ANI Pharmaceuticals (ANIP) 10-Q 4 Aug 15 2015 Q2 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	6 Months Ended
	Jun. 30, 2015	Jul. 29, 2015
Document Information [Line Items]
Entity Registrant Name	ANI PHARMACEUTICALS INC
Entity Central Index Key	1,023,024
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Trading Symbol	ANIP
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2015
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2,015
Common Stock [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		11,451,292
Class C Special Stock [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		10,864

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Current Assets
Cash and cash equivalents	$ 166,731	$ 169,037
Accounts receivable, net of $7,724 and $8,708 of adjustments for chargebacks and other allowances at June 30, 2015 and December 31, 2014, respectively	18,880	17,297
Inventories, net	12,701	7,518
Prepaid income taxes	1,022	0
Deferred tax assets, net of valuation allowance	7,999	7,643
Prepaid expenses and other current assets	1,615	1,983
Total Current Assets	208,948	203,478
Property and equipment, net	5,249	5,223
Deferred financing costs, net	2,885	3,307
Deferred tax asset, net of valuation allowance	7,027	7,796
Intangible assets, net	44,174	42,067
Goodwill	1,838	1,838
Total Assets	270,121	263,709
Current Liabilities
Accounts payable	1,325	2,654
Current income taxes payable	0	4,253
Accrued expenses and other	1,170	1,269
Accrued compensation and related expenses	844	1,348
Accrued Medicaid rebates	1,891	2,264
Returned goods reserve	1,719	1,445
Total Current Liabilities	6,949	13,233
Long-term Liabilities
Convertible notes, net of discount	113,672	110,691
Total Liabilities	$ 120,621	$ 123,924
Commitments and Contingencies (Note 11)
Stockholders' Equity
Common Stock, $0.0001 par value, 33,333,334 shares authorized; 11,444,203 shares issued and 11,439,311 shares outstanding at June 30, 2015; 11,387,860 shares issued and outstanding at December 31, 2014	$ 1	$ 1
Class C Special Stock, $0.0001 par value, 781,281 shares authorized; 10,864 shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively	0	0
Preferred Stock, $0.0001 par value, 1,666,667 shares authorized; 0 shares issued and outstanding at June 30, 2015 and December 31, 2014, respectively	0	0
Treasury stock, 4,892 shares of common stock, at cost, at June 30, 2015, 0 shares of common stock at December 31, 2014	(113)	0
Additional paid-in capital	161,397	159,509
Accumulated deficit	(11,785)	(19,725)
Total Stockholders' Equity	149,500	139,785
Total Liabilities and Stockholders' Equity	$ 270,121	$ 263,709

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets [Parenthetical] - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Adjustments for chargebacks and other allowances	$ 7,724	$ 8,708
Treasury Stock, Shares	4,892	0
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	1,666,667	1,666,667
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common stock
Common Stock, Par Value (in dollars per share)	$ 0.0001	$ 0.0001
Common Stock, Authorized Shares	33,333,334	33,333,334
Common Stock, Issued Shares	11,444,203	11,387,860
Common Stock, Outstanding Shares	11,439,311	11,387,860
Class C special stock
Common Stock, Par Value (in dollars per share)	$ 0.0001	$ 0.0001
Common Stock, Authorized Shares	781,281	781,281
Common Stock, Issued Shares	10,864	10,864
Common Stock, Outstanding Shares	10,864	10,864

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Net Revenues	$ 19,516	$ 6,647	$ 38,315	$ 17,546
Operating Expenses:
Cost of sales (excluding depreciation and amortization)	3,141	2,117	5,892	4,739
Research and development	995	851	1,398	1,227
Selling, general and administrative	5,551	5,433	10,302	9,136
Depreciation and amortization	1,415	706	2,742	1,409
Total Operating Expenses	11,102	9,107	20,334	16,511
Operating Income/(Loss)	8,414	(2,460)	17,981	1,035
Other (Expense)/Income
Interest (expense)/income, net	(2,749)	3	(5,474)	3
Other (expense)/income, net	0	(39)	68	(10)
Income/(Loss) Before Provision for/Benefit from Income Taxes	5,665	(2,496)	12,575	1,028
(Provision for)/Benefit from income taxes	(2,094)	133	(4,635)	(32)
Net Income/(Loss)	$ 3,571	$ (2,363)	$ 7,940	$ 996
Basic and Diluted Earnings/(Loss) Per Share:
Basic Earnings/(Loss) Per Share (in dollars per share)	$ 0.31	$ (0.21)	$ 0.70	$ 0.09
Diluted Earnings/(Loss) Per Share (in dollars per share)	$ 0.31	$ (0.21)	$ 0.68	$ 0.09
Basic Weighted-Average Shares Outstanding (in shares)	11,344	11,233	11,335	10,612
Diluted Weighted-Average Shares Outstanding (in shares)	11,549	11,233	11,556	10,640

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Cash Flows From Operating Activities
Net income	$ 7,940	$ 996
Adjustments to reconcile net loss to net cash and cash equivalents provided by operating activities:
Stock-based compensation	1,597	2,026
Deferred taxes	413	0
Depreciation and amortization	2,742	1,409
Non-cash interest relating to convertible notes and loan cost amortization	3,388	0
Changes in operating assets and liabilities:
Accounts receivable, net	(1,583)	4,719
Inventories, net	(5,183)	(2,394)
Prepaid expenses and other current assets	368	87
Accounts payable	(1,379)	302
Accrued compensation and related expenses	(504)	(81)
Current income taxes, net	(5,275)	3
Accrued Medicaid rebates	(373)	(56)
Accrued expenses, returned goods reserve, and other	175	122
Net Cash and Cash Equivalents Provided by Operating Activities	2,326	7,133
Cash Flows From Investing Activities
Acquisition of product rights and other related assets	(4,500)	(12,517)
Acquisition of property and equipment	(310)	(371)
Net Cash and Cash Equivalents Used in Investing Activities	(4,810)	(12,888)
Cash Flows From Financing Activities
Net proceeds from equity offering	0	46,680
Proceeds from stock option exercises	244	743
Proceeds from warrant exercise	0	180
Excess tax benefit from share-based compensation awards	47	8
Treasury stock purchases	(113)	0
Net Cash and Cash Equivalents Provided by Financing Activities	178	47,611
Change in Cash and Cash Equivalents	(2,306)	41,856
Cash and cash equivalents, beginning of period	169,037	11,105
Cash and cash equivalents, end of period	166,731	52,961
Supplemental disclosure for cash flow information:
Cash paid for interest	2,048	(3)
Cash paid for income taxes	9,450	60
Supplemental non-cash investing and financing activities:
Property and equipment purchased on credit	$ 50	$ 0

BUSINESS, PRESENTATION, AND REC

BUSINESS, PRESENTATION, AND RECENT ACCOUNTING PRONOUNCEMENTS	6 Months Ended
	Jun. 30, 2015
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BUSINESS, PRESENTATION, AND RECENT ACCOUNTING PRONOUNCEMENTS	1. BUSINESS, PRESENTATION, AND RECENT ACCOUNTING PRONOUNCEMENTS ANI Pharmaceuticals, Inc. and its subsidiary, ANIP Acquisition Company (together, “ANI,” the “Company,” “we,” “us,” or “our”) is an integrated specialty pharmaceutical company developing, manufacturing, and marketing branded and generic prescription pharmaceuticals. Our targeted areas of product development currently include narcotics, oncolytics (anti-cancers), hormones and steroids, and complex formulations involving extended release and combination products. We have two pharmaceutical manufacturing facilities located in Baudette, Minnesota that are capable of producing oral solid dose products, as well as liquids and topicals, narcotics, and potent products that must be manufactured in a fully-contained environment. Our strategy is to use our assets to develop, acquire, manufacture, and market branded and generic specialty prescription pharmaceuticals. By executing this strategy, we believe we will be able to continue to grow the business, expand and diversify our product portfolio, and create long-term value for our investors. The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). In our opinion, the accompanying unaudited interim condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, which are necessary to present fairly our financial position, results of operations and cash flows. The condensed consolidated balance sheet at December 31, 2014, has been derived from audited financial statements of that date. The interim condensed consolidated results of operations are not necessarily indicative of the results that may occur for the full fiscal year. Certain information and footnote disclosure normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to instructions, rules and regulations prescribed by the United States Securities and Exchange Commission. We believe that the disclosures provided herein are adequate to make the information presented not misleading when these unaudited interim condensed consolidated financial statements are read in conjunction with the audited financial statements and notes previously distributed in our annual report on Form 10-K for the year ended December 31, 2014. Certain prior period information has been reclassified to conform to the current period presentation. The unaudited interim condensed consolidated financial statements include the accounts of ANI Pharmaceuticals, Inc. and its wholly owned subsidiary, ANIP Acquisition Company. All significant inter-company accounts and transactions are eliminated in consolidation. The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. In the accompanying unaudited interim condensed consolidated financial statements, estimates are used for, but not limited to, stock-based compensation, allowance for doubtful accounts, accruals for chargebacks, rebates, returns and other allowances, allowance for inventory obsolescence, allowances for contingencies and litigation, fair value of long-lived assets, income tax provision, deferred taxes and valuation allowance, and the depreciable and amortizable lives of long-lived assets. Actual results could differ from those estimates. In May 2014, the Financial Accounting Standards Board (“FASB”) issued guidance for revenue recognition for contracts, superseding the previous revenue recognition requirements, along with most existing industry-specific guidance. The guidance requires an entity to review contracts in five steps: 1) identify the contract, 2) identify performance obligations, 3) determine the transaction price, 4) allocate the transaction price, and 5) recognize revenue. The new standard will result in enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue arising from contracts with customers. The FASB approved a one-year deferral in July 2015, making the standard effective for reporting periods beginning after December 15, 2017, with early adoption permitted only for reporting periods beginning after December 15, 2016. We are currently evaluating the impact, if any, that this new accounting pronouncement will have on our financial statements. In April 2015, the FASB issued guidance as to whether a cloud computing arrangement (e.g., software as a service, platform as a service, infrastructure as a service, and other similar hosting arrangements) includes a software license and, based on that determination, how to account for such arrangements. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The amendment is effective for reporting periods beginning after December 15, 2015 and may be applied on either a prospective or retrospective basis. Early adoption is permitted. We do not expect the adoption of this new accounting pronouncement to have a material impact on our financial statements. In April 2015, the FASB issued guidance to simplify the balance sheet disclosure for debt issuance costs. Under the guidance, debt issuance costs related to a recognized debt liability will be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, in the same manner as debt discounts, rather than as an asset. The standard is effective for reporting periods beginning after December 15, 2015 and early adoption is permitted. We do not expect the adoption of this new accounting pronouncement to have a material impact on our financial statements. In July 2015, the FASB issued guidance for inventory. Under the guidance, an entity should measure inventory within the scope of this guidance at the lower of cost and net realizable value, except when inventory is measured using LIFO or the retail inventory method. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. In addition, the FASB has amended some of the other inventory guidance to more clearly articulate the requirements for the measurement and disclosure of inventory. The standard is effective for reporting periods beginning after December 15, 2016. The amendments in this pronouncement should be applied prospectively, with earlier application permitted. We are currently evaluating the impact, if any, that this new accounting pronouncement will have on our financial statements. We have evaluated all other issued and unadopted Accounting Standards Updates and believe the adoption of these standards will not have a material impact on our results of operations, financial position, or cash flows.

REVENUE RECOGNITION AND RELATED

REVENUE RECOGNITION AND RELATED ALLOWANCES	6 Months Ended
	Jun. 30, 2015
Revenue Recognition [Abstract]
REVENUE RECOGNITION AND RELATED ALLOWANCES	2. REVENUE RECOGNITION AND RELATED ALLOWANCES Revenue Recognition Revenue is recognized for product sales and contract manufacturing product sales upon passing of risk and title to the customer, when estimates of the selling price and discounts, Medicaid rebates, promotional adjustments, price adjustments, returns, chargebacks, and other potential adjustments are reasonably determinable, collection is reasonably assured, and we have no further performance obligations. Contract manufacturing arrangements are typically less than two weeks in duration, and therefore the revenue is recognized upon completion of the aforementioned factors rather than using a proportional performance method of revenue recognition. The estimates for discounts, Medicaid rebates, promotional adjustments, price adjustments, returns, chargebacks, and other potential adjustments reduce gross revenues to net revenues in the accompanying unaudited interim condensed consolidated statements of operations, and are presented as current liabilities or reductions in accounts receivable in the accompanying unaudited interim condensed consolidated balance sheets (see “Accruals for Chargebacks, Rebates, Returns, and Other Allowances,” below). Historically, we have not entered into revenue arrangements with multiple elements. Occasionally, we engage in contract services, which include product development services, laboratory services, and royalties on net sales of certain contract manufactured products. For these services, revenue is recognized according to the terms of the agreement with the customer, which sometimes include substantive, measurable risk-based milestones, and when we have a contractual right to receive such payment, the contract price is fixed or determinable, the collection of the resulting receivable is reasonably assured, and we have no further performance obligations under the agreement. Accruals for Chargebacks, Rebates, Returns and Other Allowances Our generic and branded product revenues are typically subject to agreements with customers allowing chargebacks, Medicaid rebates, product returns, administrative fees, and other rebates and prompt payment discounts. We accrue for these items at the time of sale and continually monitor and re-evaluate the accruals as additional information becomes available. We adjust the accruals at the end of each reporting period, to reflect any such updates to the relevant facts and circumstances. Accruals are relieved upon receipt of payment from the customer or upon issuance of credit to the customer. (in thousands) Accruals for Chargebacks, Rebates, Returns and Other Allowances Administrative Prompt Medicaid Fees and Other Payment Chargebacks Rebates Returns Rebates Discounts Balance at December 31, 2013 $ 4,076 $ 253 $ 736 $ 735 $ 332 Accruals/Adjustments 19,327 266 561 2,360 742 Credits Taken Against Reserve (17,070) (322) (346) (1,974) (734) Balance at June 30, 2014 $ 6,333 $ 197 $ 951 $ 1,121 $ 340 Balance at December 31, 2014 $ 6,865 $ 2,264 $ 1,445 $ 1,487 $ 471 Accruals/Adjustments 31,903 3,131 1,342 4,385 1,839 Credits Taken Against Reserve (32,847) (3,504) (1,068) (4,432) (1,825) Balance at June 30, 2015 $ 5,921 $ 1,891 $ 1,719 $ 1,440 $ 485 Credit Concentration Our customers are primarily wholesale distributors, chain drug stores, group purchasing organizations, and pharmaceutical companies. During the three-month period ended June 30, 2015, three customers represented 20 18 15 20 22 19 11.6 29 22 14 26 19 16

INDEBTEDNESS

INDEBTEDNESS	6 Months Ended
	Jun. 30, 2015
Debt Disclosure [Abstract]
INDEBTEDNESS	3. INDEBTEDNESS Convertible Senior Notes In December 2014, we issued $ 143.8 122.6 3.0 2,068,793 69.48 The Notes are convertible at the option of the holder (i) during any calendar quarter beginning after March 31, 2015, if the last reported sale price of the common stock for at least 20 30 130 1,000 Upon conversion by the holders, we may elect to settle such conversion in shares of our common stock, cash, or a combination thereof. As a result of our cash conversion option, we separately accounted for the value of the embedded conversion option as a debt discount (with an offset to Additional Paid in Capital (“APIC”)) of $ 33.6 Offering costs of $ 5.5 4.2 1.3 A portion of the offering proceeds was used to simultaneously enter into “bond hedge” (or purchased call) and “warrant” (or written call) transactions with an affiliate of one of the offering underwriters (collectively, the “Call Option Overlay”). We entered into the Call Option Overlay to synthetically raise the initial conversion price of the Notes to $ 96.21 69.48 2,068,792 15.6 (in thousands) 2015 Principal amount $ 143,750 Unamortized debt discount (30,078) Net carrying value $ 113,672 Three months ended Six months ended (in thousands) June 30, 2015 June 30, 2015 Contractual coupon $ 1,078 $ 2,156 Amortization of debt discount 1,501 2,981 Amortization of finance fees 211 422 Capitalized interest (6) (15) $ 2,784 $ 5,544 The effective interest rate on the Notes is 7.7

EARNINGS PER SHARE

EARNINGS PER SHARE	6 Months Ended
	Jun. 30, 2015
Earnings Per Share [Abstract]
EARNINGS PER SHARE	4. EARNINGS PER SHARE Basic earnings per share is computed by dividing net income available to common shareholders by the weighted-average number of shares of common stock outstanding during the period. For periods of net income, and when the effects are not anti-dilutive, we calculate diluted earnings per share by dividing net income available to common shareholders by the weighted-average number of shares outstanding plus the impact of all potential dilutive common shares, consisting primarily of common stock options, unvested restricted stock awards, stock purchase warrants, and any conversion gain on our Notes (see Note 3), using the treasury stock method. For periods of net loss, diluted loss per share is calculated similarly to basic loss per share. Our unvested restricted shares contain non-forfeitable rights to dividends, and therefore are considered to be participating securities; in periods of net income, the calculation of basic and diluted earnings per share excludes from the numerator net income attributable to the unvested restricted shares, and excludes the impact of those shares from the denominator. For purposes of determining diluted earnings per share, we have elected a policy to assume that the principal portion of the Notes (see Note 3) is settled in cash. As such, the principal portion of the Notes has no effect on either the numerator or denominator when determining diluted earnings per share. Any conversion gain is assumed to be settled in shares and is incorporated in diluted earnings per share using the treasury method. The warrants issued in conjunction with the issuance of the Notes (see Note 3) are considered to be dilutive when they are in-the-money relative to our average stock price during the period; the bond hedge purchased in conjunction with the issuance of the Notes is always considered to be anti-dilutive. Basic Diluted Basic Diluted (in thousands, except per share amounts) Three months ended Three months ended Six months ended Six months ended 2015 2014 2015 2014 2015 2014 2015 2014 Net income/(loss) $ 3,571 $ (2,363) $ 3,571 $ (2,363) $ 7,940 $ 996 $ 7,940 $ 996 Net income allocated to warrants - - - - - (6) - (6) Net income allocated to restricted stock (24) - (23) - (53) (5) (52) (5) Net income/(loss) from continuing operations allocated to common shares $ 3,547 $ (2,363) $ 3,548 $ (2,363) $ 7,887 $ 985 $ 7,888 $ 985 Basic Weighted-Average Shares Outstanding 11,344 11,233 11,344 11,233 11,335 10,612 11,335 10,612 Dilutive effect of stock options 205 - 221 28 Diluted Weighted-Average Shares Outstanding 11,549 11,233 11,556 10,640 Earnings/(Loss) Per Share $ 0.31 $ (0.21) $ 0.31 $ (0.21) $ 0.70 $ 0.09 $ 0.68 $ 0.09 The number of anti-dilutive shares, which have been excluded from the computation of diluted earnings per share, including the shares underlying the Notes, was 4.6 1.1 4.6 0.7 As of June 30, 2015, we had 0.5 76 2.4

INVENTORIES

INVENTORIES	6 Months Ended
	Jun. 30, 2015
INVENTORIES
INVENTORIES	5. INVENTORIES (in thousands) June 30, December 31, Raw materials $ 9,945 $ 5,056 Packaging materials 922 794 Work-in-progress 350 411 Finished goods 1,763 1,368 12,980 7,629 Reserve for excess/obsolete inventories (279) (111) Inventories, net $ 12,701 $ 7,518 Vendor Concentration We source the raw materials for our products, including active pharmaceutical ingredients (“API”), from both domestic and international suppliers. Generally, only a single source of API is qualified for use in each product due to the costs and time required to validate a second source of supply. As a result, we are dependent upon our current vendors to reliably supply the API required for ongoing product manufacturing. During the three months ended June 30, 2015, we purchased approximately 43 40 34 40

PROPERTY, PLANT, AND EQUIPMENT

PROPERTY, PLANT, AND EQUIPMENT	6 Months Ended
	Jun. 30, 2015
Property, Plant and Equipment [Abstract]
PROPERTY, PLANT, AND EQUIPMENT	6. PROPERTY, PLANT, AND EQUIPMENT (in thousands) June 30, December 31, Land $ 87 $ 87 Buildings 3,682 3,682 Machinery, furniture and equipment 5,473 4,822 Construction in progress 150 426 9,392 9,017 Less: accumulated depreciation (4,143) (3,794) Property, Plant and Equipment, net $ 5,249 $ 5,223 Depreciation expense for the three-month periods ended June 30, 2015 and 2014 totaled $ 0.2 0.1 0.3 6 15

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS	6 Months Ended
	Jun. 30, 2015
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS	7. GOODWILL AND INTANGIBLE ASSETS Goodwill As a result of our 2013 merger with BioSante Pharmaceuticals, Inc. (“BioSante”), we recorded goodwill of $ 1.8 Acquisition of Abbreviated New Drug Application In March 2015 we purchased from Teva Pharmaceuticals (“Teva”) the Abbreviated New Drug Application (“ANDA”) for a generic product, Flecainide Acetate tablets, for $ 4.5 10 Testosterone Gel NDA As part of our 2013 merger with BioSante, we acquired a testosterone gel product that was licensed to Teva (the “Teva license”). In May 2015, we acquired from Teva the approved new drug application (“NDA”) for the previously - licensed product. Pursuant to the terms of the purchase agreement, upon commercialization, we will pay Teva a royalty of up to $ 5 5 Definite-Lived Intangible Assets (in thousands) June 30, 2015 December 31, 2014 Weighted Average Gross Carrying Accumulated Gross Carrying Accumulated Amortization Acquired ANDA intangible assets $ 17,077 $ (2,088) $ 12,577 $ (1,312) 10 years Product rights 22,522 (2,255) 22,522 (1,133) 10 years Testosterone gel NDA 10,900 (1,982) 10,900 (1,487) 11 years $ 50,499 $ (6,325) $ 45,999 $ (3,932) Our acquired ANDA intangible assets consist of the exclusive rights, including all of the applicable technical data and other relevant information, to produce certain pharmaceutical products that we acquired from various companies, including the group of ANDAs acquired from Teva in the first quarter of 2014 and the additional ANDA acquired in 2015. The product rights assets consist of the exclusive rights, including all of the applicable technical data and other relevant information, to produce certain branded pharmaceutical products that we acquired from various companies, including the Lithobid and Vancocin products acquired in the third quarter of 2014. The testosterone gel NDA was acquired in May 2015. Definite-lived intangible assets are stated at cost, net of amortization using the straight line method over the expected useful lives of the intangible assets. Amortization expense was $ 1.2 0.6 2.4 1.1 We test for impairment of definite-lived intangible assets when events or circumstances indicate that the carrying value of the assets may not be recoverable. No such triggering events were identified during the three and six months ended June 30, 2015 and 2014 and therefore no impairment loss was recognized in the three and six months ended June 30, 2015 or 2014. (in thousands) 2015 (remainder of the year) $ 2,467 2016 4,935 2017 4,935 2018 4,935 2019 4,935 2020 and thereafter 21,967 Total $ 44,174

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION	6 Months Ended
	Jun. 30, 2015
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION	8. STOCK-BASED COMPENSATION All stock options and restricted stock are granted under the ANI Pharmaceuticals, Inc. Fourth Amended and Restated 2008 Stock Incentive Plan (the “2008 Plan”). As of June 30, 2015, 0.6 Total expense related to stock options for the three months ended June 30, 2015 was $ 0.8 20 33 0.7 1.3 37 49 1.2 1.3 325 1.9 70 46 1.8 0.2 0.3 79 0.1 (in thousands) Options RSAs Outstanding December 31, 2013 120 50 Granted 80 30 Options previously granted, approved by shareholders 325 - Options Exercised/RSAs Vested (31) - Expired (60) - Outstanding June 30, 2014 434 80 Outstanding December 31, 2014 458 63 Granted 120 28 Options Exercised/RSAs Vested (31) (10) Forfeited (33) (5) Outstanding June 30, 2015 514 76

STOCKHOLDER'S EQUITY

STOCKHOLDER'S EQUITY	6 Months Ended
	Jun. 30, 2015
Stockholders Equity Note [Abstract]
SHAREHOLDER'S EQUITY	9. STOCKHOLDER’S EQUITY On March 10, 2014, we completed a follow-on public offering of 1.6 31.00 50.0 46.7 3.3 . 0.2 Warrants to purchase 0.1 20 9.00

INCOME TAXES

INCOME TAXES	6 Months Ended
	Jun. 30, 2015
INCOME TAXES
INCOME TAXES	10. INCOME TAXES We use the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that such tax rate changes are enacted. The measurement of a deferred tax asset is reduced, if necessary, by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized. As of both June 30, 2015 and December 31, 2014, we had provided a valuation allowance against certain state net operating loss carryforwards of approximately $ 0.1 We use a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return, as well as guidance on derecognition, classification, interest and penalties and financial statement reporting disclosures. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. We have not identified any uncertain income tax positions that could have a material impact on the financial statements. We are subject to taxation in various jurisdictions and all of our income tax returns remain subject to examination by tax authorities due to the availability of NOL carryforwards. We recognize interest and penalties accrued on any unrecognized tax exposures as a component of income tax expense. We did not have any such amounts accrued as of June 30, 2015 and December 31, 2014. The effective tax rate for the three and six-month periods ended June 30, 2015 were 37.0 36.9 (5.3) 2.9

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jun. 30, 2015
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES	11. COMMITMENTS AND CONTINGENCIES Operating Leases We lease equipment under operating leases that expire in May 2017. We also lease office space under operating leases that expire beginning in February 2016 through September 2018. Future minimum lease payments due under these leases total $ 0.2 Rent expense for the three months ended June 30, 2015 and 2014 totaled $ 20 19 38 36 Government Regulation Our products and facilities are subject to regulation by a number of federal and state governmental agencies. The Food and Drug Administration (“FDA”), in particular, maintains oversight of the formulation, manufacture, distribution, packaging and labeling of all of our products. The Drug Enforcement Administration (“DEA”) maintains oversight over our products that are controlled substances. Unapproved Products Two of our products, Esterified Estrogen with Methyltestosterone tablets (“EEMT”) and Opium Tincture, are marketed without approved New Drug Applications (“NDAs”) or ANDAs. During the three months ended June 30, 2015 and 2014, net revenues for these products totaled $ 11.0 3.8 21.3 10.5 The FDA's policy with respect to the continued marketing of unapproved products is stated in the FDA's September 2011 Compliance Policy Guide Sec. 440.100 titled “Marketed New Drugs without Approved NDAs or ANDAs.” Under this policy, the FDA has stated that it will follow a risk-based approach with regard to enforcement against such unapproved products. The FDA evaluates whether to initiate enforcement action on a case-by-case basis, but gives higher priority to enforcement action against products in certain categories, such as those marketed as unapproved drugs with potential safety risks or that lack evidence of effectiveness. We believe that, so long as we comply with applicable manufacturing standards, the FDA will not take action against us under the current enforcement policy. There can be no assurance, however, that the FDA will continue this policy or not take a contrary position with any individual product or group of products. If the FDA were to take a contrary position, we may be required to seek FDA approval for these products or withdraw such products from the market. If we decide to withdraw the products from the market, our net revenues for generic pharmaceutical products would decline materially, and if we decide to seek FDA approval, we would face increased expenses and might need to suspend sales of the products until such approval was obtained, and there are no assurances that we would receive such approval. In addition, one group of products that we manufacture on behalf of a contract customer is marketed by that customer without an approved NDA. If the FDA took enforcement action against such customer, the customer may be required to seek FDA approval for the group of products or withdraw them from the market. Our contract manufacturing revenues for these unapproved products for the three months ended June 30, 2015 and 2014 were $ 0.5 0.1 0.8 0.5 We receive royalties on the net sales of a group of contract-manufactured products, which are marketed by the contract customer without an approved NDA. If the FDA took enforcement action against such customer, the customer may be required to seek FDA approval for the group of products or withdraw them from the market. Our royalties on the net sales of these unapproved products for each of the three months ended June 30, 2015 and 2014 were $ 0.1 0.2 Louisiana Medicaid Lawsuit On September 11, 2013, the Attorney General of the State of Louisiana filed a lawsuit in Louisiana state court against numerous pharmaceutical companies, including us, under various state laws, alleging that each defendant caused the state’s Medicaid agency to provide reimbursement for drug products that allegedly were not approved by the FDA and therefore allegedly not reimbursable under the federal Medicaid program. The lawsuit relates to three cough and cold prescription products manufactured and sold by our former Gulfport, Mississippi operation, which was sold in September 2010. Through its lawsuit, the state seeks unspecified damages, statutory fines, penalties, attorneys’ fees and costs. On October 15, 2013, the defendants removed the lawsuit to the U.S. District Court. On November 14, 2013, the state filed a motion to remand the lawsuit to the Louisiana state court. On September 30, 2014, the U.S. District Court remanded the case from the federal to the state court. While we cannot predict the outcome of the lawsuit at this time, we could be subject to material damages, penalties and fines. We intend to vigorously defend against all claims in the lawsuit. Other Commitments and Contingencies All manufacturers of the drug Reglan and its generic equivalent metoclopramide, including ANI, are facing allegations from plaintiffs in various states, including California, New Jersey and Pennsylvania, claiming bodily injuries as a result of ingestion of metoclopramide or its brand name, Reglan, prior to the FDA's February 2009 Black Box warning requirement. In August 2012, we were dismissed with prejudice from all New Jersey cases. We consider our exposure to this litigation to be limited due to several factors: (1) the only generic metoclopramide that we manufactured prior to the implementation of the FDA's warning requirement was an oral solution introduced after May 28, 2008; (2) our market share for the oral solution was a very small portion of the overall metoclopramide market; and (3) once we received a request for change of labeling from the FDA, we submitted our proposed changes within 30 days, and such changes were subsequently approved by the FDA. At the present time, we are unable to assess the likely outcome of the cases in the remaining states. Our insurance company has assumed the defense of this matter. However, our current product liability insurance policy contains absolute exclusions for claims related to Reglan and metoclopramide. We cannot provide assurances that the outcome of these matters will not have an adverse effect on our business, financial condition, and operating results. Furthermore, like all pharmaceutical manufacturers, we may be exposed to other product liability claims in the future, which could further limit our coverage under future insurance policies or cause those policies to become more expensive, which could harm our business, financial condition, and operating results.

FAIR VALUE DISCLOSURES

FAIR VALUE DISCLOSURES	6 Months Ended
	Jun. 30, 2015
FAIR VALUE DISCLOSURES
FAIR VALUE DISCLOSURES	12. FAIR VALUE DISCLOSURES Fair value is the price that would be received from the sale of an asset or paid to transfer a liability assuming an orderly transaction in the most advantageous market at the measurement date. U.S. GAAP establishes a hierarchical disclosure framework that prioritizes and ranks the level of observability of inputs used in measuring fair value. The inputs used in measuring the fair value of cash and cash equivalents are considered to be level 1 in accordance with the three-tier fair value hierarchy. The fair market values are based on period-end statements supplied by the various banks and brokers that held the majority of our funds. The fair value of short-term financial instruments (primarily accounts receivable, prepaid expenses, accounts payable, accrued expenses, borrowings under line of credit, and other current liabilities) approximate their carrying values because of their short-term nature. While our Notes are recorded on our consolidated balance sheets at their net carrying value of $ 113.7 163.7 Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis Our contingent value rights (“CVRs”), which were granted coincident with our merger with BioSante, are considered contingent consideration and are classified as liabilities. As such, the CVRs were recorded as purchase consideration at their estimated fair value, using level 3 inputs, and are marked to market each reporting period until settlement. The fair value of CVRs is estimated using the present value of our projection of the expected payments pursuant to the terms of the CVR agreement, which is the primary unobservable input. If our projection or expected payments were to increase substantially, the value of the CVRs could increase as a result. The present value of the liability was calculated using a discount rate of 15 (in thousands) Description Fair Value at Level 1 Level 2 Level 3 Liabilities CVRs $ - $ - $ - $ - Description Fair Value at Level 1 Level 2 Level 3 Liabilities CVRs $ - $ - $ - $ - Financial Liabilities Measured at Fair Value on a Non-Recurring Basis In December 2014, we issued $ 143.8 9 A portion of the offering proceeds was used to simultaneously enter into “bond hedge” (or purchased call) and “warrant” (or written call) transactions with an affiliate of one of the offering underwriters (see Note 3). The exercise price of the bond hedge is $ 69.48 2,068,792 96.21 We calculated the fair value of the bond hedge based on the price we paid to purchase the call. We calculated the fair value of the warrant based on the price at which the affiliate purchased the warrants from us. Because the bond hedge and warrant are both indexed to our common stock and otherwise would be classified as equity, we recorded both elements as equity, resulting in a net reduction to APIC of $ 15.6 Non-Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis We do not have any non-financial assets and liabilities that are measured at fair value on a recurring basis. Non-Financial Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis We measure our long-lived assets, including property, plant and equipment, intangible assets and goodwill, at fair value on a non-recurring basis. These assets are recognized at fair value when they are deemed to be other-than-temporarily impaired. No such fair value impairment was recognized in the three months ended June 30, 2015 and 2014. In March 2015, we purchased from Teva the ANDA for Flecainide Acetate tablets for $ 4.5

SUBSEQUENT EVENT

SUBSEQUENT EVENT	6 Months Ended
	Jun. 30, 2015
Subsequent Events [Abstract]
SUBSEQUENT EVENT	13. SUBSEQUENT EVENT In July 2015, we purchased from Teva the ANDAs for 22 25

BUSINESS, PRESENTATION, AND R19

BUSINESS, PRESENTATION, AND RECENT ACCOUNTING PRONOUNCEMENTS (Policies)	6 Months Ended
	Jun. 30, 2015
DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Overview	Overview ANI Pharmaceuticals, Inc. and its subsidiary, ANIP Acquisition Company (together, “ANI,” the “Company,” “we,” “us,” or “our”) is an integrated specialty pharmaceutical company developing, manufacturing, and marketing branded and generic prescription pharmaceuticals. Our targeted areas of product development currently include narcotics, oncolytics (anti-cancers), hormones and steroids, and complex formulations involving extended release and combination products. We have two pharmaceutical manufacturing facilities located in Baudette, Minnesota that are capable of producing oral solid dose products, as well as liquids and topicals, narcotics, and potent products that must be manufactured in a fully-contained environment. Our strategy is to use our assets to develop, acquire, manufacture, and market branded and generic specialty prescription pharmaceuticals. By executing this strategy, we believe we will be able to continue to grow the business, expand and diversify our product portfolio, and create long-term value for our investors.
Basis of Presentation	Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). In our opinion, the accompanying unaudited interim condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, which are necessary to present fairly our financial position, results of operations and cash flows. The condensed consolidated balance sheet at December 31, 2014, has been derived from audited financial statements of that date. The interim condensed consolidated results of operations are not necessarily indicative of the results that may occur for the full fiscal year. Certain information and footnote disclosure normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to instructions, rules and regulations prescribed by the United States Securities and Exchange Commission. We believe that the disclosures provided herein are adequate to make the information presented not misleading when these unaudited interim condensed consolidated financial statements are read in conjunction with the audited financial statements and notes previously distributed in our annual report on Form 10-K for the year ended December 31, 2014. Certain prior period information has been reclassified to conform to the current period presentation.
Principles of consolidation	Principles of Consolidation The unaudited interim condensed consolidated financial statements include the accounts of ANI Pharmaceuticals, Inc. and its wholly owned subsidiary, ANIP Acquisition Company. All significant inter-company accounts and transactions are eliminated in consolidation.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. In the accompanying unaudited interim condensed consolidated financial statements, estimates are used for, but not limited to, stock-based compensation, allowance for doubtful accounts, accruals for chargebacks, rebates, returns and other allowances, allowance for inventory obsolescence, allowances for contingencies and litigation, fair value of long-lived assets, income tax provision, deferred taxes and valuation allowance, and the depreciable and amortizable lives of long-lived assets. Actual results could differ from those estimates.
Recent Accounting Pronouncements	In May 2014, the Financial Accounting Standards Board (“FASB”) issued guidance for revenue recognition for contracts, superseding the previous revenue recognition requirements, along with most existing industry-specific guidance. The guidance requires an entity to review contracts in five steps: 1) identify the contract, 2) identify performance obligations, 3) determine the transaction price, 4) allocate the transaction price, and 5) recognize revenue. The new standard will result in enhanced disclosures regarding the nature, amount, timing and uncertainty of revenue arising from contracts with customers. The FASB approved a one-year deferral in July 2015, making the standard effective for reporting periods beginning after December 15, 2017, with early adoption permitted only for reporting periods beginning after December 15, 2016. We are currently evaluating the impact, if any, that this new accounting pronouncement will have on our financial statements. In April 2015, the FASB issued guidance as to whether a cloud computing arrangement (e.g., software as a service, platform as a service, infrastructure as a service, and other similar hosting arrangements) includes a software license and, based on that determination, how to account for such arrangements. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The amendment is effective for reporting periods beginning after December 15, 2015 and may be applied on either a prospective or retrospective basis. Early adoption is permitted. We do not expect the adoption of this new accounting pronouncement to have a material impact on our financial statements. In April 2015, the FASB issued guidance to simplify the balance sheet disclosure for debt issuance costs. Under the guidance, debt issuance costs related to a recognized debt liability will be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, in the same manner as debt discounts, rather than as an asset. The standard is effective for reporting periods beginning after December 15, 2015 and early adoption is permitted. We do not expect the adoption of this new accounting pronouncement to have a material impact on our financial statements. In July 2015, the FASB issued guidance for inventory. Under the guidance, an entity should measure inventory within the scope of this guidance at the lower of cost and net realizable value, except when inventory is measured using LIFO or the retail inventory method. Net realizable value is the estimated selling price in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. In addition, the FASB has amended some of the other inventory guidance to more clearly articulate the requirements for the measurement and disclosure of inventory. The standard is effective for reporting periods beginning after December 15, 2016. The amendments in this pronouncement should be applied prospectively, with earlier application permitted. We are currently evaluating the impact, if any, that this new accounting pronouncement will have on our financial statements. We have evaluated all other issued and unadopted Accounting Standards Updates and believe the adoption of these standards will not have a material impact on our results of operations, financial position, or cash flows.

REVENUE RECOGNITION AND RELAT20

REVENUE RECOGNITION AND RELATED ALLOWANCES (Tables)	6 Months Ended
	Jun. 30, 2015
Revenue Recognition [Abstract]
Schedule of Valuation and Qualifying Accounts Disclosure	The following table summarizes activity in the consolidated balance sheets for accruals and allowances for the six-month periods ended June 30, 2015 and 2014, respectively: (in thousands) Accruals for Chargebacks, Rebates, Returns and Other Allowances Administrative Prompt Medicaid Fees and Other Payment Chargebacks Rebates Returns Rebates Discounts Balance at December 31, 2013 $ 4,076 $ 253 $ 736 $ 735 $ 332 Accruals/Adjustments 19,327 266 561 2,360 742 Credits Taken Against Reserve (17,070) (322) (346) (1,974) (734) Balance at June 30, 2014 $ 6,333 $ 197 $ 951 $ 1,121 $ 340 Balance at December 31, 2014 $ 6,865 $ 2,264 $ 1,445 $ 1,487 $ 471 Accruals/Adjustments 31,903 3,131 1,342 4,385 1,839 Credits Taken Against Reserve (32,847) (3,504) (1,068) (4,432) (1,825) Balance at June 30, 2015 $ 5,921 $ 1,891 $ 1,719 $ 1,440 $ 485

INDEBTEDNESS (Tables)

INDEBTEDNESS (Tables)	6 Months Ended
	Jun. 30, 2015
Debt Disclosure [Abstract]
Convertible Debt	The carrying value of the Notes is as follows as of June 30: (in thousands) 2015 Principal amount $ 143,750 Unamortized debt discount (30,078) Net carrying value $ 113,672
Interest Income and Interest Expense Disclosure	The following table sets forth the components of total interest expense related to the Notes recognized in the accompanying consolidated statements of operations for the three and six-months ended June 30, 2015: Three months ended Six months ended (in thousands) June 30, 2015 June 30, 2015 Contractual coupon $ 1,078 $ 2,156 Amortization of debt discount 1,501 2,981 Amortization of finance fees 211 422 Capitalized interest (6) (15) $ 2,784 $ 5,544

EARNINGS PER SHARE (Tables)

EARNINGS PER SHARE (Tables)	6 Months Ended
	Jun. 30, 2015
Earnings Per Share [Abstract]
Schedule of Earnings Per Share, Basic and Diluted	Earnings per share for the three and six-months ended June 30, 2015 and 2014 are calculated for basic and diluted earnings per share as follows: Basic Diluted Basic Diluted (in thousands, except per share amounts) Three months ended Three months ended Six months ended Six months ended 2015 2014 2015 2014 2015 2014 2015 2014 Net income/(loss) $ 3,571 $ (2,363) $ 3,571 $ (2,363) $ 7,940 $ 996 $ 7,940 $ 996 Net income allocated to warrants - - - - - (6) - (6) Net income allocated to restricted stock (24) - (23) - (53) (5) (52) (5) Net income/(loss) from continuing operations allocated to common shares $ 3,547 $ (2,363) $ 3,548 $ (2,363) $ 7,887 $ 985 $ 7,888 $ 985 Basic Weighted-Average Shares Outstanding 11,344 11,233 11,344 11,233 11,335 10,612 11,335 10,612 Dilutive effect of stock options 205 - 221 28 Diluted Weighted-Average Shares Outstanding 11,549 11,233 11,556 10,640 Earnings/(Loss) Per Share $ 0.31 $ (0.21) $ 0.31 $ (0.21) $ 0.70 $ 0.09 $ 0.68 $ 0.09

INVENTORIES (Tables)

INVENTORIES (Tables)	6 Months Ended
	Jun. 30, 2015
INVENTORIES
Schedule of Inventory, Current	Inventories consist of the following as of: (in thousands) June 30, December 31, Raw materials $ 9,945 $ 5,056 Packaging materials 922 794 Work-in-progress 350 411 Finished goods 1,763 1,368 12,980 7,629 Reserve for excess/obsolete inventories (279) (111) Inventories, net $ 12,701 $ 7,518

PROPERTY, PLANT, AND EQUIPMENT

PROPERTY, PLANT, AND EQUIPMENT (Tables)	6 Months Ended
	Jun. 30, 2015
Property, Plant and Equipment [Abstract]
Property, Plant and Equipment	Property, plant, and equipment consist of the following as of: (in thousands) June 30, December 31, Land $ 87 $ 87 Buildings 3,682 3,682 Machinery, furniture and equipment 5,473 4,822 Construction in progress 150 426 9,392 9,017 Less: accumulated depreciation (4,143) (3,794) Property, Plant and Equipment, net $ 5,249 $ 5,223

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS (Tables)	6 Months Ended
	Jun. 30, 2015
GOODWILL AND INTANGIBLE ASSETS
Schedule of Intangible Assets and Goodwill	The components of our definite-lived intangible assets are as follows: (in thousands) June 30, 2015 December 31, 2014 Weighted Average Gross Carrying Accumulated Gross Carrying Accumulated Amortization Acquired ANDA intangible assets $ 17,077 $ (2,088) $ 12,577 $ (1,312) 10 years Product rights 22,522 (2,255) 22,522 (1,133) 10 years Testosterone gel NDA 10,900 (1,982) 10,900 (1,487) 11 years $ 50,499 $ (6,325) $ 45,999 $ (3,932)
Finite-lived Intangible Assets Amortization Expense	Expected future amortization expense is as follows: (in thousands) 2015 (remainder of the year) $ 2,467 2016 4,935 2017 4,935 2018 4,935 2019 4,935 2020 and thereafter 21,967 Total $ 44,174

STOCK-BASED COMPENSATION (Table

STOCK-BASED COMPENSATION (Tables)	6 Months Ended
	Jun. 30, 2015
STOCK-BASED COMPENSATION
Schedule of Share-based Compansation, Stock Option And Restricted Stock, Activity	A summary of stock option and restricted stock activity under the Plan during the six months ended June 30, 2015 and 2014 is presented below: (in thousands) Options RSAs Outstanding December 31, 2013 120 50 Granted 80 30 Options previously granted, approved by shareholders 325 - Options Exercised/RSAs Vested (31) - Expired (60) - Outstanding June 30, 2014 434 80 Outstanding December 31, 2014 458 63 Granted 120 28 Options Exercised/RSAs Vested (31) (10) Forfeited (33) (5) Outstanding June 30, 2015 514 76

FAIR VALUE DISCLOSURES (Tables)

FAIR VALUE DISCLOSURES (Tables)	6 Months Ended
	Jun. 30, 2015
FAIR VALUE DISCLOSURES
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis	The following table presents our financial assets and liabilities accounted for at fair value on a recurring basis as of June 30, 2015 and December 31, 2014, by level within the fair value hierarchy: (in thousands) Description Fair Value at Level 1 Level 2 Level 3 Liabilities CVRs $ - $ - $ - $ - Description Fair Value at Level 1 Level 2 Level 3 Liabilities CVRs $ - $ - $ - $ -

REVENUE RECOGNITION AND RELAT28

REVENUE RECOGNITION AND RELATED ALLOWANCES (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Valuation and Qualifying Accounts Disclosure
Beginning balance	$ 8,708
Ending balance	7,724
Chargebacks
Valuation and Qualifying Accounts Disclosure
Beginning balance	6,865	$ 4,076
Accruals/Adjustments	31,903	19,327
Credits Taken Against Reserve	(32,847)	(17,070)
Ending balance	5,921	6,333
Medicaid Rebates
Valuation and Qualifying Accounts Disclosure
Beginning balance	2,264	253
Accruals/Adjustments	3,131	266
Credits Taken Against Reserve	(3,504)	(322)
Ending balance	1,891	197
Returns
Valuation and Qualifying Accounts Disclosure
Beginning balance	1,445	736
Accruals/Adjustments	1,342	561
Credits Taken Against Reserve	(1,068)	(346)
Ending balance	1,719	951
Administrative Fees and Other Rebates
Valuation and Qualifying Accounts Disclosure
Beginning balance	1,487	735
Accruals/Adjustments	4,385	2,360
Credits Taken Against Reserve	(4,432)	(1,974)
Ending balance	1,440	1,121
Prompt Payment Discounts
Valuation and Qualifying Accounts Disclosure
Beginning balance	471	332
Accruals/Adjustments	1,839	742
Credits Taken Against Reserve	(1,825)	(734)
Ending balance	$ 485	$ 340

REVENUE RECOGNITION AND RELAT29

REVENUE RECOGNITION AND RELATED ALLOWANCES (Details Textual) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Accounts Receivable, Net, Current, Total	$ 18,880		$ 18,880		$ 17,297
Customer One [Member] | Net Revenues [Member]
Concentration Risk, Percentage	20.00%	29.00%	20.00%	26.00%
Customer Two [Member] | Net Revenues [Member]
Concentration Risk, Percentage	18.00%	22.00%	22.00%	19.00%
Customer Three [Member] | Net Revenues [Member]
Concentration Risk, Percentage	15.00%	14.00%	19.00%	16.00%
Customer One Two And Three [Member] | Net Accounts Receivable [Member]
Accounts Receivable, Net, Current, Total	$ 11,600		$ 11,600

INDEBTEDNESS (Details)

INDEBTEDNESS (Details) $ in Thousands	Jun. 30, 2015USD ($)
Principal amount	$ 143,750
Unamortized debt discount	(30,078)
Net Carrying value	$ 113,672

INDEBTEDNESS (Details 1)

INDEBTEDNESS (Details 1) - Jun. 30, 2015 - USD ($) $ in Thousands	Total	Total
Contractual coupon	$ 1,078	$ 2,156
Amortization of debt discount	1,501	2,981
Amortization of finance fees	211	422
Capitalized interest	(6)	(15)
Interest Expense, Debt	$ 2,784	$ 5,544

INDEBTEDNESS (Details Textual)

INDEBTEDNESS (Details Textual) $ / shares in Units, $ in Thousands	3 Months Ended	6 Months Ended	12 Months Ended
	Jun. 30, 2015USD ($)	Jun. 30, 2015USD ($)	Dec. 31, 2014USD ($)$ / sharesshares
Long-term Debt, Gross	$ 143,750	$ 143,750
Debt Instrument, Unamortized Discount	30,078	30,078
Amortization of Financing Costs	$ 211	$ 422
Convertible Senior Notes [Member]
Long-term Debt, Gross			$ 143,800
Proceeds from Issuance of Debt			$ 122,600
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate			3.00%
Underlying Shares Of Common Stock Convertible Debt | shares			2,068,793
Debt Instrument, Convertible, Conversion Price | $ / shares			$ 69.48
Debt Instrument, Convertible, Threshold Trading Days			20
Debt Instrument Percent Of Conversion Price			130.00%
Per Note Principal | $ / shares			$ 1,000
Debt Instrument, Unamortized Discount			$ 33,600
Deferred Offering Costs			$ 5,500
Exercise Price Of Bond Hedge | $ / shares			$ 69.48
Underlying Shares Of Common Stock Bond Hedge | shares			2,068,792
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares			$ 96.21
Net Adjustments To Additional Paid In Capital Bond Hedge Acquired Warrant Issued Net			$ 15,600
Debt Instrument, Interest Rate, Effective Percentage	7.70%	7.70%
Debt Instrument, Convertible, Threshold Consecutive Trading Days			30 days
Amortization of Financing Costs			$ 4,200
Payments of Stock Issuance Costs			$ 1,300

EARNINGS PER SHARE (Details)

EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Net income/(loss), Basic	$ 3,571	$ (2,363)	$ 7,940	$ 996
Net income/(loss), Diluted	3,571	(2,363)	7,940	996
Net income allocated, Diluted	3,548	(2,363)	7,888	985
Net income from continuing operations allocated to common shares, Basic	$ 3,547	$ (2,363)	$ 7,887	$ 985
Basic Weighted-Average Shares Outstanding	11,344	11,233	11,335	10,612
Dilutive effect of stock options	205	0	221	28
Diluted Weighted-Average Shares Outstanding	11,549	11,233	11,556	10,640
Earnings Per Share, Basic	$ 0.31	$ (0.21)	$ 0.70	$ 0.09
Earnings Per Share, Diluted	$ 0.31	$ (0.21)	$ 0.68	$ 0.09
Warrant [Member]
Net income allocated, Basic	$ 0	$ 0	$ 0	$ (6)
Net income allocated, Diluted	0	0	0	(6)
Restricted Stock [Member]
Net income allocated, Basic	(24)	0	(53)	(5)
Net income allocated, Diluted	$ (23)	$ 0	$ (52)	$ (5)

EARNINGS PER SHARE (Details Tex

EARNINGS PER SHARE (Details Textual) - shares shares in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	4,600	1,100	4,600	700
Class of Warrant or Right, Outstanding	2,400		2,400
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number, Beginning Balance	76		76
Common Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number, Beginning Balance	500		500

INVENTORIES (Details)

INVENTORIES (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Inventories
Raw materials	$ 9,945	$ 5,056
Packaging materials	922	794
Work-in-progress	350	411
Finished goods	1,763	1,368
Inventory, Gross, Total	12,980	7,629
Reserve for excess/obsolete inventories	(279)	(111)
Inventories, net	$ 12,701	$ 7,518

INVENTORIES (Details Textual)

INVENTORIES (Details Textual)	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Two Suppliers (2015) [Member]
Concentration Risk, Percentage	43.00%		40.00%
Two Suppliers (2014) [Member]
Concentration Risk, Percentage		34.00%		40.00%

PROPERTY, PLANT, AND EQUIPMEN37

PROPERTY, PLANT, AND EQUIPMENT (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Property, Plant and Equipment, Gross, Total	$ 9,392	$ 9,017
Less: accumulated depreciation	(4,143)	(3,794)
Property, Plant and Equipment, net	5,249	5,223
Land [Member]
Property, Plant and Equipment, Gross, Total	87	87
Buildings [Member]
Property, Plant and Equipment, Gross, Total	3,682	3,682
Machinery, furniture and equipment [Member]
Property, Plant and Equipment, Gross, Total	5,473	4,822
Construction in progress [Member]
Property, Plant and Equipment, Gross, Total	$ 150	$ 426

PROPERTY, PLANT, AND EQUIPMEN38

PROPERTY, PLANT, AND EQUIPMENT (Details Textual) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Depreciation, Total	$ 200	$ 100	$ 300	$ 300
Interest Costs Capitalized	$ 6		$ 15

GOODWILL AND INTANGIBLE ASSET39

GOODWILL AND INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands	1 Months Ended	6 Months Ended
	Mar. 31, 2015	Jun. 30, 2015	Dec. 31, 2014
GOODWILL AND INTANGIBLE ASSETS
Gross Carrying Amount		$ 50,499	$ 45,999
Accumulated Amortization		(6,325)	(3,932)
Acquired ANDA intangible assets
GOODWILL AND INTANGIBLE ASSETS
Gross Carrying Amount		17,077	12,577
Accumulated Amortization		$ (2,088)	(1,312)
Weighted Average Amortization Period	10 years	10 years
Product rights
GOODWILL AND INTANGIBLE ASSETS
Gross Carrying Amount		$ 22,522	22,522
Accumulated Amortization		$ (2,255)	(1,133)
Weighted Average Amortization Period		10 years
Testosterone gel NDA
GOODWILL AND INTANGIBLE ASSETS
Gross Carrying Amount		$ 10,900	10,900
Accumulated Amortization		$ (1,982)	$ (1,487)
Weighted Average Amortization Period		11 years

GOODWILL AND INTANGIBLE ASSET40

GOODWILL AND INTANGIBLE ASSETS (Details 1) $ in Thousands	Jun. 30, 2015USD ($)
GOODWILL AND INTANGIBLE ASSETS
2015 (remainder of the year)	$ 2,467
2,016	4,935
2,017	4,935
2,018	4,935
2,019	4,935
2020 and thereafter	21,967
Total	$ 44,174

GOODWILL AND INTANGIBLE ASSET41

GOODWILL AND INTANGIBLE ASSETS (Details Textual) - USD ($) $ in Millions	1 Months Ended		3 Months Ended		6 Months Ended
	May. 31, 2015	Mar. 31, 2015	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
GOODWILL AND INTANGIBLE ASSETS
Amortization of Intangible Assets			$ 1.2	$ 0.6	$ 2.4	$ 1.1
Goodwill, Gross			$ 1.8		$ 1.8
Acquired ANDA Intangible Asset [Member]
GOODWILL AND INTANGIBLE ASSETS
Intangible Asset Purchase Agreement, Amount		$ 4.5
Finite-Lived Intangible Asset, Useful Life		10 years			10 years
Testosterone Gel NDA [Member]
GOODWILL AND INTANGIBLE ASSETS
Finite-Lived Intangible Asset, Useful Life					11 years
Maximum Royalties Potentially Payable	$ 5
Royalty Rate	5.00%

STOCK-BASED COMPENSATION (Detai

STOCK-BASED COMPENSATION (Details) - shares shares in Thousands	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award
Outstanding	458	120
Granted	120	80
Options previously granted, approved by shareholders		325
Options Exercised	(31)	(31)
Expired		(60)
Forfeited	(33)
Outstanding	514	434
RSAs [Member]
Share-based Compensation Arrangement by Share-based Payment Award
Options previously granted, approved by shareholders		0
Outstanding	63	50
Granted	28	30
RSAs Vested	(10)	0
Forfeited	(5)	0
Outstanding	76	80

STOCK-BASED COMPENSATION (Det43

STOCK-BASED COMPENSATION (Details Textual) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Share-based Compensation Arrangement by Share-based Payment Award
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant	600		600
Stock or Unit Option Plan Expense	$ 800	$ 1,900	$ 1,300	$ 1,900
Share Based Compensation Catch Up		1,300		1,300
Cost of Sales [Member]
Share-based Compensation Arrangement by Share-based Payment Award
Stock or Unit Option Plan Expense	20	70	37	70
Research and Development Expense [Member]
Share-based Compensation Arrangement by Share-based Payment Award
Stock or Unit Option Plan Expense	33	46	49	46
Selling, General and Administrative Expenses [Member]
Share-based Compensation Arrangement by Share-based Payment Award
Stock or Unit Option Plan Expense	700	1,800	1,200	1,800
Restricted Stock or Unit Expense	$ 200	$ 79	$ 300	$ 100
Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award
Options Previously Granted Approved By Share holders				325

STOCKHOLDER'S EQUITY (Details T

STOCKHOLDER'S EQUITY (Details Textual) - USD ($) $ / shares in Units, $ in Thousands	Mar. 10, 2014	Jan. 31, 2014	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Stock Issued During Period Due To Warrant Exercise Number		20,000
Proceeds from Issuance of Common Stock, Net					$ 0	$ 46,680
Class Of Warrant Or Right Number Of Securities Called By Warrants That Expired During Period Number			100,000	0	100,000	0
Common Stock [Member]
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 9
Stock Issued During Period, Shares, New Issues	1,600,000
Shares Issued, Price Per Share	$ 31
Proceeds from Issuance of Common Stock	$ 50,000
Proceeds from Issuance of Common Stock, Net	46,700
Payments of Stock Issuance Costs	$ 3,300
Stock Issued During Period Shares New Issues Due to Exercise of Option to Purchase Additional Shares	200,000

INCOME TAXES (Details Textual)

INCOME TAXES (Details Textual) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Effective Income Tax Rate Reconciliation, Percent	37.00%	(5.30%)	36.90%	2.90%
Deferred Tax Assets, Valuation Allowance	$ 0.1		$ 0.1		$ 0.1

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Textual) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
COMMITMENTS AND CONTINGENCIES
Operating Leases, Future Minimum Payments Due, Total	$ 200		$ 200
Operating Leases, Rent Expense	20	$ 19	38	$ 36
Unapproved Generic Products [Member]
COMMITMENTS AND CONTINGENCIES
Revenue, Net	11,000	3,800	21,300	10,500
Unapproved Generic Products [Member] | Contract Customer [Member]
COMMITMENTS AND CONTINGENCIES
Revenue, Net	500	100	800	500
Royalty Revenue, Total	$ 100	$ 100	$ 200	$ 200

FAIR VALUE DISCLOSURES (Details

FAIR VALUE DISCLOSURES (Details) - USD ($) $ in Thousands	Jun. 30, 2015	Dec. 31, 2014
Liabilities
CVRs	$ 0	$ 0
Fair Value, Inputs, Level 1 [Member]
Liabilities
CVRs	0	0
Fair Value, Inputs, Level 2 [Member]
Liabilities
CVRs	0	0
Fair Value, Inputs, Level 3 [Member]
Liabilities
CVRs	$ 0	$ 0

FAIR VALUE DISCLOSURES (Detai48

FAIR VALUE DISCLOSURES (Details Textual) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	6 Months Ended		12 Months Ended
	Mar. 31, 2015	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014
Fair Value Inputs, Assets, Quantitative Information
Fair Value Inputs, Discount Rate		15.00%
Payments to Acquire Intangible Assets	$ 4,500	$ 4,500	$ 12,517
Long-term Debt, Gross		143,750
Notes Payable, Fair Value Disclosure		163,700
Convertible Debt, Noncurrent		$ 113,672		$ 110,691
Fair Value, Inputs, Level 3 [Member]
Fair Value Inputs, Assets, Quantitative Information
Theoretical Interest Rate For Debt Without Embedded Conversion Option				9.00%
Convertible Senior Notes [Member]
Fair Value Inputs, Assets, Quantitative Information
Long-term Debt, Gross				$ 143,800
Exercise Price Of Bond Hedge				$ 69.48
Underlying Shares Of Common Stock Bond Hedge				2,068,792
Class of Warrant or Right, Exercise Price of Warrants or Rights				$ 96.21
Net Adjustments To Additional Paid In Capital Bond Hedge Acquired Warrant Issued Net				$ 15,600

SUBSEQUENT EVENTS (Details Text

SUBSEQUENT EVENTS (Details Textual) - Jul. 31, 2015 - Subsequent Event [Member] $ in Millions	USD ($)
Subsequent Event [Line Items]
Intangible Asset Purchase Agreement Quantity Acquired	22
Intangible Asset Purchase Agreement, Amount	$ 25