Amneal Pharmaceuticals (AMRX) 10-K 9 Mar 18 2017 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2017	Mar. 09, 2018	Jun. 30, 2017
Document and Entity Information [Abstract]
Entity Registrant Name	Atlas Holdings, Inc.
Entity Central Index Key	1,723,128
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Document Type	10-K
Document Period End Date	Dec. 31, 2017
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus (i.e. Q1,Q2,Q3,FY)	FY
Amendment Flag	false
Entity Common Stock, Shares Outstanding		1,000
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	No
Entity Public Float			$ 0

Consolidated Balance Sheet

Consolidated Balance Sheet	Dec. 31, 2017USD ($)
Current assets:
Total current assets	$ 0
Total assets	0
Current liabilities:
Total current liabilities	0
Total liabilities	0
Commitments and contingencies (Note 6)
Stockholder’s equity:
Common stock, $0.01 par value, 1,000 shares authorized, issued and outstanding	10
Stockholder receivable	(10)
Total stockholder’s equity	0
Total liabilities and stockholder’s equity	$ 0

Consolidated Balance Sheet (Par

Consolidated Balance Sheet (Parenthetical)	Dec. 31, 2017$ / sharesshares
Statement of Financial Position [Abstract]
Common stock, par value (in dollars per share) | $ / shares	$ 0.01
Common stock, shares authorized (in shares)	1,000
Common stock, shares issued (in shares)	1,000
Common stock, shares outstanding (in shares)	1,000

Consolidated Statement of Opera

Consolidated Statement of Operations	3 Months Ended
	Dec. 31, 2017USD ($)$ / sharesshares
Income Statement [Abstract]
Net revenue	$ 0
Total operating expenses	0
Provision for income taxes	0
Net loss	$ 0
Earnings (loss) per share:
Basic and diluted (in dollars per share) | $ / shares	$ 0
Weighted-average shares outstanding:
Basic and diluted (in shares) | shares	1,000

Consolidated Statement of Cash

Consolidated Statement of Cash Flows - USD ($)	3 Months Ended
	Dec. 31, 2017	Dec. 31, 2017
Cash flows from operating activities:
Net loss	$ 0	$ 0
Changes in assets and liabilities:
Other current assets and current liabilities		0
Net cash used in operating activities		0
Cash flows from investing activities:
Net cash provided by investing activities		0
Cash flows from financing activities:
Net cash provided by financing activities		0
Net change in cash and cash equivalents		0
Cash and cash equivalents at the beginning of period		0
Cash and cash equivalents at the end of year	$ 0	$ 0

Consolidated Statement of Stock

Consolidated Statement of Stockholders' Equity - 3 months ended Dec. 31, 2017 - USD ($)	Total	Common Stock	Stockholder Receivable	Additional Paid in Capital	Accumulated Deficit
Beginning balance (in shares) at Oct. 04, 2017		0
Beginning balance at Oct. 04, 2017	$ 0	$ 0	$ 0	$ 0	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income (loss)	0
Issuance of common shares (in shares)		1,000
Issuance of common shares	0	$ 10	(10)
Ending balance (in shares) at Dec. 31, 2017		1,000
Ending balance at Dec. 31, 2017	$ 0	$ 10	$ (10)	$ 0	$ 0

Overview and Description of Bus

Overview and Description of Business	12 Months Ended
	Dec. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Overview and Description of Business	OVERVIEW AND DESCRIPTION OF BUSINESS Atlas Holdings, Inc. (the “Company”, “Atlas Holdings” or following the closing of the Combination (as defined below), “New Amneal”) is a Delaware corporation and a direct wholly-owned subsidiary of Impax Laboratories, Inc. (“Impax”) that was formed by Impax for the purpose of engaging in the proposed combination of the generics and specialty pharmaceutical business of Impax with the generic drug development and manufacturing business of Amneal Pharmaceuticals, LLC (“Amneal”), pursuant to the terms of the Business Combination Agreement (the “BCA”), dated as of October 17, 2017, as amended on November 21, 2017 and December 16, 2017, by and among Impax, Amneal, the Company and K2 Merger Sub Corporation, a direct wholly owned subsidiary of the Company (“Merger Sub”) and the transactions contemplated thereby (the “Combination”). The Combination includes (i) the merger of Impax with Merger Sub, with Impax surviving the merger as a direct wholly owned subsidiary of the Company (the “Impax Merger”) (ii) the conversion of the surviving corporation of the Impax Merger into a Delaware limited liability company, (iii) the contribution by the Company of the of all of the equity interests of Impax to Amneal in exchange for certain equity interests of Amneal and (iv) the issuance by the Company of shares of its Class B Common Stock to the existing members of Amneal (the “Existing Amneal Members”). Following completion of the Combination, Atlas Holdings will be renamed Amneal Pharmaceuticals, Inc. and will become a holding company whose principal asset will be the economic interests in the combined business of Impax and Amneal. References to “New Amneal” throughout this Annual Report on Form 10-K refers to renamed company following the closing of the Combination. As of December 31, 2017 , the Company has no operations and no material assets or liabilities. The Company has not carried on any activities other than those incidental to the Company’s formation and the matters contemplated by the BCA during the period from October 4, 2017, the date of the Company’s formation, to December 31, 2017 . As of December 31, 2017 , the Company had 1,000 shares of its common stock, par value $ 0.01 per share, issued and outstanding to Impax.

Business Combination of Amneal

Business Combination of Amneal and Impax	12 Months Ended
	Dec. 31, 2017
Business Combinations [Abstract]
Business Combination of Amneal and Impax	BUSINESS COMBINATION OF AMNEAL AND IMPAX As discussed above under “Note 1. Overview and Description of the Business”, Impax and Amneal entered into the BCA providing for the business combination amongst Impax, Amneal, Merger Sub and the Company. The BCA was unanimously approved by the board of directors of Impax. In connection with the Combination, each share of common stock of Impax will be converted into the right to receive one share of New Amneal Class A common stock. Holders of Impax common stock (“Impax Stockholders”) immediately prior to the Combination will collectively hold approximately 25% , and the Existing Amneal Members will hold approximately 75% , of the voting and economic interests in the combined businesses of Impax and Amneal under New Amneal. Following the closing of the Combination and the investment by certain institutional investors including TPG Improv Holdings, L.P. and funds affiliated with Fidelity Management & Research Company (the “PIPE Investment”), it is expected that the Existing Amneal Members will hold approximately 60% of the voting power of the outstanding shares of New Amneal common stock (the “New Amneal Shares”) and TPG Improv Holdings, L.P. and other institutional investors will hold approximately 15% of the voting power of the outstanding New Amneal Shares. Consummation of the Combination is subject to customary closing conditions, including, among other things, (i) the approval of the Impax Stockholders holding a majority of the outstanding Impax common stock entitled to vote, (ii) expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and (iii) the approval of the listing of the Company’s Class A common stock on the NYSE. The transaction is expected to close during the first half of 2018, however, there is no assurance that the Combination will be completed on the terms or timeline contemplated, or at all. See “Item IA. Risk Factors” above for additional information regarding the risks related to the Combination.

Basis of Presentation and Summa

Basis of Presentation and Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2017
Accounting Policies [Abstract]
Basis of Presentation and Summary of Significant Accounting Policies	BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation - The consolidated financial statements were prepared in U.S dollars in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). Principles of Consolidation - The consolidated financial statements of the Company include the accounts of its wholly owned subsidiary, K2 Merger Su b. Use of estimates - The preparation of financial statements in conformity with U.S. 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, which 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. Actual results may differ from estimated results.

Stockholders' Equity

Stockholders' Equity	12 Months Ended
	Dec. 31, 2017
Equity [Abstract]
Stockholders' Equity	STOCKHOLDERS’ EQUITY As of December 31, 2017 , the Company's authorized share capital consisted of 1,000 common shares, par value $0.01 per share. As of December 31, 2017 , outstanding common shares consisted of 1000 shares issued to Impax, the sole shareholder of the Company. See "Note 5. Related Party Transactions."

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2017
Related Party Transactions [Abstract]
Related Party Transactions	RELATED PARTY TRANSACTIONS As of December 31, 2017 , a stockholder receivable of $10 was due from Impax in connection with the issuance of 1,000 common shares to Impax during the period.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2017
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	COMMITMENTS AND CONTINGENCIES Contingencies Securities Class Actions On December 12, 2017 and December 14, 2017, Plaintiffs Susan Vana and David Stone, respectively, filed class action complaints in the United States District Court for the Northern District of California on behalf of themselves and others similarly situated against the Company alleging violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934 generally alleging that the Registration Statement on Form S-4 related to the Combination contains false and misleading statements and/or omissions concerning the financial projections of Impax, Amneal, and New Amneal; Morgan Stanley & Co. LLC’s valuation analyses and Fairness Opinions relating to Impax and Amneal; potential conflicts of interest associated with one of Impax’s financial advisors and the proposed business combination with Amneal; and background information of the proposed business combination, including confidentiality agreements entered into by Impax in connection with the proposed business combination. No schedule has been set.

Subsequent Event

Subsequent Event	12 Months Ended
	Dec. 31, 2017
Subsequent Events [Abstract]
Subsequent Event	SUBSEQUENT EVENT On January 31, 2018, the Company’s Board of Directors approved the Atlas Holdings, Inc. 2018 Incentive Award Plan (the “2018 Plan”) and in connection with the Combination, the Impax board of directors has recommended that Impax stockholders approve the 2018 Plan. If approved by Impax stockholders, the 2018 Plan will only become effective on the consummation of the Combination. Pursuant to the terms of the 2018 Plan, an aggregate of 23 million shares of Atlas Holdings Class A Common Stock will initially be available for issuance under awards granted pursuant to the 2018 Plan, which shares may be authorized but unissued shares, or shares purchased in the open market.

Basis of Presentation and Sum14

Basis of Presentation and Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2017
Accounting Policies [Abstract]
Basis of presentation	Basis of presentation - The consolidated financial statements were prepared in U.S dollars in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”).
Principles of Consolidation	Principles of Consolidation - The consolidated financial statements of the Company include the accounts of its wholly owned subsidiary, K2 Merger Su b.
Use of estimates	Use of estimates - The preparation of financial statements in conformity with U.S. 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, which 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. Actual results may differ from estimated results.

Overview and Description of B15

Overview and Description of Business (Details)	Dec. 31, 2017$ / sharesshares
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Common stock, shares issued (in shares) | shares	1,000
Common stock, par value (in dollars per share) | $ / shares	$ 0.01

Business Combination of Amnea16

Business Combination of Amneal and Impax (Details) - shares	Dec. 31, 2017	Oct. 04, 2017	Oct. 03, 2017
Business Acquisition [Line Items]
Share converted per share owned (in shares)	1
Existing Amneal Members
Business Acquisition [Line Items]
Shareholder ownership percentage		60.00%	75.00%
Impax Stockholders
Business Acquisition [Line Items]
Shareholder ownership percentage			25.00%
TPG Improv Holdings, LP and Other Institutional Investors
Business Acquisition [Line Items]
Shareholder ownership percentage		15.00%

Stockholders' Equity (Details)

Stockholders' Equity (Details)	Dec. 31, 2017$ / sharesshares
Equity [Abstract]
Common stock, shares authorized (in shares)	1,000
Common stock, par value (in dollars per share) | $ / shares	$ 0.01
Common stock, shares outstanding (in shares)	1,000

Related Party Transactions (Det

Related Party Transactions (Details)	Dec. 31, 2017USD ($)shares
Related Party Transaction [Line Items]
Stockholder receivable | $	$ 10
Common stock, shares issued (in shares) | shares	1,000
Affiliated Entity
Related Party Transaction [Line Items]
Stockholder receivable | $	$ 10
Common stock, shares issued (in shares) | shares	1,000

Subsequent Event (Details)

Subsequent Event (Details) shares in Millions	Dec. 31, 2018shares
Scenario, Forecast | Subsequent Event
Subsequent Event [Line Items]
Number of shares available for issuance (in shares)	23