3,597 ) (1,965 ) Foreign taxes (213 ) (92 ) (2,022 ) Total deferred tax (benefit) expense (29,551 ) (12,728 ) (25,037 ) Provision for income taxes $ 20,371 $ 33,206 $ 45,681 A reconciliation of the difference between the tax provision at the federal statutory rate and actual income taxes on income before income taxes, which includes federal, state, and other income taxes, is as follows (in thousands): For the Years Ended December 31, 2015 2014 2013 Income before income taxes $ 59,368 $ 90,559 $ 146,940 Tax provision at the federal statutory rate 20,779 35.0 % 31,696 35.0 % 51,429 35.0 % Increase (decrease) in tax rate resulting from: Tax rate differential and permanent items on foreign income 412 0.7 % 2,285 2.5 % 383 0.3 % State income taxes, net of federal benefit 365 0.6 % 887 1.0 % 1,616 1.1 % State research and development credits (2,357 ) (4.0 )% (2,133 ) (2.4 )% (1,787 ) (1.2 )% Federal research and development credits (2,672 ) (4.5 )% (2,401 ) (2.6 )% (1,900 ) (1.3 )% Share-based compensation 968 1.6 % 189 0.2 % 92 0.1 % Executive compensation 3,140 5.3 % 1,552 1.7 % 336 0.2 % Domestic manufacturing deduction (1,422 ) (2.4 )% (679 ) (0.7 )% (1,666 ) (1.1 )% Other permanent book/tax differences 2,003 3.4 % 170 0.2 % (967 ) (0.7 )% Provision for uncertain tax positions 184 0.3 % 952 1.1 % 1,718 1.1 % Revision of prior years’ estimates 859 1.5 % 664 0.7 % (1,150 ) (0.8 )% Prior year Federal research and development credits -- -- % --- -- % (1,950 ) (1.3 )% Taiwan Rural Area Investment Tax Credit (2,134 ) (3.6 )% --- -- % --- -- % Other, net 246 0.4 % 24 0.0 % (473 ) (0.3 )% Provision for income taxes $ 20,371 34.3 % $ 33,206 36.7 % $ 45,681 31.1 % On January 3, 2013, the research and development credit (the “R&D credit”) was reinstated retroactively as a part of The American Taxpayer Relief Act of 2012 for expenses paid or incurred from January 1, 2012 through December 31, 2012. Due to the fact that this legislation was not enacted prior to the Company’s 2012 year-end, no tax benefit related to potential R&D credits was reflected within the 2012 year-end tax provision. The 2012 R&D credit was reflected within the Company’s first quarter tax provision for the year ended December 31, 2013. Deferred income taxes result from temporary differences between the financial statement carrying values and the tax bases of the Company’s assets and liabilities. Deferred tax assets principally result from deferred revenue related to certain of the Company’s alliance and collaboration agreements (see “Note 20. Alliance and Collaboration Agreements” below for a discussion of the Company's alliance and collaboration agreements), certain accruals and reserves currently not deductible for tax purposes, acquired product rights and intangibles, capitalized legal and share based compensation expense. Deferred tax liabilities principally result from the use of accelerated depreciation methods for income tax purposes. The components of the Company’s deferred tax assets and liabilities are as follows (in thousands): December 31, 2015 2014 Deferred tax assets: Deferred revenues $ -- $ 1,550 Accrued expenses 83,414 46,206 Inventory reserves 9,585 10,223 Net operating loss carryforwards 38 46 Depreciation and amortization 362 284 Acquired product rights and intangibles 20,912 18,788 Capitalized legal fees 7,352 12,829 R&D credit carryforwards 6,149 4,331 Share based compensation expense 5,471 4,397 Other 389 1,048 Deferred tax assets $ 133,672 $ 99,702 Deferred tax liabilities: Tax depreciation and amortization in excess of book amounts $ 7,367 $ 1,028 Acquired product rights and intangibles 188,018 -- Deferred manufacturing costs 65 65 Derivative 8,894 -- Other 1,783 1,947 Deferred tax liabilities $ 206,127 $ 3,040 Deferred tax assets (liabilities), net $ (72,455 ) $ 96,662 A rollforward of unrecognized tax benefits for the years ended December 31, 2015, 2014 and 2013 is as follows (in thousands): For the Years Ended December 31, 2015 2014 2013 Unrecognized tax benefits beginning of year $ 6,517 $ 5,292 $ 2,920 Gross change for current year positions 1,079 1,089 797 Gross change for prior period positions (673 ) 310 1,575 Gross change due to Tower acquisition 1,037 -- -- Decrease due to settlements and payments (2,280 ) (174 ) -- Unrecognized tax benefits end of year $ 5,680 $ 6,517 $ 5,292 The amount of unrecognized tax benefits at December 31, 2015, 2014 and 2013 was $5.7 million, $6.5 million and $5.3 million respectively, of which $4.3 million, $5.0 million and $4.1 million would impact the Company’s effective tax rate, respectively, if recognized. The Company currently does not believe that the total amount of unrecognized tax benefits will increase or decrease significantly over the next 12 months. Interest expense related to income taxes is included in “Interest expense” on the consolidated statement of operations. Net interest expense related to unrecognized tax benefits for the year ended December 31, 2015 was $8,000 principally due to the settlement of the 2010-2011 California audit and the filing of a Tennessee Voluntary Disclosure Agreement for the years 2011-2014, compared to $5,000 in 2014. Accrued interest expense as of December 31, 2015 and 2014 was $589,000 and $597,000, respectively. Income tax penalties are included in “Other income (expense)” on the consolidated statements of operations. Accrued tax penalties of $598,000 were booked in 2015 related to the 2010-2011 California audit. The Company is currently not under audit for its federal income tax. No provision has been made for U.S. federal deferred income taxes on accumulated earnings on foreign subsidiaries since it is the current intention of management to indefinitely reinvest the undistributed earnings in the foreign subsidiary. |
Note 20 - Alliance and Collabor
Note 20 - Alliance and Collaboration Agreements | 12 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Collaborative Arrangement Disclosure [Text Block] | 20 . ALLIANCE AND COLLABORATION AGREEMENTS The Company has entered into several alliance, collaboration, license and distribution agreements, and similar agreements with respect to certain of its products and services, with unrelated third-party pharmaceutical companies. The statement of operations includes revenue recognized under agreements the Company has entered into to develop marketing and/or distribution relationships with its partners to fully leverage the technology platform of the Company or of such third party partners and revenue recognized under development agreements which generally obligate the Company to provide research and development services over multiple periods, and revenue recognized under a promotional services agreement which obligates the Company or the third party partner to provide research and development services over multiple periods. The Company’s alliance and collaboration agreements often include milestones and provide for milestone payments upon achievement of these milestones. Generally, the milestone events contained in the Company’s alliance and collaboration agreements coincide with the progression of the Company’s or the partner’s products and technologies from pre-commercialization to commercialization. The Company groups pre-commercialization milestones in its alliance and collaboration agreements into clinical and regulatory categories, each of which may include the following types of events: Clinical Milestone Events: ● Designation of a development candidate ● Initiation of a Phase I clinical trial ● Initiation or completion of a Phase II clinical trial ● Initiation or completion of a Phase III clinical trial ● Completion of a bioequivalence study Regulatory Milestone Events: ● Filing or acceptance of regulatory applications for marketing approval such as a New Drug Application in the United States or Marketing Authorization Application in Europe ● Marketing approval in a major market, such as the United States or Europe ● Marketing approval in a major market, such as the United States or Europe for a new indication of an already-approved product Commercialization milestones in the Company’s alliance and collaboration agreements may include the following types of events: ● First commercial sale in a particular market such as in the United States or Europe ● Product sales in excess of a pre-specified threshold such as annual sales exceeding $100 million License and Distribution Agreement with Shire In January 2006, the Company entered into a License and Distribution Agreement with an affiliate of Shire Laboratories, Inc., which was subsequently amended (“Prior Shire Agreement”), under which the Company received a non-exclusive license to market and sell an authorized generic of Shire’s Adderall XR® product (“AG Product”) subject to certain conditions, but in any event by no later than January 1, 2010. The Company commenced sales of the AG Product in October 2009. On February 7, 2013, the Company entered into an Amended and Restated License and Distribution Agreement with Shire (the “Amended and Restated Shire Agreement”), which amended and restated the Prior Shire Agreement. The Amended and Restated Shire Agreement was entered into by the parties in connection with the settlement of the Company’s litigation with Shire relating to Shire’s supply of the AG Product to the Company under the Prior Shire Agreement. During 2013, the Company received a payment of $48,000,000 from Shire in connection with such litigation settlement, which was recorded in the first quarter of 2013 under the line item “Other Income” on the consolidated statement of operations. Under the Amended and Restated Shire Agreement, Shire was required to supply the AG Product and Company was responsible for marketing and selling the AG Product subject to the terms and conditions thereof until the earlier of (i) the first commercial sale of the Company’s generic equivalent product to Adderall XR® and (ii) September 30, 2014 (the “Supply Term”), subject to certain continuing obligations of the parties upon expiration or early termination of the Supply Term, including Shire’s obligation to deliver AG Products still owed to the Company as of the end of the Supply Term. The Company is required to pay a profit share to Shire on sales of the AG Product, of which the Company owed a profit share payable to Shire of $19,540,000, $21,089,000 and $20,406,000 on sales of the AG Product during the years ended December 31, 2015, 2014 and 2013, respectively, with a corresponding charge included in the cost of revenues line in the consolidated statement of operations. Although the Supply Term expired on September 30, 2014, the Company was permitted to sell any AG Products in its inventory or owed to the Company by Shire under the Amended and Restated Shire Agreement until all such products are sold. The Company continued to pay a profit share to Shire on sales of such products during the year ended December 31, 2015. Development, Supply and Distribution Agreement with TOLMAR, Inc. In June 2012, the Company entered into the Tolmar Agreement with Tolmar. Under the terms of the Tolmar Agreement, Tolmar granted to the Company an exclusive license to commercialize up to 11 generic topical prescription drug products, including ten then approved products and one product pending approval at the FDA, in the United States and its territories. Under the terms of the Tolmar Agreement, Tolmar is responsible for developing and manufacturing the products, and the Company is responsible for marketing and sale of the products. The Company is required to pay a profit share to Tolmar on sales of each product commercialized pursuant to the terms of the Tolmar Agreement. The Company paid Tolmar a $21 million upfront payment upon signing of the agreement and, pursuant to the terms of the agreement, is also required to make payments to Tolmar upon the achievement of certain specified milestone events. Such contingent milestone payments will initially be recognized in the period the triggering event occurs. Milestone payments which are contingent upon commercialization events will be accounted for as an additional cost of acquiring the product license rights. Milestone payments which are contingent upon regulatory approval events will be capitalized and amortized over the remaining estimated useful life of the approved product. During the year ended December 31, 2012, the Company made a $1.0 million milestone payment and, during the fourth quarter of 2013, the Company made a $12.0 million payment to Tolmar upon Tolmar’s achievement of a regulatory milestone event in accordance with the terms of pursuant to the Tolmar Agreement. The $21 million upfront payment for the Tolmar product rights has been allocated to the underlying topical products based upon the relative fair value of each product and will be amortized over the remaining estimated useful life of each underlying product, ranging from five to 12 years, starting upon commencement of commercialization activities by the Company during the second half of 2012. The amortization of the Tolmar product rights has been included as a component of cost of revenues on the consolidated statement of operations. The Company initially allocated $1.55 million of the upfront payment to two products which were in development and has recorded such amount as in-process research and development expense in its results of operations for the year ended December 31, 2012. The Company similarly recorded the $1,000,000 milestone paid in the year ended December 31, 2012 as a research and development expense. The Company is required to pay a profit share to Tolmar on sales of the topical products, of which the Company owed a profit share payable to Tolmar of $77,683,000, $15,995,000 and $3,905,000 during the years ended December 31, 2015, 2014 and 2013, respectively, with a corresponding charge included in the cost of revenues line in the Company’s consolidated statement of operations. During the fourth quarter of 2014, the Company paid a $2.0 million milestone related to the Diclofenac Sodium Gel 3% or Solaraze® product to Tolmar pursuant to the Tolmar Agreement. During the second quarter of 2015, the Company paid a $5.0 million milestone related to certain topical products pursuant to the Tolmar Agreement. As discussed in “Note 12. Goodwill and Intangible Assets,” the Company recorded a $13.1 million intangible asset impairment charge to cost of revenues in the three month period ended September 30, 2013 related to the Tolmar product rights acquired under the Tolmar Agreement. The Company entered into a Loan and Security Agreement with Tolmar in March 2012 (the “Tolmar Loan Agreement”), under which the Company agreed to lend to Tolmar one or more loans through December 31, 2014, in an aggregate amount not to exceed $15,000,000. As of December 31, 2015 and 2014, Tolmar owed the Company $15,000,000 under the Tolmar Loan Agreement, which is included in “Other Assets” on the consolidated balance sheets. The outstanding principal amount of, including any accrued and unpaid interest on, the loans under the Tolmar Loan Agreement are payable by Tolmar beginning from March 31, 2017 through March 31, 2020 or the maturity date, in accordance with the terms therein. Tolmar may prepay all or any portion of the outstanding balance of the loans prior to the maturity date without penalty or premium. Strategic Alliance Agreement with Teva The Company entered into a Strategic Alliance Agreement with Teva Pharmaceuticals Curacao N.V., a subsidiary of Teva Pharmaceutical Industries Limited, in June 2001, which was subsequently amended (“Teva Agreement”). The Teva Agreement commits the Company to develop and manufacture, and Teva to distribute, a specified number controlled release generic pharmaceutical products (“generic products”), each for a 10-year period. The Company is required to develop the products, obtain FDA approval to market the products, and manufacture the products for Teva. The revenue the Company earns from the sale of product under the Teva Agreement consists of Teva’s reimbursement of the Company’s manufacturing costs plus a profit share on Teva’s sales of the product to its customers. The Company invoices Teva for the manufacturing costs or products it ships to Teva and payment is due within 30 days. Teva has the right to determine all terms and conditions of the product sales to its customers. Within 30 days of the end of each calendar quarter, Teva is required to provide the Company with a report of its net sales and profits during the quarter and to pay the Company its share of the profits resulting from those sales. Net sales are Teva’s gross sales less discounts, rebates, chargebacks, returns, and other adjustments, all of which are based upon fixed percentages, except chargebacks, which are estimated by Teva and subject to a true-up reconciliation. As of December 31, 2015, the Company was supplying Teva with oxybutynin extended release tablets (Ditropan XL® 5 mg, 10 mg and 15 mg extended release tablets) and has agreed to supply another product (currently under development) to Teva; the other products under the Teva Agreement have either been returned to the Company, are being manufactured by Teva at its election, were voluntarily withdrawn from the market the Company’s obligations to supply such product had expired or were terminated in accordance with the agreement. OTC Partner Alliance Agreement In June 2002, the Company entered into a Development, License and Supply Agreement with Pfizer, Inc., formerly Wyeth LLC (“Pfizer”), for a term of approximately 15 years, relating to the Company’s Loratadine and Pseudoephedrine Sulfate 5 mg/120 mg 12-hour Extended Release Tablets and Loratadine and Pseudoephedrine Sulfate 10 mg/240 mg 24-hour Extended Release Tablets for the OTC market. The Company previously developed the products, and is currently only responsible for manufacturing the products, and Pfizer is responsible for marketing and sale. The agreement included payments to the Company upon achievement of development milestones, as well as royalties paid to the Company by Pfizer on its sales of the product. Pfizer launched this product in May 2003 as Alavert® D-12 Hour. In February 2005, the agreement was partially cancelled with respect to the 24-hour Extended Release Product due to lower than planned sales volume. In December 2011, Pfizer and the Company entered into an agreement with L. Perrigo Company (“Perrigo”) whereby the parties agreed that the Company would supply the Company’s generic Claritin-D® 5 mg/120 mg 12-hour extended release product tablets to Perrigo in the United States and its territories. The agreements with Pfizer and Perrigo are no longer a core area of the Company’s business, and the over-the-counter pharmaceutical products the Company sells to Pfizer and Perrigo under the agreements are older products which are only sold to Pfizer and Perrigo. As noted above, the Company is currently only required to manufacture the products under its agreements with Pfizer and Perrigo. The Company recognizes profit share revenue in the period earned. Agreements with Valeant Pharmaceuticals International, Inc. In November 2008, the Company and Valeant Pharmaceuticals International, Inc., formerly Medicis Pharmaceutical Corporation (“Valeant”), entered into a Joint Development Agreement and a License and Settlement Agreement (“Joint Development Agreement”). Joint Development Agreement The Joint Development Agreement provides for the Company and Valeant to collaborate in the development of a total of five dermatology products, including four of the Company’s generic products and one branded advanced form of Valeant’s SOLODYN® product. Under the provisions of the Joint Development Agreement the Company received a $40 million upfront payment upon signing of the Joint Development Agreement in December 2008. The Company has also received an aggregate of $15,000,000 in milestone payments composed of two $5 million milestone payments, paid by Valeant in March 2009 and September 2009, a $2 million milestone payment paid by Valeant in December 2009, and a $3 million milestone payment paid by Valeant in March 2011. The Company has the potential to receive up to an aggregate of $8 million of additional contingent milestone payments, upon the achievement of certain specified regulatory events, each of which the Company believes to be substantive, as well as the potential to receive royalty payments from sales, if any, by Valeant of its advanced form SOLODYN® brand product. Finally, to the extent the Company commercializes any of its four generic dermatology products covered by the Joint Development Agreement, the Company will pay to Valeant a gross profit share on sales of such products. The Company began selling one of the four generic dermatology products during the year ended December 31, 2011. As of December 31, 2014, the full amount of deferred revenue under the Joint Development Agreement was recognized. The Joint Development Agreement results in three items of revenue for the Company, as follows: (1) Research & Development Services. (2) Royalty Fees Earned — Valeant’s Sale of Advanced Form SOLODYN® (Brand) Product. (3) Accounting for Sales of the Company’s Four Generic Dermatology Products. . Development and Co-Promotion Agreement with Endo Pharmaceuticals Inc. In June 2010, the Company and Endo Pharmaceuticals, Inc. ("Endo") entered into a Development and Co-Promotion Agreement (“Endo Agreement”) under which the Company and Endo agreed to collaborate in the development and commercialization of a next-generation advanced form of the Company’s lead branded product candidate ("Endo Agreement Product"). The Endo Agreement was terminated upon mutual agreement by the parties effective December 23, 2015. Under the provisions of the Endo Agreement, in June 2010, Endo paid to the Company a $10,000,000 upfront payment. Prior to termination of the agreement, the Company also had the potential to receive up to an additional $30 million of contingent milestone payments. Prior to the termination of the Endo Agreement, the Company had recognized the $10 million upfront payment as revenue on a straight-line basis over a period of 112 months, which was the estimated expected period of performance of research and development activities under the Endo Agreement, commencing with the June 2010 effective date of the Endo Agreement and ending in September 2019, the estimated date of FDA approval of the Company's NDA for the Endo Agreement Product. The FDA approval of the Endo Agreement Product NDA represented the end of the Company’s expected period of performance, as the Company would have had no further contractual obligation to perform research and development activities under the Endo Agreement, and therefore the earnings process would have been completed on such date. Deferred revenue under the Endo Agreement was $0 and $4,310,000 as of December 31, 2015 and 2014, respectively. Revenue recognized under the Endo Agreement was reported in “Note 24. Supplementary Financial Information” in the line item captioned “Other Revenues”. The Company and Endo also entered into a Settlement and License Agreement in June 2010 (the “Endo Settlement Agreement”) pursuant to which Endo agreed to make a payment to the Company should prescription sales of Opana ® ® Distribution, License, Development and Supply Agreement with AstraZeneca UK Limited In January 2012, the Company entered into the AZ Agreement with AstraZeneca. Under the terms of the AZ Agreement, AstraZeneca granted to the Company an exclusive license to commercialize the tablet, orally disintegrating tablet and nasal spray formulations of Zomig® (zolmitriptan) products for the treatment of migraine headaches in the United States and in certain U.S. territories, except during an initial transition period when AstraZeneca fulfilled all orders of Zomig® products on the Company’s behalf and AstraZeneca paid to the Company the gross profit on such Zomig® products. The Company is obligated to fulfill certain minimum requirements with respect to the promotion of currently approved Zomig® products as well as other dosage strengths of such products approved by the FDA in the future. The Company may, but has no obligation to, develop and commercialize additional products containing zolmitriptan and additional indications for Zomig®, subject to certain restrictions as set forth in the AZ Agreement. The Company will be responsible for conducting clinical studies and preparing regulatory filings related to the development of any such additional products and would bear all related costs. During the term of the AZ Agreement, AstraZeneca will continue to be the holder of the NDA for existing Zomig® products, as well as any future dosage strengths thereof approved by the FDA, and will be responsible for certain regulatory and quality-related activities for such Zomig® products. AstraZeneca will manufacture and supply Zomig® products to the Company and the Company will purchase its requirements of Zomig® products from AstraZeneca until a date determined in the AZ Agreement. Thereafter, AstraZeneca may terminate its supply obligations upon certain advance notice to the Company, in which case the Company would have the right to manufacture or have manufactured its own requirements for the applicable Zomig® product. Under the terms of the AZ Agreement, AstraZeneca was required to make payments to the Company representing 100% of the gross profit on sales of AstraZeneca-labeled Zomig® products during the specified transition period. The Company received transition payments from AstraZeneca aggregating $43,564,000 during 2012. Beginning in January 2013, the Company was obligated to pay AstraZeneca tiered royalties on net sales of branded Zomig® products, depending on brand exclusivity and subject to customary reductions and other terms and conditions set forth in the AZ Agreement. The Company is also obligated to pay AstraZeneca royalties after a certain specified date based on gross profit from sales of authorized generic versions of the Zomig® products subject to certain terms and conditions set forth in the AZ Agreement. In May 2013, the Company’s exclusivity period for branded Zomig® tablets and orally disintegrating tablets expired and the Company launched authorized generic versions of those products in the United States. The Company owed a royalty payable to AstraZeneca of $16,848,000, $14,262,000 and $36,113,000 for the years ended December 31, 2015, 2014 and 2013, respectively, with a corresponding charge included in the cost of revenues line on the consolidated statements of income . Agreement with DURECT Corporation In 2014, the Company entered into an agreement with DURECT Corporation (“Durect”) granting the Company the exclusive worldwide rights to develop and commercialize DURECT’s investigational transdermal bupivacaine patch for the treatment of pain associated with post-herpetic neuralgia, referred to by the Company as IPX239. The Company paid Durect a $2 million up-front payment upon signing of the agreement which the Company recognized immediately as research and development expense. The Company has the potential to pay up to an aggregate of $61 million in additional contingent milestone payments upon the achievement of certain specified development and commercialization events under the agreement. If IPX239 is commercialized, the Company would also be required to pay a tiered royalty based on product sales. Product Acquisition Agreement with Teva Pharmaceuticals USA, Inc. In August 2013, the Company, through its Amedra Pharmaceuticals subsidiary, entered into a product acquisition agreement (the “Teva Product Acquisition Agreement”) with Teva Pharmaceuticals USA, Inc. (“Teva”) pursuant to which the Company acquired the assets (including the ANDA and other regulatory materials) and related liabilities related to Teva’s mebendazole tablet product in all dosage forms (the “Mebendazole Tablet”). The Company has the potential to pay up to $3,500,000 in additional contingent milestone payments upon the achievement of predefined regulatory and commercialization milestones. The Company is also obligated to pay Teva a royalty payment based on net sales of the Mebendazole Tablet, including a specified annual minimum royalty payment, subject to customary reductions and the other terms and conditions set forth in the Teva Product Acquisition Agreement. |
Note 21 - Commitments and Conti
Note 21 - Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 21. COMMITMENTS AND CONTINGENCIES Leases The Company leases land, office, warehouse and laboratory facilities under non-cancelable operating leases expiring between March 2016 and December 2026. Rent expense for the years ended December 31, 2015, 2014 and 2013 was $4,146,000, $2,162,000 and $1,932,000, respectively. The Company recognizes rent expense on a straight-line basis over the lease period. The Company also leases certain equipment under various non-cancelable operating leases with various expiration dates between September 2016 and December 2018. Future minimum lease payments under the non-cancelable operating leases are as follows (in thousands): Years ending December 31, 2016 $ 5,797 2017 4,784 2018 4,242 2019 2,376 2020 1,100 Thereafter 4,457 Total minimum lease payments $ 22,756 Purchase Order Commitments As of December 31, 2015, the Company had $67.1 million of open purchase order commitments, primarily for raw materials. The terms of these purchase order commitments are generally less than one year in duration. Taiwan Facility The Company has entered into several contracts related to ongoing expansion activities at its Taiwan manufacturing facility. As of December 31, 2015, the Company had remaining obligations under these contracts of $0.3 million. |
Note 22 - Legal and Regulatory
Note 22 - Legal and Regulatory Matters | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure Text Block Supplement [Abstract] | |
Legal Matters and Contingencies [Text Block] | 22. LEGAL AND REGULATORY MATTERS Patent Litigation There is substantial litigation in the pharmaceutical, biological, and biotechnology industries with respect to the manufacture, use, and sale of new products which are the subject of conflicting patent and intellectual property claims. One or more patents often cover the brand name products for which the Company is developing generic versions and the Company typically has patent rights covering the Company’s branded products. Under federal law, when a drug developer files an ANDA for a generic drug seeking approval before expiration of a patent, which has been listed with the FDA as covering the brand name product, the developer must certify its product will not infringe the listed patent(s) and/or the listed patent is invalid or unenforceable (commonly referred to as a “Paragraph IV” certification). Notices of such certification must be provided to the patent holder, who may file a suit for patent infringement within 45 days of the patent holder’s receipt of such notice. If the patent holder files suit within the 45 day period, the FDA can review and approve the ANDA, but is prevented from granting final marketing approval of the product until a final judgment in the action has been rendered in favor of the generic drug developer, or 30 months from the date the notice was received, whichever is sooner. The Company’s generic products division is typically subject to patent infringement litigation brought by branded pharmaceutical manufacturers in connection with the Company’s Paragraph IV certifications seeking an order delaying the approval of the Company’s ANDA until expiration of the patent(s) at issue in the litigation. Likewise, the Company’s branded products division is currently involved in patent infringement litigation against generic drug manufacturers who have filed Paragraph IV certifications to market their generic drugs prior to expiration of the Company’s patents at issue in the litigation. The uncertainties inherent in patent litigation make the outcome of such litigation difficult to predict. For the Company’s generic products division, the potential consequences in the event of an unfavorable outcome in such litigation include delaying launch of its generic products until patent expiration. If the Company were to launch its generic product prior to successful resolution of a patent litigation, the Company could be liable for potential damages measured by the profits lost by the branded product manufacturer rather than the profits earned by the Company if we are found to infringe a valid, enforceable patent. For the Company’s branded products division, an unfavorable outcome may significantly accelerate generic competition ahead of expiration of the patents covering the Company’s branded products. All such litigation typically involves significant expense. The Company is generally responsible for all of the patent litigation fees and costs associated with current and future products not covered by its alliance and collaboration agreements. The Company has agreed to share legal expenses with respect to third-party and Company products under the terms of certain of the alliance and collaboration agreements. The Company records the costs of patent litigation as expense in the period when incurred for products it has developed, as well as for products which are the subject of an alliance or collaboration agreement with a third-party. Although the outcome and costs of the asserted and unasserted claims is difficult to predict, the Company does not currently expect the ultimate liability, if any, for such matters to have a material adverse effect on its business, financial condition, results of operations, or cash flows. Patent Infringement Litigation Endo Pharmaceuticals Inc. and Grunenthal GmbH v. Impax Laboratories, Inc. and ThoRx Laboratories, Inc. (Oxymorphone hydrochloride); Endo Pharmaceuticals Inc. and Grunenthal GmbH v. Impax Laboratories, Inc. (Oxymorphone hydrochloride) In November 2012, Endo Pharmaceuticals, Inc. and Grunenthal GmbH (collectively, “Endo”) filed suit against ThoRx Laboratories, Inc., a wholly owned subsidiary of the Company (“ThoRx”), and the Company in the U.S. District Court for the Southern District of New York alleging patent infringement based on the filing of ThoRx’s ANDA relating to Oxymorphone hydrochloride, Extended Release tablets, 5, 7.5, 10, 15, 20, 30 and 40 mg, generic to Opana ER®. In January 2013, Endo filed a separate suit against the Company in the U.S. District Court for the Southern District of New York alleging patent infringement based on the filing of the Company’s ANDA relating to the same products. ThoRx and the Company filed an answer and counterclaims to the November 2012 suit and the Company filed an answer and counterclaims with respect to the January 2013 suit. A bench trial was completed in April 2015. In August 2015, the Court entered judgment that the products described in the Company’s and ThoRx’s ANDAs would, if marketed, infringe certain claims of the patents asserted by Endo. The Court also found that the asserted claims of patents owned by Endo were not invalid, but that the asserted claims of patents owned by Grunenthal were invalid. As a result, the Court enjoined the Company and ThoRx from marketing their products until expiration of the Endo patents in 2023. Endo filed post-trial motions to correct and amend the judgment, which are currently pending. All parties have filed notices of appeal with respect to the Court's judgment. The appeals are deactivated until resolution of the post-trial motions. In November 2014, Endo Pharmaceuticals Inc. and Mallinckrodt LLC filed suit against the Company in the U.S. District Court for the District of Delaware making additional allegations of patent infringement based on the filing of the Company’s Oxymorphone hydrochloride ANDA described above. Also in November 2014, Endo and Mallinckrodt filed a separate suit in the U.S. District Court for the District of Delaware making additional allegations of patent infringement based on the filing of ThoRx’s Oxymorphone hydrochloride ANDA described above. ThoRx and the Company filed an answer and counterclaim to those suits in which they are named as a defendant. ThoRx and the Company filed a motion to stay the litigation, which is pending. Impax Laboratories Inc., et al. v. Lannett Holdings, Inc. and Lannett Company (Zomig®) In July 2014, the Company filed suit against Lannett Holdings, Inc. and Lannett Company (collectively, “Lannett”) in the United States District Court for the District of Delaware, alleging patent infringement based on the filing of the Lannett ANDA relating to Zolmitriptan Nasal Spray, 5mg, generic to Zomig® Nasal Spray. Lannett filed an answer and counterclaims alleging non-infringement and invalidity in September 2014, and the Company filed an answer to the counterclaims in October 2014. Discovery is proceeding, and trial is set for September 6, 2016. A Markman hearing was held on November 16, 2015, and a claim construction order was issued on December 1, 2015. On July 28, 2015, Lannett filed petitions for Inter Partes Review Impax Laboratories Inc., et al. v. Actavis Laboratories, Inc. and Actavis Pharma Inc. (Rytary ® ) In September 2015, the Company filed suit against Actavis Laboratories, Inc. and Actavis Pharma Inc. (collectively, “Actavis”) in the United States District Court for the District of New Jersey, alleging patent infringement based on the filing of the Actavis ANDA relating to carbidopa and levodopa extended release capsules, generic to Rytary ® Shire LLC v. CorePharma LLC (Mixed Amphetamines) In September 2014, Shire LLC (“Shire”) filed suit against CorePharma LLC, a wholly-owned subsidiary of the Company, in the United States District Court for the District of New Jersey alleging patent infringement based on the filing of CorePharma’s ANDA relating to dextroamphetamine sulfate, dextroamphetamine saccharate, amphetamine aspartate monohydrate, amphetamine sulfate extended-release capsules, 5 mg, 10 mg, 15 mg, 20 mg, 25 mg and 30 mg, generic to Adderall XR®. On November 14, 2014, CorePharma filed an answer and counterclaims. The case was settled and the Court dismissed the case on February 2, 2016. Other Litigation Related to the Company’s Business Civil Investigative Demand from the FTC (Minocycline Hydrochloride) On May 2, 2012, the Company received a Civil Investigative Demand (“CID”) from the United States Federal Trade Commission (“FTC”) concerning its investigation into the drug SOLODYN® and its generic equivalents. According to the FTC, the investigation relates to whether Medicis Pharmaceutical Corporation, now a wholly owned subsidiary of Valeant Pharmaceuticals International, Inc. (“Medicis”), the Company, and six other companies have engaged or are engaged in unfair methods of competition in or affecting commerce by (i) entering into agreements regarding SOLODYN® or its generic equivalents and/or (ii) engaging in other conduct regarding the sale or marketing of SOLODYN® or its generic equivalents. On November 6, 2015, the Company received a letter from FTC Secretary Donald S. Clark, informing the Company that the FTC has closed its investigation regarding the SOLODYN® agreements with no further action by the Commission. Solodyn ® Antitrust Class Actions From July 2013 to January 2016, 18 complaints were filed as class actions on behalf of direct and indirect purchasers, as well as by certain direct purchasers, against manufacturers of the brand drug Solodyn ® and its generic equivalents, including the Company. On July 22, 2013, Plaintiff United Food and Commercial Workers Local 1776 & Participating Employers Health and Welfare Fund, an indirect purchaser, filed a class action complaint in the United States District Court for the Eastern District of Pennsylvania on behalf of itself and others similarly situated. On July 23, 2013, Plaintiff Rochester Drug Co-Operative, Inc., a direct purchaser, filed a class action complaint in the United States District Court for the Eastern District of Pennsylvania on behalf of itself and others similarly situated. On August 1, 2013, Plaintiff International Union of Operating Engineers Local 132 Health and Welfare Fund, an indirect purchaser, filed a class action complaint in the United States District Court for the Northern District of California on behalf of itself and others similarly situated. On August 29, 2013, this Plaintiff withdrew its complaint from the United States District Court for the Northern District of California, and on August 30, 2013, re-filed the same complaint in the United States Court for the Eastern District of Pennsylvania, on behalf of itself and others similarly situated. On August 9, 2013, Plaintiff Local 274 Health & Welfare Fund, an indirect purchaser, filed a class action complaint in the United States District Court for the Eastern District of Pennsylvania on behalf of itself and others similarly situated. On August 12, 2013, Plaintiff Sheet Metal Workers Local No. 25 Health & Welfare Fund, an indirect purchaser, filed a class action complaint in the United States District Court for the Eastern District of Pennsylvania on behalf of itself and others similarly situated. On August 27, 2013, Plaintiff Fraternal Order of Police, Fort Lauderdale Lodge 31, Insurance Trust Fund, an indirect purchaser, filed a class action complaint in the United States District Court for the Eastern District of Pennsylvania on behalf of itself and others similarly situated. On August 29, 2013, Plaintiff Heather Morgan, an indirect purchaser, filed a class action complaint in the United States District Court for the Eastern District of Pennsylvania on behalf of itself and others similarly situated. On August 30, 2013, Plaintiff Plumbers & Pipefitters Local 178 Health & Welfare Fund, an indirect purchaser, filed a class action complaint in the United States District Court for the Eastern District of Pennsylvania on behalf of itself and others similarly situated. On September 9, 2013, Plaintiff Ahold USA, Inc., a direct purchaser, filed a class action complaint in the United States District Court for the District of Massachusetts on behalf of itself and others similarly situated. On September 24, 2013, Plaintiff City of Providence, Rhode Island, an indirect purchaser, filed a class action complaint in the United States District Court for the District of Arizona on behalf of itself and others similarly situated. On October 2, 2013, Plaintiff International Union of Operating Engineers Stationary Engineers Local 39 Health & Welfare Trust Fund, an indirect purchaser, filed a class action complaint in the United States District Court for the District of Massachusetts on behalf of itself and others similarly situated. On October 7, 2013, Painters District Council No. 30 Health and Welfare Fund, an indirect purchaser, filed a class action complaint in the United States District Court for the District of Massachusetts on behalf of itself and others similarly situated. On October 25, 2013, Plaintiff Man-U Service Contract Trust Fund, an indirect purchaser, filed a class action complaint in the United States District Court for the Eastern District of Pennsylvania on behalf of itself and others similarly situated. On March 13, 2014, Plaintiff Allied Services Division Welfare Fund, an indirect purchaser, filed a class action complaint in the United States District Court for the District of Massachusetts on behalf of itself and others similarly situated. On March 19, 2014, Plaintiff NECA-IBEW Welfare Trust Fund, an indirect purchaser, filed a class action complaint in the United States District Court for the District of Massachusetts on behalf of itself and others similarly situated. On February 25, 2014, the United States Judicial Panel on Multidistrict Litigation ordered the pending actions transferred to the District of Massachusetts for coordinated pretrial proceedings, as In Re Solodyn (Minocycline Hydrochloride) Antitrust Litigation. On March 26, 2015, Walgreen Co., The Kruger Co., Safeway Inc., HEB Grocery Company L.P., Albertson’s LLC, direct purchasers, filed a separate complaint in the United States District Court for the Middle District of Pennsylvania. On April 8, 2015, the Judicial Panel on Multi-District Litigation ordered the action be transferred to the District of Massachusetts, to be coordinated or consolidated with the coordinated proceedings. The original complaint filed by the plaintiffs asserted claims only against defendant Medicis. On October 5, 2015, the plaintiffs filed an amended complaint asserting claims against the Company and the other generic defendants. On April 16, 2015, Rite Aid Corporation and Rite Aid Hdqtrs. Corp, direct purchasers, filed a separate complaint in the United States District Court for the Middle District of Pennsylvania. On May 1, 2015, the Judicial Panel on Multi-District Litigation ordered the action be transferred to the District of Massachusetts, to be coordinated or consolidated with the coordinated proceedings. The original complaint filed by the plaintiffs asserted claims only against defendant Medicis. On October 5, 2015, the plaintiffs filed an amended complaint asserting claims against the Company and the other generic defendants. On January 25, 2016, CVS Pharmacy, Inc. filed a separate complaint in the United States District Court for the Middle District of Pennsylvania. The complaint asserts claims against the Company, Medicis, and the other generic defendants. The consolidated amended complaints allege that Medicis engaged in anticompetitive schemes by, among other things, filing frivolous patent litigation lawsuits, submitting frivolous Citizen Petitions, and entering into anticompetitive settlement agreements with several generic manufacturers, including the Company, to delay generic competition of Solodyn ® and in violation of state and federal antitrust laws. Plaintiffs seek, among other things, unspecified monetary damages and equitable relief, including disgorgement and restitution. On August 14, 2015, the Court granted in part and denied in part defendants’ motion to dismiss the consolidated amended complaints. Discovery is ongoing. No trial date has been scheduled. Civil Investigative Demand from the FTC (Oxymorphone Hydrochloride) On February 25, 2014, the Company received a CID from the FTC concerning its investigation into the drug Opana® ER and its generic equivalents. According to the FTC, the investigation relates to whether Endo Pharmaceuticals, Inc. (“Endo”) and the Company have engaged or are engaged in unfair methods of competition in or affecting commerce by (i) entering into agreements regarding Opana® ER or its generic equivalents and/or (ii) engaging in other conduct regarding the regulatory filings, sale or marketing of Opana® ER or its generic equivalents. The Company is cooperating with the FTC in producing documents, information and witnesses in response to the CID. To the knowledge of the Company, no proceedings by the FTC have been initiated against the Company at this time; however, no assurance can be given as to the timing or outcome of this investigation. Opana ER® Antitrust Class Actions From June 2014 to April 2015, 14 complaints were filed as class actions on behalf of direct and indirect purchasers, as well as by certain direct purchasers, against the manufacturer of the brand drug Opana ER® and the Company. On June 4, 2014, Plaintiff Fraternal Order of Police, Miami Lodge 20, Insurance Trust Fund, an indirect purchaser, filed a class action complaint in the United States District Court for the Eastern District of Pennsylvania on behalf of itself and others similarly situated. On June 4, 2014, Plaintiff Rochester Drug Co-Operative, Inc., a direct purchaser, filed a class action complaint in the United States District Court for the Eastern District of Pennsylvania on behalf of itself and others similarly situated. On June 6, 2014, Plaintiff Value Drug Company, a direct purchaser, filed a class action complaint in the United States District Court for the Northern District of California on behalf of itself and others similarly situated. On June 26, 2014, this Plaintiff withdrew its complaint from the United States District Court for the Northern District of California, and on July 16, 2014, re-filed the same complaint in the United States District Court for the Northern District of Illinois, on behalf of itself and others similarly situated. On June 19, 2014, Plaintiff Wisconsin Masons’ Health Care Fund, an indirect purchaser, filed a class action complaint in the United States District Court for the Northern District of Illinois on behalf of itself and others similarly situated. On July 17, 2014, Plaintiff Massachusetts Bricklayers, an indirect purchaser, filed a class action complaint in the United States District Court for the Eastern District of Pennsylvania on behalf of itself and others similarly situated. On August 11, 2014, Plaintiff Pennsylvania Employees Benefit Trust Fund, an indirect purchaser, filed a class action complaint in the United States District Court for the Northern District of Illinois on behalf of itself and others similarly situated. On September 19, 2014, Plaintiff Meijer Inc., a direct purchaser, filed a class action complaint in the United States District Court for the Northern District of Illinois on behalf of itself and others similarly situated. On October 3, 2014, Plaintiff International Union of Operating Engineers, Local 138 Welfare Fund, an indirect purchaser, filed a class action complaint in the United States District Court for the Northern District of Illinois on behalf of itself and others similarly situated. On November 17, 2014, Louisiana Health Service & Indemnity Company d/b/a Blue Cross and Blue Shield of Louisiana, an indirect purchaser, filed a class action complaint in the United Stated District Court for the Middle District of Louisiana on behalf of itself and others similarly situated. On December 19, 2014, Plaintiff Kim Mahaffay, an indirect purchaser, filed a class action complaint in the Superior Court of the State of California, Alameda County, on behalf of herself and others similarly situated. On January 27, 2015, the Defendants removed the action to the United States District Court for the Northern District of California. On January 12, 2015, Plaintiff Plumbers & Pipefitters Local 178 Health & Welfare Trust Fund, an indirect purchaser, filed a class action complaint in the United States District Court for the Northern District of Illinois on behalf of itself and others similarly situated. On December 12, 2014, the United States Judicial Panel on Multidistrict Litigation ordered the pending actions transferred to the Northern District of Illinois for coordinated pretrial proceedings, as In Re Opana ER Antitrust Litigation. On March 26, 2015 Walgreen Co., The Kruger Co., Safeway Inc., HEB Grocery Company L.P., Albertson’s LLC, direct purchasers, filed a separate complaint in the United States District Court for the Northern District of Illinois. On April 23, 2015, Rite Aid Corporation and Rite Aid Hdqtrs. Corp, direct purchasers, filed a separate complaint in the United States District Court for the Northern District of Illinois. On February 1, 2016, CVS Pharmacy, Inc. filed a separate complaint in the United States District Court for the Northern District of Illinois. In each case, the complaints allege that Endo engaged in an anticompetitive scheme by, among other things, entering into an anticompetitive settlement agreement with the Company to delay generic competition of Opana ER® and in violation of state and federal antitrust laws. Plaintiffs seek, among other things, unspecified monetary damages and equitable relief, including disgorgement and restitution. Consolidated amended complaints were filed on May 4, 2015. Defendants filed motions to dismiss the complaints on July 3, 2015. On February 10, 2016, the Court denied defendants’ motion to dismiss the direct purchasers’ consolidated amended complaint. On the same date, the Court granted in part and denied in part defendants’ motion to dismiss the indirect purchasers’ consolidated amended complaint. In particular, the Court dismissed with prejudice the indirect purchasers’ claims under the state laws of Illinois, Puerto Rico, Rhode Island, Kansas and Mississippi and gave the indirect purchasers twenty-one (21) days to re-plead other state law claims. The Court has not ruled on defendants’ separate motion to dismiss the retailers’ complaints. Discovery has not commenced. No trial date has been scheduled. Civil Investigation Demand from the Attorney General of the State of Alaska On February 10, 2015, the Company received three CIDs from the Office of the Attorney General of the State of Alaska (“Alaska AG”) concerning its investigations into the drugs Adderall XR ® ® ® United States Department of Justice Investigations Previously on November 6, 2014, the Company disclosed that one of its sales representatives received a grand jury subpoena from the Antitrust Division of the United States Justice Department (the “Justice Department”). In connection with this same investigation, on March 13, 2015, the Company received a grand jury subpoena from the Justice Department requesting the production of information and documents regarding the sales, marketing, and pricing of certain generic prescription medications. In particular, the Justice Department’s investigation currently focuses on four generic medications: digoxin tablets, terbutaline sulfate tablets, prilocaine/lidocaine cream, and calcipotriene topical solution. The Company has been cooperating and intends to continue cooperating with the investigation. However, no assurance can be given as to the timing or outcome of the investigation. Securities and Derivative Class Actions On March 7, 2013 and April 8, 2013, two class action complaints were filed against the Company and certain current and former officers and directors of the Company in the United States District Court for the Northern District of California by Denis Mulligan, individually and on behalf of others similarly situated, and Haverhill Retirement System, individually and on behalf of others similarly situated, respectively (“Securities Class Actions”), alleging that the Company and those named officers and directors violated the federal securities law by making materially false and misleading statements and/or failed to disclose material adverse facts to the public in connection with manufacturing deficiencies at the Hayward, California manufacturing facility, including but not limited to the impact the deficiencies would have on the Company’s ability to gain approval from the FDA for the Company’s branded product candidate, Rytary® and its generic version of Concerta ® On March 19, 2013, Virender Singh, derivatively on behalf of the Company, filed a state court action against certain current and former officers and directors for breach of fiduciary duty and unjust enrichment in the Superior Court of the State of California County of Santa Clara, asserting similar allegations as those in the Securities Class Actions. On November 6, 2014, plaintiff Singh filed a First Amended Complaint, adding allegations similar to those in the Aruliah Class Action (as described below). The parties have agreed to a settlement in this matter and the court granted final approval of the settlement on October 13, 2015. On September 24, 2014, Nicholas Karant, derivatively on behalf of the Company, filed an action against certain current and former officers and directors in the United States District Court for the Northern District of California, asserting similar allegations as those by Virender Singh. On June 25, 2015, the court dismissed Mr. Karant’s complaint without prejudice. On August 13, 2014, a class action complaint was filed against the Company and certain current and former officers and directors of the Company in the United States District Court for the Northern District of California by Linus Aruliah, individually and on behalf of all others similarly situated (“Aruliah Class Action”). The complaint alleged that the Company and those named officers and directors violated the federal securities laws by making materially false and misleading statements and/or failed to disclose material adverse facts to the public in connection with manufacturing deficiencies at the Company’s Taiwan manufacturing facility, including but not limited to the impact the deficiencies would have on the Company’s ability to gain approval from the FDA for the Company’s then branded product candidate, Rytary® (which was subsequently approved by the FDA on January 7, 2015). On January 13, 2015, the Company, together with certain current and former officers and directors of the Company, agreed to settle this securities class action, without any admission or concession of wrongdoing or liability by the Company or the other defendants. Pursuant to the settlement, the Company paid $4.75 million for a full and complete release of all claims that were or could have been asserted against the Company or other defendants in this action. On June 22, 2015, the Court granted preliminary approval of the settlement. On December 21, 2015, the Court granted final approval of the settlement. The Company did not take any charges for the settlement as the settlement amount will be paid for and covered by the Company’s insurance policies. On September 22, 2014, Randall Wickey, derivatively on behalf of the Company, filed an action against certain current and former officers and directors of the Company in the United States District Court for the Northern District of California, alleging breaches of fiduciary duty in connection with the Company’s response to various FDA notices and warnings regarding problems in the manufacturing and quality control processes at the Company’s Hayward, California and Taiwan manufacturing facilities. On November 10, 2014, International Union of Operating Engineers Local 478, derivatively on behalf of the Company, filed an action against certain current and former officers and directors of the Company in the United States District Court for the Northern District of California, asserting similar allegations as those by Randall Wickey. These two derivative actions were consolidated on February 5, 2015 and a consolidated complaint was filed on February 20, 2015. On October 6, 2015, the court dismissed the consolidated complaint with prejudice. Attorney General of the State of Connecticut Interrogatories and Subpoena Duces Tecum On July 14, 2014, the Company received a subpoena and interrogatories (the “Subpoena”) from the State of Connecticut Attorney General (“Connecticut AG”) concerning its investigation into sales of the Company’s generic product, digoxin. According to the Connecticut AG, the investigation is to determine whether anyone engaged in a contract, combination or conspiracy in restraint of trade or commerce which has the effect of (i) fixing, controlling or maintaining prices or (ii) allocating or dividing customers or territories relating to the sale of digoxin in violation of Connecticut state antitrust law. The Company intends to cooperate with the Connecticut AG in producing documents and information in response to the Subpoena. To the knowledge of the Company, no proceedings by the Connecticut AG have been initiated against the Company at this time, however no assurance can be given as to the timing or outcome of this investigation. AWP Litigation On December 30, 2015, Plumbers’ Local Union No. 690 Health Plan and others similarly situated filed a class action against several generic drug manufacturers, including the Company, in the Court of Common Pleas of Philadelphia County, First Judicial District of Pennsylvania, Civil Trial Division, alleging that the Company and others violated the law, including the Pennsylvania Unfair Trade Practices and Consumer Protection law, by inflating the Average Wholesale Price (“AWP”) of certain generic drugs. On February 5, 2016, Delaware Valley Health Care Coalition filed suit asserting similar allegations against the same defendants in the same court. |
Note 23 - Segment Information
Note 23 - Segment Information | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Segment Reporting Disclosure [Text Block] | 23. SEGMENT INFORMATION The Company has two reportable segments, Impax Generics and Impax Specialty Pharma. Impax Generics develops, manufactures, sells, and distributes generic pharmaceutical products, primarily through the following sales channels: the Impax Generics sales channel for sales of generic prescription products directly to wholesalers, large retail drug chains, and others; the Private Label Product sales channel for generic over-the-counter and prescription products sold to unrelated third-party customers who, in turn, sell the products under their own label; the Rx Partner sales channel for generic prescription products sold through unrelated third-party pharmaceutical entities under their own label pursuant to alliance agreements; and the OTC Partner sales channel for over-the-counter products sold through unrelated third-party pharmaceutical entities under their own labels pursuant to alliance and supply agreements. Revenues from the “Impax Generics” sales channel and the “Private Label” sales channel are reported under the caption “Impax Generics sales, net” in “Note 24. Supplementary Financial Information.” The Company also generates revenue in Impax Generics from research and development services provided under a joint development agreement with another unrelated third-party pharmaceutical company, and reports such revenue under the caption “Other Revenues” revenue in “Note 24. Supplementary Financial Information.” Revenues from the “OTC Partner” sales channel are also reported under the caption “Other Revenues” in “Note 24. Supplementary Financial Information.” Impax Specialty Pharma is engaged in the development, sale and distribution of proprietary brand pharmaceutical products that the Company believes represent improvements to already-approved pharmaceutical products addressing central nervous system (“CNS”) disorders and other select specialty segments. Impax Specialty Pharma currently has one internally developed branded pharmaceutical product, Rytary® (IPX066), an extended release oral capsule formulation of carbidopa-levodopa for the treatment of Parkinson’s disease, post-encephalitic parkinsonism, and parkinsonism that may follow carbon monoxide intoxication and/or manganese intoxication, which was approved by the FDA on January 7, 2015 and which the Company launched in April 2015. In November 2015, the European Commission granted marketing authorization for NUMIENT™ (IPX066) (referred to as Rytary® in the United States). The review of the NUMIENT™ application was conducted under the centralized licensing procedure as a therapeutic innovation, and authorization is applicable in all 28 member states of the European Union, as well as Iceland, Liechtenstein and Norway. Impax Specialty Pharma is also engaged in the sale and distribution of four other branded products including Zomig® (zolmitriptan) products, indicated for the treatment of migraine headaches, under the terms of the AZ Agreement with AstraZeneca in the United States and in certain U.S. territories, and Albenza®, indicated for the treatment of tapeworm infections. Revenues from Impax-labeled branded products are reported under the caption “Impax Specialty Pharma sales, net” in “Note 24. Supplementary Financial Information.” Finally, the Company generates revenue in Impax Specialty Pharma from research and development services provided under a development and license agreement with another unrelated third-party pharmaceutical company, and reports such revenue under the caption “Other Revenues” in “Note 24. Supplementary Financial Information.” Impax Specialty Pharma also has a number of product candidates that are in varying stages of development. The Company’s chief operating decision maker evaluates the financial performance of the Company’s segments based upon segment income (loss) before income taxes. Items below income (loss) from operations are not reported by segment, since they are excluded from the measure of segment profitability reviewed by the Company’s chief operating decision maker. Additionally, general and administrative expenses, certain selling expenses, certain litigation settlements, and non-operating income and expenses are included in “Corporate and Other.” The Company does not report balance sheet information by segment since it is not reviewed by the Company’s chief operating decision maker. The accounting policies for the Company’s segments are the same as those described above in the discussion of "Revenue Recognition" and in “Note 4. Summary of Significant Accounting Policies.” The Company has no inter-segment revenue. The tables below present segment information reconciled to total Company financial results, with segment operating income or loss including gross profit less direct research and development expenses, and direct selling expenses as well as any litigation settlements, to the extent specifically identified by segment (in thousands): Impax Impax Specialty Corporate Total Year Ended December 31, 2015 Generics Pharma and Other Company Revenues, net $ 710,932 $ 149,537 $ -- $ 860,469 Cost of revenues 450,045 58,020 -- 508,065 Research and development 58,838 18,144 -- 76,982 Patent litigation 2,942 1,625 -- 4,567 Selling, general and administrative 29,641 52,427 119,219 201,287 Income (loss) before income taxes $ 169,466 $ 19,321 $ (129,419 ) $ 59,368 Impax Impax Specialty Corporate Total Year Ended December 31, 2014 Generics Pharma and Other Company Revenues, net $ 549,082 $ 46,967 $ -- $ 596,049 Cost of revenues 260,459 22,937 -- 283,396 Research and development 40,927 37,715 -- 78,642 Patent litigation 5,333 472 -- 5,808 Selling, general and administrative 17,144 43,307 78,939 139,390 Income (loss) before income taxes $ 225,219 $ (57,464 ) $ (77,196 ) $ 90,559 Impax Impax Impax Specialty Corporate Total Year Ended December 31, 2013 Generics Pharma and Other Company Revenues, net $ 398,340 $ 113,162 $ -- $ 511,502 Cost of revenues 253,836 58,366 -- 312,202 Research and development 41,384 27,470 -- 68,854 Patent litigation 16,545 -- -- 16,545 Selling, general and administrative 17,684 44,915 57,689 120,288 Income (loss) before income taxes $ 68,891 $ (17,589 ) $ 95,638 $ 146,940 Foreign Operations The Company’s wholly-owned subsidiary, Impax Laboratories (Taiwan) Inc., has constructed a facility in Taiwan which is utilized for manufacturing, research and development, warehouse, and administrative functions, with $131.6 and $126.4 of net carrying value of assets, composed principally of a building and equipment, included in the Company's consolidated balance sheets at December 31, 2015 and 2014, respectively. |
Note 24 - Supplementary Financi
Note 24 - Supplementary Financial Information (Unaudited) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information [Text Block] | 24. SUPPLEMENTARY FINANCIAL INFORMATION (UNAUDITED) Selected financial information for the quarterly periods noted is as follows (in thousands, except share and per share data): 2015 Quarters Ended March 31 June 30 September 30 December 31 Revenue: Impax Generics sales, gross $ 355,321 $ 572,079 $ 565,261 $ 705,574 Less: Chargebacks 126,607 228,977 212,588 239,920 Rebates 83,130 140,340 141,646 200,721 Product returns 6,427 7,528 6,276 8,888 Other credits 13,198 23,961 26,295 31,889 Impax Generics sales, net 125,959 171,273 178,456 224,156 Rx Partner 2,239 2,579 1,957 2,532 Other Revenues 543 827 253 158 Impax Generics revenues, net 128,741 174,679 180,666 226,846 Impax Specialty Pharma sales, gross 29,219 65,269 69,286 86,274 Less: Chargebacks 5,561 4,452 5,893 9,159 Rebates 1,418 1,318 1,078 1,991 Product returns 2,620 6,763 2,824 2,641 Other credits 5,492 13,461 19,285 20,866 Impax Specialty Pharma sales, net 14,128 39,275 40,206 51,617 Other Revenues 227 228 227 3,629 Impax Specialty Pharma revenues, net 14,355 39,503 40,433 55,246 Total net revenues 143,096 214,182 221,099 282,092 Gross profit 59,234 84,851 93,549 114,770 Net (loss) income $ (6,333 ) $ (1,852 ) $ 35,755 $ 11,427 Net (loss) income per common share: Basic $ (0.09 ) $ (0.03 ) $ 0.51 $ 0.16 Diluted $ (0.09 ) $ (0.03 ) $ 0.49 $ 0.16 Weighted-average common shares outstanding: Basic 68,967,875 69,338,789 69,820,348 70,416,757 Diluted 68,967,875 69,338,789 72,777,746 72,041,760 Quarterly computations of net (loss) income per share amounts are made independently for each quarterly reporting period, and the sum of the per share amounts for the quarterly reporting periods may not equal the per share amounts for the year-to-date reporting period. 2014 Quarters Ended March 31 June 30 September 30 December 31 Revenue: Impax Generics sales, gross $ 265,850 $ 375,269 $ 340,379 $ 322,707 Less: Chargebacks 95,714 110,518 115,419 131,882 Rebates 52,054 74,079 64,442 66,685 Product returns 1,294 5,140 3,494 993 Other credits 10,671 21,571 13,449 8,288 Impax Generics sales, net 106,117 163,961 143,575 114,859 Rx Partner 2,435 9,204 1,447 1,028 Other Revenues 589 3,229 611 2,028 Impax Generics revenues, net 109,141 176,394 145,633 117,915 Impax Specialty Pharma sales, gross 20,643 24,375 23,840 23,348 Less: Chargebacks 8,230 10,107 8,787 6,720 Rebates 1,070 938 469 1,010 Product returns 181 216 223 475 Other credits 1,853 1,654 2,261 2,074 Impax Specialty Pharma sales, net 9,309 11,460 12,100 13,069 Other Revenues 268 267 266 227 Impax Specialty Pharma revenues, net 9,577 11,727 12,366 13,296 Total net revenues 118,718 188,121 157,999 131,211 Gross profit 57,622 109,772 84,438 60,821 Net income $ 6,425 $ 35,071 $ 15,737 $ 120 Net income per common share: Basic $ 0.09 $ 0.52 $ 0.23 $ 0.00 Diluted $ 0.09 $ 0.50 $ 0.22 $ 0.00 Weighted-average common shares outstanding: Basic 67,702,296 68,095,159 68,254,327 68,678,779 Diluted 69,938,872 70,313,491 70,715,226 70,988,328 Quarterly computations of net income per share amounts are made independently for each quarterly reporting period, and the sum of the per share amounts for the quarterly reporting periods may not equal the per share amounts for the year-to-date reporting period. |
Note 25 - Subsequent Events
Note 25 - Subsequent Events | 12 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 25. SUBSEQUENT EVENTS On January 15, 2016, the Company announced that the FDA approved the Company's supplemental new drug application for EMVERM™ (mebendazole) 100 mg chewable tablets. EMVERM is indicated for the treatment of Enterobius vermicularis (pinworm), Trichuris trichiura (whipworm), Ascaris lumbricoides (common roundworm), Ancylostoma duodenale (common hookworm), Necator americanus (American hookworm) in single or mixed infections. On February 17, 2016, the Company announced that the FDA approved the Company’s abbreviated new drug application for dextroamphetamine saccharate, amphetamine aspartate monohydrate, dextroamphetamine sulfate and amphetamine sulfate (mixed salts of a single-entity amphetamine product) extended-release capsules, CII, 5 mg, 10 mg, 15 mg, 20 mg, 25 mg and 30 mg, a generic version of Adderall XR®. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 12 Months Ended |
Dec. 31, 2015 | |
Valuation and Qualifying Accounts [Abstract] | |
Schedule of Valuation and Qualifying Accounts Disclosure [Text Block] | SCHEDULE II, VALUATION AND QUALIFYING ACCOUNTS (In thousands) Column A Column B Column C Column D Column E Balance at Charge to Charge to Balance at Beginning of Costs and Other End of Description Period Expenses Accounts Deductions Period For the Year Ended December 31, 2013: Reserve for bad debts $ 553 --- --- (14 ) $ 539 For the Year Ended December 31, 2014: Reserve for bad debts $ 539 --- --- (24 ) $ 515 For the Year Ended December 31, 2015: Reserve for bad debts $ 515 5,122 9,550* --- $ 15,187 * Represents reserve for bad debts acquired. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The consolidated financial statements of the Company include the accounts of the operating parent company, Impax Laboratories, Inc., its wholly owned subsidiaries, including Impax Laboratories (Taiwan), Inc., Impax Laboratories USA, LLC, ThoRx Laboratories, Inc., Impax International Holding, Inc., Impax Holdings, LLC, Impax Laboratories (Netherlands) B.V., Impax Laboratories (Netherlands) C.V., Lineage and Tower, including operating subsidiaries CorePharma, Amedra Pharmaceuticals, Mountain, LLC and Trail Services, Inc., in addition to an equity investment in Prohealth Biotech, Inc. (“Prohealth”), in which the Company held a 57.54% majority ownership interest at December 31, 2015. All significant intercompany accounts and transactions have been eliminated. |
Foreign Currency Transactions and Translations Policy [Policy Text Block] | Foreign Currency Translation The Company translates the assets and liabilities of the Taiwan dollar functional currency of its majority-owned affiliate Prohealth and its wholly-owned subsidiary Impax Laboratories (Taiwan), Inc. into the U.S. dollar reporting currency using exchange rates in effect at the end of each reporting period. The revenues and expenses of these entities are translated using an average of the rates in effect during the reporting period. Gains and losses from these translations are recorded as currency translation adjustments included in the consolidated statements of comprehensive income and the consolidated statements of changes in stockholders’ equity. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“GAAP”) and the rules and regulations of the U.S. Securities & Exchange Commission (“SEC”) requires the use of estimates and assumptions, based on complex judgments considered reasonable, and affect the reported amounts of assets and liabilities and disclosure of contingent assets and contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The most significant judgments are employed in estimates used in determining values of tangible and intangible assets, derivatives, legal contingencies, tax assets and tax liabilities, fair value of share-based compensation related to equity incentive awards issued to employees and directors, and estimates used in applying the Company’s revenue recognition policy, including those related to accrued chargebacks, rebates, product returns, Medicare, Medicaid, and other government rebate programs, shelf-stock adjustments, and the timing and amount of deferred and recognized revenue and deferred and amortized product manufacturing costs related to alliance and collaboration agreements. Actual results may differ from estimated results. |
Reclassification, Policy [Policy Text Block] | Reclassifications Certain prior year amounts have been reclassified to conform to the presentation for the year ended December 31, 2015. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents The Company considers all short-term investments with maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents are stated at cost, which, for cash equivalents, approximates fair value due to their short-term maturity. The Company is potentially subject to financial instrument concentration of credit risk through its cash and cash equivalents. The Company maintains cash and cash equivalents with several major financial institutions. Such amounts frequently exceed Federal Deposit Insurance Corporation (“FDIC”) limits. |
Investment, Policy [Policy Text Block] | Short-Term Investments Short-term investments represented investments in fixed rate financial instruments with maturities of greater than three months but less than 12 months at the time of purchase. The Company’s short-term investments were held in U.S. Treasury securities, corporate bonds, and high grade commercial paper, which are not insured by the FDIC. They were stated at amortized cost, which approximated fair value due to their short-term maturity, generally based upon observable market values of similar securities. |
Receivables, Policy [Policy Text Block] | Allowance for Doubtful Accounts The Company maintains allowances for doubtful accounts for estimated losses resulting from amounts deemed to be uncollectible from its customers; these allowances are for specific amounts on certain accounts based on facts and circumstances determined on a case-by-case basis. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk are cash, cash equivalents, and accounts receivable. The Company limits its credit risk associated with cash and cash equivalents by placing its investments with high quality money market funds, corporate debt, and short-term commercial paper and in securities backed by the U.S. Government. The Company limits its credit risk with respect to accounts receivable by performing credit evaluations when deemed necessary. The Company does not require collateral to secure amounts owed to it by its customers. The following tables present the percentage of total accounts receivable and gross revenues represented by the Company’s five largest customers as of and for the years ended December 31, 2015, 2014 and 2013: Percent of Total Accounts Receivable 2015 2014 2013 Customer #1 52.4 % 36.9 % 28.8 % Customer #2 24.8 % 28.2 % 35.1 % Customer #3 14.4 % 19.6 % 18.5 % Customer #4 1.0 % 1.8 % 2.9 % Customer #5 0.7 % 0.6 % 0.9 % Customer #6 0.6 % 1.7 % 1.4 % Customer #7 0.5 % 1.7 % 2.0 % Total five largest customers 94.4 % 90.5 % 89.6 % Percent of Gross Revenues 2015 2014 2013 Customer #1 45.6 % 36.0 % 30.6 % Customer #2 21.7 % 20.7 % 25.1 % Customer #3 18.8 % 19.3 % 20.3 % Customer #4 1.4 % 2.5 % 2.5 % Customer #5 1.1 % 1.8 % 1.8 % Customer #6 0.4 % 1.9 % 0.3 % Customer #7 -- % 1.5 % 2.4 % Total five largest customers 89.0 % 83.7 % 83.0 % During the years ended December 31, 2015, 2014 and 2013, the Company’s top ten products accounted for 75%, 62% and 68%, respectively, of total Impax product sales, net. Refer to “Note 24. Supplemental Financial Information” for more information. In July 2015, the Company received an unsolicited offer from Turing Pharmaceuticals AG (“Turing”) to purchase the U.S. rights to Daraprim®, one of the marketed products acquired in the Tower acquisition, as well as the active pharmaceutical ingredient for the product and the finished goods inventory on hand. Pursuant to the terms of the Asset Purchase Agreement between the Company and Turing dated August 7, 2015 (the “Turing APA”), the Company also granted a limited license to sell the existing Daraprim® product under the Company’s labeler code with the Company’s trade dress. The sale closed on August 7, 2015. In accordance with the terms of the Turing APA, the Company received and is initially responsible for processing and paying (subject to reimbursement by Turing), all chargebacks and rebates resulting from utilization by Medicaid, Medicare and other federal, state and local governmental programs, health plans and other health care providers for product sold under the Company’s labeler code. Under the terms of the Turing APA, Turing is responsible for liabilities related to chargebacks and rebates that arise as a result of Turing’s marketing or selling related activities. During the fourth quarter of 2015, the Company began receiving invoices for chargebacks from wholesalers and rebates from various state Medicaid agencies for Daraprim® purchases made by governmental agencies during the third quarter of 2015. As a result, the Company recorded a $40.6 million receivable representing an estimate for the third and fourth quarter 2015 reimbursement amounts owed by Turing to the Company. In addition, the Company recorded an accrued liability for the corresponding offsetting amount owed to wholesalers, Medicaid and other governmental agencies. The Company and Turing are currently in the process of finalizing the reimbursement amount owed by Turing to the Company for such chargebacks and rebates. If Turing for any reason does not, or is unable to, make such reimbursement payments to the Company, it could result in a material charge to the Company. |
Inventory, Policy [Policy Text Block] | Inventory Inventory is stated at the lower of cost or market. Cost is determined using a standard cost method, and the cost flow assumption is first in, first out (“FIFO”) flow of goods. Standard costs are revised annually, and significant variances between actual costs and standard costs are apportioned to inventory and cost of goods sold based upon inventory turnover. Costs include materials, labor, quality control, and production overhead. Inventory is adjusted for short-dated, unmarketable inventory equal to the difference between the cost of inventory and the estimated value based upon assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by the Company, additional inventory write-downs may be required. Consistent with industry practice, the Company may build pre-launch inventories of certain products which are pending required approval from the FDA and/or resolution of patent infringement litigation, when, in the Company’s assessment, such action is appropriate to prepare for the anticipated commercial launch and FDA approval is expected in the near term and/or the related litigation will be resolved in the Company’s favor. The Company accounts for all costs of idle facilities, excess freight and handling costs, and wasted materials (spoilage) as a current period charge in accordance with GAAP. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property, Plant and Equipment Property, plant and equipment are recorded at cost. Maintenance and repairs are charged to expense as incurred and costs of improvements and renewals are capitalized. Costs incurred in connection with the construction or major renovation of facilities, including interest directly related to such projects, are capitalized as construction in progress. Depreciation is recognized using the straight-line method based on the estimated useful lives of the related assets, which are generally 40 years for buildings, 10 to 15 years for building improvements, eight to 10 years for equipment, and four to 10 years for office furniture and equipment. Land and construction-in-progress are not depreciated. |
Intangible Assets, Finite-Lived, Policy [Policy Text Block] | The Company’s intangible assets include both indefinite lived and finite lived assets. Indefinite lived intangible assets are not amortized. In-process research and development assets acquired in a business combination are considered indefinite lived until the completion or abandonment of the associated research and development efforts. Finite lived intangible assets are amortized over the estimated useful life based on the pattern in which the economic benefits of the intangible asset are consumed or otherwise used up. If that pattern cannot be reliably determined, the straight-line amortization method is used. All of the Company’s intangible assets are tested for impairment at least annually during the fourth quarter of the fiscal year, or more often if indicators of impairment are present. Impairment testing requires management to estimate the future undiscounted cash flows of the finite lived intangible assets using assumptions believed to be reasonable, but which are unpredictable and inherently uncertain. Actual future cash flows may differ from the estimates used in the impairment testing. The Company recognizes an impairment loss when and to the extent that the estimated fair value of an intangible asset is less than its carrying value |
Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block] | Goodwill In accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification™ (“ASC”) Topic 350, "Goodwill and Other Intangibles", rather than recording periodic amortization, goodwill is subject to an annual assessment for impairment by applying a fair value based test. Under FASB ASC Topic 350, if the fair value of the reporting unit exceeds the reporting unit’s carrying value, including goodwill, then goodwill is considered not impaired, making further analysis not required. The Company considers the Impax Generics division and the Impax Specialty Pharma division operating segments to each be a reporting unit. The Company attributes $60.2 million of goodwill to the Impax Specialty Pharma division and $150.0 million of goodwill to the Impax Generics division. The Company concluded the carrying value of goodwill was not impaired as of December 31, 2015 and 2014 as the fair value of the Impax Specialty Pharma division and the Impax Generics division exceeded their carrying value at each date. The Company performs its annual goodwill impairment test in the fourth quarter of each year. The Company estimated the fair value of the Impax Specialty Pharma division and the Impax Generics division using a discounted cash flow model for both the reporting unit and the enterprise. In addition, on a quarterly basis, the Company performs a review of its business operations to determine whether events or changes in circumstances have occurred which could have a material adverse effect on the estimated fair value of each reporting unit, and thus indicate a potential impairment of the goodwill carrying value. If such events or changes in circumstances were deemed to have occurred, the Company would perform an interim impairment analysis, which may include the preparation of a discounted cash flow model, or consultation with one or more valuation specialists, to determine the impact, if any, on the Company’s assessment of the reporting unit’s fair value. The Company has not to date deemed there to have been any significant adverse changes in the legal, regulatory, or general economic environment in which the Company conducts its business operations. |
Derivatives, Policy [Policy Text Block] | Derivatives The Company generally does not use derivative instruments or engage in hedging activities in its ordinary course of business. Prior to June 30, 2015, the Company had no derivative assets or liabilities and did not engage in any hedging activities. As a result of the Company’s June 30, 2015 issuance of the convertible senior notes described in “Note 14. Debt”, the conversion option of the notes temporarily met the criteria for an embedded derivative liability which required bifurcation and separate accounting. Concurrently with the issuance of the notes, the Company entered into a series of convertible note hedge and warrant transactions which in combination are designed to reduce the potential dilution to the Company’s stockholders and/or offset the cash payments the Company is required to make in excess of the principal amount upon conversion of the notes. See “Note 8. Derivatives” and “Note 15. Stockholders’ Equity” for additional information regarding the note hedge transactions and warrant transactions. While the warrants sold were classified as equity and recorded in additional paid-in capital, the call options purchased were temporarily classified as a bond hedge derivative asset on the Company’s consolidated balance sheet. The Company engaged a third-party valuation firm with expertise in valuing financial instruments to determine the fair value of the bond hedge derivative asset and conversion option derivative liability at each reporting period. The Company’s interim consolidated balance sheets reflected the fair value of the derivative asset and liability as of the reporting date, and changes in the fair value were reflected in current period earnings, as appropriate. As result of the amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of the Company's common stock discussed in “Note 15. Stockholders’ Equity,” both the derivative asset and liability were reclassified to additional paid-in capital. The Company had no derivative assets or liabilities and did not engage in any hedging activities as of December 31, 2015. |
Commitments and Contingencies, Policy [Policy Text Block] | Contingencies In the normal course of business, the Company is subject to loss contingencies, such as legal proceedings and claims arising out of its business, covering a wide range of matters, including, among others, patent litigation, stockholder lawsuits, and product and clinical trial liability. In accordance with FASB ASC Topic 450, "Contingencies", the Company records accruals for such loss contingencies when it is probable a liability will have been incurred and the amount of loss can be reasonably estimated. The Company, in accordance with FASB ASC Topic 450, does not recognize gain contingencies until realized. The Company records an accrual for legal costs in the period incurred. |
Deferred Charges, Policy [Policy Text Block] | Deferred Financing Costs The Company capitalizes direct costs incurred to obtain debt financing and amortizes these costs to interest expense using the effective interest method over the term of the debt. These costs are recorded as a debt discount and the unamortized costs are netted against the related debt on the Company’s consolidated balance sheet. For line-of-credit arrangements with no outstanding borrowing, the costs incurred to obtain the credit facility are amortized to interest expense using the straight-line method over the term of the line-of-credit arrangement. The unamortized balance is included in other assets on the Company’s consolidated balance sheet. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition The Company recognizes revenue when the earnings process is complete, which under SEC Staff Accounting Bulletin No. 104, Topic No. 13, “Revenue Recognition” (“SAB 104”), is when revenue is realized or realizable and earned, there is persuasive evidence a revenue arrangement exists, delivery of goods or services has occurred, the sales price is fixed or determinable, and collectability is reasonably assured. The Company accounts for material revenue arrangements which contain multiple deliverables in accordance with FASB ASC Topic 605-25, revenue recognition for arrangements with multiple elements, which addresses the determination of whether an arrangement involving multiple deliverables contains more than one unit of accounting. A delivered item within an arrangement is considered a separate unit of accounting only if both of the following criteria are met: ● the delivered item has value to the customer on a stand-alone basis; and ● if the arrangement includes a general right of return relative to the delivered item, delivery or performance of the undelivered item is considered probable and substantially in the control of the vendor. Under FASB ASC Topic 605-25, if both of the criteria above are not met, then separate accounting for the individual deliverables is not appropriate. Revenue recognition for arrangements with multiple deliverables constituting a single unit of accounting is recognized generally over the greater of the term of the arrangement or the expected period of performance, either on a straight-line basis or on a modified proportional performance method. The Company accounts for milestones related to research and development activities in accordance with FASB ASC Topic 605-28, milestone method of revenue recognition. FASB ASC Topic 605-28 allows for the recognition of consideration, which is contingent on the achievement of a substantive milestone, in its entirety in the period the milestone is achieved. A milestone is considered to be substantive if all of the following criteria are met: the milestone is commensurate with either: (1) the performance required to achieve the milestone, or (2) the enhancement of the value of the delivered items resulting from the performance required to achieve the milestone; the milestone relates solely to past performance; and, the milestone payment is reasonable relative to all of the deliverables and payment terms within the agreement. Impax Generics revenues, net, and Impax Specialty Pharma revenues, net The Impax Generics revenues, net and Impax Specialty Pharma revenues, net include revenue recognized related to shipments of generic and branded pharmaceutical products to the Company’s customers, primarily drug wholesalers and retail chains. Gross sales revenue is recognized at the time title and risk of loss passes to the customer, which is generally when product is received by the customer. Impax Generics and Impax Specialty Pharma revenue, net may include deductions from the gross sales price related to estimates for chargebacks, rebates, distribution service fees, returns, shelf-stock, and other pricing adjustments. The Company records an estimate for these deductions in the same period when revenue is recognized. A summary of each of these deductions is as follows: Chargebacks The Company has agreements establishing contract prices for certain products with certain indirect customers, such as managed care organizations, hospitals and government agencies who purchase products from drug wholesalers. The contract prices are lower than the prices the customer would otherwise pay to the wholesaler, and the price difference is referred to as a chargeback, which generally takes the form of a credit memo issued by the Company to reduce the invoiced gross selling price charged to the wholesaler. An estimated accrued provision for chargeback deductions is recognized at the time of product shipment. The primary factors considered when estimating the provision for chargebacks are the average historical chargeback credits given, the mix of products shipped, and the amount of inventory on hand at the major drug wholesalers with whom the Company does business. The Company also monitors actual chargebacks granted and compares them to the estimated provision for chargebacks to assess the reasonableness of the chargeback reserve at each quarterly balance sheet date. Rebates The Company maintains various rebate programs with its customers in an effort to maintain a competitive position in the marketplace and to promote sales and customer loyalty. The rebates generally take the form of a credit memo to reduce the invoiced gross selling price charged to a customer for products shipped. An estimated accrued provision for rebate deductions is recognized at the time of product shipment. The primary factors the Company considers when estimating the provision for rebates are the average historical experience of aggregate credits issued, the mix of products shipped and the historical relationship of rebates as a percentage of total gross product sales, the contract terms and conditions of the various rebate programs in effect at the time of shipment, and the amount of inventory on hand at the major drug wholesalers with whom the Company does business. The Company also monitors actual rebates granted and compares them to the estimated provision for rebates to assess the reasonableness of the rebate reserve at each quarterly balance sheet date. Distribution Service Fees The Company pays distribution service fees to several of its wholesaler customers related to sales of its Impax Products. The wholesalers are generally obligated to provide the Company with periodic outbound sales information as well as inventory levels of the Company’s Impax Products held in their warehouses. Additionally, the wholesalers have agreed to manage the variability of their purchases and inventory levels within specified days on hand limits. An accrued provision for distribution service fees is recognized at the time products are shipped to wholesalers. Returns The Company allows its customers to return product if approved by authorized personnel in writing or by telephone with the lot number and expiration date accompanying any request and if such products are returned within six months prior to or until twelve months following, the products’ expiration date. The Company estimates and recognizes an accrued provision for product returns as a percentage of gross sales based upon historical experience. The product return reserve is estimated using a historical lag period, which is the time between when the product is sold and when it is ultimately returned, and estimated return rates which may be adjusted based on various assumptions including changes to internal policies and procedures, changes in business practices, and commercial terms with customers, competitive position of each product, amount of inventory in the wholesaler supply chain, the introduction of new products, and changes in market sales information. The Company also considers other factors, including significant market changes which may impact future expected returns, and actual product returns. The Company monitors actual returns on a quarterly basis and may record specific provisions for returns it believes are not covered by historical percentages. Shelf-Stock Adjustments Based upon competitive market conditions, the Company may reduce the selling price of certain Impax Generics division products. The Company may issue a credit against the sales amount to a customer based upon their remaining inventory of the product in question, provided the customer agrees to continue to make future purchases of product from the Company. This type of customer credit is referred to as a shelf-stock adjustment, which is the difference between the sales price and the revised lower sales price, multiplied by an estimate of the number of product units on hand at a given date. Decreases in selling prices are discretionary decisions made by the Company in response to market conditions, including estimated launch dates of competing products and declines in market price. The Company records an estimate for shelf-stock adjustments in the period it agrees to grant such a credit memo to a customer. Medicaid and Other Government Pricing Programs As required by law, the Company provides a rebate on drugs dispensed under the Medicaid program, Medicare Part D, TRICARE, and other U.S. government pricing programs. The Company determines its estimated government rebate accrual primarily based on historical experience of claims submitted by the various states and other jurisdictions and any new information regarding changes in the various programs which may impact the Company’s estimate of government rebates. In determining the appropriate accrual amount, the Company considers historical payment rates and processing lag for outstanding claims and payments. The Company records estimates for government rebates as a deduction from gross sales, with a corresponding adjustment to accrued liabilities. Cash Discounts The Company offers cash discounts to its customers, generally 2% of the gross selling price, as an incentive for paying within invoice terms, which generally range from 30 to 90 days. An estimate of cash discounts is recorded in the same period when revenue is recognized. Rx Partner and OTC Partner: The Rx Partner and OTC Partner contracts include revenue recognized under alliance and collaboration agreements between the Company and unrelated third-party pharmaceutical companies. The Company has entered into these alliance agreements to develop marketing and/or distribution relationships with its partners to fully leverage its technology platform. The Rx Partners and OTC Partners alliance agreements obligate the Company to deliver multiple goods and/or services over extended periods. Such deliverables include manufactured pharmaceutical products, exclusive and semi-exclusive marketing rights, distribution licenses, and research and development services. In exchange for these deliverables the Company receives payments from its agreement partners for product shipments and research and development services, and may also receive other payments including royalty, profit sharing, upfront, and periodic milestone payments. Revenue received from the alliance agreement partners for product shipments under these agreements is not subject to deductions for chargebacks, rebates, product returns, and other pricing adjustments. Royalty and profit sharing amounts the Company receives under these agreements are calculated by the respective agreement partner, with such royalty and profit share amounts generally based upon estimates of net product sales or gross profit which include estimates of deductions for chargebacks, rebates, product returns, and other adjustments the alliance agreement partners may negotiate with their respective customers. The Company records the agreement partner's adjustments to such estimated amounts in the period the agreement partner reports the amounts to the Company. The Company applies the updated guidance of ASC 605-25 “Multiple Element Arrangements” to the Strategic Alliance Agreement, as amended with Teva Pharmaceuticals Curacao N.V., a subsidiary of Teva Pharmaceutical Industries Limited (“Teva Agreement”). The Company looks to the underlying delivery of goods and/or services which give rise to the payment of consideration under the Teva Agreement to determine the appropriate revenue recognition. The Company initially defers consideration received as a result of research and development-related activities performed under the Teva Agreement. The Company recognizes deferred revenue on a straight-line basis over the expected period of performance for such services. Consideration received as a result of the manufacture and delivery of products under the Teva Agreement is recognized at the time title and risk of loss passes to the customer which is generally when product is received by Teva. The Company recognizes profit share revenue in the period earned. OTC Partner revenue is related to agreements with Pfizer, Inc., formerly Wyeth LLC (“Pfizer”) and L. Perrigo Company (“Perrigo”) with respect to the supply of over-the-counter pharmaceutical products. The OTC Partner sales channel is no longer a core area of the business, and the over-the-counter pharmaceutical products the Company sells through this sales channel are older products which are only sold to Pfizer and Perrigo. The Company is currently only required to manufacture the over-the-counter pharmaceutical products under its agreements with Pfizer and Perrigo. The Company recognizes profit share revenue in the period earned. Research Partner: The Research Partner contract includes revenue recognized under development agreements with unrelated third-party pharmaceutical companies. The development agreements generally obligate the Company to provide research and development services over multiple periods. In exchange for this service, the Company received upfront payments upon signing of each development agreement and is eligible to receive contingent milestone payments, based upon the achievement of contractually specified events. Additionally, the Company may also receive royalty payments from the sale, if any, of a successfully developed and commercialized product under one of these development agreements. The Company recognizes revenue received from the achievement of contingent research and development milestones in the period such payment is earned. Royalty fee income, if any, will be recognized as current period revenue when earned. |
Shipping and Handling Cost, Policy [Policy Text Block] | Shipping and Handling Fees and Costs Shipping and handling fees related to sales transactions are recorded as selling expense. Shipping costs were $2,304,000, $2,382,000 and $1,890,000 for the years ended December 31, 2015, 2014 and 2013, respectively. |
Research and Development Expense, Policy [Policy Text Block] | Research and Development Expenses Research and development activities are expensed as incurred and consist of self-funded research and development costs and costs associated with work performed by other participants under collaborative research and development agreements. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Share-Based Compensation The Company accounts for stock-based employee compensation arrangements in accordance with provisions of FASB ASC Topic 718 “Stock Compensation”. Under FASB ASC Topic 718, the Company recognizes the grant date fair value of stock-based employee compensation as expense on a straight-line basis over the vesting period of the grant. The Company uses the Black Scholes option pricing model to determine the grant date fair value of employee stock options; the fair value of restricted stock awards is equal to the closing price of the Company’s stock on the date such award was granted. |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company provides for income taxes using the asset and liability method as required by FASB ASC Topic 740, “Income Taxes”. This approach recognizes the amount of federal, state, local taxes, and foreign taxes payable or refundable for the current year, as well as deferred tax assets and liabilities for the future tax consequences of events recognized in the consolidated financial statements and income tax returns. Deferred income tax assets and liabilities are adjusted to recognize the effects of changes in tax laws or enacted tax rates in the period during which they are signed into law. Under FASB ASC Topic 740, a valuation allowance is required when it is more likely than not all or some portion of the deferred tax assets will not be realized through generating sufficient future taxable income. FASB ASC Topic 740, Sub-topic 10 “Tax Positions”, defines the criterion an individual tax position must meet for any part of the benefit of the tax position to be recognized in financial statements prepared in conformity with generally accepted accounting principles. Under FASB ASC Topic 740, Sub-topic 10, the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based solely on the technical merits of the tax position. The tax benefits recognized in the financial statements from such a tax position should be measured based on the largest benefit having a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority. Additionally, FASB ASC Topic 740, Sub-topic 10 provides guidance on measurement, de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. In accordance with the disclosure requirements of FASB ASC Topic 740, Sub-topic 10, the Company’s policy on income statement classification of interest and penalties related to income tax obligations is to include such items as part of total interest expense and other expense, respectively. |
Comprehensive Income, Policy [Policy Text Block] | Other Comprehensive Income The Company follows the provisions of FASB ASC Topic 220, ”Comprehensive Income”, which establishes standards for the reporting and display of comprehensive income and its components. Comprehensive income is defined to include all changes in equity during a period except those resulting from investments by owners and distributions to owners. The Company recorded foreign currency translation gains and losses, which are reported as comprehensive income. Foreign currency translation losses for the years ended December 31, 2015, 2014 and 2013 were $4,454,000, $7,149,000 and $4,104,000 respectively. |
Note 2 - Business Acquisition (
Note 2 - Business Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Note 2 - Business Acquisition (Tables) [Line Items] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Accounts receivable (1) $ 56,851 Inventory 31,259 Income tax receivable and other prepaid expenses 11,690 Deferred income taxes 24,508 Property, plant and equipment 27,540 Intangible assets 632,600 Assets held for sale 4,000 Goodwill 182,592 Other non-current assets 3,844 Total assets assumed 974,884 Current liabilities 64,938 Other non-current liabilities 7,799 Deferred tax liability 210,799 Total liabilities assumed 283,536 Cash paid, net of cash acquired $ 691,348 |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Gross Carrying Accumulated Intangible December 31, 2015 Value Amortization Assets, Net Amortized intangible assets: Marketed product rights $ 458,676 $ (82,906 ) $ 375,770 Royalties 2,200 (189 ) 2,011 460,876 (83,095 ) 377,781 Non-amortized intangible assets: Acquired IPR&D product rights 145,640 - 145,640 Acquired future royalty rights 78,600 - 78,600 224,240 - 224,240 Total intangible assets $ 685,115 $ (83,095 ) $ 602,020 Gross Carrying Accumulated Intangible December 31, 2014 Value Amortization Assets, Net Amortized intangible assets: Marketed product rights $ 63,329 $ (43,118 ) $ 20,211 Non-amortized intangible assets: Acquired IPR&D product rights 6,500 - 6,500 Total intangible assets $ 69,829 $ (43,118 ) $ 26,711 |
Business Acquisition, Pro Forma Information [Table Text Block] | Year Ended December 31, 2015 2014 Total revenues $ 892,906 $ 819,838 Net income $ 54,285 $ 30,838 |
Tower and Lineage [Member] | |
Note 2 - Business Acquisition (Tables) [Line Items] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Estimated Fair Value (in thousands) Weighted- Average Estimated Useful Life (in years) Currently marketed product rights $ 381,100 13 Royalties 80,800 12 In-process research and development 170,700 n/a Total intangible assets $ 632,600 12 |
Note 4 - Summary of Significa36
Note 4 - Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Schedules of Concentration of Risk, by Risk Factor [Table Text Block] | Percent of Total Accounts Receivable 2015 2014 2013 Customer #1 52.4 % 36.9 % 28.8 % Customer #2 24.8 % 28.2 % 35.1 % Customer #3 14.4 % 19.6 % 18.5 % Customer #4 1.0 % 1.8 % 2.9 % Customer #5 0.7 % 0.6 % 0.9 % Customer #6 0.6 % 1.7 % 1.4 % Customer #7 0.5 % 1.7 % 2.0 % Total five largest customers 94.4 % 90.5 % 89.6 % Percent of Gross Revenues 2015 2014 2013 Customer #1 45.6 % 36.0 % 30.6 % Customer #2 21.7 % 20.7 % 25.1 % Customer #3 18.8 % 19.3 % 20.3 % Customer #4 1.4 % 2.5 % 2.5 % Customer #5 1.1 % 1.8 % 1.8 % Customer #6 0.4 % 1.9 % 0.3 % Customer #7 -- % 1.5 % 2.4 % Total five largest customers 89.0 % 83.7 % 83.0 % |
Note 6 - Fair Value Measureme37
Note 6 - Fair Value Measurement and Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | As of December 31, 2015 Fair Value Measurement Based on Carrying Amount Fair Value Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets Deferred compensation plan asset (1) $ 30,726 $ 30,726 $ - $ 30,726 $ - Liabilities 2% convertible senior notes due June 2022 (2) $ 600,000 $ 602,250 $ 602,250 $ - $ - Deferred compensation plan liability (1) $ 25,581 $ 25,581 $ - $ 25,581 $ - As of December 31, 2014 Fair Value Measurement Based on Carrying Amount Fair Value Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets Short-term investments $ 199,983 $ 199,899 $ 199,899 $ - $ - Deferred compensation plan asset (1) $ 29,241 $ 29,241 $ - $ 29,241 $ - Liabilities Deferred compensation plan liability (1) $ 25,837 $ 25,837 $ - $ 25,837 $ - |
Note 7 - Short-term Investmen38
Note 7 - Short-term Investments (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Investments Schedule [Abstract] | |
Held-to-maturity Securities [Table Text Block] | Gross Gross Amortized Unrecognized Unrecognized Fair December 31, 2014 Cost Gains Losses Value Commercial paper $ 68,972 $ 17 $ -- $ 68,989 Corporate bonds 131,011 -- (101 ) 130,910 Total short-term investments $ 199,983 $ 17 $ (101 ) $ 199,899 |
Note 8 - Derivatives (Tables)
Note 8 - Derivatives (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Assets at Fair Value [Table Text Block] | Common stock price $42.56 Exercise price $63.35 Risk-free interest rate 1.9% Volatility 40% Dividend yield 0% Remaining contractual term (in years) 6.5 |
Schedule of Derivative Liabilities at Fair Value [Table Text Block] | Common stock price $42.56 Exercise price $63.35 Risk-free interest rate 1.9% Volatility 40% Annual coupon rate 2% Remaining contractual term (in years) 6.5 |
Note 9 - Accounts Receivable (T
Note 9 - Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Receivables [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | December 31, December 31, 2015 2014 Gross accounts receivable $ 738,730 $ 287,362 Less: Rebate reserve (265,229 ) (88,812 ) Less: Chargeback reserve (102,630 ) (43,125 ) Less: Distribution services reserve (12,576 ) (1,331 ) Less: Discount reserve (18,657 ) (7,089 ) Less: Uncollectible accounts reserve (15,187 ) (515 ) Accounts receivable, net $ 324,451 $ 146,490 |
Allowance for Credit Losses on Financing Receivables [Table Text Block] | December 31, December 31, December 31, Rebate reserve 2015 2014 2013 Beginning balance $ 88,812 $ 88,449 $ 46,011 Acquired balances 75,447 -- -- Provision recorded during the period 571,642 260,747 193,288 Credits issued during the period (470,672 ) (260,384 ) (150,850 ) Ending balance $ 265,229 $ 88,812 $ 88,449 December 31, December 31, December 31, Chargeback reserve 2015 2014 2013 Beginning balance $ 43,125 $ 37,066 $ 18,410 Acquired balances 24,532 -- -- Provision recorded during the period 833,157 487,377 389,707 Credits issued during the period (798,184 ) (481,318 ) (371,051 ) Ending balance $ 102,630 $ 43,125 $ 37,066 |
Note 10 - Inventory (Tables)
Note 10 - Inventory (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | December 31, December 31, 2015 2014 Raw materials $ 52,366 $ 34,681 Work in process 4,417 2,447 Finished goods 82,311 55,102 Total inventory 139,094 92,230 Less: Non-current inventory 13,512 11,660 Total inventory-current $ 125,582 $ 80,570 |
Note 11 - Property, Plant and42
Note 11 - Property, Plant and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | December 31, December 31, 2015 2014 Land $ 5,773 $ 5,773 Buildings and improvements 165,322 154,374 Equipment 135,998 122,184 Office furniture and equipment 14,548 12,623 Construction-in-progress 25,659 9,404 Property, plant and equipment, gross $ 347,300 $ 304,358 Less: Accumulated depreciation (133,144 ) (116,189 ) Property, plant and equipment, net $ 214,156 $ 188,169 |
Note 12 - Intangible Assets a43
Note 12 - Intangible Assets and Goodwill (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets [Table Text Block] | Gross Carrying Accumulated Intangible December 31, 2015 Value Amortization Assets, Net Amortized intangible assets: Marketed product rights $ 458,676 $ (82,906 ) $ 375,770 Royalties 2,200 (189 ) 2,011 460,876 (83,095 ) 377,781 Non-amortized intangible assets: Acquired IPR&D product rights 145,640 - 145,640 Acquired future royalty rights 78,600 - 78,600 224,240 - 224,240 Total intangible assets $ 685,115 $ (83,095 ) $ 602,020 Gross Carrying Accumulated Intangible December 31, 2014 Value Amortization Assets, Net Amortized intangible assets: Marketed product rights $ 63,329 $ (43,118 ) $ 20,211 Non-amortized intangible assets: Acquired IPR&D product rights 6,500 - 6,500 Total intangible assets $ 69,829 $ (43,118 ) $ 26,711 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Amortization For the year ending December 31, Expense 2016 $ 26,753 2017 27,527 2018 32,217 2019 38,863 2020 37,042 Thereafter 215,379 Total $ 377,781 |
Note 13 - Accrued Expenses (Tab
Note 13 - Accrued Expenses (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities [Table Text Block] | December 31, December 31, 2015 2014 Payroll-related expenses $ 37,419 $ 33,812 Product returns 48,950 27,174 Accrued shelf stock 6,619 1,852 Government rebates 91,717 18,272 Legal and professional fees 5,929 9,497 Income taxes payable 830 40 Physician detailing sales force fees 1,132 2,336 Litigation accrual -- 12,750 Interest payable 500 -- Other 11,615 4,737 Total accrued expenses $ 204,711 $ 110,470 |
Schedule of Product Warranty Liability [Table Text Block] | December 31, December 31, December 31, Returns Reserve 2015 2014 2013 Beginning balance $ 27,174 $ 28,089 $ 23,440 Acquired balances 11,364 -- -- Provision related to sales recorded in the period 43,967 12,016 11,015 Credits issued during the period (33,555 ) (12,931 ) (6,366 ) Ending balance $ 48,950 $ 27,174 $ 28,089 |
Note 15 - Stockholders' Equity
Note 15 - Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
Common Stock Reserved for Future Issuance [Table Text Block] | Shares issued 72,926 Stock options outstanding(1) 2,405 Conversion of Notes payable(2) 9,471 Warrants outstanding (see below) 9,471 Total shares of common stock issued and reserved for issuance 94,273 |
Note 16 - Earnings Per Share (T
Note 16 - Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | For the years ended December 31, 2015 2014 2013 Basic Earnings Per Common Share: Net income $ 38,997 $ 57,353 $ 101,259 Weighted-average common shares outstanding 69,640 68,186 66,921 Basic earnings per share $ 0.56 $ 0.84 $ 1.51 Diluted Earnings Per Common Share: Net income $ 38,997 $ 57,353 $ 101,259 Add-back of interest expense on outstanding convertible notes payable, net of tax -- (1) -- (2) -- (2) Adjusted net income $ 38,997 $ 57,353 $ 101,259 Weighted-average common shares outstanding 69,640 68,186 66,921 Weighted-average incremental shares related to assumed exercise of warrants and stock options, vesting of non-vested shares and ESPP share issuance 2,387 (3) 2,344 1,734 Weighted-average incremental shares assuming conversion of outstanding notes payable -- (1) -- (2) -- (2) Diluted weighted-average common shares outstanding 72,027 (4) 70,530 (5) 68,655 (6) Diluted net income per share $ 0.54 $ 0.81 $ 1.47 |
Note 17 - Share-based Compens47
Note 17 - Share-based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Weighted- Average Exercise Number of Shares Price Stock Options Under Option per Share Outstanding at December 31, 2012 4,177,221 $ 12.72 Options granted 506,000 18.06 Options exercised (814,177 ) 9.28 Options forfeited (98,139 ) 19.51 Outstanding at December 31, 2013 3,770,905 14.01 Options granted 386,600 25.27 Options exercised (778,112 ) 13.76 Options forfeited (337,213 ) 20.48 Outstanding at December 31, 2014 3,042,180 14.78 Options granted 406,950 41.27 Options exercised (1,042,198 ) 9.87 Options forfeited (1,561 ) 16.7 Outstanding at December 31, 2015 2,405,371 21.39 Options exercisable at December 31, 2015 1,645,568 $ 16.10 |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | Non-Vested Weighted- Restricted Average Stock Grant Date Restricted Stock Awards Awards Fair Value Non-vested at December 31, 2012 1,954,570 $ 20.97 Granted 1,032,924 19.92 Vested (617,302 ) 18.80 Forfeited (246,357 ) 20.69 Non-vested at December 31, 2013 2,123,835 21.13 Granted 1,449,585 25.35 Vested (796,966 ) 21.36 Forfeited (449,278 ) 21.47 Non-vested at December 31, 2014 2,327,176 23.61 Granted 973,742 45.40 Vested (930,159 ) 22.64 Forfeited (224,261 ) 29.01 Non-vested at December 31, 2015 2,146,498 $ 33.20 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | For the Years Ended December 31, 2015 2014 2013 Volatility (range) 39.9 - 40.1% 40.1% - 41.7% 41.7% Volatility (weighted average) 40.0% 40.2% 41.7% Risk-free interest rate (range) 0.8 - 1.8% 0.6% - 1.9% 1.1% - 1.9% Risk-free interest rate (weighted average) 1.7% 1.8% 1.2% Dividend yield 0% 0% 0% Expected life (years) 6.18 6.07 6.19 Weighted average grant date fair value $17.08 $10.45 $7.54 |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | For the Years Ended December 31, 2015 2014 2013 Cost of revenues $ 4,479 $ 2,494 $ 2,035 Research and development 5,996 5,072 4,885 Selling, general and administrative 18,138 13,317 10,724 Total $ 28,613 $ 20,883 $ 17,644 |
Note 19 - Income Taxes (Tables)
Note 19 - Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | For the Years Ended December 31, 2015 2014 2013 Current: Federal taxes $ 48,078 $ 42,635 $ 67,407 State taxes 2,286 2,467 2,569 Foreign taxes (442) 832 742 Total current tax expense 49,922 45,934 70,718 Deferred: Federal taxes $ (23,605 ) $ (9,039 ) $ (21,050 ) State taxes (5,733 ) (3,597 ) (1,965 ) Foreign taxes (213 ) (92 ) (2,022 ) Total deferred tax (benefit) expense (29,551 ) (12,728 ) (25,037 ) Provision for income taxes $ 20,371 $ 33,206 $ 45,681 |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | For the Years Ended December 31, 2015 2014 2013 Income before income taxes $ 59,368 $ 90,559 $ 146,940 Tax provision at the federal statutory rate 20,779 35.0 % 31,696 35.0 % 51,429 35.0 % Increase (decrease) in tax rate resulting from: Tax rate differential and permanent items on foreign income 412 0.7 % 2,285 2.5 % 383 0.3 % State income taxes, net of federal benefit 365 0.6 % 887 1.0 % 1,616 1.1 % State research and development credits (2,357 ) (4.0 )% (2,133 ) (2.4 )% (1,787 ) (1.2 )% Federal research and development credits (2,672 ) (4.5 )% (2,401 ) (2.6 )% (1,900 ) (1.3 )% Share-based compensation 968 1.6 % 189 0.2 % 92 0.1 % Executive compensation 3,140 5.3 % 1,552 1.7 % 336 0.2 % Domestic manufacturing deduction (1,422 ) (2.4 )% (679 ) (0.7 )% (1,666 ) (1.1 )% Other permanent book/tax differences 2,003 3.4 % 170 0.2 % (967 ) (0.7 )% Provision for uncertain tax positions 184 0.3 % 952 1.1 % 1,718 1.1 % Revision of prior years’ estimates 859 1.5 % 664 0.7 % (1,150 ) (0.8 )% Prior year Federal research and development credits -- -- % --- -- % (1,950 ) (1.3 )% Taiwan Rural Area Investment Tax Credit (2,134 ) (3.6 )% --- -- % --- -- % Other, net 246 0.4 % 24 0.0 % (473 ) (0.3 )% Provision for income taxes $ 20,371 34.3 % $ 33,206 36.7 % $ 45,681 31.1 % |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | December 31, 2015 2014 Deferred tax assets: Deferred revenues $ -- $ 1,550 Accrued expenses 83,414 46,206 Inventory reserves 9,585 10,223 Net operating loss carryforwards 38 46 Depreciation and amortization 362 284 Acquired product rights and intangibles 20,912 18,788 Capitalized legal fees 7,352 12,829 R&D credit carryforwards 6,149 4,331 Share based compensation expense 5,471 4,397 Other 389 1,048 Deferred tax assets $ 133,672 $ 99,702 Deferred tax liabilities: Tax depreciation and amortization in excess of book amounts $ 7,367 $ 1,028 Acquired product rights and intangibles 188,018 -- Deferred manufacturing costs 65 65 Derivative 8,894 -- Other 1,783 1,947 Deferred tax liabilities $ 206,127 $ 3,040 Deferred tax assets (liabilities), net $ (72,455 ) $ 96,662 |
Schedule of Unrecognized Tax Benefits Roll Forward [Table Text Block] | For the Years Ended December 31, 2015 2014 2013 Unrecognized tax benefits beginning of year $ 6,517 $ 5,292 $ 2,920 Gross change for current year positions 1,079 1,089 797 Gross change for prior period positions (673 ) 310 1,575 Gross change due to Tower acquisition 1,037 -- -- Decrease due to settlements and payments (2,280 ) (174 ) -- Unrecognized tax benefits end of year $ 5,680 $ 6,517 $ 5,292 |
Note 21 - Commitments and Con49
Note 21 - Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Years ending December 31, 2016 $ 5,797 2017 4,784 2018 4,242 2019 2,376 2020 1,100 Thereafter 4,457 Total minimum lease payments $ 22,756 |
Note 23 - Segment Information (
Note 23 - Segment Information (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Impax Impax Specialty Corporate Total Year Ended December 31, 2015 Generics Pharma and Other Company Revenues, net $ 710,932 $ 149,537 $ -- $ 860,469 Cost of revenues 450,045 58,020 -- 508,065 Research and development 58,838 18,144 -- 76,982 Patent litigation 2,942 1,625 -- 4,567 Selling, general and administrative 29,641 52,427 119,219 201,287 Income (loss) before income taxes $ 169,466 $ 19,321 $ (129,419 ) $ 59,368 Impax Impax Specialty Corporate Total Year Ended December 31, 2014 Generics Pharma and Other Company Revenues, net $ 549,082 $ 46,967 $ -- $ 596,049 Cost of revenues 260,459 22,937 -- 283,396 Research and development 40,927 37,715 -- 78,642 Patent litigation 5,333 472 -- 5,808 Selling, general and administrative 17,144 43,307 78,939 139,390 Income (loss) before income taxes $ 225,219 $ (57,464 ) $ (77,196 ) $ 90,559 Impax Impax Impax Specialty Corporate Total Year Ended December 31, 2013 Generics Pharma and Other Company Revenues, net $ 398,340 $ 113,162 $ -- $ 511,502 Cost of revenues 253,836 58,366 -- 312,202 Research and development 41,384 27,470 -- 68,854 Patent litigation 16,545 -- -- 16,545 Selling, general and administrative 17,684 44,915 57,689 120,288 Income (loss) before income taxes $ 68,891 $ (17,589 ) $ 95,638 $ 146,940 |
Note 24 - Supplementary Finan51
Note 24 - Supplementary Financial Information (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Quarterly Financial Information Disclosure [Abstract] | |
Schedule of Quarterly Financial Information [Table Text Block] | 2015 Quarters Ended March 31 June 30 September 30 December 31 Revenue: Impax Generics sales, gross $ 355,321 $ 572,079 $ 565,261 $ 705,574 Less: Chargebacks 126,607 228,977 212,588 239,920 Rebates 83,130 140,340 141,646 200,721 Product returns 6,427 7,528 6,276 8,888 Other credits 13,198 23,961 26,295 31,889 Impax Generics sales, net 125,959 171,273 178,456 224,156 Rx Partner 2,239 2,579 1,957 2,532 Other Revenues 543 827 253 158 Impax Generics revenues, net 128,741 174,679 180,666 226,846 Impax Specialty Pharma sales, gross 29,219 65,269 69,286 86,274 Less: Chargebacks 5,561 4,452 5,893 9,159 Rebates 1,418 1,318 1,078 1,991 Product returns 2,620 6,763 2,824 2,641 Other credits 5,492 13,461 19,285 20,866 Impax Specialty Pharma sales, net 14,128 39,275 40,206 51,617 Other Revenues 227 228 227 3,629 Impax Specialty Pharma revenues, net 14,355 39,503 40,433 55,246 Total net revenues 143,096 214,182 221,099 282,092 Gross profit 59,234 84,851 93,549 114,770 Net (loss) income $ (6,333 ) $ (1,852 ) $ 35,755 $ 11,427 Net (loss) income per common share: Basic $ (0.09 ) $ (0.03 ) $ 0.51 $ 0.16 Diluted $ (0.09 ) $ (0.03 ) $ 0.49 $ 0.16 Weighted-average common shares outstanding: Basic 68,967,875 69,338,789 69,820,348 70,416,757 Diluted 68,967,875 69,338,789 72,777,746 72,041,760 2014 Quarters Ended March 31 June 30 September 30 December 31 Revenue: Impax Generics sales, gross $ 265,850 $ 375,269 $ 340,379 $ 322,707 Less: Chargebacks 95,714 110,518 115,419 131,882 Rebates 52,054 74,079 64,442 66,685 Product returns 1,294 5,140 3,494 993 Other credits 10,671 21,571 13,449 8,288 Impax Generics sales, net 106,117 163,961 143,575 114,859 Rx Partner 2,435 9,204 1,447 1,028 Other Revenues 589 3,229 611 2,028 Impax Generics revenues, net 109,141 176,394 145,633 117,915 Impax Specialty Pharma sales, gross 20,643 24,375 23,840 23,348 Less: Chargebacks 8,230 10,107 8,787 6,720 Rebates 1,070 938 469 1,010 Product returns 181 216 223 475 Other credits 1,853 1,654 2,261 2,074 Impax Specialty Pharma sales, net 9,309 11,460 12,100 13,069 Other Revenues 268 267 266 227 Impax Specialty Pharma revenues, net 9,577 11,727 12,366 13,296 Total net revenues 118,718 188,121 157,999 131,211 Gross profit 57,622 109,772 84,438 60,821 Net income $ 6,425 $ 35,071 $ 15,737 $ 120 Net income per common share: Basic $ 0.09 $ 0.52 $ 0.23 $ 0.00 Diluted $ 0.09 $ 0.50 $ 0.22 $ 0.00 Weighted-average common shares outstanding: Basic 67,702,296 68,095,159 68,254,327 68,678,779 Diluted 69,938,872 70,313,491 70,715,226 70,988,328 |
Schedule II - Valuation and Q52
Schedule II - Valuation and Qualifying Accounts (Tables) | 12 Months Ended |
Dec. 31, 2015 | |
Valuation and Qualifying Accounts [Abstract] | |
Summary of Valuation Allowance [Table Text Block] | Column A Column B Column C Column D Column E Balance at Charge to Charge to Balance at Beginning of Costs and Other End of Description Period Expenses Accounts Deductions Period For the Year Ended December 31, 2013: Reserve for bad debts $ 553 --- --- (14 ) $ 539 For the Year Ended December 31, 2014: Reserve for bad debts $ 539 --- --- (24 ) $ 515 For the Year Ended December 31, 2015: Reserve for bad debts $ 515 5,122 9,550* --- $ 15,187 |
Note 1 - Description of Busin53
Note 1 - Description of Business (Details) $ in Millions | Nov. 30, 2015 | Jun. 30, 2015 | Mar. 09, 2015USD ($) | Oct. 30, 2014 | Jun. 04, 2013 | Dec. 31, 2015USD ($) | Jun. 30, 2015USD ($) | Dec. 31, 2014USD ($) | Jun. 30, 2013USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2015USD ($) | Jun. 30, 2014USD ($) |
Note 1 - Description of Business (Details) [Line Items] | ||||||||||||
Number of Reportable Segments | 2 | |||||||||||
Number of Operating Segments | 2 | |||||||||||
Number Of Channels | 4 | 4 | 4 | |||||||||
Number of Internally Developed Branded Pharmaceutical Product Candidate | 1 | |||||||||||
Number of Other Branded Products | 4 | |||||||||||
Workforce Reductions [Member] | ||||||||||||
Note 1 - Description of Business (Details) [Line Items] | ||||||||||||
Severance Costs | $ 2.1 | $ 3 | ||||||||||
Restructuring and Related Cost, Number of Positions Eliminated | 41 | 110 | ||||||||||
Packaging and Distribution Operations [Member] | ||||||||||||
Note 1 - Description of Business (Details) [Line Items] | ||||||||||||
Severance Costs | $ 2.6 | |||||||||||
Restructuring and Related Cost, Number of Positions Eliminated | 93 | |||||||||||
Payments for Restructuring | $ 0.9 | |||||||||||
Technical Operations and R&D [Member] | ||||||||||||
Note 1 - Description of Business (Details) [Line Items] | ||||||||||||
Severance Costs | $ 2.5 | |||||||||||
Restructuring and Related Cost, Number of Positions Eliminated | 27 | |||||||||||
Payments for Restructuring | 0.9 | |||||||||||
President and CEO [Member] | ||||||||||||
Note 1 - Description of Business (Details) [Line Items] | ||||||||||||
Employee-related Liabilities | 5 | |||||||||||
Research and Development Services [Member] | Workforce Reductions [Member] | ||||||||||||
Note 1 - Description of Business (Details) [Line Items] | ||||||||||||
Restructuring and Related Cost, Number of Positions Eliminated | 35 | |||||||||||
Separation Pay and Benefits [Member] | President and CEO [Member] | ||||||||||||
Note 1 - Description of Business (Details) [Line Items] | ||||||||||||
Employee-related Liabilities | 2.7 | |||||||||||
Accelerated Expense Outstanding Options and Restricted Stock [Member] | President and CEO [Member] | ||||||||||||
Note 1 - Description of Business (Details) [Line Items] | ||||||||||||
Employee-related Liabilities | $ 2.3 | |||||||||||
Severance Charges and Accelerated Equity Expense [Member] | Senior Vice President [Member] | ||||||||||||
Note 1 - Description of Business (Details) [Line Items] | ||||||||||||
Employee-related Liabilities | $ 0.9 | |||||||||||
Termination Benefits and Payments [Member] | Carole S. Ben-Maimon [Member] | ||||||||||||
Note 1 - Description of Business (Details) [Line Items] | ||||||||||||
Other Labor-related Expenses | $ 1.9 | |||||||||||
Tower and Lineage [Member] | ||||||||||||
Note 1 - Description of Business (Details) [Line Items] | ||||||||||||
Business Combination, Consideration Transferred | $ 691.3 | |||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | $ 41.5 | |||||||||||
Supplemental Unemployment Benefits, Severance Benefits | $ 2.4 | $ 2.4 | $ 2.4 | |||||||||
Business Combination, Number of Positions Eliminated | 10 | |||||||||||
Severance Costs | $ 2.1 | |||||||||||
California [Member] | ||||||||||||
Note 1 - Description of Business (Details) [Line Items] | ||||||||||||
Number of Properties Subject to Ground Leases | 5 | 5 | 5 | |||||||||
Hayward California [Member] | ||||||||||||
Note 1 - Description of Business (Details) [Line Items] | ||||||||||||
Number Of Leased Properties | 2 |
Note 2 - Business Acquisition54
Note 2 - Business Acquisition (Details) - USD ($) $ in Thousands | Mar. 09, 2015 | Dec. 31, 2015 | Dec. 31, 2014 |
Note 2 - Business Acquisition (Details) [Line Items] | |||
Goodwill | $ 210,166 | $ 27,574 | |
Tower and Lineage [Member] | |||
Note 2 - Business Acquisition (Details) [Line Items] | |||
Business Combination, Consideration Transferred | $ 691,300 | ||
Business Combination, Cash Acquired and Other Working Capital Adjustments | 41,500 | ||
Business Combination, Acquisition Related Costs | 10,900 | 12,000 | |
Cash Acquired from Acquisition | 41,500 | ||
Business Combination, Acquired Receivables, Fair Value | 57,000 | ||
Business Combination, Acquired Receivables, Estimated Uncollectible | 9,000 | ||
Goodwill | 182,600 | 182,592 | |
Severance and Retention Costs | 3,000 | ||
Tower and Lineage [Member] | Fair Value Adjustment to Inventory [Member] | |||
Note 2 - Business Acquisition (Details) [Line Items] | |||
Assets, Fair Value Adjustment | 6,000 | ||
Tower and Lineage [Member] | Acquisition-related Costs [Member] | |||
Note 2 - Business Acquisition (Details) [Line Items] | |||
Assets, Fair Value Adjustment | $ 6,000 | ||
Tower and Lineage [Member] | General and Administrative Expense [Member] | |||
Note 2 - Business Acquisition (Details) [Line Items] | |||
Business Combination, Acquisition Related Costs | 6,700 | ||
Impax Specialty Pharma [Member] | |||
Note 2 - Business Acquisition (Details) [Line Items] | |||
Goodwill | 60,200 | ||
Impax Specialty Pharma [Member] | Tower and Lineage [Member] | |||
Note 2 - Business Acquisition (Details) [Line Items] | |||
Goodwill | 60,200 | ||
Impax Generics [Member] | |||
Note 2 - Business Acquisition (Details) [Line Items] | |||
Goodwill | 150,000 | ||
Impax Generics [Member] | Tower and Lineage [Member] | |||
Note 2 - Business Acquisition (Details) [Line Items] | |||
Goodwill | $ 122,400 | ||
Term Loan [Member] | Wells Fargo Bank, N.A. [Member] | Tower and Lineage [Member] | |||
Note 2 - Business Acquisition (Details) [Line Items] | |||
Line of Credit Facility, Commitment Fee Amount | 2,300 | ||
Long-term Debt | $ 435,000 | ||
Currently Marketed Products [Member] | Tower and Lineage [Member] | |||
Note 2 - Business Acquisition (Details) [Line Items] | |||
Fair Value Inputs, Discount Rate | 15.00% | ||
In Process Research and Development [Member] | Tower and Lineage [Member] | |||
Note 2 - Business Acquisition (Details) [Line Items] | |||
Fair Value Inputs, Discount Rate | 16.00% |
Note 2 - Business Acquisition55
Note 2 - Business Acquisition (Details) - Fair Values of Tangible and Identifiable Intangible Assets Acquired and Liabilities Assumed - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Mar. 09, 2015 | Dec. 31, 2014 | ||
Note 2 - Business Acquisition (Details) - Fair Values of Tangible and Identifiable Intangible Assets Acquired and Liabilities Assumed [Line Items] | ||||
Goodwill | $ 210,166 | $ 27,574 | ||
Cash paid, net of cash acquired | 691,348 | |||
Tower and Lineage [Member] | ||||
Note 2 - Business Acquisition (Details) - Fair Values of Tangible and Identifiable Intangible Assets Acquired and Liabilities Assumed [Line Items] | ||||
Accounts receivable(1) | [1] | 56,851 | ||
Inventory | 31,259 | |||
Income tax receivable and other prepaid expenses | 11,690 | |||
Deferred income taxes | 24,508 | |||
Property, plant and equipment | 27,540 | |||
Intangible assets | 632,600 | |||
Assets held for sale | 4,000 | |||
Goodwill | 182,592 | $ 182,600 | ||
Other non-current assets | 3,844 | |||
Total assets assumed | 974,884 | |||
Current liabilities | 64,938 | |||
Other non-current liabilities | 7,799 | |||
Deferred tax liability | 210,799 | |||
Total liabilities assumed | 283,536 | |||
Cash paid, net of cash acquired | $ 691,348 | |||
[1] | The accounts receivable acquired in the transaction had a fair value of approximately $57.0 million, including an allowance for doubtful accounts of approximately $9.0 million, which represents the Company's best estimate on March 9, 2015 (the closing date of the transaction) of the contractual cash flows not expected to be collected by the acquired companies. |
Note 2 - Business Acquisition56
Note 2 - Business Acquisition (Details) - Acquired Intangible Assets - Tower and Lineage [Member] $ in Thousands | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible Assets, Estimated Fair Value | $ 632,600 |
Intangible Assets, Average Estimated Useful Life (years) | 12 years |
Currently Marketed Products [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible Assets, Estimated Fair Value | $ 381,100 |
Intangible Assets, Average Estimated Useful Life (years) | 13 years |
Royalties and Contract Manufacturing Relationships [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible Assets, Estimated Fair Value | $ 80,800 |
Intangible Assets, Average Estimated Useful Life (years) | 12 years |
In Process Research and Development [Member] | |
Finite-Lived Intangible Assets [Line Items] | |
Intangible Assets, Estimated Fair Value | $ 170,700 |
Intangible Assets, Average Estimated Useful Life (years) |
Note 2 - Business Acquisition57
Note 2 - Business Acquisition (Details) - Unaudited Condensed Pro Forma Consolidated Statements of Operations - Tower and Lineage [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2014 | |
Note 2 - Business Acquisition (Details) - Unaudited Condensed Pro Forma Consolidated Statements of Operations [Line Items] | ||
Total revenues | $ 892,906 | $ 819,838 |
Net income | $ 54,285 | $ 30,838 |
Note 3 - Basis of Presentation
Note 3 - Basis of Presentation (Details) | Dec. 31, 2015 |
Prohealth Biotech [Member] | |
Note 3 - Basis of Presentation (Details) [Line Items] | |
Equity Method Investment, Ownership Percentage | 57.54% |
Note 4 - Summary of Significa59
Note 4 - Summary of Significant Accounting Policies (Details) | 12 Months Ended | ||
Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | |
Note 4 - Summary of Significant Accounting Policies (Details) [Line Items] | |||
Number of Largest Customers | 5 | 5 | 5 |
Number Of Products | 10 | 10 | 10 |
Accounts Receivable, Net, Current (in Dollars) | $ 324,451,000 | $ 146,490,000 | |
Goodwill (in Dollars) | $ 210,166,000 | 27,574,000 | |
Cash Discount Discount Rate | 2.00% | ||
Shipping, Handling and Transportation Costs (in Dollars) | $ 2,304,000 | 2,382,000 | $ 1,890,000 |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Gain (Loss) Arising During Period, Net of Tax (in Dollars) | (4,454,000) | $ (7,149,000) | $ (4,104,000) |
Building [Member] | |||
Note 4 - Summary of Significant Accounting Policies (Details) [Line Items] | |||
Property, Plant and Equipment, Useful Life | 40 years | ||
Impax Specialty Pharma [Member] | |||
Note 4 - Summary of Significant Accounting Policies (Details) [Line Items] | |||
Goodwill (in Dollars) | 60,200,000 | ||
Impax Generics [Member] | |||
Note 4 - Summary of Significant Accounting Policies (Details) [Line Items] | |||
Goodwill (in Dollars) | 150,000,000 | ||
Receivable from Turing Pharmaceuticals AG [Member] | |||
Note 4 - Summary of Significant Accounting Policies (Details) [Line Items] | |||
Accounts Receivable, Net, Current (in Dollars) | $ 40,600,000 | ||
Sales Revenue, Net [Member] | Product Concentration Risk [Member] | Top Ten Products [Member] | |||
Note 4 - Summary of Significant Accounting Policies (Details) [Line Items] | |||
Concentration Risk, Percentage | 75.00% | 62.00% | 68.00% |
Minimum [Member] | |||
Note 4 - Summary of Significant Accounting Policies (Details) [Line Items] | |||
Cash Discount Invoice Terms | 30 years | ||
Minimum [Member] | Building Improvements [Member] | |||
Note 4 - Summary of Significant Accounting Policies (Details) [Line Items] | |||
Property, Plant and Equipment, Useful Life | 10 years | ||
Minimum [Member] | Equipment [Member] | |||
Note 4 - Summary of Significant Accounting Policies (Details) [Line Items] | |||
Property, Plant and Equipment, Useful Life | 8 years | ||
Minimum [Member] | Office Furniture and Equipment [Member] | |||
Note 4 - Summary of Significant Accounting Policies (Details) [Line Items] | |||
Property, Plant and Equipment, Useful Life | 4 years | ||
Maximum [Member] | |||
Note 4 - Summary of Significant Accounting Policies (Details) [Line Items] | |||
Cash Discount Invoice Terms | 90 years | ||
Maximum [Member] | Building Improvements [Member] | |||
Note 4 - Summary of Significant Accounting Policies (Details) [Line Items] | |||
Property, Plant and Equipment, Useful Life | 15 years | ||
Maximum [Member] | Equipment [Member] | |||
Note 4 - Summary of Significant Accounting Policies (Details) [Line Items] | |||
Property, Plant and Equipment, Useful Life | 10 years | ||
Maximum [Member] | Office Furniture and Equipment [Member] | |||
Note 4 - Summary of Significant Accounting Policies (Details) [Line Items] | |||
Property, Plant and Equipment, Useful Life | 10 years |
Note 4 - Summary of Significa60
Note 4 - Summary of Significant Accounting Policies (Details) - Percentage of Total Accounts Receivable and Gross Revenues - Customer Concentration Risk [Member] | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Customer 1 [Member] | Accounts Receivable [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 52.40% | 36.90% | 28.80% |
Customer 1 [Member] | Gross Revenues [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 45.60% | 36.00% | 30.60% |
Customer 2 [Member] | Accounts Receivable [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 24.80% | 28.20% | 35.10% |
Customer 2 [Member] | Gross Revenues [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 21.70% | 20.70% | 25.10% |
Customer 3 [Member] | Accounts Receivable [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 14.40% | 19.60% | 18.50% |
Customer 3 [Member] | Gross Revenues [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 18.80% | 19.30% | 20.30% |
Customer 4 [Member] | Accounts Receivable [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 1.00% | 1.80% | 2.90% |
Customer 4 [Member] | Gross Revenues [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 1.40% | 2.50% | 2.50% |
Customer 5 [Member] | Accounts Receivable [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 0.70% | 0.60% | 0.90% |
Customer 5 [Member] | Gross Revenues [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 1.10% | 1.80% | 1.80% |
Customer 6 [Member] | Accounts Receivable [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 0.60% | 1.70% | 1.40% |
Customer 6 [Member] | Gross Revenues [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 0.40% | 1.90% | 0.30% |
Customer 7 [Member] | Accounts Receivable [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 0.50% | 1.70% | 2.00% |
Customer 7 [Member] | Gross Revenues [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 1.50% | 2.40% | |
Total 5 Largest Customers [Member] | Accounts Receivable [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 94.40% | 90.50% | 89.60% |
Total 5 Largest Customers [Member] | Gross Revenues [Member] | |||
Concentration Risk [Line Items] | |||
Concentration risk percentage | 89.00% | 83.70% | 83.00% |
Note 5 - Recent Accounting Pr61
Note 5 - Recent Accounting Pronouncements (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Reclassification of Current Deferred Tax Assets to Long-term Deferred Tax Assets [Member] | Adjustments for New Accounting Principle, Early Adoption [Member] | Year Ended December 31, 2014 [Member] | |
Note 5 - Recent Accounting Pronouncements (Details) [Line Items] | |
Prior Period Reclassification Adjustment | $ 54.8 |
Note 6 - Fair Value Measureme62
Note 6 - Fair Value Measurement and Financial Instruments (Details) - Fair Values of Financial Instruments - USD ($) | Dec. 31, 2015 | Dec. 31, 2014 | |
Assets | |||
Short-term investments | $ 199,983,000 | ||
Short-term investments | 199,899,000 | ||
Deferred compensation plan assets, carrying amount | [1] | $ 30,726,000 | 29,241,000 |
Deferred compensation plan assets, fair value | [1] | 30,726,000 | 29,241,000 |
Liabilities | |||
Deferred compensation plan liabilities, carrying amount | [1] | 25,581,000 | 25,837,000 |
Deferred compensation plan liabilities, fair value | [1] | 25,581,000 | 25,837,000 |
Convertible Debt Securities [Member] | |||
Liabilities | |||
2% convertible senior notes due June 2022 (2) | [2] | 600,000,000 | |
2% convertible senior notes due June 2022 (2) | [2] | $ 602,250,000 | |
Fair Value, Inputs, Level 1 [Member] | |||
Assets | |||
Short-term investments | $ 199,899,000 | ||
Deferred compensation plan assets, carrying amount | [1] | ||
Deferred compensation plan assets, fair value | [1] | ||
Liabilities | |||
Deferred compensation plan liabilities, carrying amount | [1] | ||
Deferred compensation plan liabilities, fair value | [1] | ||
Fair Value, Inputs, Level 1 [Member] | Convertible Debt Securities [Member] | |||
Liabilities | |||
2% convertible senior notes due June 2022 (2) | [2] | $ 602,250,000 | |
Fair Value, Inputs, Level 2 [Member] | |||
Assets | |||
Deferred compensation plan assets, carrying amount | [1] | 30,726,000 | $ 29,241,000 |
Deferred compensation plan assets, fair value | [1] | 30,726,000 | 29,241,000 |
Liabilities | |||
Deferred compensation plan liabilities, carrying amount | [1] | 25,581,000 | 25,837,000 |
Deferred compensation plan liabilities, fair value | [1] | $ 25,581,000 | $ 25,837,000 |
Fair Value, Inputs, Level 2 [Member] | Convertible Debt Securities [Member] | |||
Liabilities | |||
2% convertible senior notes due June 2022 (2) | [2] | ||
Fair Value, Inputs, Level 3 [Member] | |||
Assets | |||
Deferred compensation plan assets, carrying amount | [1] | ||
Deferred compensation plan assets, fair value | [1] | ||
Liabilities | |||
Deferred compensation plan liabilities, carrying amount | [1] | ||
Deferred compensation plan liabilities, fair value | [1] | ||
Fair Value, Inputs, Level 3 [Member] | Convertible Debt Securities [Member] | |||
Liabilities | |||
2% convertible senior notes due June 2022 (2) | [2] | ||
[1] | The deferred compensation plan liability is a non-current liability recorded at the value of the amount owed to the plan participants, with changes in value recognized as a compensation expense in the Company's consolidated statements of income. The calculation of the deferred compensation obligation is derived from observable market data by reference to hypothetical investments selected by the participants and is included in the line items captioned "Other non-current liabilities" on the Company's consolidated balance sheets. The Company invests in corporate-owned life insurance ("COLI") policies, of which the cash surrender value is included in the line item captioned "Other non-current assets" on the Company's consolidated balance sheets. | ||
[2] | The difference between the amount shown as the carrying value in the above table and the amount shown on the Company's consolidated balance sheet at December 31, 2015 represents the unamortized discounts related to deferred debt issuance costs and the bifurcation of the conversion feature of the Notes. |
Note 6 - Fair Value Measureme63
Note 6 - Fair Value Measurement and Financial Instruments (Details) - Fair Values of Financial Instruments (Parentheticals) | Dec. 31, 2015 |
Convertible Debt Securities [Member] | |
Note 6 - Fair Value Measurement and Financial Instruments (Details) - Fair Values of Financial Instruments (Parentheticals) [Line Items] | |
Interest rate convertible senior notes due June 2022 | 2.00% |
Note 7 - Short-term Investmen64
Note 7 - Short-term Investments (Details) - Summary of Short-term Investments $ in Thousands | Dec. 31, 2014USD ($) |
Schedule of Held-to-maturity Securities [Line Items] | |
Amortized Cost | $ 199,983 |
Gross Unrecognized Gains | 17 |
Gross Unrecognized Losses | (101) |
Fair Value | 199,899 |
Commercial Paper [Member] | |
Schedule of Held-to-maturity Securities [Line Items] | |
Amortized Cost | 68,972 |
Gross Unrecognized Gains | 17 |
Fair Value | 68,989 |
Corporate Bond Securities [Member] | |
Schedule of Held-to-maturity Securities [Line Items] | |
Amortized Cost | 131,011 |
Gross Unrecognized Losses | (101) |
Fair Value | $ 130,910 |
Note 8 - Derivatives (Details)
Note 8 - Derivatives (Details) - USD ($) $ / shares in Units, $ in Thousands | Jun. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2015 | Dec. 08, 2015 | Dec. 07, 2015 | Dec. 31, 2014 |
Note 8 - Derivatives (Details) [Line Items] | ||||||
Payments for Hedge, Financing Activities | $ 147,000 | |||||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||
Common Stock, Shares Authorized (in Shares) | 150,000,000 | 150,000,000 | 150,000,000 | 90,000,000 | 150,000,000 | |
Derivative, Gain (Loss) on Derivative, Net | $ (13,000) | $ (13,000) | ||||
Bond Hedge Derivative Asset [Member] | ||||||
Note 8 - Derivatives (Details) [Line Items] | ||||||
Call Options Purchased (in Shares) | 600,000 | |||||
Payments for Hedge, Financing Activities | $ 147,000 | |||||
Number of Shares Entitiled to Each Call Option (in Shares) | 15.7858 | |||||
Investment Options, Exercise Price (in Dollars per share) | $ 63.35 | |||||
Derivative Asset, Fair Value, Gross Asset | $ 125,000 | |||||
Embedded Derivative Financial Instruments [Member] | ||||||
Note 8 - Derivatives (Details) [Line Items] | ||||||
Derivative Liability, Fair Value, Gross Liability | $ 167,000 | |||||
Conversion Option [Member] | ||||||
Note 8 - Derivatives (Details) [Line Items] | ||||||
Derivative Liability, Fair Value, Gross Liability | $ 158,000 | |||||
Convertible Debt [Member] | ||||||
Note 8 - Derivatives (Details) [Line Items] | ||||||
Debt Instrument, Face Amount | $ 600,000 | |||||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% |
Note 8 - Derivatives (Details)
Note 8 - Derivatives (Details) - Derivative Assets Fair Value - Bond Hedge Derivative Asset [Member] | Dec. 08, 2015$ / shares |
Note 8 - Derivatives (Details) - Derivative Assets Fair Value [Line Items] | |
Common stock price (in Dollars per share) | $ 42.56 |
Exercise price (in Dollars per share) | $ 63.35 |
Risk-free interest rate | 1.90% |
Volatility | 40.00% |
Dividend yield | 0.00% |
Remaining contractual term (in years) | 6 years 6 months |
Note 8 - Derivatives (Details67
Note 8 - Derivatives (Details) - Derivative Liabilities Fair Value - Conversion Option [Member] | Dec. 08, 2015$ / shares |
Note 8 - Derivatives (Details) - Derivative Liabilities Fair Value [Line Items] | |
Common stock price (in Dollars per share) | $ 42.56 |
Exercise price (in Dollars per share) | $ 63.35 |
Risk-free interest rate | 1.90% |
Volatility | 40.00% |
Annual coupon rate | 2.00% |
Remaining contractual term (in years) | 6 years 6 months |
Note 9 - Accounts Receivable (D
Note 9 - Accounts Receivable (Details) - Composition of Accounts Receivable, Net - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Composition of Accounts Receivable, Net [Abstract] | ||
Gross accounts receivable | $ 738,730 | $ 287,362 |
Less: Rebate reserve | (265,229) | (88,812) |
Less: Chargeback reserve | (102,630) | (43,125) |
Less: Distribution services reserve | (12,576) | (1,331) |
Less: Discount reserve | (18,657) | (7,089) |
Less: Uncollectible accounts reserve | (15,187) | (515) |
Accounts receivable, net | $ 324,451 | $ 146,490 |
Note 9 - Accounts Receivable 69
Note 9 - Accounts Receivable (Details) - Roll Forward of the Rebate and Chargeback Reserves Activity - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Financing Receivable, Allowance for Credit Losses [Line Items] | |||
Beginning balance | $ 88,812 | ||
Ending balance | 102,630 | $ 43,125 | |
Ending balance | 265,229 | 88,812 | |
Beginning balance | 43,125 | ||
Rebate Reserve [Member] | |||
Financing Receivable, Allowance for Credit Losses [Line Items] | |||
Beginning balance | 88,812 | 88,449 | $ 46,011 |
Acquired balances | 75,447 | 0 | 0 |
Provision recorded during the period | 571,642 | 260,747 | 193,288 |
Credits issued during the period | (470,672) | (260,384) | (150,850) |
Ending balance | 265,229 | 88,812 | 88,449 |
Chargeback Reserve [Member] | |||
Financing Receivable, Allowance for Credit Losses [Line Items] | |||
Provision recorded during the period | 833,157 | 487,377 | 389,707 |
Credits issued during the period | (798,184) | (481,318) | (371,051) |
Ending balance | 102,630 | 43,125 | 37,066 |
Beginning balance | 43,125 | 37,066 | 18,410 |
Acquired balances | $ 24,532 | $ 0 | $ 0 |
Note 10 - Inventory (Details)
Note 10 - Inventory (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2013 | |
Note 10 - Inventory (Details) [Line Items] | |||
Inventory Valuation Reserves | $ 24,136,000 | $ 25,639,000 | |
Finished and Unfinished Inventory Related to Discontinued Products [Member] | |||
Note 10 - Inventory (Details) [Line Items] | |||
Inventory Valuation Reserves | $ 6,700,000 | ||
Impact of Expected Delay of FDA Approval [Member] | |||
Note 10 - Inventory (Details) [Line Items] | |||
Inventory Valuation Reserves | 5,000,000 | ||
Additional Pre-launch Inventory of Product Manufactured for Third-Party [Member] | |||
Note 10 - Inventory (Details) [Line Items] | |||
Inventory Valuation Reserves | $ 6,400,000 | ||
Unapproved Inventory [Member] | |||
Note 10 - Inventory (Details) [Line Items] | |||
Unapproved Product Inventory Net | $ 8,658,000 | $ 7,312,000 | |
Raw Materials [Member] | |||
Note 10 - Inventory (Details) [Line Items] | |||
Inventory Turnover Period Minimum | 3 years | ||
Inventory Turnover Period Maximum | 5 years | ||
Finished Goods [Member] | |||
Note 10 - Inventory (Details) [Line Items] | |||
Inventory Turnover Period Maximum | 2 years |
Note 10 - Inventory (Details) -
Note 10 - Inventory (Details) - Inventory, Net of Carrying Value Reserves - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Inventory, Net of Carrying Value Reserves [Abstract] | ||
Raw materials | $ 52,366 | $ 34,681 |
Work in process | 4,417 | 2,447 |
Finished goods | 82,311 | 55,102 |
Total inventory | 139,094 | 92,230 |
Less: Non-current inventory | 13,512 | 11,660 |
Total inventory-current | $ 125,582 | $ 80,570 |
Note 11 - Property, Plant and72
Note 11 - Property, Plant and Equipment (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation | $ 25.5 | $ 20.4 | $ 16.8 |
Property, Plant, and Equipment, Unpaid Vendor Invoices, Excluded from Statement of Cash Flows | $ 4.5 | $ 1.9 | $ 6.2 |
Note 11 - Property, Plant and73
Note 11 - Property, Plant and Equipment (Details) - Property, Plant and Equipment, Net - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment, Net [Abstract] | ||
Land | $ 5,773 | $ 5,773 |
Buildings and improvements | 165,322 | 154,374 |
Equipment | 135,998 | 122,184 |
Office furniture and equipment | 14,548 | 12,623 |
Construction-in-progress | 25,659 | 9,404 |
Property, plant and equipment, gross | 347,300 | 304,358 |
Less: Accumulated depreciation | (133,144) | (116,189) |
Property, plant and equipment, net | $ 214,156 | $ 188,169 |
Note 12 - Intangible Assets a74
Note 12 - Intangible Assets and Goodwill (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||
Aug. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Note 12 - Intangible Assets and Goodwill (Details) [Line Items] | |||||
Finite-Lived Intangible Assets, Net | $ 377,781 | $ 377,781 | |||
Impairment of Intangible Assets (Excluding Goodwill) | 13,700 | 13,664 | $ 2,876 | $ 13,906 | |
Goodwill | 210,166 | 210,166 | 27,574 | ||
Cost of Sales [Member] | |||||
Note 12 - Intangible Assets and Goodwill (Details) [Line Items] | |||||
Impairment of Intangible Assets (Excluding Goodwill) | 7,300 | 2,900 | 13,100 | ||
Amortization of Intangible Assets | 40,200 | $ 11,100 | 13,100 | ||
Research and Development Expense [Member] | |||||
Note 12 - Intangible Assets and Goodwill (Details) [Line Items] | |||||
Impairment of Intangible Assets (Excluding Goodwill) | $ 6,400 | $ 800 | |||
Distribution Rights [Member] | Geographic Distribution, Domestic [Member] | Daraprim Brand [Member] | |||||
Note 12 - Intangible Assets and Goodwill (Details) [Line Items] | |||||
Proceeds from Sale of Intangible Assets | $ 55,500 | ||||
Finite-Lived Intangible Assets, Net | 9,300 | ||||
Gain (Loss) on Disposition of Intangible Assets | $ 45,600 | ||||
Tower [Member] | |||||
Note 12 - Intangible Assets and Goodwill (Details) [Line Items] | |||||
Finite-lived Intangible Assets, Disposals | $ 4,000 |
Note 12 - Intangible Assets a75
Note 12 - Intangible Assets and Goodwill (Details) - Intangible Assets - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Amortized intangible assets: | ||
Finite lived intangible assets, gross carrying value | $ 460,876 | |
Finite lived intangible assets, accumulated amortization | (83,095) | $ (43,118) |
Finite lived intangible assets, intangible assets, net | 377,781 | |
Non-amortized intangible assets: | ||
Indefinite-lived intangible assets, gross carrying value | 224,240 | |
Indefinite-lived intangible assets, intangible assets, net | 224,240 | |
Intangible assets, gross carrying value | 685,115 | 69,829 |
Intangible assets, accumulated amortization | (83,095) | (43,118) |
Intangible assets, intangible assets, net | 602,020 | 26,711 |
IPR&D Product Rights [Member] | ||
Non-amortized intangible assets: | ||
Indefinite-lived intangible assets, gross carrying value | 145,640 | 6,500 |
Indefinite-lived intangible assets, intangible assets, net | 145,640 | 6,500 |
Future Royalty Rights [Member] | ||
Non-amortized intangible assets: | ||
Indefinite-lived intangible assets, gross carrying value | 78,600 | |
Indefinite-lived intangible assets, intangible assets, net | 78,600 | |
Marketed Product Rights [Member] | ||
Amortized intangible assets: | ||
Finite lived intangible assets, gross carrying value | 458,676 | 63,329 |
Finite lived intangible assets, accumulated amortization | (82,906) | (43,118) |
Finite lived intangible assets, intangible assets, net | 375,770 | 20,211 |
Non-amortized intangible assets: | ||
Intangible assets, accumulated amortization | (82,906) | $ (43,118) |
Royalty Agreements [Member] | ||
Amortized intangible assets: | ||
Finite lived intangible assets, gross carrying value | 2,200 | |
Finite lived intangible assets, accumulated amortization | (189) | |
Finite lived intangible assets, intangible assets, net | 2,011 | |
Non-amortized intangible assets: | ||
Intangible assets, accumulated amortization | $ (189) |
Note 12 - Intangible Assets a76
Note 12 - Intangible Assets and Goodwill (Details) - Expected Amortization Expense $ in Thousands | Dec. 31, 2015USD ($) |
Expected Amortization Expense [Abstract] | |
2,016 | $ 26,753 |
2,017 | 27,527 |
2,018 | 32,217 |
2,019 | 38,863 |
2,020 | 37,042 |
Thereafter | 215,379 |
Total | $ 377,781 |
Note 13 - Accrued Expenses (Det
Note 13 - Accrued Expenses (Details) - Accrued Expenses - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Accrued Expenses [Abstract] | ||
Payroll-related expenses | $ 37,419 | $ 33,812 |
Product returns | 48,950 | 27,174 |
Accrued shelf stock | 6,619 | 1,852 |
Government rebates | 91,717 | 18,272 |
Legal and professional fees | 5,929 | 9,497 |
Income taxes payable | 830 | 40 |
Physician detailing sales force fees | 1,132 | 2,336 |
Litigation accrual | 0 | 12,750 |
Interest payable | 500 | |
Other | 11,615 | 4,737 |
Total accrued expenses | $ 204,711 | $ 110,470 |
Note 13 - Accrued Expenses (D78
Note 13 - Accrued Expenses (Details) - Roll Forward of Product Return Reserve - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Product Warranty Liability [Line Items] | |||
Beginning balance | $ 27,174 | ||
Ending balance | 48,950 | $ 27,174 | |
Returns Reserve [Member] | |||
Product Warranty Liability [Line Items] | |||
Beginning balance | 27,174 | 28,089 | $ 23,440 |
Acquired balances | 11,364 | 0 | 0 |
Provision related to sales recorded in the period | 43,967 | 12,016 | 11,015 |
Credits issued during the period | (33,555) | (12,931) | (6,366) |
Ending balance | $ 48,950 | $ 27,174 | $ 28,089 |
Note 14 - Debt (Details)
Note 14 - Debt (Details) | Aug. 04, 2015USD ($) | Jun. 30, 2015USD ($)$ / sharesshares | Mar. 31, 2015USD ($) | Jun. 30, 2015USD ($)$ / sharesshares | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Mar. 09, 2015USD ($) |
Note 14 - Debt (Details) [Line Items] | ||||||||
Interest Expense, Debt | $ 15,800,000 | |||||||
Interest Paid | 15,365,000 | $ 17,000 | $ 89,000 | |||||
Convertible Debt, Noncurrent | 424,600,000 | |||||||
Proceeds from Convertible Debt | $ 436,400,000 | 600,000,000 | ||||||
Repayments of Long-term Debt | 435,000,000 | |||||||
Gains (Losses) on Extinguishment of Debt | $ (16,903,000) | |||||||
Convertible Debt [Member] | ||||||||
Note 14 - Debt (Details) [Line Items] | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% | 2.00% | ||||||
Debt Instrument, Face Amount | $ 600,000,000 | $ 600,000,000 | ||||||
Conversion of Stock, Conversion Rate (in Shares) | shares | 15.7858 | 15.7858 | ||||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 63.35 | $ 63.35 | ||||||
Debt Instrument, Convertible, Threshold Trading Days | 20 | |||||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | 30 years | |||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 130.00% | |||||||
Debt Issuance Cost | $ 18,700,000 | |||||||
Interest Expense, Debt | 16,300,000 | |||||||
Interest Paid | 6,000,000 | |||||||
Accretion Expense | $ 10,300,000 | |||||||
Convertible Debt [Member] | Conversion Circumstance 2 [Member] | ||||||||
Note 14 - Debt (Details) [Line Items] | ||||||||
Debt Instrument, Convertible, Threshold Trading Days | 5 | |||||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | 10 years | |||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 98.00% | |||||||
Revolving Credit Facility [Member] | ||||||||
Note 14 - Debt (Details) [Line Items] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 100,000,000 | |||||||
Percentage to Increase or Decrease Applicable Margin | 0.75% | |||||||
Long-term Line of Credit | $ 0 | |||||||
Barclays Senior Credit Facilities [Member] | ||||||||
Note 14 - Debt (Details) [Line Items] | ||||||||
Debt Instrument, Unamortized Discount | $ 17,800,000 | $ 17,800,000 | ||||||
Term Loan [Member] | Barclays Senior Credit Facilities [Member] | ||||||||
Note 14 - Debt (Details) [Line Items] | ||||||||
Interest Expense, Debt | $ 2,300,000 | 9,800,000 | ||||||
Interest Paid | 1,400,000 | 10,700,000 | ||||||
Long-term Debt | $ 435,000,000 | |||||||
Repayments of Long-term Debt | 435,000,000 | |||||||
Gains (Losses) on Extinguishment of Debt | (16,900,000) | |||||||
Amortization of Financing Costs | 900,000 | |||||||
Revolver [Member] | Barclays Senior Credit Facilities [Member] | ||||||||
Note 14 - Debt (Details) [Line Items] | ||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 50,000,000 | |||||||
Conversion Option [Member] | ||||||||
Note 14 - Debt (Details) [Line Items] | ||||||||
Derivative Liability, Fair Value, Gross Liability | $ 167,000,000 | $ 167,000,000 |
Note 15 - Stockholders' Equit80
Note 15 - Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Millions | Jun. 30, 2015 | Dec. 31, 2015 | Dec. 08, 2015 | Dec. 07, 2015 | Dec. 31, 2014 |
Note 15 - Stockholders' Equity (Details) [Line Items] | |||||
Preferred Stock, Shares Authorized | 2,000,000 | 2,000,000 | |||
Preferred Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.01 | $ 0.01 | |||
Preferred Stock, Shares Issued | 0 | 0 | |||
Preferred Stock, Shares Outstanding | 0 | 0 | |||
Common Stock, Par or Stated Value Per Share (in Dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | ||
Common Stock, Shares Authorized | 150,000,000 | 150,000,000 | 90,000,000 | 150,000,000 | |
Common Stock, Shares, Issued | 72,926,205 | 71,470,802 | |||
Common Stock, Shares, Outstanding | 72,682,476 | 71,227,073 | |||
Warrant Transactions [Member] | |||||
Note 15 - Stockholders' Equity (Details) [Line Items] | |||||
Debt Conversion, Converted Instrument, Warrants or Options Issued | 9,470,000 | ||||
Proceeds from Warrant Exercises (in Dollars) | $ 88.3 | ||||
Investment Warrants, Exercise Price (in Dollars per share) | $ 81.277 | ||||
Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt (in Dollars) | $ 21 |
Note 15 - Stockholders' Equit81
Note 15 - Stockholders' Equity (Details) - Common Stock Reserved for Future Issuance - shares | Dec. 31, 2015 | Dec. 31, 2014 | Feb. 28, 2001 | |
Note 15 - Stockholders' Equity (Details) - Common Stock Reserved for Future Issuance [Line Items] | ||||
Shares issued | 72,926,205 | 71,470,802 | ||
Common shares reserved for issuance | 500,000 | |||
Total shares of common stock issued and reserved for issuance | 94,273,000 | |||
Warrant [Member] | ||||
Note 15 - Stockholders' Equity (Details) - Common Stock Reserved for Future Issuance [Line Items] | ||||
Common shares reserved for issuance | 9,471,000 | |||
Conversion Option [Member] | ||||
Note 15 - Stockholders' Equity (Details) - Common Stock Reserved for Future Issuance [Line Items] | ||||
Common shares reserved for issuance | [1] | 9,471,000 | ||
Employee Stock Option [Member] | ||||
Note 15 - Stockholders' Equity (Details) - Common Stock Reserved for Future Issuance [Line Items] | ||||
Common shares reserved for issuance | [2] | 2,405,000 | ||
[1] | See "Note 14. Debt" | |||
[2] | See "Note 17. Share-based Compensation" |
Note 16 - Earnings Per Share (D
Note 16 - Earnings Per Share (Details) - shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Note 16 - Earnings Per Share (Details) [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 946,288 | 1,741,110 | |
Warrant [Member] | |||
Note 16 - Earnings Per Share (Details) [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 9,470,000 | ||
Convertible Debt Securities [Member] | |||
Note 16 - Earnings Per Share (Details) [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 9,470,000 | ||
Employee Stock Option [Member] | |||
Note 16 - Earnings Per Share (Details) [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,688,266 | ||
Restricted Stock [Member] | |||
Note 16 - Earnings Per Share (Details) [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,521,097 |
Note 16 - Earnings Per Share 83
Note 16 - Earnings Per Share (Details) - Reconciliation of Basic and Diluted Earnings Per Share - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||||
Basic Earnings Per Common Share: | ||||||||||||||
Net Income (in Dollars) | $ 11,427 | $ 35,755 | $ (1,852) | $ (6,333) | $ 120 | $ 15,737 | $ 35,071 | $ 6,425 | $ 38,997 | $ 57,353 | $ 101,259 | |||
Add-back of interest expense on outstanding convertible notes payable, net of tax (in Dollars) | 0 | [1] | 0 | [2] | 0 | [2] | ||||||||
Adjusted net income (in Dollars) | $ 38,997 | $ 57,353 | $ 101,259 | |||||||||||
Weighted average common shares outstanding | 70,416,757 | 69,820,348 | 69,338,789 | 68,967,875 | 68,678,779 | 68,254,327 | 68,095,159 | 67,702,296 | 69,640,417 | 68,185,552 | 66,921,181 | |||
Weighted-average incremental shares related to assumed exercise of warrants and stock options, vesting of non-vested shares and ESPP share issuance | 2,387,000 | [3] | 2,344,000 | 1,734,000 | ||||||||||
Weighted-average incremental shares assuming conversion of outstanding notes payable | 0 | [1] | 0 | [2] | 0 | [2] | ||||||||
Diluted weighted-average common shares outstanding | 72,041,760 | 72,777,746 | 69,338,789 | 68,967,875 | 70,988,328 | 70,715,226 | 70,313,491 | 69,938,872 | 72,027,344 | [4] | 70,530,349 | [5] | 68,655,038 | [6] |
Diluted net income per share (in Dollars per share) | $ 0.16 | $ 0.49 | $ (0.03) | $ (0.09) | $ 0 | $ 0.22 | $ 0.50 | $ 0.09 | $ 0.54 | $ 0.81 | $ 1.47 | |||
Basic earnings per share (in Dollars per share) | $ 0.16 | $ 0.51 | $ (0.03) | $ (0.09) | $ 0 | $ 0.23 | $ 0.52 | $ 0.09 | $ 0.56 | $ 0.84 | $ 1.51 | |||
[1] | The numerator and denominator adjustments related to the Company's convertible notes payable were excluded from the computation because the add-back of interest expense, net of tax, to the numerator had a greater effect on the quotient than the inclusion of the incremental shares assuming conversion of the convertible notes payable in the denominator, resulting in anti-dilution. | |||||||||||||
[2] | Not applicable to the period presented. | |||||||||||||
[3] | As of December 31, 2015, the approximately 9.47 million warrants outstanding have been excluded from the denominator of the diluted EPS computation under the treasury stock method because the exercise price of the warrants exceeds the average market price of the Company's common stock for the period, so inclusion in the calculation would be anti-dilutive. | |||||||||||||
[4] | As of December 31, 2015, shares issuable but not included in the Company's computation of diluted EPS, which could potentially dilute future earnings, include 9.47 million for warrants to purchase the Company's common stock and 9.47 million shares for conversion of outstanding convertible senior notes payable. In addition, for the year ended December 31, 2015, the Company excluded from the computation as anti-dilutive 1,688,266 and 1,521,097 shares issuable upon the exercise of stock options and vesting of non-vested restricted stock awards, respectively. | |||||||||||||
[5] | For the year ended December 31, 2014, the Company excluded 946,288 stock options from the computation of diluted net income per common share as the effect of these options would have been anti-dilutive. | |||||||||||||
[6] | For the year ended December 31, 2013, the Company excluded 1,741,110 stock options from the computation of diluted net income per common share as the effect of these options would have been anti-dilutive. |
Note 17 - Share-based Compens84
Note 17 - Share-based Compensation (Details) - USD ($) | Apr. 29, 2014 | Dec. 31, 2014 | Jun. 30, 2013 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Oct. 31, 2000 | Sep. 30, 2000 |
Note 17 - Share-based Compensation (Details) [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 3,042,180 | 2,405,371 | 3,042,180 | 3,770,905 | 4,177,221 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 6 years 354 days | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term | 5 years 94 days | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value (in Dollars) | $ 52,370,000 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value (in Dollars) | $ 48,873,000 | ||||||||
Share Based Compensation Arrangement by Share-based Payment Award Equity Instruments Other ThanOptions Vested and Expected to Vest Outstanding, Number | 1,900,280 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 1,893,305 | ||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized (in Dollars) | $ 63,014,000 | ||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 54 days | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value (in Dollars) | $ 33,043,000 | $ 10,423,000 | $ 8,780,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | 0.00% | 0.00% | ||||||
Share-based Compensation Arrangement by Share-based Payment Award Accelerated Compensation Cost (in Dollars) | $ 2,300,000 | ||||||||
After Tax Share-based Compensation Effect on Earnings Per Share, Basic (in Dollars per share) | $ 0.20 | $ 0.20 | $ 0.19 | ||||||
After Tax Share-based Compensation Effect on Earnings Per Share, Diluted | 0.20 | 0.20 | 0.19 | ||||||
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense (in Dollars) | $ 9,150,000 | $ 6,880,000 | $ 4,829,000 | ||||||
President and CEO [Member] | |||||||||
Note 17 - Share-based Compensation (Details) [Line Items] | |||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized (in Dollars) | $ 7,600,000 | ||||||||
President [Member] | |||||||||
Note 17 - Share-based Compensation (Details) [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award Accelerated Compensation Cost (in Dollars) | $ 500,000 | ||||||||
The 1999 Equity Incentive Plan [Member] | |||||||||
Note 17 - Share-based Compensation (Details) [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 5,000,000 | 2,400,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 30,438 | 10,938 | 30,438 | 44,937 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 296,921 | ||||||||
Amended and Restated 2002 Equity Incentive Plan [Member] | |||||||||
Note 17 - Share-based Compensation (Details) [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 14,950,000 | 11,800,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number | 3,006,367 | 2,394,433 | 3,006,367 | 3,720,593 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 2,327,176 | 2,146,498 | 2,327,176 | 2,123,835 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 1,515,134 | ||||||||
The ESPP Plan [Member] | |||||||||
Note 17 - Share-based Compensation (Details) [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 81,250 | ||||||||
Stock Options and Restricted Stock Awards [Member] | |||||||||
Note 17 - Share-based Compensation (Details) [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years | ||||||||
Restricted Stock [Member] | |||||||||
Note 17 - Share-based Compensation (Details) [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 1,954,570 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Aggregate Intrinsic Value, Outstanding (in Dollars) | $ 91,784,000 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 2,129,458 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 930,159 | 796,966 | 617,302 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value (in Dollars per share) | $ 22.64 | $ 21.36 | $ 18.80 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value (in Dollars) | $ 21,061,000 | $ 16,959,000 | $ 11,604,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 973,742 | 1,449,585 | 1,032,924 | ||||||
Restricted Stock [Member] | President and CEO [Member] | |||||||||
Note 17 - Share-based Compensation (Details) [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 150,000 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Fair Value (in Dollars) | $ 3,900,000 | ||||||||
Restricted Stock [Member] | Withheld for Minimum Withholding Tax Purposes [Member] | |||||||||
Note 17 - Share-based Compensation (Details) [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 370,449 | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value (in Dollars per share) | $ 40.48 | ||||||||
Performance Shares [Member] | President and CEO [Member] | |||||||||
Note 17 - Share-based Compensation (Details) [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 375,000 | ||||||||
Minimum [Member] | President and CEO [Member] | |||||||||
Note 17 - Share-based Compensation (Details) [Line Items] | |||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years | ||||||||
Minimum [Member] | Stock Options and Restricted Stock Awards [Member] | |||||||||
Note 17 - Share-based Compensation (Details) [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | ||||||||
Maximum [Member] | Stock Options and Restricted Stock Awards [Member] | |||||||||
Note 17 - Share-based Compensation (Details) [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years |
Note 17 - Share-based Compens85
Note 17 - Share-based Compensation (Details) - Summary of Stock Option Activity - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Summary of Stock Option Activity [Abstract] | |||
Outstanding at December 31, 2012 | 3,042,180 | 3,770,905 | 4,177,221 |
Outstanding at December 31, 2012 | $ 14.78 | $ 14.01 | $ 12.72 |
Outstanding | 2,405,371 | 3,042,180 | 3,770,905 |
Weighted average exercise price, outstanding | $ 21.39 | $ 14.78 | $ 14.01 |
Options exercisable at December 31, 2015 | 1,645,568 | ||
Options exercisable at December 31, 2015 | $ 16.10 | ||
Options granted | 406,950 | 386,600 | 506,000 |
Weighted average exercise price, options granted | $ 41.27 | $ 25.27 | $ 18.06 |
Options exercised | (1,042,198) | (778,112) | (814,177) |
Weighted average exercise price, options exercised | $ 9.87 | $ 13.76 | $ 9.28 |
Options forfeited | (1,561) | (337,213) | (98,139) |
Weighted average exercise price, options forfeited | $ 16.7 | $ 20.48 | $ 19.51 |
Note 17 - Share-based Compens86
Note 17 - Share-based Compensation (Details) - Summary of Non-vested Restricted Stock Awards - Restricted Stock [Member] - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Note 17 - Share-based Compensation (Details) - Summary of Non-vested Restricted Stock Awards [Line Items] | |||
Non-vested at December 31, 2012 | 1,954,570 | ||
Non-vested at December 31, 2012 | $ 23.61 | $ 21.13 | $ 20.97 |
Non-vested | 2,146,498 | 2,327,176 | 2,123,835 |
Weighted avarege grant date fair value, non-vested | $ 33.20 | $ 23.61 | $ 21.13 |
Granted | 973,742 | 1,449,585 | 1,032,924 |
Weighted avarege grant date fair value, granted | $ 45.40 | $ 25.35 | $ 19.92 |
Vested | (930,159) | (796,966) | (617,302) |
Weighted avarege grant date fair value, vested | $ 22.64 | $ 21.36 | $ 18.80 |
Forfeited | (224,261) | (449,278) | (246,357) |
Weighted avarege grant date fair value, forfeited | $ 29.01 | $ 21.47 | $ 20.69 |
Note 17 - Share-based Compens87
Note 17 - Share-based Compensation (Details) - Stock Option Valuation Assumptions - $ / shares | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Stock Option Valuation Assumptions [Abstract] | |||
Volatility (range) | 39.90% | 40.10% | 41.70% |
Volatility (range) | 40.10% | 41.70% | |
Volatility (weighted average) | 40.00% | 40.20% | 41.70% |
Risk-free interest rate (range) | 0.80% | 0.60% | 1.10% |
Risk-free interest rate (range) | 1.80% | 1.90% | 1.90% |
Risk-free interest rate (weighted average) | 1.70% | 1.80% | 1.20% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Expected life (years) | 6 years 65 days | 6 years 25 days | 6 years 69 days |
Weighted average grant date fair value (in Dollars per share) | $ 17.08 | $ 10.45 | $ 7.54 |
Note 17 - Share-based Compens88
Note 17 - Share-based Compensation (Details) - Share-based Compensation Expense - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Allocated share-based compensation | $ 28,613 | $ 20,883 | $ 17,644 |
Cost of Sales [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Allocated share-based compensation | 4,479 | 2,494 | 2,035 |
Research and Development Expense [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Allocated share-based compensation | 5,996 | 5,072 | 4,885 |
Selling, General and Administrative Expenses [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | |||
Allocated share-based compensation | $ 18,138 | $ 13,317 | $ 10,724 |
Note 18 - Employee Benefit Pl89
Note 18 - Employee Benefit Plans (Details) - USD ($) | 12 Months Ended | ||||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Feb. 28, 2001 | ||
Note 18 - Employee Benefit Plans (Details) [Line Items] | |||||
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 25.00% | ||||
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 100.00% | 50.00% | |||
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 5.00% | 6.00% | |||
Defined Contribution Plan, Employers Matching Contribution, Annual Vesting Percentage | 100.00% | ||||
Defined Contribution Plan Employers Discretionary Profit Sharing and Matching Contributions Vesting Period | 3 years | ||||
Defined Contribution Plan, Cost Recognized (in Dollars) | $ 3,656,000 | $ 1,615,000 | $ 1,501,000 | ||
Common Stock, Capital Shares Reserved for Future Issuance (in Shares) | 500,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Discount from Market Price, Purchase Date | 15.00% | ||||
Stock Issued During Period, Value, Employee Stock Purchase Plan (in Dollars) | $ (3,518,000) | 3,270,000 | $ 3,552,000 | ||
Cash Surrender Value of Life Insurance (in Dollars) | 30,726,000 | 29,241,000 | |||
Deferred Compensation Liability, Classified, Noncurrent (in Dollars) | [1] | $ 25,581,000 | $ 25,837,000 | ||
After One Year of Service [Member] | |||||
Note 18 - Employee Benefit Plans (Details) [Line Items] | |||||
Defined Contribution Plan, Employers Matching Contribution, Annual Vesting Percentage | 25.00% | ||||
After Two Years of Service [Member] | |||||
Note 18 - Employee Benefit Plans (Details) [Line Items] | |||||
Defined Contribution Plan, Employers Matching Contribution, Annual Vesting Percentage | 50.00% | ||||
The ESPP Plan [Member] | |||||
Note 18 - Employee Benefit Plans (Details) [Line Items] | |||||
Stock Issued During Period, Shares, Employee Stock Purchase Plans (in Shares) | 35,275 | 35,350 | 39,748 | ||
Stock Issued During Period, Value, Employee Stock Purchase Plan (in Dollars) | $ 1,184,000 | $ 788,000 | $ 660,000 | ||
ENQDCP [Member] | |||||
Note 18 - Employee Benefit Plans (Details) [Line Items] | |||||
Deferred Compensation Arrangement with Individual Employer Match Contributions Vesting Period | 5 years | ||||
Deferred Compensation Arrangement with Individual, Employer Contribution (in Dollars) | $ 1,098,000 | $ 850,000 | $ 764,000 | ||
Base Salary and Sales Bonus [Member] | ENQDCP [Member] | |||||
Note 18 - Employee Benefit Plans (Details) [Line Items] | |||||
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 75.00% | ||||
Annual Performance Bonus [Member] | ENQDCP [Member] | |||||
Note 18 - Employee Benefit Plans (Details) [Line Items] | |||||
Defined Contribution Plan, Maximum Annual Contributions Per Employee, Percent | 100.00% | ||||
Deferred Compensation, Excluding Share-based Payments and Retirement Benefits [Member] | ENQDCP [Member] | |||||
Note 18 - Employee Benefit Plans (Details) [Line Items] | |||||
Defined Contribution Plan, Employer Matching Contribution, Percent of Match | 50.00% | ||||
Base Salary and Bonus Compensation [Member] | ENQDCP [Member] | |||||
Note 18 - Employee Benefit Plans (Details) [Line Items] | |||||
Defined Contribution Plan, Employer Matching Contribution, Percent of Employees' Gross Pay | 10.00% | ||||
First 5 Years of Employment [Member] | ENQDCP [Member] | |||||
Note 18 - Employee Benefit Plans (Details) [Line Items] | |||||
Deferred Compensation Arrangement with Individual Percentage Vested | 20.00% | ||||
After 5 Years of Employment [Member] | ENQDCP [Member] | |||||
Note 18 - Employee Benefit Plans (Details) [Line Items] | |||||
Deferred Compensation Arrangement with Individual Percentage Vested | 100.00% | ||||
Maximum [Member] | Base Salary and Bonus Compensation [Member] | ENQDCP [Member] | |||||
Note 18 - Employee Benefit Plans (Details) [Line Items] | |||||
Defined Contribution Plan, Maximum Employer Annual Contributions Per Employee, Percent | 5.00% | ||||
[1] | The deferred compensation plan liability is a non-current liability recorded at the value of the amount owed to the plan participants, with changes in value recognized as a compensation expense in the Company's consolidated statements of income. The calculation of the deferred compensation obligation is derived from observable market data by reference to hypothetical investments selected by the participants and is included in the line items captioned "Other non-current liabilities" on the Company's consolidated balance sheets. The Company invests in corporate-owned life insurance ("COLI") policies, of which the cash surrender value is included in the line item captioned "Other non-current assets" on the Company's consolidated balance sheets. |
Note 19 - Income Taxes (Details
Note 19 - Income Taxes (Details) - USD ($) | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Note 19 - Income Taxes (Details) [Line Items] | ||||
Unrecognized Tax Benefits | $ 5,680,000 | $ 6,517,000 | $ 5,292,000 | $ 2,920,000 |
Unrecognized Tax Benefits that Would Impact Effective Tax Rate | 4,100,000 | 5,000,000 | 4,300,000 | |
Unrecognized Tax Benefits, Interest on Income Taxes Expense | 8,000 | 5,000 | ||
Unrecognized Tax Benefits, Interest on Income Taxes Accrued | 589,000 | 597,000 | ||
Deferred Tax Liabilities, Undistributed Foreign Earnings | 0 | |||
Domestic Tax Authority [Member] | ||||
Note 19 - Income Taxes (Details) [Line Items] | ||||
Effective Income Tax Rate Reconciliation, Tax Credit, Research, Amount | (2,672,000) | (2,401,000) | (1,900,000) | $ 0 |
State and Local Jurisdiction [Member] | ||||
Note 19 - Income Taxes (Details) [Line Items] | ||||
Effective Income Tax Rate Reconciliation, Tax Credit, Research, Amount | (2,357,000) | $ (2,133,000) | $ (1,787,000) | |
Unrecognized Tax Benefits, Interest on Income Taxes Accrued | $ 598,000 |
Note 19 - Income Taxes (Detai91
Note 19 - Income Taxes (Details) - Provision for Income Taxes - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Current: | |||
Federal taxes | $ 48,078 | $ 42,635 | $ 67,407 |
State taxes | 2,286 | 2,467 | 2,569 |
Foreign taxes | (442) | 832 | 742 |
Total current tax expense | 49,922 | 45,934 | 70,718 |
Deferred: | |||
Federal taxes | (23,605) | (9,039) | (21,050) |
State taxes | (5,733) | (3,597) | (1,965) |
Foreign taxes | (213) | (92) | (2,022) |
Total deferred tax (benefit) expense | (29,551) | (12,728) | (25,037) |
Provision for income taxes | $ 20,371 | $ 33,206 | $ 45,681 |
Note 19 - Income Taxes (Detai92
Note 19 - Income Taxes (Details) - Effective Income Tax Rate Reconciliation - USD ($) | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Note 19 - Income Taxes (Details) - Effective Income Tax Rate Reconciliation [Line Items] | ||||
Income before income taxes | $ 59,368,000 | $ 90,559,000 | $ 146,940,000 | |
Tax provision at the federal statutory rate | $ 20,779,000 | $ 31,696,000 | $ 51,429,000 | |
Tax provision at the federal statutory rate | 35.00% | 35.00% | 35.00% | |
Increase (decrease) in tax rate resulting from: | ||||
Tax rate differential and permanent items on foreign income | $ 412,000 | $ 2,285,000 | $ 383,000 | |
Tax rate differential and permanent items on foreign income | 0.70% | 2.50% | 0.30% | |
State income taxes, net of federal benefit | $ 365,000 | $ 887,000 | $ 1,616,000 | |
State income taxes, net of federal benefit | 0.60% | 1.00% | 1.10% | |
Share-based compensation | $ 968,000 | $ 189,000 | $ 92,000 | |
Share-based compensation | 1.60% | 0.20% | 0.10% | |
Executive compensation | $ 3,140,000 | $ 1,552,000 | $ 336,000 | |
Executive compensation | 5.30% | 1.70% | 0.20% | |
Domestic manufacturing deduction | $ (1,422,000) | $ (679,000) | $ (1,666,000) | |
Domestic manufacturing deduction | (2.40%) | (0.70%) | (1.10%) | |
Other permanent book/tax differences | $ 2,003,000 | $ 170,000 | $ (967,000) | |
Other permanent book/tax differences | 3.40% | 0.20% | (0.70%) | |
Provision for uncertain tax positions | $ 184,000 | $ 952,000 | $ 1,718,000 | |
Provision for uncertain tax positions | 0.30% | 1.10% | 1.10% | |
Taiwan Rural Area Investment Tax Credit | $ (2,134,000) | |||
Taiwan Rural Area Investment Tax Credit | (3.60%) | |||
Other, net | $ 246,000 | $ 24,000 | $ (473,000) | |
Other, net | 0.40% | 0.00% | (0.30%) | |
Provision for income taxes | $ 20,371,000 | $ 33,206,000 | $ 45,681,000 | |
Provision for income taxes | 34.30% | 36.70% | 31.10% | |
Prior Years Estimated [Member] | ||||
Increase (decrease) in tax rate resulting from: | ||||
Prior year adjustments | $ 859,000 | $ 664,000 | $ (1,150,000) | |
Prior year adjustments | 1.50% | 0.70% | (0.80%) | |
Prior Year Federal R&D Credits [Member] | ||||
Increase (decrease) in tax rate resulting from: | ||||
Prior year adjustments | $ (1,950,000) | |||
Prior year adjustments | (1.30%) | |||
State and Local Jurisdiction [Member] | ||||
Increase (decrease) in tax rate resulting from: | ||||
Research and development credits | $ (2,357,000) | $ (2,133,000) | $ (1,787,000) | |
Research and development credits | (4.00%) | (2.40%) | (1.20%) | |
Domestic Tax Authority [Member] | ||||
Increase (decrease) in tax rate resulting from: | ||||
Research and development credits | $ (2,672,000) | $ (2,401,000) | $ (1,900,000) | $ 0 |
Research and development credits | (4.50%) | (2.60%) | (1.30%) |
Note 19 - Income Taxes (Detai93
Note 19 - Income Taxes (Details) - Components of Deferred Tax Assets and Liabilities - USD ($) $ in Thousands | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax assets: | ||
Deferred revenues | $ 1,550 | |
Accrued expenses | $ 83,414 | 46,206 |
Inventory reserves | 9,585 | 10,223 |
Net operating loss carryforwards | 38 | 46 |
Depreciation and amortization | 362 | 284 |
Acquired product rights and intangibles | 20,912 | 18,788 |
Capitalized legal fees | 7,352 | 12,829 |
R&D credit carryforwards | 6,149 | 4,331 |
Share based compensation expense | 5,471 | 4,397 |
Other | 389 | 1,048 |
Deferred tax assets | 133,672 | 99,702 |
Deferred tax liabilities: | ||
Tax depreciation and amortization in excess of book amounts | 7,367 | 1,028 |
Acquired product rights and intangibles | 188,018 | |
Deferred manufacturing costs | 65 | 65 |
Derivative | 8,894 | |
Other | 1,783 | 1,947 |
Deferred tax liabilities | 206,127 | 3,040 |
Deferred tax assets (liabilities), net | $ (72,455) | $ 96,662 |
Note 19 - Income Taxes (Detai94
Note 19 - Income Taxes (Details) - Rollforward of Unrecognized Tax Benefits - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Rollforward of Unrecognized Tax Benefits [Abstract] | |||
Unrecognized tax benefits beginning of year | $ 6,517 | $ 5,292 | $ 2,920 |
Gross change for current year positions | 1,079 | 1,089 | 797 |
Gross change for prior period positions | (673) | 310 | 1,575 |
Gross change due to Tower acquisition | 1,037 | ||
Decrease due to settlements and payments | (2,280) | (174) | |
Unrecognized tax benefits end of year | $ 5,680 | $ 6,517 | $ 5,292 |
Note 20 - Alliance and Collab95
Note 20 - Alliance and Collaboration Agreements (Details) | 1 Months Ended | 3 Months Ended | 10 Months Ended | 12 Months Ended | 25 Months Ended | ||||||||||||||||||
Aug. 31, 2013USD ($) | Apr. 30, 2013USD ($) | Mar. 31, 2011USD ($) | Jun. 30, 2010USD ($) | Dec. 31, 2009USD ($) | Mar. 31, 2009USD ($) | Dec. 31, 2008USD ($) | Dec. 31, 2015USD ($) | Jun. 30, 2015USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Sep. 30, 2013USD ($) | Mar. 31, 2013USD ($) | Dec. 31, 2012USD ($) | Dec. 31, 2009USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2013USD ($) | Dec. 31, 2012USD ($) | Dec. 31, 2011 | Mar. 31, 2011USD ($) | Sep. 30, 2015 | |
Note 20 - Alliance and Collaboration Agreements (Details) [Line Items] | |||||||||||||||||||||||
Number Of Products | 10 | 10 | 10 | ||||||||||||||||||||
Research and Development Expense | $ 76,982,000 | $ 78,642,000 | $ 68,854,000 | ||||||||||||||||||||
Impairment of Intangible Assets (Excluding Goodwill) | $ 13,700,000 | $ 13,664,000 | 2,876,000 | 13,906,000 | |||||||||||||||||||
Receivable Collection Period | 30 days | ||||||||||||||||||||||
Period after the First Commercial Sale of the Advanced Form of SOLODYN Product the Company Is Receiving Royalty Fee Income | 8 years | ||||||||||||||||||||||
Cost of Sales [Member] | |||||||||||||||||||||||
Note 20 - Alliance and Collaboration Agreements (Details) [Line Items] | |||||||||||||||||||||||
Impairment of Intangible Assets (Excluding Goodwill) | 7,300,000 | 2,900,000 | 13,100,000 | ||||||||||||||||||||
Specified Threshold [Member] | |||||||||||||||||||||||
Note 20 - Alliance and Collaboration Agreements (Details) [Line Items] | |||||||||||||||||||||||
Product Sales | $ 100,000,000 | ||||||||||||||||||||||
Shire Laboratories Incorporated [Member] | |||||||||||||||||||||||
Note 20 - Alliance and Collaboration Agreements (Details) [Line Items] | |||||||||||||||||||||||
Litigation Settlement, Amount | 48,000,000 | ||||||||||||||||||||||
Accounts Payable, Other | 19,540,000 | $ 21,089,000 | $ 20,406,000 | 19,540,000 | 21,089,000 | 20,406,000 | |||||||||||||||||
Tolmar Incorporated [Member] | |||||||||||||||||||||||
Note 20 - Alliance and Collaboration Agreements (Details) [Line Items] | |||||||||||||||||||||||
Accounts Payable, Other | $ 77,683,000 | 15,995,000 | 3,905,000 | $ 77,683,000 | 15,995,000 | 3,905,000 | |||||||||||||||||
Number Of Products | 11 | ||||||||||||||||||||||
Collaborative Arrangement Up Front Payment | $ 21,000,000 | ||||||||||||||||||||||
Tolmar Incorporated [Member] | Products Approved [Member] | |||||||||||||||||||||||
Note 20 - Alliance and Collaboration Agreements (Details) [Line Items] | |||||||||||||||||||||||
Number Of Products | 10 | ||||||||||||||||||||||
Tolmar Incorporated [Member] | Product Pending Approval [Member] | |||||||||||||||||||||||
Note 20 - Alliance and Collaboration Agreements (Details) [Line Items] | |||||||||||||||||||||||
Number Of Products | 1 | ||||||||||||||||||||||
Tolmar Incorporated [Member] | Products in Development [Member] | |||||||||||||||||||||||
Note 20 - Alliance and Collaboration Agreements (Details) [Line Items] | |||||||||||||||||||||||
Number Of Products | 2 | ||||||||||||||||||||||
Research and Development Expense | $ 1,550,000 | ||||||||||||||||||||||
Tolmar Incorporated [Member] | Cost of Sales [Member] | |||||||||||||||||||||||
Note 20 - Alliance and Collaboration Agreements (Details) [Line Items] | |||||||||||||||||||||||
Impairment of Intangible Assets (Excluding Goodwill) | $ 13,100,000 | ||||||||||||||||||||||
Teva Pharmaceutical Industries Limited [Member] | |||||||||||||||||||||||
Note 20 - Alliance and Collaboration Agreements (Details) [Line Items] | |||||||||||||||||||||||
Service Agreement Term | 10 years | ||||||||||||||||||||||
Receivable Collection Period | 30 days | ||||||||||||||||||||||
Pfizer Incorporated [Member] | |||||||||||||||||||||||
Note 20 - Alliance and Collaboration Agreements (Details) [Line Items] | |||||||||||||||||||||||
Service Agreement Term | 15 years | ||||||||||||||||||||||
Valeant [Member] | |||||||||||||||||||||||
Note 20 - Alliance and Collaboration Agreements (Details) [Line Items] | |||||||||||||||||||||||
Number Of Products | 5 | ||||||||||||||||||||||
Valeant [Member] | Generic Products [Member] | |||||||||||||||||||||||
Note 20 - Alliance and Collaboration Agreements (Details) [Line Items] | |||||||||||||||||||||||
Number Of Products | 4 | 1 | |||||||||||||||||||||
Valeant [Member] | Branded Advanced Form of Solodyn Product [Member] | |||||||||||||||||||||||
Note 20 - Alliance and Collaboration Agreements (Details) [Line Items] | |||||||||||||||||||||||
Number Of Products | 1 | ||||||||||||||||||||||
Endo Pharmaceuticals Incorporation [Member] | |||||||||||||||||||||||
Note 20 - Alliance and Collaboration Agreements (Details) [Line Items] | |||||||||||||||||||||||
Litigation Settlement, Amount | $ 102,049,000 | ||||||||||||||||||||||
Collaborative Arrangement Copromotion Service Fee Percentage | 100.00% | 100.00% | 30.00% | ||||||||||||||||||||
Deferred Revenue Estimated Period Of Recognition | 112 months | ||||||||||||||||||||||
Deferred Revenue | $ 0 | 4,310,000 | $ 0 | 4,310,000 | |||||||||||||||||||
Gain (Loss) Related to Litigation Settlement | $ 102,049,000 | ||||||||||||||||||||||
Astra Zeneca [Member] | |||||||||||||||||||||||
Note 20 - Alliance and Collaboration Agreements (Details) [Line Items] | |||||||||||||||||||||||
Collaborative Arrangement Quarterly Payments Made | 43,564,000 | ||||||||||||||||||||||
Accrued Royalties | 16,848,000 | 14,262,000 | 36,113,000 | 16,848,000 | 14,262,000 | $ 36,113,000 | |||||||||||||||||
DURECT Corporation [Member] | |||||||||||||||||||||||
Note 20 - Alliance and Collaboration Agreements (Details) [Line Items] | |||||||||||||||||||||||
Collaborative Arrangement Up Front Payment | 2,000,000 | ||||||||||||||||||||||
Collaborative Arrangement Maximum Contingent Payments Amount | $ 61,000,000 | ||||||||||||||||||||||
Product Acquisition Agreement with Teva [Member] | |||||||||||||||||||||||
Note 20 - Alliance and Collaboration Agreements (Details) [Line Items] | |||||||||||||||||||||||
Collaborative Arrangement Maximum Contingent Payments Amount | $ 3,500,000 | ||||||||||||||||||||||
Acceptance Of Regulatory Filings For Substantive Review [Member] | |||||||||||||||||||||||
Note 20 - Alliance and Collaboration Agreements (Details) [Line Items] | |||||||||||||||||||||||
Completion Period | 2 months | ||||||||||||||||||||||
Tolmar Incorporated [Member] | |||||||||||||||||||||||
Note 20 - Alliance and Collaboration Agreements (Details) [Line Items] | |||||||||||||||||||||||
Maximum Loan Amount Pursuant to Loan and Security Agreement | 15,000,000 | $ 15,000,000 | |||||||||||||||||||||
Loans Receivable, Net | $ 15,000,000 | $ 15,000,000 | |||||||||||||||||||||
Milestone Payments [Member] | Tolmar Incorporated [Member] | |||||||||||||||||||||||
Note 20 - Alliance and Collaboration Agreements (Details) [Line Items] | |||||||||||||||||||||||
Collaborative Arrangement Required Payment Net | $ 12,000,000 | $ 1,000,000 | |||||||||||||||||||||
Research and Development Expense | $ 1,000,000 | ||||||||||||||||||||||
Collaborative Arrangement Quarterly Payments Made | $ 5,000,000 | ||||||||||||||||||||||
Milestone Payments [Member] | Tolmar Incorporated [Member] | Diclofenac Sodium Gel [Member] | |||||||||||||||||||||||
Note 20 - Alliance and Collaboration Agreements (Details) [Line Items] | |||||||||||||||||||||||
Collaborative Arrangement Required Payment Net | $ 2,000,000 | ||||||||||||||||||||||
Milestone Payments [Member] | Valeant [Member] | |||||||||||||||||||||||
Note 20 - Alliance and Collaboration Agreements (Details) [Line Items] | |||||||||||||||||||||||
Collaborative Arrangement Contingent Payments Received And Potentially To Be Received | $ 3,000,000 | $ 2,000,000 | $ 5,000,000 | ||||||||||||||||||||
Collaborative Arrangement Maximum Contingent Payments Amount | $ 8,000,000 | $ 8,000,000 | |||||||||||||||||||||
Up-front Payment Arrangement [Member] | Valeant [Member] | |||||||||||||||||||||||
Note 20 - Alliance and Collaboration Agreements (Details) [Line Items] | |||||||||||||||||||||||
Collaborative Arrangement Contingent Payments Received And Potentially To Be Received | $ 40,000,000 | ||||||||||||||||||||||
Up-front Payment Arrangement [Member] | Endo Pharmaceuticals Incorporation [Member] | |||||||||||||||||||||||
Note 20 - Alliance and Collaboration Agreements (Details) [Line Items] | |||||||||||||||||||||||
Deferred Revenue, Additions | $ 10,000,000 | ||||||||||||||||||||||
Milestone Payment Arrangement [Member] | Valeant [Member] | |||||||||||||||||||||||
Note 20 - Alliance and Collaboration Agreements (Details) [Line Items] | |||||||||||||||||||||||
Collaborative Arrangement Contingent Payments Received And Potentially To Be Received | $ 12,000,000 | $ 15,000,000 | |||||||||||||||||||||
Minimum [Member] | IND-enabling Animal Studies for New Development Candidate [Member] | |||||||||||||||||||||||
Note 20 - Alliance and Collaboration Agreements (Details) [Line Items] | |||||||||||||||||||||||
Completion Period | 12 months | ||||||||||||||||||||||
Minimum [Member] | Phase 1 Trials [Member] | |||||||||||||||||||||||
Note 20 - Alliance and Collaboration Agreements (Details) [Line Items] | |||||||||||||||||||||||
Completion Period | 1 year | ||||||||||||||||||||||
Minimum [Member] | Phase 2 Trials [Member] | |||||||||||||||||||||||
Note 20 - Alliance and Collaboration Agreements (Details) [Line Items] | |||||||||||||||||||||||
Completion Period | 1 year | ||||||||||||||||||||||
Minimum [Member] | Phase 3 Trials [Member] | |||||||||||||||||||||||
Note 20 - Alliance and Collaboration Agreements (Details) [Line Items] | |||||||||||||||||||||||
Completion Period | 2 years | ||||||||||||||||||||||
Minimum [Member] | Bioequivalence Studies [Member] | |||||||||||||||||||||||
Note 20 - Alliance and Collaboration Agreements (Details) [Line Items] | |||||||||||||||||||||||
Completion Period | 3 months | ||||||||||||||||||||||
Minimum [Member] | Preparation And Submission Of Regulatory Filings [Member] | |||||||||||||||||||||||
Note 20 - Alliance and Collaboration Agreements (Details) [Line Items] | |||||||||||||||||||||||
Completion Period | 6 months | ||||||||||||||||||||||
Minimum [Member] | Potential Marketing Approval One [Member] | |||||||||||||||||||||||
Note 20 - Alliance and Collaboration Agreements (Details) [Line Items] | |||||||||||||||||||||||
Completion Period | 1 year | ||||||||||||||||||||||
Minimum [Member] | Potential Marketing Approval Two [Member] | |||||||||||||||||||||||
Note 20 - Alliance and Collaboration Agreements (Details) [Line Items] | |||||||||||||||||||||||
Completion Period | 1 year | ||||||||||||||||||||||
Minimum [Member] | Tolmar Product Rights [Member] | |||||||||||||||||||||||
Note 20 - Alliance and Collaboration Agreements (Details) [Line Items] | |||||||||||||||||||||||
Finite-Lived Intangible Asset, Useful Life | 5 years | ||||||||||||||||||||||
Maximum [Member] | IND-enabling Animal Studies for New Development Candidate [Member] | |||||||||||||||||||||||
Note 20 - Alliance and Collaboration Agreements (Details) [Line Items] | |||||||||||||||||||||||
Completion Period | 18 months | ||||||||||||||||||||||
Maximum [Member] | Phase 1 Trials [Member] | |||||||||||||||||||||||
Note 20 - Alliance and Collaboration Agreements (Details) [Line Items] | |||||||||||||||||||||||
Completion Period | 2 years | ||||||||||||||||||||||
Maximum [Member] | Phase 2 Trials [Member] | |||||||||||||||||||||||
Note 20 - Alliance and Collaboration Agreements (Details) [Line Items] | |||||||||||||||||||||||
Completion Period | 3 years | ||||||||||||||||||||||
Maximum [Member] | Phase 3 Trials [Member] | |||||||||||||||||||||||
Note 20 - Alliance and Collaboration Agreements (Details) [Line Items] | |||||||||||||||||||||||
Completion Period | 4 years | ||||||||||||||||||||||
Maximum [Member] | Bioequivalence Studies [Member] | |||||||||||||||||||||||
Note 20 - Alliance and Collaboration Agreements (Details) [Line Items] | |||||||||||||||||||||||
Completion Period | 1 year | ||||||||||||||||||||||
Maximum [Member] | Preparation And Submission Of Regulatory Filings [Member] | |||||||||||||||||||||||
Note 20 - Alliance and Collaboration Agreements (Details) [Line Items] | |||||||||||||||||||||||
Completion Period | 12 months | ||||||||||||||||||||||
Maximum [Member] | Potential Marketing Approval One [Member] | |||||||||||||||||||||||
Note 20 - Alliance and Collaboration Agreements (Details) [Line Items] | |||||||||||||||||||||||
Completion Period | 3 years | ||||||||||||||||||||||
Maximum [Member] | Potential Marketing Approval Two [Member] | |||||||||||||||||||||||
Note 20 - Alliance and Collaboration Agreements (Details) [Line Items] | |||||||||||||||||||||||
Completion Period | 3 years | ||||||||||||||||||||||
Maximum [Member] | Tolmar Product Rights [Member] | |||||||||||||||||||||||
Note 20 - Alliance and Collaboration Agreements (Details) [Line Items] | |||||||||||||||||||||||
Finite-Lived Intangible Asset, Useful Life | 12 years |
Note 21 - Commitments and Con96
Note 21 - Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Operating Leases, Rent Expense | $ 4,146,000 | $ 2,162,000 | $ 1,932,000 |
Purchase Commitment, Remaining Minimum Amount Committed | $ 67,100,000 | ||
Purchase Commitment Period | 1 year | ||
Contractual Obligation | $ 300,000 |
Note 21 - Commitments and Con97
Note 21 - Commitments and Contingencies (Details) - Future Minimum Lease Payments under Non-cancelable Operating Leases $ in Thousands | Dec. 31, 2015USD ($) |
Future Minimum Lease Payments under Non-cancelable Operating Leases [Abstract] | |
2,016 | $ 5,797 |
2,017 | 4,784 |
2,018 | 4,242 |
2,019 | 2,376 |
2,020 | 1,100 |
Thereafter | 4,457 |
Total minimum lease payments | $ 22,756 |
Note 22 - Legal and Regulator98
Note 22 - Legal and Regulatory Matters (Details) $ in Thousands | Jan. 13, 2015USD ($) | Sep. 22, 2012USD ($) | Apr. 08, 2013 | Apr. 30, 2015 | Dec. 31, 2015 | Jan. 31, 2016 |
Note 22 - Legal and Regulatory Matters (Details) [Line Items] | ||||||
Loss Contingency Patent Infringement Litigation Period Within Which Patent Holder May File Suit For Patent Infringement | 45 days | |||||
Loss Contingency Patent Infringement Litigation Maximum Stay Period For Approval Of Abbreviated New Drug Application | 30 months | |||||
Solodyn [Member] | Subsequent Event [Member] | ||||||
Note 22 - Legal and Regulatory Matters (Details) [Line Items] | ||||||
Number of Class Action Complaints | 18 | |||||
Opana ER [Member] | ||||||
Note 22 - Legal and Regulatory Matters (Details) [Line Items] | ||||||
Number of Class Action Complaints | 14 | |||||
Securities Class Actions [Member] | ||||||
Note 22 - Legal and Regulatory Matters (Details) [Line Items] | ||||||
Number of Class Action Complaints | 2 | |||||
Litigation Settlement, Amount (in Dollars) | $ (4,750) | $ (8,000) |
Note 23 - Segment Information99
Note 23 - Segment Information (Details) $ in Thousands | 12 Months Ended | |
Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | |
Note 23 - Segment Information (Details) [Line Items] | ||
Number of Reportable Segments | 2 | |
Number of Internally Developed Branded Pharmaceutical Product Candidate | 1 | |
Number of Products Sold and Distributed | 4 | |
Assets (in Dollars) | $ 1,922,487 | $ 1,079,197 |
Taiwan Facility [Member] | ||
Note 23 - Segment Information (Details) [Line Items] | ||
Assets (in Dollars) | $ 131,600 | $ 126,400 |
Note 23 - Segment Informatio100
Note 23 - Segment Information (Details) - Segment Information Reconciled to Consolidated Financial Results - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Segment Reporting Information [Line Items] | |||||||||||
Revenues, net | $ 282,092 | $ 221,099 | $ 214,182 | $ 143,096 | $ 131,211 | $ 157,999 | $ 188,121 | $ 118,718 | $ 860,469 | $ 596,049 | $ 511,502 |
Cost of revenues | 508,065 | 283,396 | 312,202 | ||||||||
Research and development | 76,982 | 78,642 | 68,854 | ||||||||
Patent litigation expense | 4,567 | 5,805 | 16,545 | ||||||||
Selling, general and administrative | 201,287 | 139,390 | 120,288 | ||||||||
Income (loss) before provision for income taxes | 59,368 | 90,559 | 146,940 | ||||||||
Corporate, Non-Segment [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Selling, general and administrative | 119,219 | 78,939 | 57,689 | ||||||||
Income (loss) before provision for income taxes | (129,419) | (77,196) | 95,638 | ||||||||
Impax Generics [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues, net | 226,846 | 180,666 | 174,679 | 128,741 | 117,915 | 145,633 | 176,394 | 109,141 | 710,932 | 549,082 | 398,340 |
Impax Generics [Member] | Operating Segments [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues, net | 710,932 | 549,082 | 398,340 | ||||||||
Cost of revenues | 450,045 | 260,459 | 253,836 | ||||||||
Research and development | 58,838 | 40,927 | 41,384 | ||||||||
Patent litigation expense | 2,942 | 5,333 | 16,545 | ||||||||
Selling, general and administrative | 29,641 | 17,144 | 17,684 | ||||||||
Income (loss) before provision for income taxes | 169,466 | 225,219 | 68,891 | ||||||||
Impax Specialty Pharma [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues, net | $ 55,246 | $ 40,433 | $ 39,503 | $ 14,355 | $ 13,296 | $ 12,366 | $ 11,727 | $ 9,577 | 149,537 | 46,967 | 113,162 |
Impax Specialty Pharma [Member] | Operating Segments [Member] | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Revenues, net | 149,537 | 46,967 | 113,162 | ||||||||
Cost of revenues | 58,020 | 22,937 | 58,366 | ||||||||
Research and development | 18,144 | 37,715 | 27,470 | ||||||||
Patent litigation expense | 1,625 | 472 | |||||||||
Selling, general and administrative | 52,427 | 43,307 | 44,915 | ||||||||
Income (loss) before provision for income taxes | $ 19,321 | $ (57,464) | $ (17,589) |
Note 24 - Supplementary Fina101
Note 24 - Supplementary Financial Information (Unaudited) (Details) - Selected Financial Information - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||
Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||||
Less: | ||||||||||||||
Revenues | $ 282,092 | $ 221,099 | $ 214,182 | $ 143,096 | $ 131,211 | $ 157,999 | $ 188,121 | $ 118,718 | $ 860,469 | $ 596,049 | $ 511,502 | |||
Gross profit | 114,770 | 93,549 | 84,851 | 59,234 | 60,821 | 84,438 | 109,772 | 57,622 | 352,404 | 312,653 | 199,300 | |||
Net Inome | $ 11,427 | $ 35,755 | $ (1,852) | $ (6,333) | $ 120 | $ 15,737 | $ 35,071 | $ 6,425 | $ 38,997 | $ 57,353 | $ 101,259 | |||
Net (loss) income per common share: | ||||||||||||||
Net Income (loss) per share (basic) (in Dollars per share) | $ 0.16 | $ 0.51 | $ (0.03) | $ (0.09) | $ 0 | $ 0.23 | $ 0.52 | $ 0.09 | $ 0.56 | $ 0.84 | $ 1.51 | |||
Net Income (loss) per share (diluted) (in Dollars per share) | $ 0.16 | $ 0.49 | $ (0.03) | $ (0.09) | $ 0 | $ 0.22 | $ 0.50 | $ 0.09 | $ 0.54 | $ 0.81 | $ 1.47 | |||
Weighted-average common shares outstanding: | ||||||||||||||
Basic (in Shares) | 70,416,757 | 69,820,348 | 69,338,789 | 68,967,875 | 68,678,779 | 68,254,327 | 68,095,159 | 67,702,296 | 69,640,417 | 68,185,552 | 66,921,181 | |||
Diluted (in Shares) | 72,041,760 | 72,777,746 | 69,338,789 | 68,967,875 | 70,988,328 | 70,715,226 | 70,313,491 | 69,938,872 | 72,027,344 | [1] | 70,530,349 | [2] | 68,655,038 | [3] |
Impax Generics [Member] | ||||||||||||||
Revenue: | ||||||||||||||
Impax sales, gross | $ 705,574 | $ 565,261 | $ 572,079 | $ 355,321 | $ 322,707 | $ 340,379 | $ 375,269 | $ 265,850 | ||||||
Less: | ||||||||||||||
Product Returns | 8,888 | 6,276 | 7,528 | 6,427 | 993 | 3,494 | 5,140 | 1,294 | ||||||
Impax product sales, net | 224,156 | 178,456 | 171,273 | 125,959 | 114,859 | 143,575 | 163,961 | 106,117 | ||||||
Revenues | 226,846 | 180,666 | 174,679 | 128,741 | 117,915 | 145,633 | 176,394 | 109,141 | $ 710,932 | $ 549,082 | $ 398,340 | |||
Impax Specialty Pharma [Member] | ||||||||||||||
Revenue: | ||||||||||||||
Impax sales, gross | 86,274 | 69,286 | 65,269 | 29,219 | 23,348 | 23,840 | 24,375 | 20,643 | ||||||
Less: | ||||||||||||||
Product Returns | 2,641 | 2,824 | 6,763 | 2,620 | 475 | 223 | 216 | 181 | ||||||
Impax product sales, net | 51,617 | 40,206 | 39,275 | 14,128 | 13,069 | 12,100 | 11,460 | 9,309 | ||||||
Revenues | 55,246 | 40,433 | 39,503 | 14,355 | 13,296 | 12,366 | 11,727 | 9,577 | 149,537 | 46,967 | 113,162 | |||
Rx Partner [Member] | Impax Generics [Member] | ||||||||||||||
Less: | ||||||||||||||
Other | 2,532 | 1,957 | 2,579 | 2,239 | 1,028 | 1,447 | 9,204 | 2,435 | ||||||
Other Revenues [Member] | Impax Generics [Member] | ||||||||||||||
Less: | ||||||||||||||
Other | 158 | 253 | 827 | 543 | 2,028 | 611 | 3,229 | 589 | ||||||
Other Revenues [Member] | Impax Specialty Pharma [Member] | ||||||||||||||
Less: | ||||||||||||||
Other | 3,629 | 227 | 228 | 227 | 227 | 266 | 267 | 268 | ||||||
Chargeback Reserve [Member] | ||||||||||||||
Less: | ||||||||||||||
Sales allowances | 833,157 | 487,377 | 389,707 | |||||||||||
Chargeback Reserve [Member] | Impax Generics [Member] | ||||||||||||||
Less: | ||||||||||||||
Sales allowances | 239,920 | 212,588 | 228,977 | 126,607 | 131,882 | 115,419 | 110,518 | 95,714 | ||||||
Chargeback Reserve [Member] | Impax Specialty Pharma [Member] | ||||||||||||||
Less: | ||||||||||||||
Sales allowances | 9,159 | 5,893 | 4,452 | 5,561 | 6,720 | 8,787 | 10,107 | 8,230 | ||||||
Rebate Reserve [Member] | ||||||||||||||
Less: | ||||||||||||||
Sales allowances | $ 571,642 | $ 260,747 | $ 193,288 | |||||||||||
Rebate Reserve [Member] | Impax Generics [Member] | ||||||||||||||
Less: | ||||||||||||||
Sales allowances | 200,721 | 141,646 | 140,340 | 83,130 | 66,685 | 64,442 | 74,079 | 52,054 | ||||||
Rebate Reserve [Member] | Impax Specialty Pharma [Member] | ||||||||||||||
Less: | ||||||||||||||
Sales allowances | 1,991 | 1,078 | 1,318 | 1,418 | 1,010 | 469 | 938 | 1,070 | ||||||
Other Credits [Member] | Impax Generics [Member] | ||||||||||||||
Less: | ||||||||||||||
Sales allowances | 31,889 | 26,295 | 23,961 | 13,198 | 8,288 | 13,449 | 21,571 | 10,671 | ||||||
Other Credits [Member] | Impax Specialty Pharma [Member] | ||||||||||||||
Less: | ||||||||||||||
Sales allowances | $ 20,866 | $ 19,285 | $ 13,461 | $ 5,492 | $ 2,074 | $ 2,261 | $ 1,654 | $ 1,853 | ||||||
[1] | As of December 31, 2015, shares issuable but not included in the Company's computation of diluted EPS, which could potentially dilute future earnings, include 9.47 million for warrants to purchase the Company's common stock and 9.47 million shares for conversion of outstanding convertible senior notes payable. In addition, for the year ended December 31, 2015, the Company excluded from the computation as anti-dilutive 1,688,266 and 1,521,097 shares issuable upon the exercise of stock options and vesting of non-vested restricted stock awards, respectively. | |||||||||||||
[2] | For the year ended December 31, 2014, the Company excluded 946,288 stock options from the computation of diluted net income per common share as the effect of these options would have been anti-dilutive. | |||||||||||||
[3] | For the year ended December 31, 2013, the Company excluded 1,741,110 stock options from the computation of diluted net income per common share as the effect of these options would have been anti-dilutive. |
Schedule II - Valuation and 102
Schedule II - Valuation and Qualifying Accounts (Details) - Summary of Valuation Allowance - Allowance for Doubtful Accounts [Member] - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Valuation Allowance [Line Items] | ||||
Beginning balance | $ 515 | $ 539 | $ 553 | |
Charged to costs and expenses | 5,122 | |||
Charge to other accounts | [1] | 9,550 | ||
Deductions | (24) | (14) | ||
Ending balance | $ 15,187 | $ 515 | $ 539 | |
[1] | Represents reserve for bad debts acquired. |