Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Oct. 31, 2018 | |
Entity Information [Line Items] | ||
Entity Registrant Name | Amneal Pharmaceuticals, Inc. | |
Trading Symbol | AMRX | |
Entity Central Index Key | 1,723,128 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Emerging Growth Company | false | |
Entity Small Business | false | |
Common Class A | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 114,977,648 | |
Common Class B | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 171,260,707 | |
Common Class B-1 | ||
Entity Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 12,328,767 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Income Statement [Abstract] | ||||
Net revenue | $ 476,487 | $ 254,733 | $ 1,165,463 | $ 740,285 |
Cost of goods sold | 276,382 | 119,720 | 642,468 | 365,523 |
Gross profit | 200,105 | 135,013 | 522,995 | 374,762 |
Selling, general and administrative | 78,075 | 27,440 | 156,199 | 82,080 |
Research and development | 42,999 | 41,323 | 137,543 | 127,926 |
Intellectual property legal development expenses | 4,401 | 6,693 | 13,024 | 17,786 |
Legal settlement gain | 0 | (21,467) | 0 | (21,467) |
Acquisition, transaction-related and integration expenses | 2,231 | 2,271 | 216,873 | 2,353 |
Restructuring (benefit) expenses | (2,156) | 0 | 42,309 | 0 |
Operating income (loss) | 74,555 | 78,753 | (42,953) | 166,084 |
Other (expense) income: | ||||
Interest expense, net | (43,018) | (19,218) | (100,691) | (51,105) |
Foreign exchange (loss) gain | (5,137) | (4,178) | (22,518) | 25,751 |
Loss on extinguishment of debt | 0 | 0 | (19,667) | (2,531) |
Loss on sale of certain international businesses | (2,812) | (28,880) | (2,812) | (28,880) |
Other (expense) income | (1,014) | (93) | 725 | (71) |
Total other expense, net | (51,981) | (52,369) | (144,963) | (56,836) |
Income (loss) before income taxes | 22,574 | 26,384 | (187,916) | 109,248 |
Provision for (benefit from) income taxes | 5,109 | (738) | (6,943) | 2,117 |
Net income (loss) | 17,465 | 27,122 | (180,973) | 107,131 |
Less: Net (income) loss attributable to Amneal Pharmaceuticals LLC pre-Combination | 0 | (26,780) | 148,806 | (106,079) |
Less: Net (income) loss attributable to non-controlling interests | (10,577) | (342) | 21,191 | (1,052) |
Net income (loss) attributable to Amneal Pharmaceuticals, Inc. before accretion of redeemable non-controlling interest | 6,888 | 0 | (10,976) | 0 |
Accretion of redeemable non-controlling interest | 64 | 0 | (1,176) | 0 |
Net income (loss) attributable to Amneal Pharmaceuticals, Inc. | $ 6,952 | $ 0 | $ (12,152) | $ 0 |
Net income (loss) per share attributable to Amneal Pharmaceuticals, Inc.'s common stockholders: | ||||
Class A and Class B-1 basic (in dollars per share) | $ 0.05 | $ (0.10) | ||
Class A and Class B-1 diluted (in dollars per share) | $ 0.05 | $ (0.10) | ||
Weighted-average common shares outstanding: | ||||
Class A and Class B-1 basic (in shares) | 127,247 | 127,196 | ||
Class A and Class B-1 diluted (in shares) | 128,222 | 127,196 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Statement of Other Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 17,465 | $ 27,122 | $ (180,973) | $ 107,131 |
Less: Net (income) loss attributable to Amneal Pharmaceuticals LLC pre-Combination | 0 | (26,780) | 148,806 | (106,079) |
Less: Net (income) loss attributable to non-controlling interests | (10,577) | (342) | 21,191 | (1,052) |
Net income (loss) attributable to Amneal Pharmaceuticals, Inc. before accretion of redeemable non-controlling interest | 6,888 | 0 | (10,976) | 0 |
Accretion of redeemable non-controlling interest | 64 | 0 | (1,176) | 0 |
Net income (loss) attributable to Amneal Pharmaceuticals, Inc. | 6,952 | 0 | (12,152) | 0 |
Other comprehensive (loss) income: | ||||
Foreign currency translation adjustment | (7,939) | 6,725 | (8,964) | (4,219) |
Less: Other comprehensive (income) loss attributable to Amneal Pharmaceuticals LLC pre-Combination | 0 | (6,725) | (1,721) | 4,219 |
Less: Other comprehensive loss attributable to non-controlling interests | 4,555 | 0 | 6,131 | 0 |
Other comprehensive loss attributable to Amneal Pharmaceuticals, Inc. | (3,384) | 0 | (4,554) | 0 |
Comprehensive income (loss) attributable to Amneal Pharmaceuticals, Inc. | $ 3,568 | $ 0 | $ (16,706) | $ 0 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 165,192 | $ 74,166 |
Restricted cash | 7,001 | 3,756 |
Trade accounts receivable, net | 641,029 | 351,367 |
Inventories | 490,768 | 284,038 |
Prepaid expenses and other current assets | 126,386 | 42,396 |
Related party receivables | 925 | 16,210 |
Total current assets | 1,431,301 | 771,933 |
Property, plant and equipment, net | 567,498 | 486,758 |
Goodwill | 410,616 | 26,444 |
Intangible assets, net | 1,733,020 | 44,599 |
Deferred tax asset, net | 365,971 | 898 |
Other assets | 73,642 | 11,257 |
Total assets | 4,582,048 | 1,341,889 |
Current liabilities: | ||
Accounts payable and accrued expenses | 513,122 | 194,779 |
Note payable and accrued interest-related party | 78,126 | 0 |
Current portion of long-term debt and financing obligations, net | 121,694 | 89,482 |
Related party payables | 36,329 | 12,622 |
Total current liabilities | 749,271 | 296,883 |
Long-term debt and financing obligations, net | 2,675,108 | 1,395,261 |
Deferred income taxes | 1,761 | 2,491 |
Liabilities under tax receivable agreement | 195,820 | 0 |
Other long-term liabilities | 44,769 | 7,793 |
Related party payable- long term | 0 | 15,043 |
Total long-term liabilities | 2,917,458 | 1,420,588 |
Commitments and contingencies (Notes 5 & 18) | ||
Redeemable non-controlling interest | 0 | 0 |
Stockholders' equity / members' deficit: | ||
Members' equity, 189,000 units authorized, issued and outstanding at December 31, 2017 | 2,716 | |
Members' / Stockholders' accumulated deficit | (12,152) | (382,785) |
Preferred stock, $0.01 par value, 2,000 shares authorized; none issued and outstanding at September 30, 2018 | 0 | |
Additional paid-in capital | 520,160 | 8,562 |
Stockholders' accumulated other comprehensive loss | (9,889) | (14,232) |
Members' Equity | (385,739) | |
Members' Equity Attributable to Noncontrolling Interest | 10,157 | |
Limited Liability Company (LLC) Members' Equity, Including Portion Attributable to Noncontrolling Interest | (375,582) | |
Total Amneal Pharmaceuticals, Inc. stockholders' | 501,105 | |
Stockholders' accumulated other comprehensive loss | 414,214 | |
Total stockholders' | 915,319 | 0 |
Non-controlling interests | 4,582,048 | $ 1,341,889 |
Common Class A | ||
Stockholders' equity / members' deficit: | ||
Common stock | 1,150 | |
Common Class B | ||
Stockholders' equity / members' deficit: | ||
Common stock | 1,713 | |
Common Class B-1 | ||
Stockholders' equity / members' deficit: | ||
Common stock | $ 123 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) | Sep. 30, 2018$ / sharesshares |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 |
Preferred stock, shares authorized (in shares) | 2,000,000 |
Preferred stock, shares issued (in shares) | 0 |
Preferred stock, shares outstanding (in shares) | 0 |
Common Class A | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 |
Common stock, shares authorized (in shares) | 900,000,000 |
Common stock, shares issued (in shares) | 114,974,000 |
Common stock, shares outstanding (in shares) | 114,974,000 |
Common Class B | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 |
Common stock, shares authorized (in shares) | 300,000,000 |
Common stock, shares issued (in shares) | 171,261,000 |
Common stock, shares outstanding (in shares) | 171,261,000 |
Common Class B-1 | |
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 |
Common stock, shares authorized (in shares) | 18,000,000 |
Common stock, shares issued (in shares) | 12,329,000 |
Common stock, shares outstanding (in shares) | 12,329,000 |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' / Members’ Deficit - USD ($) $ in Thousands | Total | Members' Equity | Members' / Stockholders' Accumulated Deficit | Preferred Stock | Common StockCommon Class A | Common StockCommon Class B | Common StockCommon Class B-1 | Additional Paid-in Capital | Accumulated Other Comprehensive (Loss) Income | Non-Controlling Interests |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Cumulative-effective adjustment from adoption of ASU 2014-09 (Topic 606) | $ 4,977 | $ 4,977 | ||||||||
Members' equity beginning balance at Dec. 31, 2017 | (375,582) | $ 2,716 | (382,785) | $ 8,562 | $ (14,232) | $ 10,157 | ||||
Shares beginning balance (in shares) at Dec. 31, 2017 | 0 | 0 | 0 | 0 | ||||||
Stockholders' equity beginning balance at Dec. 31, 2017 | 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||||||
Net (loss) income | (180,973) | |||||||||
Foreign currency translation adjustment | (8,964) | |||||||||
Net income (loss) attributable to Amneal Pharmaceuticals, Inc. before accretion of redeemable non-controlling interest | $ (10,976) | |||||||||
Exercise of stock options (in shares) | 278,302 | |||||||||
Tax distribution | $ (35,500) | |||||||||
Shares ending balance (in shares) at Sep. 30, 2018 | 0 | 114,974,000 | 12,328,767 | 520,160,000 | ||||||
Stockholders' equity ending balance at Sep. 30, 2018 | 915,319 | (12,152) | $ 0 | $ 1,150 | $ 1,713 | $ 123 | $ (9,889) | $ 414,214 | ||
Members' equity ending balance at Sep. 30, 2018 | $ 0 | $ 0 | ||||||||
Beginning balance at Dec. 31, 2017 | 0 | |||||||||
Ending balance at Sep. 30, 2018 | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (180,973) | $ 107,131 |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Depreciation and amortization | 89,910 | 33,094 |
Unrealized foreign currency loss (gain) | 21,560 | (27,692) |
Amortization of debt issuance costs | 4,220 | 3,895 |
Loss on extinguishment of debt | 19,667 | 2,531 |
Loss on sale of certain international businesses | 2,812 | 28,880 |
Transaction costs paid by Amneal Holdings, LLC | 0 | 2,008 |
Intangible asset impairment charges | 8,474 | 0 |
Deferred tax provision | (9,111) | (534) |
Stock-based compensation and PPU expense | 163,991 | 0 |
Inventory provision | 20,755 | 1,510 |
Other operating charges and credits, net | (1,955) | 431 |
Changes in assets and liabilities: | ||
Trade accounts receivable, net | (74,711) | 48,468 |
Inventories | (53,708) | (25,186) |
Prepaid expenses, other current assets and other assets | 9,803 | (18,604) |
Related party receivables | 10,828 | 1,397 |
Accounts payable, accrued expenses and other liabilities | (26,858) | 5,583 |
Related party payables | (14,125) | 6,010 |
Net cash (used in) provided by operating activities | (9,421) | 168,922 |
Investing activities: | ||
Purchases of property, plant and equipment | (63,065) | (70,153) |
Acquisition of product rights and licenses | (14,000) | (19,500) |
Acquisitions, net of cash acquired | (324,634) | 0 |
Net cash used in investing activities | (401,699) | (89,653) |
Financing activities: | ||
Payments of deferred financing costs and debt extinguishment costs | (54,955) | (5,026) |
Proceeds from issuance of debt | 1,325,383 | 250,000 |
Payments of principal on debt, financing obligations and capital leases | (610,482) | (10,260) |
Net borrowings on revolving credit line | 25,000 | 25,000 |
Proceeds from exercise of stock options | 3,162 | 0 |
Equity contributions | 27,742 | 40 |
Capital contribution from non-controlling interest | 360 | 0 |
Acquisition of redeemable non-controlling interest | (11,775) | 0 |
Distributions to members | (182,998) | (355,265) |
Repayment of related party note | (14,842) | 0 |
Net cash provided by (used in) financing activities | 506,595 | (95,511) |
Effect of foreign exchange rate on cash | (1,204) | 50 |
Net increase (decrease) in cash, cash equivalents, and restricted cash | 94,271 | (16,192) |
Cash, cash equivalents, and restricted cash - beginning of period | 77,922 | 37,546 |
Cash, cash equivalents, and restricted cash - end of period | 172,193 | 21,354 |
Cash and cash equivalents | 165,192 | 19,348 |
Restricted cash - end of period | 7,001 | 2,006 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 89,075 | 47,968 |
Income taxes paid | 5,379 | 4,017 |
Supplemental disclosure of non-cash investing and financing activity: | ||
Tax distribution to non-controlling interest | 35,543 | 0 |
Distribution to members | 8,562 | 0 |
Receivable from the sale of certain international businesses | $ 0 | $ 18,283 |
Nature of Operations and Basis
Nature of Operations and Basis of Presentation | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations and Basis of Presentation | Nature of Operations and Basis of Presentation Amneal Pharmaceuticals, Inc., formerly known as Atlas Holdings, Inc. (the "Company"), was formed along with its wholly owned subsidiary, K2 Merger Sub Corporation, a Delaware corporation ("Merger Sub"), on October 4, 2017, for the purpose of facilitating the combination of Impax Laboratories, Inc. (now Impax Laboratories, LLC), a Delaware corporation then listed on the Nasdaq Stock Market ("Impax") and Amneal Pharmaceuticals LLC, a Delaware limited liability company ("Amneal"). Amneal was formed in 2002 and operates through various subsidiaries. Amneal is a vertically integrated developer, manufacturer, and seller of generic pharmaceutical products. Amneal’s pharmaceutical research includes analytical and formulation development and stability. Amneal has operations in the United States, Switzerland, India, Ireland and the United Kingdom, and certain other countries, primarily in Western Europe. Amneal sells to wholesalers, distributors, hospitals, chain pharmacies and individual pharmacies, either directly or indirectly. On October 17, 2017, Amneal, Impax, the Company and Merger Sub entered into the Business Combination Agreement, as amended on November 21, 2017 and December 16, 2017 (the "BCA"). On May 4, 2018, pursuant to the BCA, Impax and Amneal combined the generics and specialty pharmaceutical business of Impax with the generic drug development and manufacturing business of Amneal to create the Company as a new generics and specialty pharmaceutical company, through the following transactions (together, the "Combination," and the closing of the Combination, the "Closing"): (i) Merger Sub merged with and into Impax, with Impax surviving as a direct wholly owned subsidiary of the Company, (ii) each share of Impax’s common stock, par value $0.01 per share ("Impax Common Stock"), issued and outstanding immediately prior to the Closing, other than Impax Common Stock held by Impax in treasury, by the Company or by any of their respective subsidiaries, was converted into the right to receive one fully paid and non-assessable share of Class A common stock of the Company, par value $0.01 per share ("Class A Common Stock"), (iii) Impax converted to a Delaware limited liability company, (iv) the Company contributed to Amneal all of the Company’s equity interests in Impax, in exchange for Amneal common units ("Amneal Common Units"), (v) the Company issued an aggregate number of shares of Class B common stock of the Company, par value $0.01 per share ("Class B Common Stock," and collectively, with the Class A Common Stock and Class B-1 common stock of the Company, par value $0.01 , ("Class B-1 Common Stock"), the "Company Common Stock" to APHC Holdings, LLC, (formerly Amneal Holdings, LLC), the parent entity of Amneal as of the Closing ("Holdings"), and (vi) the Company became the managing member of Amneal. Immediately upon the Closing, holders of Impax Common Stock prior to the Closing collectively held approximately 25% of the Company and Holdings held a majority interest in the Company with an effective voting interest of approximately 75% on a fully diluted and as converted basis through its ownership of Class B Common Stock. Holdings also held a corresponding number of Amneal Common Units, which entitled it to approximately 75% of the economic interests in the combined businesses of Impax and Amneal. The Company held an interest in Amneal of approximately 25% and became its managing member. In connection with the Combination, on May 4, 2018, Holdings entered into definitive purchase agreements which provided for a private placement of certain shares of Class A Common Stock and Class B-1 Common Stock (the "PIPE Investment") with select institutional investors (the "PIPE Investors"). Pursuant to the terms of the purchase agreements, upon the Closing, Holdings exercised its right to cause the Company to redeem approximately 15% of its ownership interests in the Company in exchange for 34.5 million shares of Class A Common Stock and 12.3 million unregistered shares of Class B-1 Common Stock (the "Redemption"). The shares of Class A Common Stock and Class B-1 Common Stock received in the Redemption were sold immediately following the Closing by Holdings to the PIPE Investors at a per share purchase price of $18.25 for gross proceeds of $855.0 million . Following the PIPE Investment, the PIPE Investors owned collectively approximately 15% of the Company Common Stock on a fully diluted and as converted basis. On May 4, 2018, Holdings also caused Amneal to redeem (the "Closing Date Redemption") 6.9 million of Amneal Common Units held by Holdings for a like number of shares of Class A Common Stock, for future distribution to certain direct and indirect members of Holdings who were or are employees of the Company and to whom were previously issued (prior to the Closing) profit participation units ("PPUs") in Amneal. As a result of the PIPE Investment and Closing Date Redemption, the voting and economic interest of approximately 75% held by Holdings immediately upon Closing was reduced by approximately 18% . The overall interest percentage held by non-controlling interest holders upon the consummation of the Combination, PIPE Investment and Closing Date Redemption was approximately 57% . As of September 30, 2018 , the overall interest percentage held by non-controlling interest holders was approximately 57% . O n July 5, 2018, Holdings distributed to its members all Amneal Common Units and shares of Class B Common Stock held by Holdings. As a result, as of September 30, 2018, Holdings did no t hold any equity interest in Amneal or the Company. The members of Holdings to whom Amneal Common Units and shares of Class B Common Stock were distributed are hereinafter referred to as the "Amneal Group." The Company is a holding company, whose principal assets are Amneal Common Units. The accompanying unaudited consolidated financial statements should be read in conjunction with Amneal’s annual financial statements for the year ended December 31, 2017 included in the Company’s Registration Statement on Form S-1, as amended, filed with the Securities and Exchange Commission on May 7, 2018. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles in the U.S. ("U.S. GAAP") have been omitted from the accompanying unaudited consolidated financial statements. In the opinion of the Company, the accompanying unaudited consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its financial position as of September 30, 2018 , and its results of operations and comprehensive income (loss) for the three and nine months ended September 30, 2018 and 2017 , and changes in stockholders'/ members’ deficit and cash flows for the nine months ended September 30, 2018 and 2017 . The consolidated balance sheet at December 31, 2017 was derived from audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Principles of Consolidation Although the Company has a minority economic interest in Amneal, it is Amneal’s sole managing member, having the sole voting power to make all of Amneal’s business decisions and control its management. Therefore, the Company consolidates the financial statements of Amneal and its subsidiaries. The Company’s consolidated financial statements are a continuation of Amneal’s financial statements, with adjustments to equity to reflect the Combination, the PIPE and non-controlling interests for the portion of Amneal’s economic interests that is not held by the Company. Prior to the closing of the Combination and PIPE, the Company did not conduct any activities other than those incidental to the formation of it and Merger Sub and the matters contemplated by the BCA and had no operations and no material assets or liabilities. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company's management to make estimates and assumptions that affect the reported financial position at the date of the financial statements and the reported results of operations during the reporting period. Such estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities in the consolidated financial statements and accompanying notes. The following are some, but not all, of such estimates: the determination of chargebacks, sales returns, rebates, bill backs, allowances for accounts receivable, accrued liabilities, stock-based compensation, valuation of inventory balances, the determination of useful lives for product rights and the assessment of expected cash flows used in evaluating goodwill and other long-lived assets for impairment. Actual results could differ from those estimates. Revenue Recognition On January 1, 2018, the Company adopted Accounting Standards Update ("ASU") 2014-09, "Revenue from Contracts with Customers and associated ASUs (collectively "Topic 606"), which sets forth a new five-step revenue recognition model which replaces the prior revenue recognition guidance in its entirety and is intended to eliminate numerous industry-specific sections of revenue recognition guidance that have historically existed. When assessing its revenue recognition, the Company performs the following five steps in accordance with Topic 606: (i) identify the contract with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies the performance obligation. The Company recognizes revenue when it transfers control of its products to customers, in an amount that reflects the consideration to which the Company expects to be entitled to receive in exchange for those products. For further details on the Company’s revenue recognition policies under Topic 606, refer to Note 4. Revenue Recognition. A rollforward of the major categories of sales-related deductions for the nine months ended September 30, 2018 is as follows (in thousands): Contract Charge-backs and Sales Volume Allowances Cash Discount Allowances Accrued Returns Allowance Accrued Medicaid and Commercial Rebates Balance at January 1, 2018 $ 453,703 $ 20,408 $ 45,175 $ 12,911 Liabilities assumed from acquisitions 221,561 11,781 98,533 49,743 Provision related to sales recorded in the period 2,372,877 81,208 52,444 78,073 Credits issued during the period (2,422,623 ) (83,721 ) (56,454 ) (51,785 ) Balance at September 30, 2018 $ 625,518 $ 29,676 $ 139,698 $ 88,942 Stock-Based Compensation The Company’s stock-based compensation consists of stock options and restricted stock units ("RSUs") awarded to employees and non-employee directors. Stock options are measured at their fair value on the grant date or date of modification, as applicable. RSUs are measured at the stock price on the grant date or date of modification, as applicable. The Company recognizes compensation expense on a straight-line basis over the requisite service and/or performance period, as applicable. Forfeitures of awards are accounted for as a reduction in stock-based compensation expense in the period such awards are forfeited. The Company's policy is to issue new shares upon option exercises and RSU vestings. Foreign Currencies The Company has operations in the U.S., Switzerland, India, the U.K., Ireland, and other international jurisdictions. The results of its non-U.S. dollar based operations are translated to U.S. Dollars at the average exchange rates during the period. Assets and liabilities are translated at the rate of exchange prevailing on the balance sheet date. Investment accounts are translated at historical exchange rates. Translation adjustments are accumulated in a separate component of stockholders’/members’ deficit in the consolidated balance sheet and are included in the determination of comprehensive income. Transaction gains and losses are included in the determination of net income (loss) in the Company consolidated statements of operations as a component of foreign exchange gains and losses. Such foreign currency transaction gains and losses include fluctuations related to long term intercompany loans that are payable in the foreseeable future. Business Combinations Business combinations are accounted for using the acquisition method of accounting. Under the acquisition method, the acquiring entity in a business combination records the assets acquired and liabilities assumed at the date of acquisition at their fair values. Any excess of the purchase price over the fair value of net assets and other identifiable intangible assets acquired is recorded as goodwill. Acquisition-related costs, primarily professional fees, are expensed as incurred. Cash and Cash Equivalents Cash and cash equivalents consist of cash on deposit and highly liquid investments with original maturities of three months or less. A portion of the Company’s cash flows are derived outside the U.S. As a result, the Company is subject to market risk associated with changes in foreign exchange rates. The Company maintains cash balances at both U.S. based and foreign based commercial banks. At various times during the year, cash balances in the U.S. may exceed amounts that are insured by the Federal Deposit Insurance Corporation ("FDIC"). Restricted Cash At September 30, 2018 and December 31, 2017 , respectively, the Company had restricted cash balances of $7.0 million and $3.8 million in its bank accounts primarily related to the purchase of certain land and equipment. Accounts Receivable and Allowance for Doubtful Accounts Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is management’s best estimate of the amount of probable collection losses in the Company’s existing accounts receivable. Management determines the allowance based on historical experience along with the present knowledge of potentially uncollectible accounts. Account balances are charged off against the allowance when management believes it is probable the receivable will not be recovered. The Company does not have any off-balance-sheet credit exposure related to customers. Inventories Inventories consist of finished goods held for sale, raw materials, and work in process. Inventories are stated at net realizable value, with cost determined using the first-in, first-out method. Adjustments for excess and obsolete inventories are established based upon historical experience and management’s assessment of current product demand. These assessments include inventory obsolescence based on its expiration date, damaged or rejected product, and slow-moving products. Property, Plant, and Equipment Property, plant, and equipment are stated at historical cost less accumulated depreciation. Depreciation expense is computed primarily using the straight-line method over the estimated useful lives of the assets, which are as follows: Asset Classification Estimated Useful Life Buildings 30 years Computer equipment 5 years Furniture and fixtures 7 years Leasehold improvements Shorter of asset's useful life or remaining life of lease Machinery and equipment 7 years Vehicles 5 years Upon retirement or disposal, the cost of the asset disposed and the accumulated depreciation are removed from the accounts, and any gain or loss is reflected as part of operating income (loss) in the period of disposal. Expenditures that significantly increase value or extend useful lives of property, plant, and equipment are capitalized, whereas those for normal maintenance and repairs are expensed. The Company capitalizes interest on borrowings during the construction period of major capital projects as part of the related asset and amortizes the capitalized interest into earnings over the related asset’s remaining useful life. In-Process Research and Development The fair value of in-process research and development ("IPR&D") acquired in a business combination is determined based on the present value of each research project’s projected cash flows using an income approach. Revenues are estimated based on relevant market size and growth factors, expected industry trends, individual project life cycles and the life of each research project’s underlying marketability. In determining the fair value of each research project, expected cash flows are adjusted for certain risks of completion, including technical and regulatory risk. The value attributable to IPR&D projects at the time of acquisition is capitalized as an indefinite-lived intangible asset and tested for impairment until the project is completed or abandoned. Upon completion of the project, the indefinite-lived intangible asset is then accounted for as a finite-lived intangible asset and amortized on a straight-line basis over its estimated useful life. If the project is abandoned, the indefinite-lived intangible asset is charged to expense. Intangible assets with indefinite lives, including IPR&D, are tested for impairment if impairment indicators arise and, at a minimum, annually. However, an entity is permitted to first assess qualitative factors to determine if a quantitative impairment test is necessary. Further testing is only required if the entity determines, based on the qualitative assessment, that it is more likely than not that an indefinite-lived intangible asset’s fair value is less than its carrying amount. Otherwise, no further impairment testing is required. The indefinite-lived intangible asset impairment test consists of a one-step analysis that compares the fair value of the intangible asset with its carrying amount. If the carrying amount of an intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. The Company considers many factors in evaluating whether the value of its intangible assets with indefinite lives may not be recoverable, including, but not limited to, expected growth rates, the cost of equity and debt capital, general economic conditions, the Company's outlook and market performance of the Company's industry and recent and forecasted financial performance. Goodwill Goodwill, which represents the excess of purchase price over the fair value of net assets acquired, is carried at cost. Goodwill is not amortized; rather, it is subject to a periodic assessment for impairment by applying a fair value based test. The Company reviews goodwill for possible impairment annually during the fourth quarter, or whenever events or circumstances indicate that the carrying amount may not be recoverable. The impairment model prescribes a two-step method for determining goodwill impairment. However, an entity is permitted to first assess qualitative factors to determine whether the two-step goodwill impairment test is necessary. The qualitative factors considered by the Company may include, but are not limited to, general economic conditions, the Company’s outlook, market performance of the Company’s industry and recent and forecasted financial performance. Further testing is only required if the entity determines, based on the qualitative assessment, that it is more likely than not that a reporting unit’s fair value is less than its carrying amount. Otherwise, no further impairment testing is required. In the first step, the Company determines the fair value of its reporting unit using a discounted cash flow analysis. If the net book value of the reporting unit exceeds its fair value, the Company then performs the second step of the impairment test, which requires allocation of the reporting unit’s fair value to all of its assets and liabilities using the acquisition method prescribed under authoritative guidance for business combinations with any residual fair value being allocated to goodwill. An impairment charge is recognized when the implied fair value of the Company’s reporting unit’s goodwill is less than its carrying amount. Assumptions and estimates used in the evaluation of impairment may affect the carrying value of long-lived assets, which could result in impairment charges in future periods. Such assumptions include projections of future cash flows and the current fair value of the asset. Impairment of Long-Lived Assets (Including Intangible Assets with Finite Lives) The Company reviews its long-lived assets, including intangible assets with finite lives, for recoverability whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company evaluates assets for potential impairment by comparing estimated future undiscounted net cash flows to the carrying amount of the asset. If the carrying amount of the assets exceeds the estimated future undiscounted cash flows, impairment is measured based on the difference between the carrying amount of the assets and fair value which is generally an expected present value cash flow technique. Management’s policy in determining whether an impairment indicator exists comprises measurable operating performance criteria as well as other qualitative measures. Intangible assets, other than indefinite-lived intangible assets, are amortized over the estimated useful life of the asset based on the pattern in which the economic benefits are expected to be consumed or otherwise used up or, if that pattern is not readily determinable, on a straight-line basis. The useful life is the period over which the assets are expected to contribute directly or indirectly to future cash flows. Intangible assets are not written-off in the period of acquisition unless they become impaired during that period. The Company regularly evaluates the remaining useful life of each intangible asset that is being amortized to determine whether events and circumstances warrant a revision to the remaining period of amortization. If the estimate of the intangible asset’s remaining useful life is changed, the remaining carrying amount of the intangible asset is amortized prospectively over that revised remaining useful life. Income Taxes The Company accounts for income taxes in accordance with ASC 740, Accounting for Income Taxes ("ASC 740"), which requires the recognition of tax benefits or expenses on temporary differences between the financial reporting and tax bases of its assets and liabilities by applying the enacted tax rates in effect for the year in which the differences are expected to reverse. Such net tax effects on temporary differences are reflected on the Company’s consolidated balance sheets as deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when the Company believes that it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. ASC 740-10 prescribes a two-step approach for the recognition and measurement of tax benefits associated with the positions taken or expected to be taken in a tax return that affect amounts reported in the financial statements. The Company has reviewed and will continue to review the conclusions reached regarding uncertain tax positions, which may be subject to review and adjustment at a later date based on ongoing analyses of tax laws, regulations and interpretations thereof. To the extent that the Company’s assessment of the conclusions reached regarding uncertain tax positions changes as a result of the evaluation of new information, such change in estimate will be recorded in the period in which such determination is made. The Company reports income tax-related interest and penalties relating to uncertain tax positions, if applicable, as a component of income tax expense. Comprehensive Income (Loss) Comprehensive income (loss) includes net income and all changes in equity for cumulative translation adjustments resulting from the consolidation of foreign subsidiaries’ financial statements. Research and Development Research and development ("R&D") activities are expensed as incurred. Primarily R&D costs consist of direct and allocated expenses incurred with the process of formulation, clinical research, and validation associated with new product development. Upfront and milestone payments made to third parties in connection with R&D collaborations are expensed as incurred up to the point of regulatory approval or when there is no alternative future use. Intellectual Property Legal Development Expenses The Company expenses external intellectual property legal development expenses as incurred. These costs relate to legal challenges of innovator’s patents for invalidity or non-infringement, which are customary in the generic pharmaceutical industry, and are incurred predominately during development of a product and prior to regulatory approval. Associated costs include, but are not limited to, formulation assessments, patent challenge opinions and strategy, and litigation expenses to defend the intellectual property supporting the Company's regulatory filings. Shipping Costs The Company records the costs of shipping product to its customers as a component of selling, general, and administrative expenses as incurred. Shipping costs were $6.1 million and $14.7 million for the three and nine months ended September 30, 2018 , respectively. Shipping costs were $3.2 million and $6.5 million for the three and nine months ended September 30, 2017 , respectively. Reclassifications Certain prior period balances have been reclassified to conform to the current period presentation, including combining depreciation and amortization expense into the respective cost of goods sold, selling, general and administrative and research and development expense presentation on the consolidated statements of operations, as well as combining accounts payable and accrued expenses and combining long-term debt, financing obligations and revolving credit facility in the balance sheet presentation. Recently Adopted Accounting Pronouncements In May 2017, the FASB issued Accounting Standards Update ("ASU") 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting , which provides guidance about which changes to the terms or conditions of a stock-based payment award require an entity to apply modification accounting in Topic 718. The guidance will be effective for annual and interim periods beginning after December 15, 2017, with early adoption permitted. The amendments in this ASU should be applied prospectively to an award modified on or after the adoption date. The Company adopted ASU 2017-09 on January 1, 2018 and it did not have an effect on the Company’s consolidated financial statements. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force) , to clarify how entities should present restricted cash and restricted cash equivalents in the statement of cash flows. The guidance requires entities to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. As a result, entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. The guidance should be applied retrospectively and is effective for the annual period beginning after December 15, 2018. The Company early adopted ASU 2016-18 on January 1, 2018. This guidance was applied retrospectively and, accordingly, prior period amounts have been revised. In October 2016, the FASB issued ASU 2016-16 , Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory , that will require companies to account for the income tax effects of intercompany transfers of assets other than inventory (e.g., intangible assets) when the transfer occurs. The guidance is effective for annual periods beginning after December 15, 2018 and interim periods within annual periods beginning after December 15, 2019. Early adoption is permitted as of the beginning of an annual period (i.e., early adoption is permitted only in the first interim period). The Company early adopted ASU 2016-16 on January 1, 2018 and it did not have an effect on the Company's consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force) , to clarify how entities should classify certain cash receipts and cash payments on the statement of cash flows. The new guidance also clarifies how the predominance principle should be applied when cash receipts and cash payments have aspects of more than one class of cash flows. The guidance will be applied retrospectively and is effective for the Company for the annual period beginning after December 15, 2018. Early adoption is permitted. The Company early adopted ASU 2016-15 on January 1, 2018 and it did not have an effect on the Company’s consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers . Subsequent to the issuance of Topic 606, the FASB clarified the guidance through several Accounting Standard Updates. This guidance represents a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which that company expects to be entitled to receive in exchange for those goods or services. This update sets forth a new five-step revenue recognition model which replaces the prior revenue recognition guidance in its entirety and is intended to eliminate numerous industry-specific pieces of revenue recognition guidance that have historically existed. On January 1, 2018, the Company adopted Accounting Standards Codification ("ASC") 2014-09 and associated ASU's (collectively "Topic 606"), using the modified retrospective method, applied to all contracts not completed as of the date of adoption. This method requires the cumulative effect of the adoption to be recognized as an adjustment to opening retained earnings in the period of adoption. The Company recorded a $5.0 million reduction to accumulated deficit as of January 1, 2018 due to the cumulative impact of adoption Topic 606. There is an acceleration of revenue for certain product sale arrangements which are designed to include profit share payments upon the customer’s sell-through of certain products purchased from the Company. Previously under Topic 605, the Company deferred revenue until its customers sold the product through to their end customers, at which point the Company considered the profit share payments to be earned and collection reasonably assured. Under Topic 606, an estimate of the profit share payments is included in the transaction price as variable consideration and is recognized at the time the Company transfers control of the product to its customer. This change resulted in a cumulative-effect adjustment upon adoption of the ASU as of January 1, 2018 which was not material to the financial statements. In the second quarter of 2018, the Company made a correction to the cumulative impact adjustment as of January 1, 2018 by reducing accumulated deficit by $1.7 million . The Company does not believe that this adjustment is material to its financial statements and it had no impact on any prior periods. Refer to Note 4. Revenue Recognition for additional disclosures required by Topic 606. Recently Issued Accounting Pronouncements In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 82): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement, which modifies the disclosure requirements on fair value measurement. The guidance is effective for annual periods beginning after December 15, 2019 and interim periods within those annual periods, and early adoption is permitted. The Company is currently evaluating the impact that the standard will have on its consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment that eliminates the requirement to calculate the implied fair value of goodwill (i.e., Step 2 of today’s goodwill impairment test) to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value (i.e., measure the charge based on today’s Step 1). The standard will be applied prospectively and is effective for the Company’s annual and interim impairment tests performed in periods beginning after December 15, 2019. Early adoption is permitted for annual and interim goodwill impairment testing dates after January 1, 2017. The Company is evaluating the impact of this new guidance on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , guidance that changes the impairment model for most financial assets including trade receivables and certain other instruments that are not measured at fair value through net income. The standard will replace today’s "incurred loss" approach with an "expected loss" model for instruments measured at amortized cost and require entities to record allowances for available-for-sale debt securities rather than reduce the carrying amount, as they do today under the other-than-temporary impairment model. It also simplifies the accounting model for purchased credit-impaired debt securities and loans. Entities will apply the standard’s provisions as a cumulative effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The guidance is effective for the Company for the annual period beginning after December 15, 2019. The Company is evaluating the impact of this new guidance on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) to improve financial reporting of leasing transactions. Topic 842 requires lessees to recognize most leases on their balance sheet, makes selected changes to lessor accounting and requires disclose of additional key information about leases. In July 2018, the FASB issued clarifying guidance to the topic in ASU No. 2018-11 and No. 2018-10, “Leases (Topic 842),” which defined several practical expedients for adoption and clarified new accounting methodologies. The standard is effective for annual and interim reporting periods beginning after December 15, 2018. The Company will adopt Topic 842 on a modified retrospective basis, applying the transition requirements as of January 1, 2019. As part of the Company's impact assessment, it has performed an initial scoping exercise and preliminarily determined its lease population. A framework for the lease identification process has been developed and the Company is currently evaluating the lease population to determine its transition adjustment. Additionally, the Company is in the process of assessing any potential impacts on its internal controls and processes related to both the implementation and ongoing compliance of the new guidance. The Company is assessing the impact of the practical expedients, but anticipates electing to apply them. The Company plans to adopt the new guidance using a modified retrospective approach and upon adoption, there will be an increase to the Company's long-term assets and liabilities as a result of its minimum lease obligations. In January 2016, the FASB issued ASU 2016-01, Financial Instruments—Overall (Subtopic 825-10), Recognition and Measurement of Financial Assets and Financial Liabilities , which addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The guidance is effective for annual periods and interim periods within those annual periods beginning after December 15, 2018, and early adoption is not permitted. The Company is currently evaluating the impact that the standard will have on its consolidated financial statements. |
Acquisitions and Divestitures
Acquisitions and Divestitures | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Acquisitions and Divestitures | Acquisitions and Divestitures Acquisitions Impax Acquisition On May 4, 2018, the Company completed the Combination, as described in Note 1. Nature of Operations and Basis of Presentation. For the nine months ended September 30, 2018 , transaction costs associated with the Impax acquisition of $23.3 million were recorded in acquisition, transaction-related and integration expenses ( no ne for the three months ended September 30, 2018). The Impax acquisition was accounted for under the acquisition method of accounting, with Amneal as the accounting acquirer of Impax. Amneal was identified as the accounting acquirer because: (i) Amneal exchanged Amneal Common Units with the Company for the Company’s interest in Impax, (ii) Holdings held a majority interest in the Company with an effective voting interest of approximately 75% on a fully diluted and as converted basis through their ownership of Class B Common Stock, and (iii) a majority of the directors on the Company's current board of directors were designated by Holdings. As such, the cost to acquire Impax was allocated to the respective assets acquired and liabilities assumed based on their estimated fair values as of the closing date of the Combination. The measurement of the consideration transferred by Amneal for its interest in Impax is based on the fair value of the equity interest that Amneal would have had to issue to give the Impax shareholders the same percentage equity interest in the Company, which is equal to approximately 25% of Amneal, on May 4, 2018. However, the fair value of Impax's common stock was used to calculate the consideration for the Combination because Impax's common stock had a quoted market price and the Combination involved only the exchange of equity. The purchase price, net of cash acquired, is calculated as follows (in thousands, except share amount and price per share): Fully diluted Impax share number (1) 73,288,792 Closing quoted market price of an Impax common share on May 4, 2018 $ 18.30 Equity consideration - subtotal $ 1,341,185 Add: Fair value of Impax stock options as of May 4, 2018 (2) 22,610 Total equity consideration 1,363,795 Add: Extinguishment of certain Impax obligations, including accrued and unpaid interest 320,290 Less: Cash acquired (37,907 ) Purchase price, net of cash acquired $ 1,646,178 (1) Represents shares of Impax Common Stock issued and outstanding immediately prior to the Combination (2) Represents the fair value of 3.0 million fully vested Impax stock options valued using the Black-Scholes options pricing model. The following is a summary of the preliminary purchase price allocation for the Impax acquisition (in thousands): Preliminary Fair Values Trade accounts receivable, net $ 206,749 Inventories 186,498 Prepaid expenses and other current assets 91,430 Property, plant and equipment 87,472 Goodwill 384,905 Intangible assets 1,584,488 Other 56,652 Total assets acquired 2,598,194 Accounts payable 47,912 Accrued expenses and other current liabilities 270,911 Long-term debt 599,400 Other long-term liabilities 33,793 Total liabilities assumed 952,016 Net assets acquired $ 1,646,178 Intangible Assets The acquired intangible assets are being amortized over their estimated useful lives as follows (in thousands): Preliminary Fair Values Weighted-Average Useful Life (Years) Marketed product rights $ 1,045,617 12.9 In addition to the amortizable intangible assets noted above, $538.9 million was allocated to IPR&D, which is currently not subject to amortization. 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. The assumptions, including the expected projected cash flows, utilized in the preliminary purchase price allocation and in determining the purchase price were based on management's best estimates as of the closing date of the Combination on May 4, 2018. 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 / 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. 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 Of the total goodwill acquired in connection with the Impax acquisition, approximately $360 million has been allocated to the Company’s Specialty Pharma segment and approximately $25 million has been allocated to the Generic Segment. Goodwill is calculated as the excess of the consideration transferred over the net assets recognized and represents the expected revenue and cost synergies of the combined company. Factors that contributed to the Company’s recognition of goodwill include the Company’s intent to expand its generic and specialty product portfolios and to acquire certain benefits from the Impax product pipelines, in addition to the anticipated synergies that the Company expects to generate from the acquisition. Gemini Laboratories, LLC Acquisition On May 7, 2018, the Company acquired 98.0% of the outstanding equity interests in Gemini Laboratories, LLC ("Gemini") for total consideration of $119.5 million , net of $3.9 million cash acquired. At closing, the acquisition was funded by a $42.9 million up-front cash payment (including $2.9 million related to a preliminary working capital adjustment) from cash on hand and a $77.2 million unsecured promissory note. The note payable bears interest at 3% annually. The note payable and related accrued interest was paid on November 7, 2018, its maturity date. Additionally, the Company made a payment of $3.3 million in July 2018 related to the final working capital adjustment. In connection with the acquisition of Gemini, the Company recorded an amount representing the non-controlling interest of Gemini of $2.5 million . Gemini is a pharmaceutical company with a portfolio that includes licensed and owned, niche and mature branded products, and a pipeline of 505(b)(2) products for niche therapeutic areas. Gemini was a related party of the Company; refer to Note 21. Related Party Transactions for further details. For the nine months ended September 30, 2018 , transaction costs associated with the Gemini acquisition of $0.4 million were recorded in acquisition, transaction-related and integration expenses ( no ne for the three months ended September 30, 2018). The Gemini acquisition was accounted for under the acquisition method of accounting. The following is a summary of the preliminary purchase price allocation for the Gemini acquisition (in thousands): Preliminary Fair Values Trade accounts receivable, net $ 8,158 Inventories 1,851 Prepaid expenses and other current assets 3,795 Property, plant and equipment, net 11 Goodwill 1,500 Intangible assets 142,740 Other 324 Total assets acquired 158,379 Accounts payable 1,764 Accrued expenses and other current liabilities 14,644 License liability 20,000 Total liabilities assumed 36,408 Net assets acquired $ 121,971 The acquired intangible assets are being amortized over their estimated useful lives as follows (in thousands): Preliminary Fair Values Weighted-Average Useful Life Product rights for licensed / developed technology $ 110,350 10 years Product rights for developed technologies 5,500 9 years Product rights for out-licensed generics royalty agreement 390 2 years $ 116,240 In addition to the amortizable intangibles noted above, $26.5 million was allocated to IPR&D, which is currently not subject to amortization. The goodwill recognized of $1.5 million is allocated to the Company's Specialty Pharma segment. T he Company makes an initial allocation of the purchase price at the date of acquisition based upon its understanding of the fair value of the acquired assets and assumed liabilities. The Company obtains this information during due diligence and through other sources. In the months after closing, as the Company obtains additional information about these assets and liabilities and learns more about the newly acquired business, it is able to refine the estimates of fair value and more accurately allocate the purchase price. Only items identified as of the acquisition date are considered for subsequent adjustment. The Company is continuing to evaluate certain pre-acquisition contingencies associated with its 2018 acquisitions. The Company will make appropriate adjustments to the purchase price allocation prior to completion of the measurement period, as required. The Company's consolidated statements of operations for the three and nine months ended September 30, 2018 include the results of operations of Impax and Gemini subsequent to May 4, 2018 and May 7, 2018, respectively. For the three months ended September 30, 2018, Impax contributed net revenue of $177.5 million and estimated losses of $8.8 million and Gemini contributed net revenue of $13.4 million and estimated income of $3.0 million . For the periods from their respective acquisition dates to September 30, 2018, Impax contributed net revenue of $295.8 million and estimated losses of $64.7 million and Gemini contributed net revenue of $18.4 million and estimated income of $4.0 million . The unaudited pro forma combined results of operations for the three and nine months ended September 30, 2018 and 2017 (assuming the closing of the Combination occurred on January 1, 2017) are as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Net revenue $ 476,487 $ 461,125 $ 1,341,555 $ 1,333,162 Net income (loss) $ 17,465 $ (29,975 ) $ (143,585 ) $ (370,286 ) Net income (loss) attributable to Amneal Pharmaceuticals, Inc. $ 6,952 $ (3,374 ) $ (21,502 ) $ (145,065 ) 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 Combination taken place on January 1, 2017. 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 non-recurring adjustments (all of which were adjusted for the applicable tax impact): • Adjustments to costs of goods sold related to the inventory acquired; and • Adjustments to selling, general and administrative expense related to transaction costs directly attributable to the transactions. Divestitures Australia Divestiture On August 31, 2017, Amneal sold 100% of the equity of its Australian business, Amneal Pharma Pty Ltd, to Arrow Pharmaceuticals Pty Ltd (“Arrow”) for cash consideration of $9.9 million which was received in October 2017. The consideration received was subject to certain working capital adjustments. The carrying value of the net assets sold was $31.7 million , including intangible assets of $13.9 million and goodwill of $1.9 million . As a result of the sale, Amneal recognized a loss of $23.7 million , inclusive of divestiture costs of $1.5 million and a release of foreign currency translation adjustment loss of $0.4 million , within the loss on sale of certain international businesses for the three and nine months ended September 30, 2017. As part of the disposition, Amneal agreed to indemnify Arrow for certain claims for up to 18 months from the closing date of the disposition. Additionally, Amneal will allow Arrow to use the Amneal trademark in Australia to enable Arrow to transfer the labeling and marketing authorizations from the Amneal name to the Arrow name for a period of three years. Amneal will supply Arrow with Linezolid for a period of three years and will further develop four other products for sale in Australia during the three years period. All terms of the sale were settled in 2018. Spain/Nordics Divestitures On September 30, 2017, Amneal sold 100% of the equity and certain marketing authorizations, including associated dossiers, of its Amneal Nordic ApS and Amneal Pharma Spain S.L. subsidiaries to Aristo Pharma GmbH (“Aristo”) for cash consideration of $8.4 million . Amneal received $6.5 million in October 2017 and the remainder was to be paid within 60 days of closing of the disposition based on the actual closing date net working capital of the entities sold. The carrying value of the net assets sold was $13.1 million , including intangible assets of $0.9 million and goodwill of $1.7 million . As a result of the sale, Amneal recognized a loss of $5.2 million , inclusive of a release of foreign currency translation adjustment loss of $0.5 million , within the loss on sale of certain international businesses for the three and nine months ended September 30, 2017. Aristo was also required to make an additional payment within 12 months of the closing date of the disposition based on the actual inventory, transferred as part of the transaction, that the buyer sold over this period. Aristo has disputed the amounts owed for the working capital adjustment and the additional payment related to inventory. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2018 | |
Revenue from Contract with Customer [Abstract] | |
Revenue Recognition | Revenue Recognition Performance Obligations The Company’s performance obligation is the supply of finished pharmaceutical products to its customers. The Company’s customers consist primarily of major wholesalers, retail pharmacies, managed care organizations, purchasing co-ops, hospitals, government agencies and pharmaceutical companies. The Company’s customer contracts generally consist of both a master agreement, which is signed by the Company and its customer, and a customer submitted purchase order, which is governed by the terms and conditions of the master agreement. Customers purchase product by direct channel sales from the Company or by indirect channel sales through various distribution channels. Revenue is recognized when the Company transfers control of its products to the customer, which typically occurs at a point-in-time, upon delivery. Substantially all of the Company’s net revenues relate to products which are transferred to the customer at a point-in-time. The Company offers standard payment terms to its customers and has elected the practical expedient to not adjust the promised amount of consideration for the effects of a significant financing, since the period between when the Company transfers the product to the customer and when the customer pays for that product is one year or less. Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenues. The consideration amounts due from customers as a result of product sales are subject to variable consideration, as described further below. The Company offers standard product warranties which provide assurance that the product will function as expected and in accordance with specifications. Customers cannot purchase warranties separately and these warranties do not give rise to a separate performance obligation. The Company permits the return of product under certain circumstances, mainly upon product expiration, instances of shipping errors or where product is damaged in transit. The Company accrues for the customer’s right to return as part of its variable consideration. See below for further details. Variable Consideration The Company includes an estimate of variable consideration in its transaction price at the time of sale, when control of the product transfers to the customer. Variable consideration includes but is not limited to: chargebacks, rebates, group purchasing organization ("GPO") fees, prompt payment (cash) discounts, consideration payable to the customer, billbacks, Medicaid and other government pricing programs, price protection and shelf stock adjustments, sales returns, and profit shares. The Company estimates its variable consideration using the expected value method, which is the sum of probability-weighted amounts in a range of possible consideration amounts, and represents the method that best predicts the amount of consideration to which the Company will be entitled to for transferring its products to its customers. The Company assesses whether or not an estimate of its variable consideration is constrained and has determined that the constraint does not apply, since it is probable that a significant reversal in the amount of cumulative revenue will not occur in the future when the uncertainty associated with the variable consideration is subsequently resolved. The Company’s estimates for variable consideration are adjusted as required at each reporting period for specific known developments that may result in a change in the amount of total consideration it expects to receive. Chargebacks In the case an indirect customer purchases product from their preferred wholesaler instead of directly from the Company, and the contract price charged to the indirect customer is lower than the wholesaler pricing, the Company pays the direct customer (wholesaler) a chargeback for the price differential. The Company estimates its chargeback accrual based on its estimates of the level of inventory of its products in the distribution channel that remain subject to chargebacks and historical chargeback rates. The estimate of the level of products in the distribution channel is based primarily on data provided by key customers. Rebates The Company pays fixed or volume-based rebates to its customers based on a fixed amount, fixed percentage of product sales or based on the achievement of a specified level of purchases. The Company’s rebate accruals are based on actual net sales, contractual rebate rates negotiated with customers, and expected purchase volumes / corresponding tiers based on actual sales to date and forecasted amounts. Group Purchasing Organization Fees The Company pays fees to GPOs for administrative services that the GPOs perform in connection with the purchases of product by the GPO participants who are the Company’s customers. The Company’s GPO fee accruals are based on actual net sales, contractual fee rates negotiated with GPOs and the mix of the products in the distribution channel that remain subject to GPO fees. Prompt payment (cash) discounts The Company provides customers with prompt payment discounts which may result in adjustments to the price that is invoiced for the product transferred, in the case that payments are made within a defined period. The Company’s prompt payment discount accruals are based on actual net sales and contractual discount rates. Consideration payable to the customer The Company pays administrative and service fees to its customers based on a fixed percentage of the product price. These fees are not in exchange for a distinct good or service and therefore are recognized as a reduction of the transaction price. The Company accrues for these fees based on actual net sales, contractual fee rates negotiated with the customer and the mix of the products in the distribution channel that remain subject to fees. Billbacks In the case an indirect customer purchases product from their preferred wholesaler instead of directly from the Company, and the contract price charged to the indirect customer is higher than contractual pricing, the Company pays the indirect customer a billback for the price differential. The Company estimates its billback accrual based on its estimates of the level of inventory of its products in the distribution channel that remain subject to billbacks and historical billback rates. The estimate of the level of products in the distribution channel is based primarily on data provided by key customers. Medicaid and other government pricing programs The Company complies with required rebates mandated by law under Medicaid and other government pricing programs. The Company estimates its government pricing accruals based on monthly sales, historical experience of claims submitted by the various states and jurisdictions, historical rates and estimated lag time of the rebate invoices. Price protection and shelf stock adjustments The Company provides customers with price protection and shelf stock adjustments which may result in an adjustment to the price charged for the product transferred, based on differences between old and new prices which may be applied to the customer’s on-hand inventory at the time of the price change. The Company accrues for these adjustments when its expected value of an adjustment is greater than zero, based on contractual pricing, actual net sales, accrual rates based on historical average rates, and estimates of the level of inventory of its products in the distribution channel that remain subject to these adjustments. The estimate of the level of products in the distribution channel is based primarily on data provided by key customers. Sales returns The Company permits the return of product under certain circumstances, mainly upon product expiration, instances of shipping errors or where product is damaged in transit, and occurrences of product recalls. The Company’s product returns accrual is primarily based on estimates of future product returns based generally on actual net sales, estimates of the level of inventory of its products in the distribution channel that remain subject to returns, estimated lag time of returns and historical return rates. The estimate of the level of products in the distribution channel is based primarily on data provided by key customers. Profit Shares For certain product sale arrangements, the Company earns a profit share upon the customer’s sell-through of the product purchased from the Company. The Company estimates its profit shares based on actual net sales, estimates of the level of inventory of its products in the distribution channel that remain subject to profit shares, and historical rates of profit shares earned. The estimate of the level of products in the distribution channel is based primarily on data provided by key customers. Concentration of Revenue The Company's three largest customers account for approximately 83% of total gross sales of products for the three months ended September 30, 2018 and 82% for the nine months ended September 30, 2018 . The Company's three largest customers account for approximately 79% of total gross sales of products for the three months ended September 30, 2017 and 79% of total gross sales of products for the nine months ended September 30, 2017 . |
Alliance and Collaboration
Alliance and Collaboration | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Alliance and Collaboration | Alliance and Collaboration The Company has entered into several alliance, collaboration, license, distribution and similar agreements with respect to certain of its products and services with third-party pharmaceutical companies. The consolidated statements of operations include 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 and revenue recognized under development agreements which generally obligate the Company to provide research and development services over multiple periods. The Company's significant arrangements are discussed below. Levothyroxine License and Supply Agreement On August 16, 2018, the Company entered into a license and supply agreement with Jerome Stevens Pharmaceuticals, Inc. ("JSP") for levothyroxine sodium tablets ("Levothyroxine"). The Company will be JSP's exclusive commercial partner in the U.S. market for a 10 -year term commencing on March 22, 2019. The Company will be required to make a payment of $50.0 million to JSP upon the Company's first sale of Levothyroxine. The Company will be required to make an additional $20.0 million payment to JSP if the Food and Drug Administration ("FDA") has not given final approval to a third-party competitor's abbreviated new drug application for generic levothyroxine sodium tablets with an AB1, AB2, AB3 or AB4 designation by the first anniversary date of the Company's first sale of Levothyroxine. In addition, the agreement provides for the Company to pay a profit share to JSP based on net profits of the Company's sales of Levothyroxine, after considering product costs. For the three and nine months ended September 30, 2018 , the Company has made no payments under this agreement. Biosimilar Licensing and Supply Agreement On May 7, 2018, the Company entered into a licensing and supply agreement, with Mabxience S.L., for its biosimilar candidate for Avastin® (bevacizumab). The Company will be the exclusive partner in the U.S. market. The Company will pay up-front, development and regulatory milestone payments as well as commercial milestone payments on reaching pre-agreed sales targets in the market to Mabxience, up to $71.8 million . For the nine months ended September 30, 2018 , the Company expensed a milestone payment of $0.5 million in research and development expense. There were no milestone payments expensed for the three months ended September 30, 2018 . License and Commercialization Agreement On October 1, 2017, Amneal and Adello Biologics, LLC ("Adello"), a related party, entered into a license and commercialization agreement. Adello granted Amneal an exclusive license, under its New Drug Application, to distribute and sell two bio-similar products in the U.S. Adello is responsible for development, regulatory filings, obtaining FDA approval, and manufacturing, and Amneal is responsible for marketing, selling and pricing activities. The term of the agreement is 10 -years from the respective product’s launch date. In connection with the agreement, Amneal paid an upfront amount of $1.5 million in October 2017 for execution of the agreement which was expensed in research and development expenses. The agreement also provides for potential future milestone payments to Adello of (i) up to $21.0 million relating to regulatory approval, (ii) up to $43.0 million for successful delivery of commercial launch inventory, (iii) between $20.0 million and $50.0 million relating to number of competitors at launch for one product, and (iv) between $15 million and $67.5 million for the achievement of cumulative net sales for both products. The milestones are subject to certain performance conditions which may or may not be achieved, including FDA filing, FDA approval, launch activities and commercial sales volume objectives. In addition, the agreement provides for Amneal to pay a profit share equal to 50% of net profits, after considering manufacturing and marketing costs. The research and development expenses for payments made to Adello during the three and nine months ended September 30, 2018 and 2017 were immaterial. Distribution, License, Development and Supply Agreement with AstraZeneca UK Limited In January 2012, Impax entered into an agreement with AstraZeneca UK Limited ("AstraZeneca") to distribute branded products under the terms of a distribution, license, development and supply Agreement (the "AZ Agreement"). The parties subsequently entered into a First Amendment to the AZ Agreement dated May 31, 2016 (as amended, the "AZ Amendment"). Under the terms of the AZ Agreement, AstraZeneca granted to Impax 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 Impax’s behalf and AstraZeneca paid to Impax the gross profit on such Zomig® products. Pursuant to the AZ Amendment, under certain conditions, and depending on the nature and terms of the study agreed to with the FDA, Impax agreed to conduct, at its own expense, the juvenile toxicity study and pediatric study required by the FDA under the Pediatric Research Equity Act ("PREA") for approval of the nasal formulation of Zomig ® for the acute treatment of migraine in pediatric patients ages six through eleven years old, as further described in the study protocol mutually agreed to by the parties (the "PREA Study"). In consideration for Impax conducting the PREA Study at its own expense, the AZ Amendment provides for the total royalty payments payable by Impax to AstraZeneca on net sales of Zomig ® products under the AZ Agreement to be reduced by an aggregate amount of $30.0 million to be received in quarterly amounts specified in the Amendment beginning from the quarter ended June 30, 2016 and through the quarter ended December 31, 2020 . In the event the royalty reduction amounts exceed the royalty payments payable by Impax to AstraZeneca pursuant to the AZ Agreement in any given quarter, AstraZeneca will be required to pay Impax an amount equal to the difference between the royalty reduction amount and the royalty payment payable by Impax to AstraZeneca. Impax’s commitment to perform the PREA Study may be terminated, without penalty, under certain circumstances as set forth in the AZ Amendment. The Company recognizes the amounts received from AstraZeneca for the PREA Study as a reduction to research and development expense. In May 2013, Impax’s exclusivity period for branded Zomig® tablets and orally disintegrating tablets expired and Impax launched authorized generic versions of those products in the United States. As discussed above, pursuant to the AZ Amendment, the total royalty payments payable by Impax to AstraZeneca on net sales of Zomig ® products under the AZ Agreement is reduced by certain specified amounts beginning from the quarter ended June 30, 2016 and through the quarter ended December 31, 2020 , with such reduced royalty amounts totaling an aggregate amount of $30.0 million . The Company recorded cost of sales for royalties under this agreement of $5.1 million and $8.1 million for the three and nine months ended September 30, 2018 , respectively. |
Restructuring and Other Charges
Restructuring and Other Charges | 9 Months Ended |
Sep. 30, 2018 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Other Charges | Restructuring and Other Charges Restructuring Charges During the second quarter of 2018, in connection with the Combination, the Company committed to a restructuring plan to achieve cost savings. The Company expects to integrate its operations and reduce its combined cost structure through workforce reductions that eliminate duplicative positions and the consolidation of certain administrative, manufacturing and research and development facilities. In connection with this plan, the Company announced on May 10, 2018 that it will close its Hayward, California based operations (the "Plan"). Employee separation charges include the cost of benefits provided pursuant to the Company’s severance programs for employees at the Company's Hayward facility and other facilities. The Company recorded a $2.2 million net benefit, primarily related to changes in estimates for certain employee-related separation liabilities, for the three months ended September 30, 2018. The Company recorded employee separation charges of $42.3 million for the nine months ended September 30, 2018 . There were no restructuring charges in 2017 . The charges related to restructuring impacted segment earnings as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Generic (2,885 ) $ — 21,912 $ — Specialty (27 ) — 2,394 — Corporate 756 — 18,003 — Total restructuring charges $ (2,156 ) $ — $ 42,309 $ — The following table shows the change in the employee separation-related liability associated with the Company's restructuring programs (in thousands): Employee Separation Balance at December 31, 2017 $ — Liabilities assumed in Impax acquisition 2,199 Charges to income 45,405 Change in estimated liability (3,096 ) Payments (18,079 ) Balance at September 30, 2018 $ 26,429 As of September 30, 2018 , the Company currently estimates that it will incur additional aggregate cash expenditures of approximately $35.0 million to $45.0 million related to severance and other employee costs in connection with the Plan over the next 15 months. Since the Company is in the early stages of implementing the Plan, the amount and timing of any cash expenditures related to dismantling and asset removal and other site exit costs cannot be estimated at this time. As the Plan is implemented, the Company's management will reevaluate the estimated expenses and charges set forth above and may revise its estimates, as appropriate. |
Acquisition, Transaction-Relate
Acquisition, Transaction-Related and Integration Expenses | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Acquisition, Transaction-Related and Integration Expenses | Acquisition, Transaction-Related and Integration Expenses The following table sets forth the components of the Company’s acquisition, transaction-related and integration expenses for the three and nine months ended September 30, 2018 and 2017 . Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Acquisition, transaction-related and integration expenses 1 $ 2,231 $ 2,271 $ 30,374 $ 2,353 Profit Participation Units 2 — — 158,757 — Transaction-related bonus 3 — — 27,742 — Total $ 2,231 $ 2,271 $ 216,873 $ 2,353 1 Acquisition, transaction-related and integration expenses include professional service fees (e.g. legal, investment banking and accounting), information technology systems conversions, and contract termination/renegotiation costs. 2 Profit Participation Units expense relates to the accelerated vesting of certain of Amneal's profit participation units that occurred prior to the Closing of the Combination for current and former employees of Amneal for service prior to the Combination (see additional information in the paragraph below and Note 19. Stockholders' Equity/ Members' Deficit). 3 Transaction-related bonus is a cash bonus that was funded by Holdings for employees of Amneal for service prior to the closing of the Combination (see additional information in Note 19. Stockholders' Equity/ Members' Deficit). Accelerated Vesting of Profit Participation Units Amneal’s historical capital structure included several classifications of membership and profit participation units. During the second quarter of 2018 , the Board of Managers of Amneal Pharmaceuticals LLC approved a discretionary modification to certain profit participation units concurrent with the Combination that immediately caused the vesting of all profit participation units that were previously issued to certain current or former employees for service prior to the Combination. The modification entitled the holders to 6,886,140 shares of Class A Common Stock with a fair value of $126.0 million on the date of the Combination and $32.8 million of cash. The cash and shares were distributed by Holdings with no additional shares issued by the Company. As a result of this transaction, the Company recorded a charge in acquisition, transaction-related and integration expenses and a corresponding capital contribution of $158.8 million for the nine months ended September 30, 2018 . |
Income taxes
Income taxes | 9 Months Ended |
Sep. 30, 2018 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Income taxes As a result of the Combination (refer to Note 1 . Nature of Operations and Basis of Presentation), the Company became the sole managing member of Amneal, with Amneal being the predecessor for accounting purposes. The operations of Amneal are conducted through a limited liability company that is treated as a partnership for U.S. federal and for most applicable state and local income tax purposes. As a partnership, Amneal is not subject to U.S. federal and certain state and local income taxes. Any taxable income or loss generated by Amneal is passed through to and included in the taxable income or loss of its members, including the Company, on a pro rata basis subject to applicable tax regulations. The Company is subject to U.S. federal income taxes, in addition to state and local income taxes, with respect to its allocable share of any taxable income or loss of Amneal, as well as any stand-alone income or loss generated by the Company. Additionally, Amneal provides for income taxes in the various foreign jurisdictions in which it operates. In connection with the Combination, the Company recorded a deferred tax asset for its outside basis difference in its investment in Amneal which was $305.4 million at May 4, 2018. Also, in connection with the Combination, the Company recorded a deferred tax asset of $52.0 million related to the net operating loss of Impax from January 1, 2018 through May 4, 2018 as well as certain federal and state credits of Impax that were attributable to the Company. The Company records a valuation allowance against its deferred tax assets to reduce the net carrying value to an amount that it believes is more likely than not to be realized. As of September 30, 2018 , the Company concluded, based on the weight of all available positive and negative evidence, those deferred tax assets recorded as part of the Combination are more likely than not to be realized. As such, no valuation allowance was recognized. The Company maintains a valuation allowance against Amneal's foreign jurisdiction tax attributes. In connection with the Combination, the Company entered into a tax receivable agreement ("TRA") for which it is generally required to pay to the other holders of Amneal Common Units 85% of the applicable tax savings, if any, in U.S. federal and state income tax that the Company deemed to realize as a result of certain tax attributes of their Amneal Units sold to the Company (or exchanged in a taxable sale) and that are created as a result of (i) the sales of their Amneal Units for shares of Class A common stock and (ii) tax benefits attributable to payments made under the tax receivable agreement (including imputed interest). In connection with the exchanges which occurred as part of the PIPE Investment and the Closing Date Redemption (Note 1. Nature of Operations and Basis of Presentation), the Company recorded a TRA liability of $195.8 million . Such amounts will be paid when such deferred tax assets are realized as a reduction to income taxes due or payable. The Company’s provision for (benefit from) income taxes and effective tax rates were $5.1 million and 22.6% and $(0.7) million and 2.8% for the three months ended September 30, 2018 and 2017 , respectively. For the nine months ended September 30, 2018 and 2017 , the Company’s (benefit from) provision for income taxes and effective tax rates were $(6.9) million and 3.7% and $2.1 million and 1.9% , respectively. The primary change in the (benefit from) provision is due to only certain limited liability company entity-level taxes and foreign taxes being recorded for Amneal prior to the Combination. Subsequent to May 4, 2018, federal income taxes were also provided related to the Company’s allocable share of income (losses) from Amneal at the prevailing U.S. federal, state, and local corporate income tax rates. On December 22, 2017, the Tax Cuts and Jobs Act was enacted in the United States, which significantly reforms U.S. tax legislation. In December 2017, the SEC staff issued Staff Accounting Bulletin ("SAB") 118, which provides a measurement period that should not extend beyond one year from the enactment date for companies to complete the accounting for the effects of the Tax Cuts and Jobs Act. The Company will continue to evaluate the legislative changes during the measurement period allowed under SAB 118. Given the complexity of the global intangible low-taxed income ("GILTI") provisions, the Company is still evaluating the effects of the GILTI provisions and has not yet determined its accounting policy. The Company's accounting policy election with respect to the new GILTI Tax rules will depend, in part, on analyzing global income to determine whether a reasonable estimate can be made. While the Company currently does not believe GILTI will have a material impact on its 2018 income tax provision, the Company has not completed its analysis and has not determined which method to elect. Adjustments related to the amount of GILTI tax recorded in the Company's consolidated financial statements may be required based on the outcome of this election. |
Earnings per Share
Earnings per Share | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Earnings per Share | Earnings per Share Basic earnings per share of Class A Common Stock and Class B-1 Common Stock is computed by dividing net income (loss) attributable to Amneal Pharmaceuticals, Inc. by the weighted-average number of shares of Class A Common Stock and Class B-1 Common Stock outstanding during the period. Diluted earnings per share of Class A Common Stock and Class B-1 Common Stock is computed by dividing net income (loss) attributable to Amneal Pharmaceuticals, Inc. by the weighted-average number of shares of Class A Common Stock and Class B-1 Common Stock outstanding, adjusted to give effect to potentially dilutive securities. The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per share of Class A Common Stock and Class B-1 Common Stock (in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Numerator: Net income (loss) attributable to Amneal Pharmaceuticals, Inc. $ 6,952 $ — $ (12,152 ) $ — Denominator: Weighted-average shares of Class A Common Stock and Class B-1 Common Stock outstanding-basic 127,247 127,196 Effect of dilutive securities: Stock options 661 — Restricted stock units 314 — Weighted-average shares of Class A Common Stock and Class B-1 Common Stock outstanding-diluted 128,222 127,196 Net income (loss) per share attributable to Amneal Pharmaceuticals, Inc.'s common stockholders: Class A and Class B-1 basic $0.05 $(0.10) Class A and Class B-1 diluted $0.05 $(0.10) The allocation of net loss to the holders of shares of Class A Common Stock and Class B-1 Common Stock began following the closing of the Combination on May 4, 2018. Shares of the Company's Class B Common Stock do not share in the earnings or losses of the Company and, therefore, are not participating securities. As such, separate presentation of basic and diluted earnings per share of Class B Common Stock under the two-class method has not been presented. The following table presents potentially dilutive securities excluded from the computations of diluted earnings per share of Class A Common Stock and Class B-1 Common Stock (in thousands). Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Stock options 965 (1) — 5,862 (2) — Restricted stock units — — 1,324 (2) — Shares of Class B Common Stock 171,261 (3) — 171,261 (3) — (1) Excluded from the computation of diluted earnings per share of Class A Common Stock and Class B-1 Common Stock because the exercise price of the stock options exceeded the average market price of the Class A Common Stock during the period (out-of-the-money). (2) Excluded from the computation of diluted earnings per share of Class A Common Stock and Class B-1 Common Stock because the effect of their inclusion would have been anti-dilutive since there was a net loss attributable to the Company for the nine months ended September 30, 2018. (3) Shares of Class B Common Stock are considered potentially dilutive shares of Class A Common Stock and Class B-1 Common Stock. Shares of Class B Common Stock have been excluded from the computations of diluted earnings per share of Class A Common Stock and Class B-1 Common Stock because the effect of their inclusion would have been anti-dilutive under the if-converted method. |
Trade Accounts Receivable, Net
Trade Accounts Receivable, Net | 9 Months Ended |
Sep. 30, 2018 | |
Receivables [Abstract] | |
Trade Accounts Receivable, Net | Trade Accounts Receivable, Net Trade accounts receivable, net is comprised of the following (in thousands): September 30, 2018 December 31, 2017 Gross accounts receivable $ 1,298,867 $ 827,302 Allowance for doubtful accounts (2,644 ) (1,824 ) Contract charge-backs and sales volume allowances (625,518 ) (453,703 ) Cash discount allowances (29,676 ) (20,408 ) Subtotal (657,838 ) (475,935 ) Trade accounts receivable, net $ 641,029 $ 351,367 Receivables from customers representing 10% or more of the Company’s gross trade accounts receivable reflected three customers at September 30, 2018 , equal to 33% , 27% , and 26% , respectively. Receivables from customers representing 10% or more of the Company’s gross trade accounts receivable reflected three customers at December 31, 2017 , equal to 36% , 27% , and 19% , respectively. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2018 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories, net of reserves, are comprised of the following (in thousands): September 30, 2018 December 31, 2017 Raw materials $ 205,144 $ 140,051 Work in process 51,068 38,146 Finished goods 234,556 105,841 Inventories $ 490,768 $ 284,038 |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Prepaid Expenses and Other Current Assets | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets are comprised of the following (in thousands): September 30, 2018 December 31, 2017 Deposits and advances $ 1,617 $ 1,851 Prepaid insurance 7,069 3,154 Prepaid regulatory fees 701 5,926 Income tax receivable 74,782 — Other current receivables 18,363 15,150 Other prepaid assets 23,854 16,315 Total prepaid expenses and other current assets $ 126,386 $ 42,396 Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities are comprised of the following (in thousands): September 30, 2018 December 31, 2017 Accounts payable $ 124,539 $ 70,013 Accrued returns allowance 139,698 45,175 Accrued compensation 72,624 23,954 Accrued Medicaid and commercial rebates 88,942 12,911 Accrued royalties 19,625 2,970 Estimated Teva and Allergan chargebacks and rebates 1 13,537 — Medicaid reimbursement accrual 15,000 15,000 Accrued professional fees 8,652 938 Accrued other 30,505 23,818 Total accounts payable and accrued expenses $ 513,122 $ 194,779 1 In connection with Impax's August 2016 acquisition of certain assets from Teva Pharmaceuticals USA, Inc. ("Teva") and Allergan plc ("Allergan"), Impax agreed to manage the payment process for certain commercial chargebacks and rebates on behalf of Teva and Allergan related to products each of Teva and Allergan sold into the channel prior to Impax's acquisition of the products. On August 18, 2016, Impax received a payment totaling $42.4 million from Teva and Allergan, which represented their combined estimate of the amount of commercial chargebacks and rebates to be paid by Impax on their behalf to wholesalers who purchased products from Teva and Allergan prior to the closing. Pursuant to the agreed upon transition services, Teva and Allergan are obligated to reimburse Impax for additional payments related to chargebacks and rebates for products they sold into the channel prior to the closing and made on their behalf in excess of the $42.4 million . If the total payments made by Impax on behalf of Teva and Allergan are less than $42.4 million , Impax is obligated to refund the difference to Teva and/or Allergan. As of September 30, 2018 , $13.5 million remained in accounts payable and accrued expenses. |
Property, Plant, and Equipment
Property, Plant, and Equipment | 9 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant, and Equipment | Property, Plant, and Equipment Property, plant, and equipment is comprised of the following (in thousands): September 30, 2018 December 31, 2017 Land $ 17,892 $ 5,275 Buildings 233,478 227,864 Leasehold improvements 100,322 70,354 Machinery and equipment 308,718 260,637 Furniture and fixtures 10,508 18,415 Vehicles 1,385 1,517 Computer equipment 34,599 26,831 Construction-in-progress 53,665 32,235 Total property, plant, and equipment 760,567 643,128 Less: Accumulated depreciation (193,069 ) (156,370 ) Property, plant, and equipment, net $ 567,498 $ 486,758 Depreciation recognized and interest capitalized and included in property, plant, and equipment by the Company is as follows (in thousands): Three Months Nine Months 2018 2017 2018 2017 Depreciation $ 17,358 $ 10,680 $ 45,801 $ 30,043 Interest capitalized and included in property, plant, and equipment by the Company during the three months ended September 30, 2018 and 2017 was $0.1 million and $1.1 million , respectively. Interest capitalized and included in property, plant, and equipment by the Company during the nine months ended September 30, 2018 and 2017 was $0.5 million and $4.1 million , respectively. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The changes in goodwill for the nine months ended September 30, 2018 and for the year ended December 31, 2017 were as follows (in thousands): For the nine months ended September 30, 2018 For the year ended December 31, 2017 Balance, beginning of period $ 26,444 $ 28,441 Goodwill acquired during the period 386,405 — Goodwill divested during the period — (3,895 ) Currency translation (2,233 ) 1,898 Balance, end of period $ 410,616 $ 26,444 As of September 30, 2018 , $362 million and $49 million of goodwill was allocated to the Specialty Pharma and Generics segments, respectively. As of December 31, 2017 , all goodwill was allocated to the Generics segment. For the nine months ended September 30, 2018 goodwill acquired was associated with the Impax and Gemini acquisitions. Intangible assets at September 30, 2018 and December 31, 2017 is comprised of the following (in thousands): September 30, 2018 December 31, 2017 Weighted-Average Amortization Period (in years) Cost Accumulated Amortization Net Cost Accumulated Amortization Net Amortizing intangible assets: Product rights 12.2 $ 1,217,538 $ (59,831 ) $ 1,157,707 $ 49,700 $ (17,210 ) $ 32,490 Customer relationships 14.7 7,166 (1,911 ) 5,255 7,421 (1,072 ) 6,349 Marketing authorizations 2.9 74 (48 ) 26 76 (43 ) 33 Licenses 11.3 3,000 (750 ) 2,250 3,000 (600 ) 2,400 Trade names 14.7 2,606 (695 ) 1,911 2,699 (522 ) 2,177 Total $ 1,230,384 $ (63,235 ) $ 1,167,149 $ 62,896 $ (19,447 ) $ 43,449 In-process research and development 565,871 — 565,871 1,150 — 1,150 Total intangible assets $ 1,796,255 $ (63,235 ) $ 1,733,020 $ 64,046 $ (19,447 ) $ 44,599 For the three and nine months ended September 30, 2018 , the Company recognized a total of $8.5 million of intangible asset impairment charges, of which $7.8 million was recognized in cost of goods sold and $0.7 million was recognized in research and development expense. The impairment charge was related to products in the Generics segment and almost entirely related to one product. The impairment charges were primarily the result of a loss of a customer for a marketed product during the third quarter of 2018, resulting in significantly lower expected future cash flows. Amortization expense related to intangible assets recognized is as follows (in thousands): Three Months Nine Months 2018 2017 2018 2017 Amortization $ 25,655 $ 1,278 $ 44,109 $ 3,051 The following table presents future amortization expense for the next five years and thereafter, excluding $565.9 million of IPR&D intangible assets (in thousands). Future Amortization Remainder of 2018 $ 25,959 2019 115,347 2020 126,061 2021 141,879 2022 145,339 2023 124,238 Thereafter 488,326 Total $ 1,167,149 |
Accounts Payable and Accrued Li
Accounts Payable and Accrued Liabilities | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Accounts Payable and Accrued Liabilities | Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets are comprised of the following (in thousands): September 30, 2018 December 31, 2017 Deposits and advances $ 1,617 $ 1,851 Prepaid insurance 7,069 3,154 Prepaid regulatory fees 701 5,926 Income tax receivable 74,782 — Other current receivables 18,363 15,150 Other prepaid assets 23,854 16,315 Total prepaid expenses and other current assets $ 126,386 $ 42,396 Accounts Payable and Accrued Liabilities Accounts payable and accrued liabilities are comprised of the following (in thousands): September 30, 2018 December 31, 2017 Accounts payable $ 124,539 $ 70,013 Accrued returns allowance 139,698 45,175 Accrued compensation 72,624 23,954 Accrued Medicaid and commercial rebates 88,942 12,911 Accrued royalties 19,625 2,970 Estimated Teva and Allergan chargebacks and rebates 1 13,537 — Medicaid reimbursement accrual 15,000 15,000 Accrued professional fees 8,652 938 Accrued other 30,505 23,818 Total accounts payable and accrued expenses $ 513,122 $ 194,779 1 In connection with Impax's August 2016 acquisition of certain assets from Teva Pharmaceuticals USA, Inc. ("Teva") and Allergan plc ("Allergan"), Impax agreed to manage the payment process for certain commercial chargebacks and rebates on behalf of Teva and Allergan related to products each of Teva and Allergan sold into the channel prior to Impax's acquisition of the products. On August 18, 2016, Impax received a payment totaling $42.4 million from Teva and Allergan, which represented their combined estimate of the amount of commercial chargebacks and rebates to be paid by Impax on their behalf to wholesalers who purchased products from Teva and Allergan prior to the closing. Pursuant to the agreed upon transition services, Teva and Allergan are obligated to reimburse Impax for additional payments related to chargebacks and rebates for products they sold into the channel prior to the closing and made on their behalf in excess of the $42.4 million . If the total payments made by Impax on behalf of Teva and Allergan are less than $42.4 million , Impax is obligated to refund the difference to Teva and/or Allergan. As of September 30, 2018 , $13.5 million remained in accounts payable and accrued expenses. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Debt | Debt The following is a summary of the Company's total indebtedness (in thousands): September 30, 2018 December 31, 2017 Senior Credit Facility – Term Loan due May 2025 $ 2,692,626 $ — Senior Credit Facility – ABL 100,000 Financing Obligations 39,411 40,298 Other 624 — Senior Credit Facility – Term Loan — 1,378,160 Senior Credit Facility – Revolver — 75,000 Total debt and financing obligations 2,832,661 1,493,458 Less: debt issuance costs (35,859 ) (8,715) Total debt and financing obligations, net of debt issuance costs 2,796,802 1,484,743 Less: current portion of long-term debt and financing obligations (121,694) (89,482) Total long-term debt and financing obligations, net $ 2,675,108 $ 1,395,261 On May 4, 2018 the Company entered into a senior credit agreement that provided a term loan ("Term Loan") with a principal amount of $2.7 billion and an asset backed credit facility ("ABL") under which loans and letters of credit up to a principal amount of $500.0 million are available (principal amount of up to $25 million is available for letters of credit) (collectively, the "Senior Secured Credit Facilities"). The Term Loan is repayable in equal quarterly installments at a rate of 1.00% of the original principal amount annually, with the balance payable at maturity on May 4, 2025. The Term Loan bears a variable annual interest rate, which is LIBOR plus 3.5% at September 30, 2018 . The ABL bears an annual interest rate of 5.75% at September 30, 2018 and matures on May 4, 2023. Beginning on September 30, 2018, the annual interest rate for the ABL may be reduced or increased by 0.25% based on step-downs and step-ups determined by the average historical excess availability. At September 30, 2018 , the Company had $100.0 million of borrowings under the ABL. On November 5, 2018, the Company repaid $50 million of the borrowings under the ABL. The proceeds from the Term Loan were used to finance, in part, the cost of the Combination and to pay off Amneal’s debt and substantially all of Impax’s debt at the close of the Combination. In connection with the refinancing of the Amneal and Impax debt, the Company recorded a loss on extinguishment of debt of $19.7 million for the nine months ended September 30, 2018 . The proceeds of any loans made under the Senior Secured Credit Facility can be used for capital expenditures, acquisitions, working capital needs and other general purposes, subject to covenants as described below. The Company pays a commitment fee based on the average daily unused amount of the ABL at a rate based on average historical excess availability, between 0.25% and 0.375% per annum. At September 30, 2018 , the ABL commitment fee rate is 0.375% per annum. The Company incurred costs associated with the Term Loan of $38.1 million and the ABL of $4.6 million , which have been capitalized and are being are amortized over the life of the applicable debt agreement to interest expense. The Term Loan has been recorded in the balance sheet net of issuance costs. Costs associated with the ABL have been recorded in other assets because there were no borrowings outstanding on the effective date of the ABL. For the three and nine months ended September 30, 2018 , amortization of deferred financing costs related to the Term Loan, ABL and historical Amneal debt was $1.6 million and $4.2 million , respectively. For the three and nine months ended September 30, 2017 , amortization of deferred financing costs related to the historical Amneal debt was $1.4 million and $3.9 million , respectively. The Senior Secured Credit Facilities contain a number of covenants that, among other things, create liens on Amneal's and its subsidiaries' assets. The Senior Secured Credit Facilities contain certain negative covenants that, among other things and subject to certain exceptions, restrict Amneal’s and its subsidiaries' ability to incur additional debt or guarantees, grant liens, make loans, acquisitions or other investments, dispose of assets, merge, dissolve, liquidate or consolidate, pay dividends or other payments on capital stock, make optional payments or modify certain debt instruments, modify certain organizational documents, enter into arrangements that restrict the ability to pay dividends or grant liens, or enter into or consummate transactions with affiliates. The ABL Facility also includes a financial covenant whereby Amneal must maintain a minimum fixed charge coverage ratio if certain borrowing conditions are met. The Senior Secured Credit Facilities contain customary events of default, subject to certain exceptions. Upon the occurrence of certain events of default, the obligations under the Senior Secured Credit Facilities may be accelerated and the commitments may be terminated. At September 30, 2018 , Amneal was in compliance with all covenants. The Company’s Senior Secured Credit Facility requires payments of $6.8 million for the remainder of 2018 , $27.0 million per year for the next five years and the balance thereafter. On June 4, 2018, Impax completed a tender offer to repurchase all of Impax's 2.00% senior notes due 2022. Pursuant to the tender offer, $599.4 million aggregate principal amount of the senior notes was repurchased. Financing Obligations The Company has a non-cancelable lease agreement dated October 1, 2012, for two buildings located in Long Island, New York, that are used as an integrated manufacturing and office facility. Amneal was responsible for a portion of the renovation and construction costs, and is deemed, for accounting purposes, to be the owner of the building. As a result, the Company was required to record the property, plant, and equipment and a corresponding financing obligation. The financing obligation is reduced by rental payments through the end of the lease, June 30, 2043. The remaining financing obligation was $39.4 million and $40.3 million as of September 30, 2018 and December 31, 2017 , respectively. The current portion of the remaining financing obligation was $0.3 million as of both September 30, 2018 and December 31, 2017 . The monthly payments required under the terms of the non-cancelable lease agreement over the next five years and thereafter as follows (in thousands): Payments Due Remainder of 2018 $ 1,300 2019 5,200 2020 5,200 2021 5,200 2022 5,200 2023 5,200 Thereafter 101,800 Total $ 129,100 |
Fair Value Measurements of Fina
Fair Value Measurements of Financial Instruments | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements of Financial Instruments | Fair Value Measurements of Financial Instruments Fair value is the exit price that would be received to sell an asset or paid to transfer a liability. Fair value is a market-based measurement that should be determined using assumptions that market participants would use in pricing an asset or liability. Valuation techniques used to measure fair value should maximize the use of observable inputs and minimize the use of unobservable inputs. To measure fair value, the Company uses the following fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs other than Level 1 that are observable for the asset or liability, either directly or indirectly, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data by correlation or other means. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Value is determined using pricing models, discounted cash flow methodologies, or similar techniques and also includes instruments for which the determination of fair value requires significant judgment or estimation. Assets and Liabilities Measured at Fair Value on a Recurring Basis The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level of classification for each reporting period. The following table sets forth the Company’s financial assets and liabilities that were measured at fair value on a recurring basis as of September 30, 2018 (in thousands) (there were no material assets or liabilities that were measured at fair value on a recurring basis as of December 31, 2017 ): Fair Value Measurement Based on Total Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets Deferred Compensation Plan asset (1) $ 44,099 $ — $ 44,099 $ — Liabilities Deferred Compensation Plan liabilities (1) $ 33,882 $ — $ 33,882 $ — 1 The deferred compensation plan liabilities are non-current liabilities recorded at the value of the amount owed to the plan participants, with changes in value recognized as compensation expense. The calculation of the deferred compensation plan obligation is derived from observable market data by reference to hypothetical investments selected by the participants and is included in other long-term liabilities. The Company invests participant contributions in corporate-owned life insurance policies, for which the cash surrender value is included in other non-current assets. There were no transfers between levels in the fair value hierarchy during the nine months ended September 30, 2018 . Assets and Liabilities Not Measured at Fair Value on a Recurring Basis The carrying amounts of cash, accounts receivable, accounts payable and the ABL approximate their fair values due to the short-term maturity of these instruments. The Company’s Term Loan falls into the Level 2 category within the fair value level hierarchy. The fair value was determined using market data for valuation. The fair value of the Term Loan at September 30, 2018 was approximately $2.73 billion . As of December 31, 2017 , Amneal's prior term loan (which was subsequently paid off at the closing of the Combination with the proceeds of the Term Loan) had a fair value of approximately $1.39 billion , which was based upon market data (Level 2). Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis There were no non-recurring fair value measurements during the nine months ended September 30, 2018 and 2017 . |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Contractual Obligations The Company leases buildings and other tangible property. Rent expense under these leases was $5.6 million and $12.9 million for the three and nine months ended September 30, 2018 , respectively. Rent expense under these leases was $4.4 million and $13.0 million for the three and nine months ended September 30, 2017 , respectively. The table below reflects the future minimum lease payments, including reasonably assured renewals, due under these non-cancelable leases as of September 30, 2018 (in thousands): Operating Leases Remainder of 2018 $ 6,051 2019 25,885 2020 12,071 2021 11,105 2022 10,329 2023 10,043 Thereafter 28,128 Total $ 103,612 Commitments Commercial Manufacturing, Collaboration, License, and Distribution Agreements The Company continues to seek to enhance its product line and develop a balanced portfolio of differentiated products through product acquisitions and in-licensing. Accordingly, the Company, in certain instances, may be contractually obligated to make potential future development, regulatory, and commercial milestone, royalty and/or profit sharing payments in conjunction with collaborative agreements or acquisitions that the Company has entered into with third parties. The Company has also licensed certain technologies or intellectual property from various third parties. The Company is generally required to make upfront payments as well as other payments upon successful completion of regulatory or sales milestones. The agreements generally permit the Company to terminate the agreement with no significant continuing obligation. The Company could be required to make significant payments pursuant to these arrangements. These payments are contingent upon the occurrence of certain future events and, given the nature of these events, it is unclear when, if ever, the Company may be required to pay such amounts. Further, the timing of any future payment is not reasonably estimable. Contingencies Legal Proceedings The Company's legal proceedings are complex, constantly evolving and subject to uncertainty. As such, the Company cannot predict the outcome or impact of the legal proceedings set forth below. While the Company believes it has valid claims and/or defenses to the matters described below, the nature of litigation is unpredictable and the outcome of the following proceedings could include damages, fines, penalties and injunctive or administrative remedies. For any proceedings where losses are probable and reasonably capable of estimation, the Company accrues for a potential loss. While these accruals have been deemed reasonable by the Company’s management, the assessment process relies heavily on estimates and assumptions that may ultimately prove inaccurate or incomplete. Additionally, unforeseen circumstances or events may lead the Company to subsequently change its estimates and assumptions. Unless otherwise indicated below, the Company is at this time unable to estimate the possible loss, if any, associated with such litigation. The Company currently intends to vigorously prosecute and/or defend these proceedings as appropriate. From time to time, however, the Company may settle or otherwise resolve these matters on terms and conditions that it believes to be in its best interest. Resolution of any or all claims, legal proceedings or investigations could have a material adverse effect on the Company's results of operations and/or cash flow in any given accounting period, or on the Company's overall financial condition. Additionally, the Company manufactures and derives a portion of its revenue from the sale of pharmaceutical products in the opioid class of drugs, and may therefore face claims arising from the regulation and/or consumption of such products. See "Part II, Item IA. Risk Factors - The development, manufacture and sale of our products involves the risk of product liability and other claims by consumers and other third parties, and insurance against such potential claims is expensive and may be difficult to obtain” for more information. Although the outcome and costs of the asserted and unasserted claims is difficult to predict, based on the information presently known to management, 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. Medicaid Reimbursement Accrual The Company is required to provide pricing information to state agencies that administer federal Medicaid programs. Certain state agencies have alleged that manufacturers have reported improper pricing information, which allegedly caused them to overpay reimbursement costs. Reserves are periodically established by the Company for any potential claims or settlements of overpayment. Although the Company intends to vigorously defend against any such claims, it had a reserve of approximately $15 million at both September 30, 2018 and December 31, 2017 . The ultimate settlement of any potential liability for such claims may be higher or lower than estimated. Legal Settlement Gain In July 2017, Amneal entered into a settlement agreement regarding one of its generic pharmaceutical products, Buprenorphine and Naloxone, pursuant to which Amneal received a settlement payment of $25 million, resulting in a net gain of $21.5 million after legal fees. Amneal filed a claim against the innovator of Suboxone, a combination of active pharmaceutical ingredients Buprenorphine and Naloxone, alleging anti-competitive conduct resulting in lost profits during the time period in which Amneal was restricted from entering the market to sell its generic version of Suboxone. 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 Abbreviated New Drug Application ("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 days 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 is 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. Patent Defense Matters Merck Sharp & Dohme Corp. v. Amneal Pharmaceuticals LLC (Mometasone furoate) In March 2015, Merck Sharp & Dohme Corp filed suit against Amneal in the U.S. District Court for the District of Delaware alleging patent infringement based on the filing of the Amneal’s ANDA for a generic alternative to Merck’s Nasonex ® product. The District Court trial was completed on June 22, 2016. The court issued an opinion finding that Amneal’s proposed generic product did not infringe the asserted patent. Merck filed an appeal of that decision with the Court of Appeals for the Federal Circuit. The Federal Circuit affirmed the District Court’s opinion, denied Merck’s request for rehearing, and issued the mandate on May 11, 2018. Amneal launched its generic version of the product on April 5, 2017, prior to the appellate court decision, and continues to sell the product as of September 30, 2018 . Otsuka Pharmaceutical Co. Ltd. v. Amneal Pharmaceuticals LLC, et. al. (Aripiprazole) In March 2015, Otsuka Pharmaceutical Co. Ltd. filed suit against Amneal in the U.S. District Court for the District of New Jersey alleging patent infringement based on the filing of Amneal’s ANDA for a generic alternative to Otsuka’s Abilify ® tablet product. The District Court has not yet set a trial date for the remaining patents-in-suit. Amneal, like a number of other generic manufacturers, has launched its generic version of Otsuka’s Abilify ® "at-risk," prior to the rendering of an appellate court decision, and continues to sell the product as of September 30, 2018 . Patent Infringement Matters Impax Laboratories, LLC, et al. v. Lannett Holdings, Inc. and Lannett Company (Zomig®) In July 2014, Impax 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. The case went to trial in September 2016. On March 29, 2017, the District Court issued a Trial Opinion finding the asserted patents valid and infringed. On April 17, 2017, the District Court entered a Final Judgment and Injunction that, inter alia , bars FDA approval of Lannett’s proposed generic product prior to May 29, 2021. On May 12, 2017, Lannett filed a Notice of Appeal with the United States Court of Appeals for the Federal Circuit. The Federal Circuit affirmed the District Court’s decision in full, and later denied Lannett's motion for rehearing. Impax Laboratories, LLC, et al. v. Par Pharmaceutical, Inc. (Zomig®) On September 23, 2016, Impax filed suit against Par Pharmaceutical, Inc. ("Par") in the United States District Court for the District of Delaware, alleging patent infringement based on the filing of the Par ANDA relating to Zolmitriptan Nasal Spray, 2.5 mg and 5 mg, generic to Zomig® Nasal Spray. On October 12, 2016, the parties stipulated to stay the case pending the outcome of the related case, Impax Laboratories, LLC, et al. v. Lannett matter described above. On April 24, 2017, the parties stipulated that the stay shall remain in effect until the Impax Laboratories, LLC, et al. v. Lannett matter is fully resolved. On July 10, 2018, Par notified Impax that it had converted its Paragraph IV certification with respect to the sole patent-in-suit to a Paragraph III certification, and requested that Impax dismiss the lawsuit. The stipulation of dismissal was entered into and the lawsuit was dismissed on August 7, 2018. Impax Laboratories, LLC., et al. v. Actavis Laboratories FL, Inc. and Actavis Pharma Inc. (Rytary ® ) In September 2015, Impax filed suit against Actavis Laboratories FL, Inc. and Actavis Pharma Inc. (collectively, "Actavis") in the United States District Court for the District of New Jersey, alleging patent infringement of U.S. Patent Nos. 7,094,427; 8,377,474; 8,454,998; 8,557,283; 9,089,607; 9,089,608, based on the filing of the Actavis ANDA relating to carbidopa and levodopa extended release capsules, generic to Rytary ® . Impax filed related actions alleging infringement of later-issued U.S. Patent No. 9,463,246 in December 2016 and of later-issued U.S. Patent No. 9,533,046 in May 2017. Both related actions were consolidated with the lead action. On December 15, 2017, the Patent and Trademark Office issued an Ex Parte Reexamination Certificate canceling all claims of the ‘427 patent; the parties subsequently stipulated to dismiss with prejudice all claims and counterclaims relating to the ‘427 patent. Fact discovery and claim construction briefing have concluded and a claim construction hearing was held on April 26, 2017. On May 9, 2017, the District Court issued a decision interpreting certain claim terms in dispute in the litigation. Subject to reservation of all rights to appeal the Court’s May 9, 2017 decision, the parties stipulated to dismiss without prejudice all claims and counterclaims relating to the ‘474, ‘998, and ‘607 patents, and the Court entered an order recognizing this stipulation on June 8, 2017. The parties have completed expert discovery and Actavis filed a summary judgment motion on October 23, 2017. On March 8, 2018, the Court issued an Opinion and Order, granting in part Actavis’s motion for summary judgment. A four day trial was held in May 14, 2018. The parties reached a settlement agreement in June 2018, before post-trial briefing was complete. The case has been dismissed. Impax Laboratories, LLC. v. Sandoz Inc. ( Rytary ® ) On March 31, 2017, Impax filed suit against Sandoz Inc. in the United States District Court for the District of New Jersey, alleging infringement of U.S. Patent Nos. 7,094,427; 8,377,474; 8,454,998; 8,557,283; 9,089,607; 9,089,608; 9,463,246; and 9,533,046, based on the filing of Sandoz’s ANDA relating to carbidopa and levodopa extended release capsules, generic to Rytary ® . Sandoz answered the complaint on February 28, 2018. Fact discovery has not yet commenced. Impax Laboratories, LLC. v. Zydus Pharmaceuticals USA, Inc. and Cadila Healthcare Ltd. (Rytary ® ) On December 21, 2017, Impax filed suit against Zydus Pharmaceuticals USA, Inc. and Cadila Healthcare Ltd. (collectively, "Zydus") in the United States District Court for the District of New Jersey, alleging infringement of U.S. Patent No. 9,089,608, based on the filing of Zydus’s ANDA relating to carbidopa and levodopa extended release capsules, generic to Rytary ® . Zydus answered the complaint on April 27, 2018, asserting counterclaims of non-infringement and invalidity of U.S. Pat. Nos. 7,094,427; 8,377,474; 8,454,998; 8,557,283; and 9,089,607. Impax answered Zydus’s counterclaims on June 1, 2018. A case schedule has been set with trial anticipated in February 2020. Other Litigation Related to the Company’s Business 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 Impax. 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 Impax 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 Impax and the other generic defendants. On January 25, 2016, CVS Pharmacy, Inc., a direct purchaser, filed a separate complaint in the United States District Court for the Middle District of Pennsylvania. On February 11, 2016, the Judicial Panel on Multi-District Litigation ordered the action to be transferred to the District of Massachusetts to be coordinated or consolidated with the coordinated proceedings. 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 Impax, 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 District Court granted in part and denied in part defendants’ motion to dismiss the consolidated amended complaints. On October 16, 2017, the Court certified the Direct Purchaser Plaintiffs’ and End-Payor Plaintiffs’ classes. Trial began on March 12, 2018. During March 2018, Impax separately settled all claims with the direct purchaser plaintiff class, retailer plaintiffs and the end payor plaintiff class for a total settlement amount of $84.5 million prior to the Combination and the cases were dismissed. The settlements with the class plaintiffs are subject to court approval. The settlement with the direct purchaser plaintiff class was preliminarily approved by the Court on March 12, 2018, and the settlement with the end payor plaintiff class was preliminarily approved by the Court on April 5, 2018. Both class settlements were granted final Court approval on July 18, 2018. Opana ER® FTC Antitrust Suit On February 25, 2014, Impax received a Civil Investigative Demand ("CID") from the FTC concerning its investigation into the drug Opana® ER and its generic equivalents. On March 30, 2016, the FTC filed a complaint against Impax, Endo, and others in the United States District Court for the Eastern District of Pennsylvania, alleging that Impax and Endo violated antitrust laws when they entered into a June 2010 co-promotion and development agreement and a June 2010 settlement agreement that resolved patent litigation in connection with the submission of Impax’s ANDA for generic original Opana® ER. In July 2016, the defendants filed a motion to dismiss the complaint, and a motion to sever the claims regarding Opana® ER from claims with respect to a separate settlement agreement that was challenged by the FTC. On October 20, 2016, the Court granted the motion to sever, formally terminating the suit against Impax, with an order that the FTC re-file no later than November 3, 2016 and dismissed the motion to dismiss as moot. On October 25, 2016, the FTC filed a notice of voluntary dismissal. On January 19, 2017, the FTC filed a Part 3 Administrative complaint against Impax with similar allegations regarding Impax’s June 2010 settlement agreement with Endo that resolved patent litigation in connection with the submission of Impax’s ANDA for generic original Opana® ER. Impax filed its answer to the Administrative Complaint on February 7, 2017. Trial concluded on November 15, 2017. On May 11, 2018, the Administrative Law Judge ruled in favor of Impax and dismissed the case in its entirety. The government has appealed this ruling to the five Federal Trade Commissioners, who will review the case de novo . Briefing on the appeal to the Federal Trade Commission concluded on August 24, 2018. Oral arguments were heard on October 11, 2018, and a decision is expected within 100 days . Opana ER® Antitrust Class Actions From June 2014 to April 2015, 14 complaints were filed as class actions on behalf of direct and end-payor (indirect) purchasers, as well as by certain direct purchasers, against the manufacturer of the brand drug Opana ER® and Impax. 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, 2018, Plaintiff Rochester Drug Co-Operative, Inc. filed a motion to voluntarily dismiss its complaint with prejudice. The court granted that motion on June 11, 2018. 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 States District Court for the Middle District of Louisiana 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 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 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. In each case, the complaints allege that Endo engaged in an anticompetitive scheme by, among other things, entering into an anticompetitive settlement agreement with Impax 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 by direct purchaser plaintiffs and end-payor (indirect) purchaser plaintiffs. On July 3, 2015, defendants filed motions to dismiss the consolidated amended complaints, as well as the complaints of the "Opt-Out Plaintiffs" (Walgreen Co., The Kruger Co., Safeway Inc., HEB Grocery Company L.P., Albertson’s LLC, Rite Aid Corporation and Rite Aid Hdqtrs. Corp.). On February 1, 2016, CVS Pharmacy, Inc. filed a complaint in the United States District Court for the Northern District of Illinois. The parties agreed that CVS Pharmacy, Inc. would be bound by the Court’s ruling on the defendants’ motion to dismiss the Opt-Out Plaintiffs’ complaints. On February 10, 2016, the court granted in part and denied in part defendants’ motion to dismiss the end-payor purchaser plaintiffs’ consolidated amended complaint, and denied defendants’ motion to dismiss the direct purchaser plaintiffs’ consolidated amended complaint. The end-payor purchaser plaintiffs filed a second consolidated amended complaint and Impax moved to dismiss certain state law claims. On August 11, 2016, the court granted in part and denied in part defendants’ motion to dismiss the end-payor purchaser plaintiffs’ second consolidated amended complaint. Impax has filed its answer. On September 15, 2018, the claims of Mary Davenport were voluntarily dismissed from the end-payor action. On February 25, 2016, the court granted defendants’ motion to dismiss the Opt-Out Plaintiffs’ complaints, with leave to amend. The Opt-Out Plaintiffs and CVS Pharmacy, Inc. have filed amended complaints and Impax has filed its answer. Discovery is ongoing. No trial date has been scheduled. Sergeants Benevolent Association Health & Welfare Fund v. Actavis, PLC, et. al. In August 2015, a complaint was filed against Amneal in the U.S. District Court for the Southern District of New York involving patent litigation settlement agreements between Amneal and Forest Laboratories. Amneal was one of a number of pharmaceutical companies named in the lawsuit. The settlement agreement at issue settled the patent litigation between Forest Laboratories and Amneal regarding Namenda © immediate release tablets. On September 13, 2016, the court denied the defe |
Stockholders' Equity_ Members'
Stockholders' Equity/ Members' Deficit | 9 Months Ended |
Sep. 30, 2018 | |
Equity [Abstract] | |
Stockholders' Equity/ Members' Deficit | Stockholders' Equity/ Members' Deficit Members' Deficit Prior to the Combination As of December 31, 2017 , Amneal had 189 million units authorized, issued, and outstanding. During 2018, the board of managers of Amneal approved a discretionary modification to the profit participation units be concurrent with the Combination that caused the vesting of all PPUs that were previously issued to certain current or former employees for service prior to the Combination. The modification entitled the holders to 6.9 million shares of Class A Common Stock with a fair value of $126.0 million on the date of the Combination and $32.8 million of cash. In July 2018, Holdings distributed the shares it received in the Redemption to settle the PPUs with no additional shares issued by the Company. Additionally, during 2018, Holdings distributed $27.7 million of cash bonuses to employees of Amneal for service prior to the Combination. As a result of these transactions, the Company recorded charges aggregating $186.5 million to acquisition, integration and transaction-related expenses during the nine months ended September 30, 2018 , and corresponding capital contributions of $158.8 million related to the vesting of the PPUs and $27.7 million related to the cash bonus in members' accumulated deficit. During the nine months ended September 30, 2018 , Amneal made distributions of $183.0 million to its members. Pursuant to the BCA, Amneal's units prior to the Combination were canceled and the Amneal Common Units were distributed as discussed in further detail in the paragraph below. Stockholders' Equity Subsequent to the Combination Amended Certificate of Incorporation In connection with the closing of the Combination, on May 4, 2018, the Company amended and restated its certificate of incorporation ("Charter") to, among other things, reflect the change of its name from Atlas Holdings, Inc. to Amneal Pharmaceuticals, Inc. and provide for the authorization of (i) 900 million shares of Class A Common Stock with a par value of $0.01 per share; (ii) 300 million shares of Class B Common Stock with a par value of $0.01 per share; (iii) 18 million shares of Class B-1 Common Stock with a par value of $0.01 per share; and (iv) 2 million shares of undesignated preferred stock with a par value of $0.01 per share. Voting Rights Holders of Class A Common Stock and Class B Common Stock are entitled to one vote for each share of stock held. Except as required by law and except in connection with the election of the Class B-1 director, holders of Class B-1 Common Stock are not entitled to vote on any matter. Holders of Class A Common Stock and Class B Common Stock vote together as a single class on each matter submitted to a stockholder vote. Holders of Class A Common Stock and Class B Common Stock are not entitled to vote on any amendment to the Company's Charter that relates solely to the terms of one or more outstanding series of preferred stock if the holders of such affected series are entitled, either separately or together with the holders of one or more other such series, to vote on such terms pursuant to the Company's Charter or law. Dividend Rights The holders of Class A Common Stock and Class B-1 Common stock are entitled to receive dividends, if any, payable in cash, property, or securities of the Company, as may be declared by the Company's board of directors, out of funds legally available for the payment of dividends, subject to any preferential or other rights of the holders of any outstanding shares of preferred stock. The holders of Class B Common stock will not be entitled to receive any dividends. Participation Rights Under the Company's Charter, the holders of Class A Common Stock, Class B Common Stock and Class B-1 Common Stock have no participation rights. However, the Company's Second Amended and Restated Stockholders Agreement dated as of December 31, 2017 (the "Stockholders Agreement") provides that if the Company proposes to issue any securities, other than in certain issuances, Holdings will have the right to purchase its pro rata share of such securities, based on the number of shares of common stock owned by Holdings before such issuance. Issuance and Restrictions on Company Common Stock Pursuant to the Third Amended and Restated Limited Liability Company Agreement of Amneal dated May 4, 2018 (the "Limited Liability Company Agreement"), Amneal will issue to the Company an additional Amneal common unit for each additional share of Class A Common Stock issued by the Company. Additionally, pursuant to the Charter, shares of Class B Common Stock will be issued to Holdings and its permitted transferees only to the extent necessary in certain circumstances to maintain a one-to-one ratio between the number of Amneal Common Units and the number of shares of Class B Common Stock held by such members. Shares of Class B Common Stock are transferable only for no consideration to the Company for automatic retirement or in accordance with the Stockholders Agreement and the Limited Liability Company Agreement. Liquidation Rights On the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, the holders of Class A Common Stock and Class B-1 Common Stock are entitled to share equally in all assets of the Company available for distribution among the stockholders of the Company after payment to all creditors and subject to any preferential or other rights of the holders of any outstanding shares of preferred stock. The holders of Class B Common stock are not entitled to share in such net assets. Redemption The Limited Liability Company Agreement provides that holders of Amneal Common Units may, from time to time, require the Company to redeem all or a portion of their interests for newly issued shares of Class A Common Stock or Class B-1 Common Stock on a one-for-one basis. Upon receipt of a redemption request, the Company may, instead, elect to effect an exchange of Amneal Units directly with the holder. Additionally, the Company may elect to settle any such redemption or exchange in shares of Class A Common stock, Class B-1 Common Stock or in cash. In the event of a cash settlement, the Company would issue new shares of Class A Common Stock and use the proceeds from the sale of these newly issued shares of Class A Common Stock to fund the cash settlement, which, in effect, limits the amount of the cash payments to the redeeming member. In connection with any redemption, the Company will receive a corresponding number of Amneal Units, increasing the Company's total ownership interest in Amneal. Additionally, an equivalent number of shares of Class B Common Stock will be surrendered and canceled. Preferred Stock Under the Charter, the Company's Board of Directors has the authority to issue preferred stock and set its rights and preferences. As of September 30, 2018 , no preferred stock had been issued. Common Stock Issued In connection with the Combination, the Company issued 73.3 million shares of Class A Common Stock to the holders of Impax Common Stock and 225 million shares of Class B Common Stock to Holdings. In connection with the PIPE, Holdings redeemed 46.8 million shares of Class B Common Stock and an equal number of Amneal units for 34.5 million shares of unregistered Class A Common Stock and 12.3 million shares of unregistered Class B-1 Common Stock. In connection with the Redemption, Holdings redeemed an additional 6.9 million shares of Class B Common Stock and an equal number of Amneal Units for 6.9 million shares of Class A Common Stock for distribution to members of Holdings to whom PPUs were previously issued. No cash was received by the Company with respect to issuances of common stock. The Combination, the PIPE and the Redemption are more fully described in Note 1. Nature of Operations and Basis of Presentation. Non-Controlling Interests As discussed in Note 2. Summary of Significant Accounting Policies, the Company consolidates the financial statements of Amneal and its subsidiaries and records non-controlling interests for the portion of Amneal’s economic interests that is not held by the Company. Non-controlling interests are adjusted for capital transactions that impact the non-publicly held economic interests in Amneal. Under the terms of the Limited Liability Company Agreement, Amneal is obligated to make tax distributions to its members. For the three and nine months ended September 30, 2018, a tax distribution of $35.5 million was recorded as a reduction of non-controlling interests. As of September 30, 2018, a liability of $35.5 million was included in related-party payables for the tax distribution. Redeemable Non-Controlling Interest During July 2018, a non-controlling interest holder in one of Amneal's non-public subsidiaries notified the Company of its intent to redeem its remaining ownership interest based on the terms of an agreement. During the second quarter of 2018, the Company reclassified the redeemable non-controlling interest and in September 2018, the Company made an $11.8 million cash purchase of the redeemable non-controlling interest. The Company recorded charges to stockholders' accumulated deficit and non-controlling interests of $1.2 million and $1.6 million , respectively, during the nine months ended September 30, 2018 , to accrete the redeemable non-controlling interest to contract value. At September 30, 2018 , no redeemable non-controlling interest remained outstanding. |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation Amneal Pharmaceuticals, Inc. 2018 Incentive Award Plan In May 2018, the Company adopted the Amneal Pharmaceuticals, Inc. 2018 Incentive Award Plan ("2018 Plan") under which the Company may grant stock options, restricted stock units and other equity-based awards to employees and non-employee directors providing services to the Company and its subsidiaries. The stock option and restricted stock unit award grants are made in accordance with the Company’s 2018 Plan and are subject to forfeiture if the vesting conditions are not met. The aggregate number of shares of Class A Common Stock authorized for issuance pursuant to the Company's 2018 Plan is 23 million shares. As of September 30, 2018 , the Company had 18,335,646 shares available for issuance under the 2018 Plan. Exchanged Impax Options As a result of the acquisition of Impax, on May 4, 2018, each Impax stock option outstanding immediately prior to the closing of the Combination became fully vested and exchanged for a fully vested and exercisable option to purchase an equal number of shares of Class A Common Stock of the Company with the same exercise price per share as the replaced options and otherwise subject to the same terms and conditions as the replaced options. Consequently, at the Closing, the Company issued 3.0 million fully vested stock options in exchange for the outstanding Impax options. The Company recognizes the grant date fair value of each option and share of restricted stock unit over its vesting period. Stock options and restricted stock unit awards are granted under the Company’s 2018 Plan and generally vest over a four year period and, in the case of stock options, have a term of 10 years. The following table summarizes all of the Company's stock option activity for the current year through September 30, 2018 : Stock Options Number of Weighted- Weighted- Aggregate Outstanding at December 31, 2017 — $ — Conversion of Impax stock options outstanding on May 4, 2018 3,002,669 18.90 Options granted 3,462,780 16.58 Options exercised (278,302 ) 11.36 Options forfeited (325,048 ) 23.86 Outstanding at September 30, 2018 5,862,099 $ 17.61 8.2 $ 34.2 Options exercisable at September 30, 2018 2,521,662 $ 19.04 6.2 $ 15.3 The intrinsic value of options exercised during the nine months ended September 30, 2018 was $2.6 million . The following table summarizes all of the Company's restricted stock unit activity for the current year through September 30, 2018 : Restricted Stock Units Number of Weighted- Weighted- Aggregate Non-vested at December 31, 2017 — $ — Granted 1,371,672 17.23 Vested — — Forfeited (47,755 ) 18.64 Non-vested at September 30, 2018 1,323,917 $ 17.18 3.5 $ 29.4 As of September 30, 2018 , the Company had total unrecognized stock-based compensation expense of $44.5 million related to all of its stock-based awards, which is expected to be recognized over a weighted average period of 3.5 years. 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 publicly traded common stock of a peer group of companies. 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 over four years and have a term of 10 years. The following table presents the weighted-average assumptions used in the option pricing model for options granted under the 2018 Plan. September 30, 2018 Volatility 46.5% Risk-free interest rate 2.9% Dividend yield —% Weighted-average expected life (years) 6.25 Weighted average grant date fair value $8.11 The amount of stock-based compensation expense recognized by the Company is as follows (in thousands): Three Months Ended September 30, Nine Months 2018 2017 2018 2017 Cost of goods sold $ 400 $ — $ 515 $ — Selling, general and administrative 2,836 — 4,259 — Research and development 354 — 460 — Total $ 3,590 $ — $ 5,234 $ — |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions The Company has various business agreements with certain third-party companies in which there is some common ownership and/or management between those entities, on the one hand, and the Company, on the other hand. The Company has no direct ownership or management in any of such related party companies. The related party relationships that generated income and or expense and in the respective reporting period are described below. Kanan, LLC Kanan, LLC ("Kanan") is an independent real estate company which owns Amneal’s manufacturing facilities located at 65 Readington Road, Branchburg, New Jersey, 131 Chambers Brook Road, Branchburg, New Jersey and 1 New England Avenue, Piscataway, New Jersey. Amneal leases these facilities from Kanan under two separate triple-net lease agreements that expire in 2027 and 2031, respectively, at an annual rental cost of approximately $2.0 million combined, subject to CPI rent escalation adjustments as provided in the lease agreements. Rent expense paid to the related party for both of the three months ended September 30, 2018 and 2017 was $0.5 million . Rent expense paid to the related party for both of the nine months ended September 30, 2018 and 2017 was $1.5 million . AE Companies, LLC AE Companies, LLC ("AE LLC") is an independent company which provides certain shared services and corporate type functions to a number of independent entities with respect to which, from time to time, Amneal conducts business. Amneal has ongoing professional service agreements with AE LLC for administrative and research and development services. The total amount of income earned from these agreements for the three months ended September 30, 2017 was $0.4 million ( none in 2018). The total amount of income earned from these agreements for the nine months ended September 30, 2017 was $0.6 million ( none in 2018). Asana Biosciences, LLC Asana Biosciences, LLC (“Asana”) is an early stage drug discovery and R&D company focusing on several therapeutic areas, including oncology, pain and inflammation. Amneal provided research and development services to Asana under a development and manufacturing agreement. The total amount of income earned from this arrangement for the three and nine months ended September 30, 2018 was $0.2 million ( no ne in 2017). At September 30, 2018 , receivables of $0.2 million were due from the related party. Industrial Real Estate Holdings NY, LLC Industrial Real Estate Holdings NY, LLC ("IRE") is an independent real estate management entity which, among other activities, is the landlord of Amneal’s leased manufacturing facilities located at 75 and 85 Adams Avenue, Hauppauge, New York. The lease at 85 Adams Avenue expired in March 2017 while the lease for 75 Adams Avenue expires in March 2021. Rent expense paid to the related party for the three months ended September 30, 2018 and 2017 was $0.5 million and $0.3 million , respectively. Rent expense paid to the related party for the nine months ended September 30, 2018 and 2017 was $1.0 million and $0.9 million , respectively. Kashiv Pharmaceuticals LLC Kashiv Pharmaceuticals LLC ("Kashiv") is an independent contract development organization focused primarily on the development of 505(b) (2) NDA products. Amneal has various business agreements with Kashiv. In May 2013, Amneal entered into a sublease agreement with Kashiv for a portion of one of its research and development facilities. The sublease automatically renews annually if not terminated and has an annual base rent of $1.8 million . Rental income from the related party sublease for the three months ending September 30, 2017 was $0.5 million ( no ne in 2018). Rental income from the related party sublease for the nine months ended September 30, 2018 and 2017 was $0.4 million and $1.5 million , respectively. On January 15, 2018, Amneal and Kashiv entered into an Assignment and Assumption of Lease Agreement. The lease was assigned to Kashiv, and Amneal was relieved of all obligations. At September 30, 2018 and December 31, 2017 , $0.6 million and $10.4 million of receivables were due, respectively. Amneal has also entered into various development and commercialization arrangements with Kashiv to collaborate on the development and commercialization of certain generic pharmaceutical products. Kashiv receives a percentage of net profits with respect to Amneal’s sales of these products. The total profit share paid to Kashiv for the three months ended September 30, 2018 and 2017 was $0.8 million and $0.3 million , respectively. The total profit share paid to Kashiv for the nine months ended September 30, 2018 and 2017 was $2.8 million and $9.6 million , respectively. In addition, Amneal provided development services to Kashiv in the amount of $1.1 million for the nine months ended September 30, 2018 ( no ne in the three months ended September 30, 2018 ). At September 30, 2018 and December 31, 2017 payables of $0.8 million and $0.6 million , respectively, were due to the related party for royalty-related transactions. In June 2017, Amneal and Kashiv entered a product acquisition and royalty stream purchase agreement. The aggregate purchase price was $25 million on the closing, which has been paid, plus two potential future $5 million earn outs related to the Estradiol Product. The contingent earn outs will be recorded in the period in which they are earned. The first and second $5 million earn outs were recognized in March 2018 and June 2018, respectively, as an increase to the cost of the Estradiol product intangible asset and will be amortized on a straight-line basis over the remaining life of the Estradiol intangible asset. The first earn out was paid in July 2018 and the second earn out was paid in September 2018. Pursuant to a product development agreement, Amneal and Kashiv agreed to collaborate on the development and commercialization of Oxycodone HCI ER Oral Tablets. Under the agreement, this product is owned by Kashiv, with Amneal acting as the exclusive marketing partner and as Kashiv’s agent for filing the product ANDA. Under the agreement, Amneal was also responsible for assuming control of and managing all aspects of the patent litigation arising from the filing of the ANDA, including selecting counsel and settling such proceeding (subject to Kashiv’s consent). In December 2017, Amneal and Kashiv terminated the product development agreement and pursuant to the termination and settlement of the agreement, Kashiv agreed to pay Amneal $7.8 million , an amount equal to the legal costs incurred by Amneal related to the defense of the ANDA. The $7.8 million settlement was recorded within general and administrative expenses for the year ended December 31, 2017 and related-party receivables as of December 31, 2017 . The cash payment was received in February 2018. Adello Biologics, LLC Adello is an independent clinical stage company engaged in the development of biosimilar pharmaceutical products. Amneal and Adello are parties to a master services agreement pursuant to which, from time to time, Amneal provides human resources and product quality assurance services on behalf of Adello. The parties are also party to a license agreement for parking spaces in Piscataway, NJ. The total amount of net expense paid to Adello from these agreements for both of the three months ended September 30, 2018 and 2017 was less than $0.1 million . The total amount of net expense paid to Adello from these agreements for both of the nine months ended September 30, 2018 and 2017 was $0.1 million . In March 2017, Amneal entered into a product development agreement with Adello. The collaboration extended the remaining development process to Adello for a complex generic product, while Amneal retained its commercial rights upon approval. Pursuant to the agreement, Adello paid Amneal $10 million for reimbursement of past development costs, which Amneal deferred as a liability and will pay royalties upon commercialization. In October 2017, Amneal and Adello terminated their product development agreement pursuant to which Amneal and Adello had been collaborating to develop and commercialize Glatiramer Acetate products. Pursuant to the termination agreement, Amneal owed Adello $10.5 million for the up-front payment plus interest. This amount was paid in January 2018 and recognized as a related party payable in the Consolidated Balance Sheet as of December 31, 2017 . On October 1, 2017, Amneal and Adello entered into a license and commercialization agreement pursuant to which the parties have agreed to cooperate with respect to certain development activities in connection with two biologic pharmaceutical products. In addition, under the agreement, Adello has appointed Amneal as its exclusive marketing partner for such products in the United States. In connection with the agreement, Amneal paid an upfront amount of $1.5 million in October 2017 which was recorded within research and development expenses in the Consolidated Statement of Income. The agreement also provides for potential future milestone payments to Adello. In October 2017, Amneal purchased a building from Adello in Ireland to further support its inhalation dosage form. Amneal issued a promissory note for 12.5 million euros ( $14.7 million based on exchange rate as of December 31, 2017 ) which accrues interest at a rate of 2% per annum, due on or before July 1, 2019. The promissory note was paid in full in the second quarter of 2018. PharmaSophia, LLC PharmaSophia, LLC ("PharmaSophia") is a joint venture formed by Nava Pharma, LLC ("Nava") and Oakwood Laboratories, LLC for the purpose of developing certain products. Currently PharmaSophia is actively developing two injectable products. PharmaSophia and Nava are parties to a research and development agreement pursuant to which Nava provides research and development services to PharmaSophia. Nava subcontracted this obligation to Amneal, entering into a subcontract research and development services agreement pursuant to which Amneal provides research and development services to Nava in connection with the products being developed by PharmaSophia. The total amount of income earned from these agreements for the three months ended September 30, 2018 and 2017 was $0.2 million and $0.1 million , respectively. The total amount of income earned from these agreements for the nine months ended September 30, 2018 and 2017 was $0.5 million and $0.2 million , respectively. At September 30, 2018 and December 31, 2017 receivables of $0.1 million and $0.1 million , respectively, were due from the related party. Gemini Laboratories, LLC Prior to the Company's acquisition of Gemini in May 2018 as described in Note 3. Acquisitions and Divestitures, Amneal and Gemini were parties to various agreements. Total gross profit earned from the sale of inventory to Gemini for the three months ended September 30, 2017 was $1.3 million . Total gross profit earned from the sale of inventory to Gemini for the nine months ended September 30, 2018 (through the acquisition date) and 2017 was $0.1 million and $2.2 million , respectively. The total profit share paid by Gemini for the three months ended September 30, 2017 was $2.4 million . The total profit share paid by Gemini for the nine months ended September 30, 2018 (through the acquisition date) and 2017 was $4.8 million and $8.5 million , respectively. At December 31, 2017 , receivables of $5.6 million were due from the related party. At September 30, 2018 , the Company has a note payable owed to the sellers of Gemini in the amount of $78.1 million , which includes $77.2 million of principal and $0.9 million of accrued interest. The Company has incurred interest expense related to the note payable of $0.6 million and $0.9 million for the three and nine months ended September 30, 2018 , respectively. APHC Holdings, LLC (formerly, Amneal Holdings, LLC) APHC Holdings, LLC (formerly, Amneal Holdings, LLC) was the ultimate parent of Amneal prior to the Combination. In connection with the Combination, Amneal is required to reimburse transaction-related costs incurred by APHC Holdings. As of September 30, 2018 , no amounts were due to APHC Holdings. Tax Distributions Under the terms of the Limited Liability Company Agreement, Amneal is obligated to make tax distributions to its members, which are also holders of non-controlling interests in the Company. For further details, refer to Note 19. Stockholders' Equity/ Members' Deficit. |
Employee Benefit Plans
Employee Benefit Plans | 9 Months Ended |
Sep. 30, 2018 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans The Company has voluntary defined contribution plans covering eligible employees in the United States which provide for a Company match. For the three months ended September 30, 2018 and 2017 , the Company made matching contributions of $2.3 million and $0.7 million , respectively. For the nine months ended September 30, 2018 and 2017 , the Company made matching contributions of $6.6 million and $1.9 million , respectively. The Company also has a deferred compensation plan for certain former executives of Impax. Deferred compensation liabilities are recorded at the value of the amount owed to the plan participants, with changes in value recognized as compensation expense. The calculation of the deferred compensation plan obligation is derived by reference to hypothetical investments selected by the participants and is included in other long-term liabilities. The Company invests participant contributions in corporate-owned life insurance policies, for which the cash surrender value is included in other non-current assets. Matching contributions for the three and nine months ended September 30, 2018 were immaterial. |
Segment Information
Segment Information | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The Company has two reportable segments, the Generics business and the Specialty Pharma business. The Generics business develops, manufactures and commercializes complex oral solids, injectables, ophthalmics, liquids, topicals, softgels, inhalation products and transdermals across a broad range of therapeutic categories. The Company's retail and institutional portfolio contains approximately 200 product families, many of which represent difficult-to-manufacture products or products that have a high barrier-to-entry, such as oncologics, anti-infectives and supportive care products for healthcare providers. The Specialty Pharma business delivers proprietary medicines to the U.S. market. The Company offers a growing portfolio in core therapeutic categories including central nervous system disorders, endocrinology, parasitic infections and other therapeutic areas. Our specialty products are marketed through skilled specialty sales and marketing teams, who call on neurologists, movement disorder specialists, endocrinologists and primary care physicians in key markets throughout the U.S. The Specialty Pharma business 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 operating income (loss). 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 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): Three Months Ended September 30, 2018 Generics Specialty Pharma Corporate and Other Total Net revenue $ 391,175 $ 85,312 $ — $ 476,487 Cost of goods sold 237,866 38,516 — 276,382 Gross profit 153,309 46,796 — 200,105 Selling, general and administrative 21,030 19,716 37,329 78,075 Research and development 38,997 4,002 — 42,999 Intellectual property legal development expenses 3,929 472 — 4,401 Acquisition, transaction-related and integration expenses — — 2,231 2,231 Restructuring expenses (2,885 ) (27 ) 756 (2,156 ) Operating income (loss) $ 92,238 $ 22,633 $ (40,316 ) $ 74,555 Nine Months Ended September 30, 2018 Generics Specialty Pharma Corporate and Other Total Net revenue $ 1,028,134 $ 137,329 $ — $ 1,165,463 Cost of goods sold 579,994 62,474 — 642,468 Gross profit 448,140 74,855 — 522,995 Selling, general and administrative 48,854 33,265 74,080 156,199 Research and development 130,412 7,131 — 137,543 Intellectual property legal development expenses 12,509 515 — 13,024 Acquisition, transaction-related and integration expenses 114,622 — 102,251 216,873 Restructuring expenses 21,912 2,394 18,003 42,309 Operating income (loss) $ 119,831 $ 31,550 $ (194,334 ) $ (42,953 ) Three Months Ended September 30, 2017 Generics Specialty Pharma Corporate Total Net revenue $ 254,733 $ — $ — $ 254,733 Cost of goods sold 119,720 — — 119,720 Gross profit 135,013 — — 135,013 Selling, general and administrative 15,030 — 12,410 27,440 Research and development 41,323 — — 41,323 Intellectual property legal development expenses 6,693 — — 6,693 Legal settlement gain (21,467 ) — — (21,467 ) Acquisition and transaction-related expenses — — 2,271 2,271 Operating income (loss) $ 93,434 $ — $ (14,681 ) $ 78,753 Nine Months Ended September 30, 2017 Generics Specialty Pharma Corporate Total Net revenue $ 740,285 $ — $ — $ 740,285 Cost of goods sold 365,523 — — 365,523 Gross profit 374,762 — — 374,762 Selling, general and administrative 44,838 — 37,242 82,080 Research and development 127,926 — — 127,926 Intellectual property legal development expenses 17,786 — — 17,786 Legal settlement gain (21,467 ) — — (21,467 ) Acquisition and transaction-related expenses — — 2,353 2,353 Operating income (loss) $ 205,679 $ — $ (39,595 ) $ 166,084 Significant Products The Company generally consolidates net revenue by "product family," meaning that it consolidates net revenue from products containing the same active ingredient(s) irrespective of dosage strength, delivery method or packaging size. The Company's significant product families, as determined based on net revenue, and their percentage of the Company's consolidated net revenue for each of the three and nine months ended September 30, 2018 and 2017 are set forth below (in thousands, except for percentages): Segment Product Family Three Months Ended September 30, 2018 $ % Generics Yuvafem-Estradiol $ 48,466 10 % Specialty Pharma Rytary® family $ 33,073 7 % Generics Epinephrine Auto-Injector family (generic Adrenaclick®) $ 30,259 6 % Generics Diclofenac Sodium Gel $ 26,455 6 % Generics Aspirin; Dipyridamole ER Capsul $ 22,777 5 % Segment Product Family Three Months Ended September 30, 2017 $ % Generics Aspirin; Dipyridamole ER Capsul $ 29,539 12 % Generics Yuvafem-Estradiol $ 29,317 12 % Generics Diclofenac Sodium Gel $ 23,903 9 % Generics Oseltamivir $ 19,383 8 % Generics Lidocaine $ 8,685 3 % Segment Product Family Nine Months Ended September 30, 2018 $ % Generics Yuvafem-Estradiol $ 106,477 9 % Generics Diclofenac Sodium Gel $ 78,551 7 % Generics Aspirin; Dipyridamole ER Capsul $ 67,718 6 % Specialty Pharma Rytary® family $ 53,593 5 % Generics Epinephrine Auto-Injector family (generic Adrenaclick®) $ 49,425 4 % Segment Product Family Nine Months Ended September 30, 2017 $ % Generics Yuvafem-Estradiol $ 100,094 14 % Generics Diclofenac Sodium Gel $ 66,023 9 % Generics Aspirin; Dipyridamole ER Capsul $ 45,133 6 % Generics Lidocaine $ 24,563 3 % Generics Atovaquone $ 23,198 3 % |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation Although the Company has a minority economic interest in Amneal, it is Amneal’s sole managing member, having the sole voting power to make all of Amneal’s business decisions and control its management. Therefore, the Company consolidates the financial statements of Amneal and its subsidiaries. The Company’s consolidated financial statements are a continuation of Amneal’s financial statements, with adjustments to equity to reflect the Combination, the PIPE and non-controlling interests for the portion of Amneal’s economic interests that is not held by the Company. Prior to the closing of the Combination and PIPE, the Company did not conduct any activities other than those incidental to the formation of it and Merger Sub and the matters contemplated by the BCA and had no operations and no material assets or liabilities. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company's management to make estimates and assumptions that affect the reported financial position at the date of the financial statements and the reported results of operations during the reporting period. Such estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities in the consolidated financial statements and accompanying notes. The following are some, but not all, of such estimates: the determination of chargebacks, sales returns, rebates, bill backs, allowances for accounts receivable, accrued liabilities, stock-based compensation, valuation of inventory balances, the determination of useful lives for product rights and the assessment of expected cash flows used in evaluating goodwill and other long-lived assets for impairment. Actual results could differ from those estimates. |
Revenue Recognition | Revenue Recognition On January 1, 2018, the Company adopted Accounting Standards Update ("ASU") 2014-09, "Revenue from Contracts with Customers and associated ASUs (collectively "Topic 606"), which sets forth a new five-step revenue recognition model which replaces the prior revenue recognition guidance in its entirety and is intended to eliminate numerous industry-specific sections of revenue recognition guidance that have historically existed. When assessing its revenue recognition, the Company performs the following five steps in accordance with Topic 606: (i) identify the contract with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies the performance obligation. The Company recognizes revenue when it transfers control of its products to customers, in an amount that reflects the consideration to which the Company expects to be entitled to receive in exchange for those products. For further details on the Company’s revenue recognition policies under Topic 606, refer to Note 4. Revenue Recognition. |
Stock-Based Compensation | Stock-Based Compensation The Company’s stock-based compensation consists of stock options and restricted stock units ("RSUs") awarded to employees and non-employee directors. Stock options are measured at their fair value on the grant date or date of modification, as applicable. RSUs are measured at the stock price on the grant date or date of modification, as applicable. The Company recognizes compensation expense on a straight-line basis over the requisite service and/or performance period, as applicable. Forfeitures of awards are accounted for as a reduction in stock-based compensation expense in the period such awards are forfeited. The Company's policy is to issue new shares upon option exercises and RSU vestings. |
Foreign Currencies | Foreign Currencies The Company has operations in the U.S., Switzerland, India, the U.K., Ireland, and other international jurisdictions. The results of its non-U.S. dollar based operations are translated to U.S. Dollars at the average exchange rates during the period. Assets and liabilities are translated at the rate of exchange prevailing on the balance sheet date. Investment accounts are translated at historical exchange rates. Translation adjustments are accumulated in a separate component of stockholders’/members’ deficit in the consolidated balance sheet and are included in the determination of comprehensive income. Transaction gains and losses are included in the determination of net income (loss) in the Company consolidated statements of operations as a component of foreign exchange gains and losses. Such foreign currency transaction gains and losses include fluctuations related to long term intercompany loans that are payable in the foreseeable future. |
Business Combinations | Business Combinations Business combinations are accounted for using the acquisition method of accounting. Under the acquisition method, the acquiring entity in a business combination records the assets acquired and liabilities assumed at the date of acquisition at their fair values. Any excess of the purchase price over the fair value of net assets and other identifiable intangible assets acquired is recorded as goodwill. Acquisition-related costs, primarily professional fees, are expensed as incurred. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents consist of cash on deposit and highly liquid investments with original maturities of three months or less. A portion of the Company’s cash flows are derived outside the U.S. As a result, the Company is subject to market risk associated with changes in foreign exchange rates. The Company maintains cash balances at both U.S. based and foreign based commercial banks. At various times during the year, cash balances in the U.S. may exceed amounts that are insured by the Federal Deposit Insurance Corporation ("FDIC"). |
Restricted Cash | Restricted Cash At September 30, 2018 and December 31, 2017 , respectively, the Company had restricted cash balances of $7.0 million and $3.8 million in its bank accounts primarily related to the purchase of certain land and equipment |
Accounts Receivable and Allowance for Doubtful Accounts | Accounts Receivable and Allowance for Doubtful Accounts Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is management’s best estimate of the amount of probable collection losses in the Company’s existing accounts receivable. Management determines the allowance based on historical experience along with the present knowledge of potentially uncollectible accounts. Account balances are charged off against the allowance when management believes it is probable the receivable will not be recovered. The Company does not have any off-balance-sheet credit exposure related to customers. |
Inventories | Inventories Inventories consist of finished goods held for sale, raw materials, and work in process. Inventories are stated at net realizable value, with cost determined using the first-in, first-out method. Adjustments for excess and obsolete inventories are established based upon historical experience and management’s assessment of current product demand. These assessments include inventory obsolescence based on its expiration date, damaged or rejected product, and slow-moving products. |
Property, Plant and Equipment | Property, Plant, and Equipment Property, plant, and equipment are stated at historical cost less accumulated depreciation. Depreciation expense is computed primarily using the straight-line method over the estimated useful lives of the assets, which are as follows: Asset Classification Estimated Useful Life Buildings 30 years Computer equipment 5 years Furniture and fixtures 7 years Leasehold improvements Shorter of asset's useful life or remaining life of lease Machinery and equipment 7 years Vehicles 5 years Upon retirement or disposal, the cost of the asset disposed and the accumulated depreciation are removed from the accounts, and any gain or loss is reflected as part of operating income (loss) in the period of disposal. Expenditures that significantly increase value or extend useful lives of property, plant, and equipment are capitalized, whereas those for normal maintenance and repairs are expensed. The Company capitalizes interest on borrowings during the construction period of major capital projects as part of the related asset and amortizes the capitalized interest into earnings over the related asset’s remaining useful life. |
In-Process Research and Development | In-Process Research and Development The fair value of in-process research and development ("IPR&D") acquired in a business combination is determined based on the present value of each research project’s projected cash flows using an income approach. Revenues are estimated based on relevant market size and growth factors, expected industry trends, individual project life cycles and the life of each research project’s underlying marketability. In determining the fair value of each research project, expected cash flows are adjusted for certain risks of completion, including technical and regulatory risk. The value attributable to IPR&D projects at the time of acquisition is capitalized as an indefinite-lived intangible asset and tested for impairment until the project is completed or abandoned. Upon completion of the project, the indefinite-lived intangible asset is then accounted for as a finite-lived intangible asset and amortized on a straight-line basis over its estimated useful life. If the project is abandoned, the indefinite-lived intangible asset is charged to expense. Intangible assets with indefinite lives, including IPR&D, are tested for impairment if impairment indicators arise and, at a minimum, annually. However, an entity is permitted to first assess qualitative factors to determine if a quantitative impairment test is necessary. Further testing is only required if the entity determines, based on the qualitative assessment, that it is more likely than not that an indefinite-lived intangible asset’s fair value is less than its carrying amount. Otherwise, no further impairment testing is required. The indefinite-lived intangible asset impairment test consists of a one-step analysis that compares the fair value of the intangible asset with its carrying amount. If the carrying amount of an intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. The Company considers many factors in evaluating whether the value of its intangible assets with indefinite lives may not be recoverable, including, but not limited to, expected growth rates, the cost of equity and debt capital, general economic conditions, the Company's outlook and market performance of the Company's industry and recent and forecasted financial performance. |
Goodwill | Goodwill Goodwill, which represents the excess of purchase price over the fair value of net assets acquired, is carried at cost. Goodwill is not amortized; rather, it is subject to a periodic assessment for impairment by applying a fair value based test. The Company reviews goodwill for possible impairment annually during the fourth quarter, or whenever events or circumstances indicate that the carrying amount may not be recoverable. The impairment model prescribes a two-step method for determining goodwill impairment. However, an entity is permitted to first assess qualitative factors to determine whether the two-step goodwill impairment test is necessary. The qualitative factors considered by the Company may include, but are not limited to, general economic conditions, the Company’s outlook, market performance of the Company’s industry and recent and forecasted financial performance. Further testing is only required if the entity determines, based on the qualitative assessment, that it is more likely than not that a reporting unit’s fair value is less than its carrying amount. Otherwise, no further impairment testing is required. In the first step, the Company determines the fair value of its reporting unit using a discounted cash flow analysis. If the net book value of the reporting unit exceeds its fair value, the Company then performs the second step of the impairment test, which requires allocation of the reporting unit’s fair value to all of its assets and liabilities using the acquisition method prescribed under authoritative guidance for business combinations with any residual fair value being allocated to goodwill. An impairment charge is recognized when the implied fair value of the Company’s reporting unit’s goodwill is less than its carrying amount. Assumptions and estimates used in the evaluation of impairment may affect the carrying value of long-lived assets, which could result in impairment charges in future periods. Such assumptions include projections of future cash flows and the current fair value of the asset. |
Impairment of Long-Lived Assets (Including Intangible Assets with Finite Lives) | Impairment of Long-Lived Assets (Including Intangible Assets with Finite Lives) The Company reviews its long-lived assets, including intangible assets with finite lives, for recoverability whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable. The Company evaluates assets for potential impairment by comparing estimated future undiscounted net cash flows to the carrying amount of the asset. If the carrying amount of the assets exceeds the estimated future undiscounted cash flows, impairment is measured based on the difference between the carrying amount of the assets and fair value which is generally an expected present value cash flow technique. Management’s policy in determining whether an impairment indicator exists comprises measurable operating performance criteria as well as other qualitative measures. Intangible assets, other than indefinite-lived intangible assets, are amortized over the estimated useful life of the asset based on the pattern in which the economic benefits are expected to be consumed or otherwise used up or, if that pattern is not readily determinable, on a straight-line basis. The useful life is the period over which the assets are expected to contribute directly or indirectly to future cash flows. Intangible assets are not written-off in the period of acquisition unless they become impaired during that period. The Company regularly evaluates the remaining useful life of each intangible asset that is being amortized to determine whether events and circumstances warrant a revision to the remaining period of amortization. If the estimate of the intangible asset’s remaining useful life is changed, the remaining carrying amount of the intangible asset is amortized prospectively over that revised remaining useful life. |
Income Taxes | Income Taxes The Company accounts for income taxes in accordance with ASC 740, Accounting for Income Taxes ("ASC 740"), which requires the recognition of tax benefits or expenses on temporary differences between the financial reporting and tax bases of its assets and liabilities by applying the enacted tax rates in effect for the year in which the differences are expected to reverse. Such net tax effects on temporary differences are reflected on the Company’s consolidated balance sheets as deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when the Company believes that it is more-likely-than-not that some portion or all of the deferred tax assets will not be realized. ASC 740-10 prescribes a two-step approach for the recognition and measurement of tax benefits associated with the positions taken or expected to be taken in a tax return that affect amounts reported in the financial statements. The Company has reviewed and will continue to review the conclusions reached regarding uncertain tax positions, which may be subject to review and adjustment at a later date based on ongoing analyses of tax laws, regulations and interpretations thereof. To the extent that the Company’s assessment of the conclusions reached regarding uncertain tax positions changes as a result of the evaluation of new information, such change in estimate will be recorded in the period in which such determination is made. The Company reports income tax-related interest and penalties relating to uncertain tax positions, if applicable, as a component of income tax expense. |
Comprehensive Income (Loss) | Comprehensive Income (Loss) Comprehensive income (loss) includes net income and all changes in equity for cumulative translation adjustments resulting from the consolidation of foreign subsidiaries’ financial statements. |
Research and Development/Intellectual Property Legal Development Expenses | Research and Development Research and development ("R&D") activities are expensed as incurred. Primarily R&D costs consist of direct and allocated expenses incurred with the process of formulation, clinical research, and validation associated with new product development. Upfront and milestone payments made to third parties in connection with R&D collaborations are expensed as incurred up to the point of regulatory approval or when there is no alternative future use. Intellectual Property Legal Development Expenses The Company expenses external intellectual property legal development expenses as incurred. These costs relate to legal challenges of innovator’s patents for invalidity or non-infringement, which are customary in the generic pharmaceutical industry, and are incurred predominately during development of a product and prior to regulatory approval. Associated costs include, but are not limited to, formulation assessments, patent challenge opinions and strategy, and litigation expenses to defend the intellectual property supporting the Company's regulatory filings. |
Shipping Costs | Shipping Costs The Company records the costs of shipping product to its customers as a component of selling, general, and administrative expenses as incurred. |
Recently Adopted and Recently Issued Accounting Pronouncements | Recently Adopted Accounting Pronouncements In May 2017, the FASB issued Accounting Standards Update ("ASU") 2017-09, Compensation-Stock Compensation (Topic 718): Scope of Modification Accounting , which provides guidance about which changes to the terms or conditions of a stock-based payment award require an entity to apply modification accounting in Topic 718. The guidance will be effective for annual and interim periods beginning after December 15, 2017, with early adoption permitted. The amendments in this ASU should be applied prospectively to an award modified on or after the adoption date. The Company adopted ASU 2017-09 on January 1, 2018 and it did not have an effect on the Company’s consolidated financial statements. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (a consensus of the FASB Emerging Issues Task Force) , to clarify how entities should present restricted cash and restricted cash equivalents in the statement of cash flows. The guidance requires entities to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. As a result, entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. The guidance should be applied retrospectively and is effective for the annual period beginning after December 15, 2018. The Company early adopted ASU 2016-18 on January 1, 2018. This guidance was applied retrospectively and, accordingly, prior period amounts have been revised. In October 2016, the FASB issued ASU 2016-16 , Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory , that will require companies to account for the income tax effects of intercompany transfers of assets other than inventory (e.g., intangible assets) when the transfer occurs. The guidance is effective for annual periods beginning after December 15, 2018 and interim periods within annual periods beginning after December 15, 2019. Early adoption is permitted as of the beginning of an annual period (i.e., early adoption is permitted only in the first interim period). The Company early adopted ASU 2016-16 on January 1, 2018 and it did not have an effect on the Company's consolidated financial statements. In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (a consensus of the Emerging Issues Task Force) , to clarify how entities should classify certain cash receipts and cash payments on the statement of cash flows. The new guidance also clarifies how the predominance principle should be applied when cash receipts and cash payments have aspects of more than one class of cash flows. The guidance will be applied retrospectively and is effective for the Company for the annual period beginning after December 15, 2018. Early adoption is permitted. The Company early adopted ASU 2016-15 on January 1, 2018 and it did not have an effect on the Company’s consolidated financial statements. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers . Subsequent to the issuance of Topic 606, the FASB clarified the guidance through several Accounting Standard Updates. This guidance represents a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which that company expects to be entitled to receive in exchange for those goods or services. This update sets forth a new five-step revenue recognition model which replaces the prior revenue recognition guidance in its entirety and is intended to eliminate numerous industry-specific pieces of revenue recognition guidance that have historically existed. On January 1, 2018, the Company adopted Accounting Standards Codification ("ASC") 2014-09 and associated ASU's (collectively "Topic 606"), using the modified retrospective method, applied to all contracts not completed as of the date of adoption. This method requires the cumulative effect of the adoption to be recognized as an adjustment to opening retained earnings in the period of adoption. The Company recorded a $5.0 million reduction to accumulated deficit as of January 1, 2018 due to the cumulative impact of adoption Topic 606. There is an acceleration of revenue for certain product sale arrangements which are designed to include profit share payments upon the customer’s sell-through of certain products purchased from the Company. Previously under Topic 605, the Company deferred revenue until its customers sold the product through to their end customers, at which point the Company considered the profit share payments to be earned and collection reasonably assured. Under Topic 606, an estimate of the profit share payments is included in the transaction price as variable consideration and is recognized at the time the Company transfers control of the product to its customer. This change resulted in a cumulative-effect adjustment upon adoption of the ASU as of January 1, 2018 which was not material to the financial statements. In the second quarter of 2018, the Company made a correction to the cumulative impact adjustment as of January 1, 2018 by reducing accumulated deficit by $1.7 million . The Company does not believe that this adjustment is material to its financial statements and it had no impact on any prior periods. Refer to Note 4. Revenue Recognition for additional disclosures required by Topic 606. Recently Issued Accounting Pronouncements In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 82): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement, which modifies the disclosure requirements on fair value measurement. The guidance is effective for annual periods beginning after December 15, 2019 and interim periods within those annual periods, and early adoption is permitted. The Company is currently evaluating the impact that the standard will have on its consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment that eliminates the requirement to calculate the implied fair value of goodwill (i.e., Step 2 of today’s goodwill impairment test) to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value (i.e., measure the charge based on today’s Step 1). The standard will be applied prospectively and is effective for the Company’s annual and interim impairment tests performed in periods beginning after December 15, 2019. Early adoption is permitted for annual and interim goodwill impairment testing dates after January 1, 2017. The Company is evaluating the impact of this new guidance on its consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments , guidance that changes the impairment model for most financial assets including trade receivables and certain other instruments that are not measured at fair value through net income. The standard will replace today’s "incurred loss" approach with an "expected loss" model for instruments measured at amortized cost and require entities to record allowances for available-for-sale debt securities rather than reduce the carrying amount, as they do today under the other-than-temporary impairment model. It also simplifies the accounting model for purchased credit-impaired debt securities and loans. Entities will apply the standard’s provisions as a cumulative effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The guidance is effective for the Company for the annual period beginning after December 15, 2019. The Company is evaluating the impact of this new guidance on its consolidated financial statements. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) to improve financial reporting of leasing transactions. Topic 842 requires lessees to recognize most leases on their balance sheet, makes selected changes to lessor accounting and requires disclose of additional key information about leases. In July 2018, the FASB issued clarifying guidance to the topic in ASU No. 2018-11 and No. 2018-10, “Leases (Topic 842),” which defined several practical expedients for adoption and clarified new accounting methodologies. The standard is effective for annual and interim reporting periods beginning after December 15, 2018. The Company will adopt Topic 842 on a modified retrospective basis, applying the transition requirements as of January 1, 2019. As part of the Company's impact assessment, it has performed an initial scoping exercise and preliminarily determined its lease population. A framework for the lease identification process has been developed and the Company is currently evaluating the lease population to determine its transition adjustment. Additionally, the Company is in the process of assessing any potential impacts on its internal controls and processes related to both the implementation and ongoing compliance of the new guidance. The Company is assessing the impact of the practical expedients, but anticipates electing to apply them. The Company plans to adopt the new guidance using a modified retrospective approach and upon adoption, there will be an increase to the Company's long-term assets and liabilities as a result of its minimum lease obligations. In January 2016, the FASB issued ASU 2016-01, Financial Instruments—Overall (Subtopic 825-10), Recognition and Measurement of Financial Assets and Financial Liabilities , which addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. The guidance is effective for annual periods and interim periods within those annual periods beginning after December 15, 2018, and early adoption is not permitted. The Company is currently evaluating the impact that the standard will have on its consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Summary of Valuation Allowance | A rollforward of the major categories of sales-related deductions for the nine months ended September 30, 2018 is as follows (in thousands): Contract Charge-backs and Sales Volume Allowances Cash Discount Allowances Accrued Returns Allowance Accrued Medicaid and Commercial Rebates Balance at January 1, 2018 $ 453,703 $ 20,408 $ 45,175 $ 12,911 Liabilities assumed from acquisitions 221,561 11,781 98,533 49,743 Provision related to sales recorded in the period 2,372,877 81,208 52,444 78,073 Credits issued during the period (2,422,623 ) (83,721 ) (56,454 ) (51,785 ) Balance at September 30, 2018 $ 625,518 $ 29,676 $ 139,698 $ 88,942 |
Property, Plant, and Equipment | Depreciation expense is computed primarily using the straight-line method over the estimated useful lives of the assets, which are as follows: Asset Classification Estimated Useful Life Buildings 30 years Computer equipment 5 years Furniture and fixtures 7 years Leasehold improvements Shorter of asset's useful life or remaining life of lease Machinery and equipment 7 years Vehicles 5 years Property, plant, and equipment is comprised of the following (in thousands): September 30, 2018 December 31, 2017 Land $ 17,892 $ 5,275 Buildings 233,478 227,864 Leasehold improvements 100,322 70,354 Machinery and equipment 308,718 260,637 Furniture and fixtures 10,508 18,415 Vehicles 1,385 1,517 Computer equipment 34,599 26,831 Construction-in-progress 53,665 32,235 Total property, plant, and equipment 760,567 643,128 Less: Accumulated depreciation (193,069 ) (156,370 ) Property, plant, and equipment, net $ 567,498 $ 486,758 Depreciation recognized and interest capitalized and included in property, plant, and equipment by the Company is as follows (in thousands): Three Months Nine Months 2018 2017 2018 2017 Depreciation $ 17,358 $ 10,680 $ 45,801 $ 30,043 |
Acquisitions and Divestitures (
Acquisitions and Divestitures (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Schedule of Purchase Price, Net of Cash Acquired | The purchase price, net of cash acquired, is calculated as follows (in thousands, except share amount and price per share): Fully diluted Impax share number (1) 73,288,792 Closing quoted market price of an Impax common share on May 4, 2018 $ 18.30 Equity consideration - subtotal $ 1,341,185 Add: Fair value of Impax stock options as of May 4, 2018 (2) 22,610 Total equity consideration 1,363,795 Add: Extinguishment of certain Impax obligations, including accrued and unpaid interest 320,290 Less: Cash acquired (37,907 ) Purchase price, net of cash acquired $ 1,646,178 (1) Represents shares of Impax Common Stock issued and outstanding immediately prior to the Combination (2) Represents the fair value of 3.0 million fully vested Impax stock options valued using the Black-Scholes options pricing model. |
Schedule of Purchase Price Allocation | The following is a summary of the preliminary purchase price allocation for the Gemini acquisition (in thousands): Preliminary Fair Values Trade accounts receivable, net $ 8,158 Inventories 1,851 Prepaid expenses and other current assets 3,795 Property, plant and equipment, net 11 Goodwill 1,500 Intangible assets 142,740 Other 324 Total assets acquired 158,379 Accounts payable 1,764 Accrued expenses and other current liabilities 14,644 License liability 20,000 Total liabilities assumed 36,408 Net assets acquired $ 121,971 The following is a summary of the preliminary purchase price allocation for the Impax acquisition (in thousands): Preliminary Fair Values Trade accounts receivable, net $ 206,749 Inventories 186,498 Prepaid expenses and other current assets 91,430 Property, plant and equipment 87,472 Goodwill 384,905 Intangible assets 1,584,488 Other 56,652 Total assets acquired 2,598,194 Accounts payable 47,912 Accrued expenses and other current liabilities 270,911 Long-term debt 599,400 Other long-term liabilities 33,793 Total liabilities assumed 952,016 Net assets acquired $ 1,646,178 |
Schedule of Acquired Intangible Assets | The acquired intangible assets are being amortized over their estimated useful lives as follows (in thousands): Preliminary Fair Values Weighted-Average Useful Life (Years) Marketed product rights $ 1,045,617 12.9 The acquired intangible assets are being amortized over their estimated useful lives as follows (in thousands): Preliminary Fair Values Weighted-Average Useful Life Product rights for licensed / developed technology $ 110,350 10 years Product rights for developed technologies 5,500 9 years Product rights for out-licensed generics royalty agreement 390 2 years $ 116,240 |
Schedule of Business Acquisition Pro Forma Data | The unaudited pro forma combined results of operations for the three and nine months ended September 30, 2018 and 2017 (assuming the closing of the Combination occurred on January 1, 2017) are as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Net revenue $ 476,487 $ 461,125 $ 1,341,555 $ 1,333,162 Net income (loss) $ 17,465 $ (29,975 ) $ (143,585 ) $ (370,286 ) Net income (loss) attributable to Amneal Pharmaceuticals, Inc. $ 6,952 $ (3,374 ) $ (21,502 ) $ (145,065 ) |
Restructuring and Other Charg_2
Restructuring and Other Charges (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs | The charges related to restructuring impacted segment earnings as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Generic (2,885 ) $ — 21,912 $ — Specialty (27 ) — 2,394 — Corporate 756 — 18,003 — Total restructuring charges $ (2,156 ) $ — $ 42,309 $ — |
Schedule of Restructuring Reserve | The following table shows the change in the employee separation-related liability associated with the Company's restructuring programs (in thousands): Employee Separation Balance at December 31, 2017 $ — Liabilities assumed in Impax acquisition 2,199 Charges to income 45,405 Change in estimated liability (3,096 ) Payments (18,079 ) Balance at September 30, 2018 $ 26,429 |
Acquisition, Transaction-Rela_2
Acquisition, Transaction-Related and Integration Expenses (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Schedule of Acquisition, Transaction-Related and Integration Expenses | The following table sets forth the components of the Company’s acquisition, transaction-related and integration expenses for the three and nine months ended September 30, 2018 and 2017 . Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Acquisition, transaction-related and integration expenses 1 $ 2,231 $ 2,271 $ 30,374 $ 2,353 Profit Participation Units 2 — — 158,757 — Transaction-related bonus 3 — — 27,742 — Total $ 2,231 $ 2,271 $ 216,873 $ 2,353 1 Acquisition, transaction-related and integration expenses include professional service fees (e.g. legal, investment banking and accounting), information technology systems conversions, and contract termination/renegotiation costs. 2 Profit Participation Units expense relates to the accelerated vesting of certain of Amneal's profit participation units that occurred prior to the Closing of the Combination for current and former employees of Amneal for service prior to the Combination (see additional information in the paragraph below and Note 19. Stockholders' Equity/ Members' Deficit). 3 Transaction-related bonus is a cash bonus that was funded by Holdings for employees of Amneal for service prior to the closing of the Combination (see additional information in Note 19. Stockholders' Equity/ Members' Deficit). |
Earnings per Share (Tables)
Earnings per Share (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted earnings per share of Class A Common Stock and Class B-1 Common Stock (in thousands, except per share amounts): Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Numerator: Net income (loss) attributable to Amneal Pharmaceuticals, Inc. $ 6,952 $ — $ (12,152 ) $ — Denominator: Weighted-average shares of Class A Common Stock and Class B-1 Common Stock outstanding-basic 127,247 127,196 Effect of dilutive securities: Stock options 661 — Restricted stock units 314 — Weighted-average shares of Class A Common Stock and Class B-1 Common Stock outstanding-diluted 128,222 127,196 Net income (loss) per share attributable to Amneal Pharmaceuticals, Inc.'s common stockholders: Class A and Class B-1 basic $0.05 $(0.10) Class A and Class B-1 diluted $0.05 $(0.10) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The following table presents potentially dilutive securities excluded from the computations of diluted earnings per share of Class A Common Stock and Class B-1 Common Stock (in thousands). Three Months Ended September 30, Nine Months Ended September 30, 2018 2017 2018 2017 Stock options 965 (1) — 5,862 (2) — Restricted stock units — — 1,324 (2) — Shares of Class B Common Stock 171,261 (3) — 171,261 (3) — (1) Excluded from the computation of diluted earnings per share of Class A Common Stock and Class B-1 Common Stock because the exercise price of the stock options exceeded the average market price of the Class A Common Stock during the period (out-of-the-money). (2) Excluded from the computation of diluted earnings per share of Class A Common Stock and Class B-1 Common Stock because the effect of their inclusion would have been anti-dilutive since there was a net loss attributable to the Company for the nine months ended September 30, 2018. (3) Shares of Class B Common Stock are considered potentially dilutive shares of Class A Common Stock and Class B-1 Common Stock. Shares of Class B Common Stock have been excluded from the computations of diluted earnings per share of Class A Common Stock and Class B-1 Common Stock because the effect of their inclusion would have been anti-dilutive under the if-converte |
Trade Accounts Receivable, Net
Trade Accounts Receivable, Net (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Receivables [Abstract] | |
Schedule of Trade Accounts Receivable, Net | Trade accounts receivable, net is comprised of the following (in thousands): September 30, 2018 December 31, 2017 Gross accounts receivable $ 1,298,867 $ 827,302 Allowance for doubtful accounts (2,644 ) (1,824 ) Contract charge-backs and sales volume allowances (625,518 ) (453,703 ) Cash discount allowances (29,676 ) (20,408 ) Subtotal (657,838 ) (475,935 ) Trade accounts receivable, net $ 641,029 $ 351,367 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | Inventories, net of reserves, are comprised of the following (in thousands): September 30, 2018 December 31, 2017 Raw materials $ 205,144 $ 140,051 Work in process 51,068 38,146 Finished goods 234,556 105,841 Inventories $ 490,768 $ 284,038 |
Schedule of Inventory, Noncurrent | Inventories, net of reserves, are comprised of the following (in thousands): September 30, 2018 December 31, 2017 Raw materials $ 205,144 $ 140,051 Work in process 51,068 38,146 Finished goods 234,556 105,841 Inventories $ 490,768 $ 284,038 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets are comprised of the following (in thousands): September 30, 2018 December 31, 2017 Deposits and advances $ 1,617 $ 1,851 Prepaid insurance 7,069 3,154 Prepaid regulatory fees 701 5,926 Income tax receivable 74,782 — Other current receivables 18,363 15,150 Other prepaid assets 23,854 16,315 Total prepaid expenses and other current assets $ 126,386 $ 42,396 |
Property, Plant, and Equipment
Property, Plant, and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant, and Equipment | Depreciation expense is computed primarily using the straight-line method over the estimated useful lives of the assets, which are as follows: Asset Classification Estimated Useful Life Buildings 30 years Computer equipment 5 years Furniture and fixtures 7 years Leasehold improvements Shorter of asset's useful life or remaining life of lease Machinery and equipment 7 years Vehicles 5 years Property, plant, and equipment is comprised of the following (in thousands): September 30, 2018 December 31, 2017 Land $ 17,892 $ 5,275 Buildings 233,478 227,864 Leasehold improvements 100,322 70,354 Machinery and equipment 308,718 260,637 Furniture and fixtures 10,508 18,415 Vehicles 1,385 1,517 Computer equipment 34,599 26,831 Construction-in-progress 53,665 32,235 Total property, plant, and equipment 760,567 643,128 Less: Accumulated depreciation (193,069 ) (156,370 ) Property, plant, and equipment, net $ 567,498 $ 486,758 Depreciation recognized and interest capitalized and included in property, plant, and equipment by the Company is as follows (in thousands): Three Months Nine Months 2018 2017 2018 2017 Depreciation $ 17,358 $ 10,680 $ 45,801 $ 30,043 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in goodwill for the nine months ended September 30, 2018 and for the year ended December 31, 2017 were as follows (in thousands): For the nine months ended September 30, 2018 For the year ended December 31, 2017 Balance, beginning of period $ 26,444 $ 28,441 Goodwill acquired during the period 386,405 — Goodwill divested during the period — (3,895 ) Currency translation (2,233 ) 1,898 Balance, end of period $ 410,616 $ 26,444 |
Schedule of Indefinite-Lived Intangible Assets | Intangible assets at September 30, 2018 and December 31, 2017 is comprised of the following (in thousands): September 30, 2018 December 31, 2017 Weighted-Average Amortization Period (in years) Cost Accumulated Amortization Net Cost Accumulated Amortization Net Amortizing intangible assets: Product rights 12.2 $ 1,217,538 $ (59,831 ) $ 1,157,707 $ 49,700 $ (17,210 ) $ 32,490 Customer relationships 14.7 7,166 (1,911 ) 5,255 7,421 (1,072 ) 6,349 Marketing authorizations 2.9 74 (48 ) 26 76 (43 ) 33 Licenses 11.3 3,000 (750 ) 2,250 3,000 (600 ) 2,400 Trade names 14.7 2,606 (695 ) 1,911 2,699 (522 ) 2,177 Total $ 1,230,384 $ (63,235 ) $ 1,167,149 $ 62,896 $ (19,447 ) $ 43,449 In-process research and development 565,871 — 565,871 1,150 — 1,150 Total intangible assets $ 1,796,255 $ (63,235 ) $ 1,733,020 $ 64,046 $ (19,447 ) $ 44,599 |
Schedule of Finite-Lived Intangible Assets | Intangible assets at September 30, 2018 and December 31, 2017 is comprised of the following (in thousands): September 30, 2018 December 31, 2017 Weighted-Average Amortization Period (in years) Cost Accumulated Amortization Net Cost Accumulated Amortization Net Amortizing intangible assets: Product rights 12.2 $ 1,217,538 $ (59,831 ) $ 1,157,707 $ 49,700 $ (17,210 ) $ 32,490 Customer relationships 14.7 7,166 (1,911 ) 5,255 7,421 (1,072 ) 6,349 Marketing authorizations 2.9 74 (48 ) 26 76 (43 ) 33 Licenses 11.3 3,000 (750 ) 2,250 3,000 (600 ) 2,400 Trade names 14.7 2,606 (695 ) 1,911 2,699 (522 ) 2,177 Total $ 1,230,384 $ (63,235 ) $ 1,167,149 $ 62,896 $ (19,447 ) $ 43,449 In-process research and development 565,871 — 565,871 1,150 — 1,150 Total intangible assets $ 1,796,255 $ (63,235 ) $ 1,733,020 $ 64,046 $ (19,447 ) $ 44,599 |
Finite-lived Intangible Assets Amortization Expense | Amortization expense related to intangible assets recognized is as follows (in thousands): Three Months Nine Months 2018 2017 2018 2017 Amortization $ 25,655 $ 1,278 $ 44,109 $ 3,051 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The following table presents future amortization expense for the next five years and thereafter, excluding $565.9 million of IPR&D intangible assets (in thousands). Future Amortization Remainder of 2018 $ 25,959 2019 115,347 2020 126,061 2021 141,879 2022 145,339 2023 124,238 Thereafter 488,326 Total $ 1,167,149 |
Accounts Payable and Accrued _2
Accounts Payable and Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accounts payable and accrued liabilities are comprised of the following (in thousands): September 30, 2018 December 31, 2017 Accounts payable $ 124,539 $ 70,013 Accrued returns allowance 139,698 45,175 Accrued compensation 72,624 23,954 Accrued Medicaid and commercial rebates 88,942 12,911 Accrued royalties 19,625 2,970 Estimated Teva and Allergan chargebacks and rebates 1 13,537 — Medicaid reimbursement accrual 15,000 15,000 Accrued professional fees 8,652 938 Accrued other 30,505 23,818 Total accounts payable and accrued expenses $ 513,122 $ 194,779 1 In connection with Impax's August 2016 acquisition of certain assets from Teva Pharmaceuticals USA, Inc. ("Teva") and Allergan plc ("Allergan"), Impax agreed to manage the payment process for certain commercial chargebacks and rebates on behalf of Teva and Allergan related to products each of Teva and Allergan sold into the channel prior to Impax's acquisition of the products. On August 18, 2016, Impax received a payment totaling $42.4 million from Teva and Allergan, which represented their combined estimate of the amount of commercial chargebacks and rebates to be paid by Impax on their behalf to wholesalers who purchased products from Teva and Allergan prior to the closing. Pursuant to the agreed upon transition services, Teva and Allergan are obligated to reimburse Impax for additional payments related to chargebacks and rebates for products they sold into the channel prior to the closing and made on their behalf in excess of the $42.4 million . If the total payments made by Impax on behalf of Teva and Allergan are less than $42.4 million , Impax is obligated to refund the difference to Teva and/or Allergan. As of September 30, 2018 , $13.5 million remained in accounts payable and accrued expenses. |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | The following is a summary of the Company's total indebtedness (in thousands): September 30, 2018 December 31, 2017 Senior Credit Facility – Term Loan due May 2025 $ 2,692,626 $ — Senior Credit Facility – ABL 100,000 Financing Obligations 39,411 40,298 Other 624 — Senior Credit Facility – Term Loan — 1,378,160 Senior Credit Facility – Revolver — 75,000 Total debt and financing obligations 2,832,661 1,493,458 Less: debt issuance costs (35,859 ) (8,715) Total debt and financing obligations, net of debt issuance costs 2,796,802 1,484,743 Less: current portion of long-term debt and financing obligations (121,694) (89,482) Total long-term debt and financing obligations, net $ 2,675,108 $ 1,395,261 |
Schedule of Future Minimum Lease Payments for Capital Leases | The monthly payments required under the terms of the non-cancelable lease agreement over the next five years and thereafter as follows (in thousands): Payments Due Remainder of 2018 $ 1,300 2019 5,200 2020 5,200 2021 5,200 2022 5,200 2023 5,200 Thereafter 101,800 Total $ 129,100 |
Fair Value Measurements of Fi_2
Fair Value Measurements of Financial Instruments (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Fair Value Disclosures [Abstract] | |
Assets and Liabilities Measured at Fair Value on a Recurring Basis | The following table sets forth the Company’s financial assets and liabilities that were measured at fair value on a recurring basis as of September 30, 2018 (in thousands) (there were no material assets or liabilities that were measured at fair value on a recurring basis as of December 31, 2017 ): Fair Value Measurement Based on Total Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets Deferred Compensation Plan asset (1) $ 44,099 $ — $ 44,099 $ — Liabilities Deferred Compensation Plan liabilities (1) $ 33,882 $ — $ 33,882 $ — 1 The deferred compensation plan liabilities are non-current liabilities recorded at the value of the amount owed to the plan participants, with changes in value recognized as compensation expense. The calculation of the deferred compensation plan obligation is derived from observable market data by reference to hypothetical investments selected by the participants and is included in other long-term liabilities. The Company invests participant contributions in corporate-owned life insurance policies, for which the cash surrender value is included in other non-current assets. |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases | The table below reflects the future minimum lease payments, including reasonably assured renewals, due under these non-cancelable leases as of September 30, 2018 (in thousands): Operating Leases Remainder of 2018 $ 6,051 2019 25,885 2020 12,071 2021 11,105 2022 10,329 2023 10,043 Thereafter 28,128 Total $ 103,612 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Stock Option Activity | The following table summarizes all of the Company's stock option activity for the current year through September 30, 2018 : Stock Options Number of Weighted- Weighted- Aggregate Outstanding at December 31, 2017 — $ — Conversion of Impax stock options outstanding on May 4, 2018 3,002,669 18.90 Options granted 3,462,780 16.58 Options exercised (278,302 ) 11.36 Options forfeited (325,048 ) 23.86 Outstanding at September 30, 2018 5,862,099 $ 17.61 8.2 $ 34.2 Options exercisable at September 30, 2018 2,521,662 $ 19.04 6.2 $ 15.3 |
Schedule of Nonvested Restricted Stock Units Activity | The following table summarizes all of the Company's restricted stock unit activity for the current year through September 30, 2018 : Restricted Stock Units Number of Weighted- Weighted- Aggregate Non-vested at December 31, 2017 — $ — Granted 1,371,672 17.23 Vested — — Forfeited (47,755 ) 18.64 Non-vested at September 30, 2018 1,323,917 $ 17.18 3.5 $ 29.4 |
Schedule of Weighted Average Assumptions Used in the Option Pricing Model | The following table presents the weighted-average assumptions used in the option pricing model for options granted under the 2018 Plan. September 30, 2018 Volatility 46.5% Risk-free interest rate 2.9% Dividend yield —% Weighted-average expected life (years) 6.25 Weighted average grant date fair value $8.11 |
Schedule of Employee Service Share-based Compensation | The amount of stock-based compensation expense recognized by the Company is as follows (in thousands): Three Months Ended September 30, Nine Months 2018 2017 2018 2017 Cost of goods sold $ 400 $ — $ 515 $ — Selling, general and administrative 2,836 — 4,259 — Research and development 354 — 460 — Total $ 3,590 $ — $ 5,234 $ — |
Segment Information (Tables)
Segment Information (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | 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): Three Months Ended September 30, 2018 Generics Specialty Pharma Corporate and Other Total Net revenue $ 391,175 $ 85,312 $ — $ 476,487 Cost of goods sold 237,866 38,516 — 276,382 Gross profit 153,309 46,796 — 200,105 Selling, general and administrative 21,030 19,716 37,329 78,075 Research and development 38,997 4,002 — 42,999 Intellectual property legal development expenses 3,929 472 — 4,401 Acquisition, transaction-related and integration expenses — — 2,231 2,231 Restructuring expenses (2,885 ) (27 ) 756 (2,156 ) Operating income (loss) $ 92,238 $ 22,633 $ (40,316 ) $ 74,555 Nine Months Ended September 30, 2018 Generics Specialty Pharma Corporate and Other Total Net revenue $ 1,028,134 $ 137,329 $ — $ 1,165,463 Cost of goods sold 579,994 62,474 — 642,468 Gross profit 448,140 74,855 — 522,995 Selling, general and administrative 48,854 33,265 74,080 156,199 Research and development 130,412 7,131 — 137,543 Intellectual property legal development expenses 12,509 515 — 13,024 Acquisition, transaction-related and integration expenses 114,622 — 102,251 216,873 Restructuring expenses 21,912 2,394 18,003 42,309 Operating income (loss) $ 119,831 $ 31,550 $ (194,334 ) $ (42,953 ) Three Months Ended September 30, 2017 Generics Specialty Pharma Corporate Total Net revenue $ 254,733 $ — $ — $ 254,733 Cost of goods sold 119,720 — — 119,720 Gross profit 135,013 — — 135,013 Selling, general and administrative 15,030 — 12,410 27,440 Research and development 41,323 — — 41,323 Intellectual property legal development expenses 6,693 — — 6,693 Legal settlement gain (21,467 ) — — (21,467 ) Acquisition and transaction-related expenses — — 2,271 2,271 Operating income (loss) $ 93,434 $ — $ (14,681 ) $ 78,753 Nine Months Ended September 30, 2017 Generics Specialty Pharma Corporate Total Net revenue $ 740,285 $ — $ — $ 740,285 Cost of goods sold 365,523 — — 365,523 Gross profit 374,762 — — 374,762 Selling, general and administrative 44,838 — 37,242 82,080 Research and development 127,926 — — 127,926 Intellectual property legal development expenses 17,786 — — 17,786 Legal settlement gain (21,467 ) — — (21,467 ) Acquisition and transaction-related expenses — — 2,353 2,353 Operating income (loss) $ 205,679 $ — $ (39,595 ) $ 166,084 |
Schedules of Concentration of Risk | The Company's significant product families, as determined based on net revenue, and their percentage of the Company's consolidated net revenue for each of the three and nine months ended September 30, 2018 and 2017 are set forth below (in thousands, except for percentages): Segment Product Family Three Months Ended September 30, 2018 $ % Generics Yuvafem-Estradiol $ 48,466 10 % Specialty Pharma Rytary® family $ 33,073 7 % Generics Epinephrine Auto-Injector family (generic Adrenaclick®) $ 30,259 6 % Generics Diclofenac Sodium Gel $ 26,455 6 % Generics Aspirin; Dipyridamole ER Capsul $ 22,777 5 % Segment Product Family Three Months Ended September 30, 2017 $ % Generics Aspirin; Dipyridamole ER Capsul $ 29,539 12 % Generics Yuvafem-Estradiol $ 29,317 12 % Generics Diclofenac Sodium Gel $ 23,903 9 % Generics Oseltamivir $ 19,383 8 % Generics Lidocaine $ 8,685 3 % Segment Product Family Nine Months Ended September 30, 2018 $ % Generics Yuvafem-Estradiol $ 106,477 9 % Generics Diclofenac Sodium Gel $ 78,551 7 % Generics Aspirin; Dipyridamole ER Capsul $ 67,718 6 % Specialty Pharma Rytary® family $ 53,593 5 % Generics Epinephrine Auto-Injector family (generic Adrenaclick®) $ 49,425 4 % Segment Product Family Nine Months Ended September 30, 2017 $ % Generics Yuvafem-Estradiol $ 100,094 14 % Generics Diclofenac Sodium Gel $ 66,023 9 % Generics Aspirin; Dipyridamole ER Capsul $ 45,133 6 % Generics Lidocaine $ 24,563 3 % Generics Atovaquone $ 23,198 3 % |
Nature of Operations and Basi_2
Nature of Operations and Basis of Presentation - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions | May 04, 2018 | Sep. 30, 2018 |
Class of Stock [Line Items] | ||
Shares repurchased percentage | 15.00% | |
Private Placement | ||
Class of Stock [Line Items] | ||
Sale of stock price per share (in dollars per share) | $ 18.25 | |
Gross proceeds from stock issuance | $ 855 | |
Amneal Holdings | ||
Class of Stock [Line Items] | ||
Ownership percentage by noncontrolling owners | 57.00% | 57.00% |
Amneal Holdings | Private Placement And PPU Holders Distribution | ||
Class of Stock [Line Items] | ||
Decrease in noncontrolling ownership interest percentage | 18.00% | |
Impax Acquisition | Amneal | ||
Class of Stock [Line Items] | ||
Ownership percentage by noncontrolling owners | 75.00% | 0.00% |
Ownership percentage by parent | 25.00% | |
Impax Acquisition | Amneal Holdings | ||
Class of Stock [Line Items] | ||
Ownership percentage by noncontrolling owners | 75.00% | |
Impax Common Stock Holders | Impax Acquisition | ||
Class of Stock [Line Items] | ||
Shareholder ownership percentage | 25.00% | |
Amneal Holdings, LLC | Impax Acquisition | ||
Class of Stock [Line Items] | ||
Shareholder ownership percentage | 75.00% | |
PIPE Investors | ||
Class of Stock [Line Items] | ||
Shareholder ownership percentage | 15.00% | |
Common Class A | ||
Class of Stock [Line Items] | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Stock conversion ratio | 1 | |
Common Class A | Private Placement | ||
Class of Stock [Line Items] | ||
Sale of stock, number of shares issued in transaction (in shares) | 34,500,000 | |
Common Class A | PPU Holders Distribution | ||
Class of Stock [Line Items] | ||
Sale of stock, number of shares issued in transaction (in shares) | 6,886,140 | |
Common Class B | ||
Class of Stock [Line Items] | ||
Common stock, par value (in dollars per share) | $ 0.01 | 0.01 |
Common Class B-1 | ||
Class of Stock [Line Items] | ||
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common Class B-1 | Private Placement | ||
Class of Stock [Line Items] | ||
Sale of stock, number of shares issued in transaction (in shares) | 12,300,000 | |
Impax Laboratories, LLC | ||
Class of Stock [Line Items] | ||
Common stock, par value (in dollars per share) | $ 0.01 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Allowance (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Contract Charge-backs and Sales Volume Allowances | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |
Beginning balance | $ 453,703 |
Liabilities assumed from acquisitions | 221,561 |
Provision related to sales recorded in the period | 2,372,877 |
Credits issued during the period | (2,422,623) |
Ending balance | 625,518 |
Cash Discount Allowances | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |
Beginning balance | 20,408 |
Liabilities assumed from acquisitions | 11,781 |
Provision related to sales recorded in the period | 81,208 |
Credits issued during the period | (83,721) |
Ending balance | 29,676 |
Accrued Returns Allowance | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |
Beginning balance | 45,175 |
Liabilities assumed from acquisitions | 98,533 |
Provision related to sales recorded in the period | 52,444 |
Credits issued during the period | (56,454) |
Ending balance | 139,698 |
Accrued Medicaid and Commercial Rebates | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |
Beginning balance | 12,911 |
Liabilities assumed from acquisitions | 49,743 |
Provision related to sales recorded in the period | 78,073 |
Credits issued during the period | (51,785) |
Ending balance | $ 88,942 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Jun. 30, 2017 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||||
Restricted cash | $ 7,001 | $ 2,006 | $ 7,001 | $ 2,006 | $ 3,756 | |
Cost of goods sold | 276,382 | 119,720 | 642,468 | 365,523 | ||
Cumulative-effective adjustment from adoption of ASU 2014-09 (Topic 606) | 4,977 | |||||
Stockholders' Accumulated Deficit | ||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||||
Cumulative-effective adjustment from adoption of ASU 2014-09 (Topic 606) | 4,977 | |||||
Stockholders' Accumulated Deficit | Accounting Standards Update 2014-09 | ||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||||
Cumulative-effective adjustment from adoption of ASU 2014-09 (Topic 606) | $ 5,000 | $ 1,700 | ||||
Shipping | ||||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||||
Cost of goods sold | $ 6,100 | $ 3,200 | $ 14,700 | $ 6,500 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Property, Plant and Equipment (Details) | 9 Months Ended |
Sep. 30, 2018 | |
Buildings | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 30 years |
Computer equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 5 years |
Furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 7 years |
Machinery and equipment | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 7 years |
Vehicles | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 5 years |
Acquisitions and Divestitures -
Acquisitions and Divestitures - Narrative (Details) | May 07, 2018USD ($) | May 04, 2018USD ($) | Sep. 30, 2017USD ($) | Aug. 31, 2017USD ($)product | Oct. 31, 2017USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | May 03, 2018USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Jul. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) |
Business Acquisition [Line Items] | |||||||||||||||
Acquisition, transaction-related and integration expenses | $ 2,231,000 | $ 2,271,000 | $ 30,374,000 | $ 2,353,000 | |||||||||||
Goodwill | 410,616,000 | $ 410,616,000 | $ 410,616,000 | 410,616,000 | $ 26,444,000 | $ 28,441,000 | |||||||||
Total consideration, net of cash acquired | 324,634,000 | 0 | |||||||||||||
Related-party payable, related to final working capital adjustment | 36,329,000 | 36,329,000 | 36,329,000 | 36,329,000 | $ 12,622,000 | ||||||||||
Net revenue | 476,487,000 | 254,733,000 | 1,165,463,000 | 740,285,000 | |||||||||||
Net income (loss) | 17,465,000 | 27,122,000 | $ (148,709,000) | (180,973,000) | 107,131,000 | ||||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Amneal Pharma Pty Ltd | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Ownership percentage sold | 100.00% | ||||||||||||||
Cash consideration | $ 9,900,000 | ||||||||||||||
Carrying value, net assets | 31,700,000 | ||||||||||||||
Carrying value, intangible assets sold | 13,900,000 | ||||||||||||||
Carrying value, goodwill | $ 1,900,000 | ||||||||||||||
Loss on sale | 23,700,000 | 23,700,000 | |||||||||||||
Divestiture costs | 1,500,000 | 1,500,000 | |||||||||||||
Loss on disposition of business, release of foreign currency translation adjustments | $ 400,000 | $ 400,000 | |||||||||||||
Claim indemnification period, from closing date of disposition | 18 months | ||||||||||||||
Trademark transfer period | 3 years | ||||||||||||||
Supply agreement period | 3 years | ||||||||||||||
Number of other products for sale | product | 4 | ||||||||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Amneal Nordic ApS and Amneal Pharma Spain S.L. | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Ownership percentage sold | 100.00% | 100.00% | 100.00% | ||||||||||||
Carrying value, net assets | $ 13,100,000 | $ 13,100,000 | $ 13,100,000 | ||||||||||||
Carrying value, intangible assets sold | 900,000 | 900,000 | 900,000 | ||||||||||||
Carrying value, goodwill | 1,700,000 | 1,700,000 | 1,700,000 | ||||||||||||
Loss on sale | 5,200,000 | 5,200,000 | |||||||||||||
Loss on disposition of business, release of foreign currency translation adjustments | $ 500,000 | $ 500,000 | |||||||||||||
Cash consideration, subsidiary | $ 8,400,000 | ||||||||||||||
Cash consideration received post divestiture, included in original cash consideration, subsidiary | $ 6,500,000 | ||||||||||||||
Cash consideration, payment terms | 60 days | ||||||||||||||
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Amneal Nordic ApS and Amneal Pharma Spain S.L. | Aristo | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Additional payment on inventory, requirement | 12 months | ||||||||||||||
Specialty | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Goodwill | 362,000,000 | 362,000,000 | 362,000,000 | 362,000,000 | |||||||||||
Generic | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Goodwill | 49,000,000 | 49,000,000 | 49,000,000 | 49,000,000 | |||||||||||
Impax Acquisition | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Acquisition, transaction-related and integration expenses | 0 | 23,300,000 | |||||||||||||
Measurement consideration transferred, fair value equity interest, percentage | 25.00% | ||||||||||||||
Indefinite-lived intangible assets acquired | $ 538,900,000 | ||||||||||||||
Goodwill | 384,905,000 | 384,905,000 | 384,905,000 | 384,905,000 | |||||||||||
Total consideration, net of cash acquired | 1,646,178,000 | ||||||||||||||
Cash acquired from acquisition | 37,907,000 | ||||||||||||||
Liabilities incurred | $ 320,290,000 | ||||||||||||||
Net revenue | 177,500,000 | ||||||||||||||
Net income (loss) | (8,800,000) | ||||||||||||||
Revenue of acquiree since date of acquisition | 295,800,000 | ||||||||||||||
Income (loss) of acquiree since date of acquisition | (64,700,000) | ||||||||||||||
Impax Acquisition | Specialty | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Goodwill | 360,000,000 | 360,000,000 | 360,000,000 | 360,000,000 | |||||||||||
Impax Acquisition | Generic | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Goodwill | 25,000,000 | 25,000,000 | 25,000,000 | 25,000,000 | |||||||||||
Impax Acquisition | Amneal Holdings, LLC | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Shareholder ownership percentage | 75.00% | ||||||||||||||
Gemini Laboratories, LLC Acquisition | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Acquisition, transaction-related and integration expenses | 0 | 400,000 | |||||||||||||
Indefinite-lived intangible assets acquired | 26,500,000 | ||||||||||||||
Goodwill | 1,500,000 | 1,500,000 | 1,500,000 | 1,500,000 | |||||||||||
Percentage of voting interests acquired | 98.00% | ||||||||||||||
Total consideration, net of cash acquired | $ 119,500,000 | ||||||||||||||
Cash acquired from acquisition | 3,900,000 | ||||||||||||||
Consideration paid in cash on hand | 42,900,000 | ||||||||||||||
Working capital settlement | 2,900,000 | ||||||||||||||
Related-party payable, related to final working capital adjustment | $ 3,300,000 | ||||||||||||||
Acquisition noncontrolling interest | 2,500,000 | ||||||||||||||
Net revenue | 13,400,000 | ||||||||||||||
Net income (loss) | 3,000,000 | ||||||||||||||
Revenue of acquiree since date of acquisition | 18,400,000 | ||||||||||||||
Income (loss) of acquiree since date of acquisition | 4,000,000 | ||||||||||||||
Gemini Laboratories, LLC Acquisition | Notes Payable | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Liabilities incurred | $ 77,200,000 | ||||||||||||||
Stated interest rate | 3.00% | ||||||||||||||
Gemini Laboratories, LLC Acquisition | Specialty | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Goodwill | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 |
Acquisitions and Divestitures_2
Acquisitions and Divestitures - Payments to Acquire Business (Details) - USD ($) $ / shares in Units, $ in Thousands | May 04, 2018 | Sep. 30, 2018 | Sep. 30, 2017 |
Business Acquisition [Line Items] | |||
Purchase price, net of cash acquired | $ 324,634 | $ 0 | |
Impax Acquisition | |||
Business Acquisition [Line Items] | |||
Fully diluted Impax share number (in shares) | 73,288,792 | ||
Closing quoted market price of an Impax common share on May 4, 2018 (in dollars per share) | $ 18.30 | ||
Equity consideration - subtotal | $ 1,341,185 | ||
Add: Fair value of Impax stock options as of May 4, 2018 | 22,610 | ||
Total equity consideration | 1,363,795 | ||
Add: Extinguishment of certain Impax obligations, including accrued and unpaid interest | 320,290 | ||
Less: Cash acquired | (37,907) | ||
Purchase price, net of cash acquired | $ 1,646,178 | ||
Number of shares issued (in shares) | 3,000,000 |
Acquisitions and Divestitures_3
Acquisitions and Divestitures - Assets Acquired and Liabilities Assumed (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | |
Business Combinations [Abstract] | ||||||
Acquisition, transaction-related and integration expenses | $ 2,231,000 | $ 2,271,000 | $ 30,374,000 | $ 2,353,000 | ||
Business Acquisition [Line Items] | ||||||
Goodwill | 410,616,000 | 410,616,000 | $ 26,444,000 | $ 28,441,000 | ||
Impax Acquisition | ||||||
Business Combinations [Abstract] | ||||||
Acquisition, transaction-related and integration expenses | 0 | 23,300,000 | ||||
Business Acquisition [Line Items] | ||||||
Trade accounts receivable, net | 206,749,000 | 206,749,000 | ||||
Inventories | 186,498,000 | 186,498,000 | ||||
Prepaid expenses and other current assets | 91,430,000 | 91,430,000 | ||||
Property, plant and equipment | 87,472,000 | 87,472,000 | ||||
Goodwill | 384,905,000 | 384,905,000 | ||||
Intangible assets | 1,584,488,000 | 1,584,488,000 | ||||
Other | 56,652,000 | 56,652,000 | ||||
Total assets acquired | 2,598,194,000 | 2,598,194,000 | ||||
Accounts payable | 47,912,000 | 47,912,000 | ||||
Accrued expenses and other current liabilities | 270,911,000 | 270,911,000 | ||||
Long-term debt | 599,400,000 | 599,400,000 | ||||
Other long-term liabilities | 33,793,000 | 33,793,000 | ||||
Total liabilities assumed | 952,016,000 | 952,016,000 | ||||
Net assets acquired | 1,646,178,000 | 1,646,178,000 | ||||
Gemini Laboratories, LLC Acquisition | ||||||
Business Combinations [Abstract] | ||||||
Acquisition, transaction-related and integration expenses | 0 | 400,000 | ||||
Business Acquisition [Line Items] | ||||||
Trade accounts receivable, net | 8,158,000 | 8,158,000 | ||||
Inventories | 1,851,000 | 1,851,000 | ||||
Prepaid expenses and other current assets | 3,795,000 | 3,795,000 | ||||
Property, plant and equipment | 11,000 | 11,000 | ||||
Goodwill | 1,500,000 | 1,500,000 | ||||
Intangible assets | 142,740,000 | 142,740,000 | ||||
Other | 324,000 | 324,000 | ||||
Total assets acquired | 158,379,000 | 158,379,000 | ||||
Accounts payable | 1,764,000 | 1,764,000 | ||||
Accrued expenses and other current liabilities | 14,644,000 | 14,644,000 | ||||
Other long-term liabilities | 20,000,000 | 20,000,000 | ||||
Total liabilities assumed | 36,408,000 | 36,408,000 | ||||
Net assets acquired | $ 121,971,000 | $ 121,971,000 |
Acquisitions and Divestitures_4
Acquisitions and Divestitures - Acquired Intangible Assets (Details) - USD ($) $ in Thousands | May 04, 2018 | Sep. 30, 2018 |
Gemini Laboratories, LLC Acquisition | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Preliminary Fair Values | $ 116,240 | |
Gemini Laboratories, LLC Acquisition | Licenses | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Preliminary Fair Values | $ 110,350 | |
Weighted-Average Useful Life | 10 years | |
Gemini Laboratories, LLC Acquisition | Product rights for developed technologies | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Preliminary Fair Values | $ 5,500 | |
Weighted-Average Useful Life | 9 years | |
Gemini Laboratories, LLC Acquisition | Product rights for out-licensed generics royalty agreement | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Preliminary Fair Values | $ 390 | |
Weighted-Average Useful Life | 2 years | |
Impax Acquisition | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Preliminary Fair Values | $ 1,045,617 | |
Weighted-Average Useful Life | 12 years 10 months 24 days |
Acquisitions and Divestitures_5
Acquisitions and Divestitures - Pro Forma (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Business Combinations [Abstract] | ||||
Net revenue | $ 476,487 | $ 461,125 | $ 1,341,555 | $ 1,333,162 |
Net income (loss) | 17,465 | (29,975) | (143,585) | (370,286) |
Net income (loss) attributable to Amneal Pharmaceuticals, Inc. | $ 6,952 | $ (3,374) | $ (21,502) | $ (145,065) |
Revenue Recognition (Details)
Revenue Recognition (Details) - Sales Revenue, Gross - Customer Concentration Risk | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Three Largest Customers | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 83.00% | 82.00% | ||
Four Largest Customers | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percentage | 79.00% | 79.00% |
Alliance and Collaboration - Na
Alliance and Collaboration - Narrative (Details) | Aug. 16, 2018USD ($) | May 07, 2018USD ($) | Oct. 01, 2017USD ($)product | Jun. 30, 2016USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||
Research and development | $ 42,999,000 | $ 41,323,000 | $ 137,543,000 | $ 127,926,000 | ||||
Cost of sales | 276,382,000 | 119,720,000 | 642,468,000 | 365,523,000 | ||||
JSP License And Commercialization Agreement | ||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||
Collaborative arrangement term | 10 years | |||||||
Collaborative arrangement maximum contingent payments amount, if circumstances met | $ 50,000,000 | |||||||
Collaborative arrangement maximum additional contingent payments amount, if circumstances met | $ 20,000,000 | |||||||
Collaborative arrangement payment | 0 | 0 | ||||||
Biosimilar Licensing and Supply Agreement | ||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||
Collaborative arrangement maximum contingent payments amount | $ 71,800,000 | |||||||
Research and development | 0 | 500,000 | ||||||
Adello Biologics, LLC License and Commercialization Agreement | ||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||
Collaborative arrangement term | 10 years | |||||||
Collaborative arrangement up front payment | $ 1,500,000 | |||||||
Research and development | 0 | $ 0 | 0 | $ 0 | ||||
Number of products | product | 2 | |||||||
Collaborative arrangement profit share percentage | 50.00% | |||||||
Adello Biologics, LLC License and Commercialization Agreement | Regulatory Approval | ||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||
Collaborative arrangement maximum contingent payments amount | $ 21,000,000 | |||||||
Adello Biologics, LLC License and Commercialization Agreement | Successful Delivery of Commercial Launch Inventory | ||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||
Collaborative arrangement maximum contingent payments amount | 43,000,000 | |||||||
Adello Biologics, LLC License and Commercialization Agreement | Number of Competitors for Launch of One Product | Minimum | ||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||
Collaborative arrangement maximum contingent payments amount | 20,000,000 | |||||||
Adello Biologics, LLC License and Commercialization Agreement | Number of Competitors for Launch of One Product | Maximum | ||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||
Collaborative arrangement maximum contingent payments amount | 50,000,000 | |||||||
Adello Biologics, LLC License and Commercialization Agreement | Achievement of Cumulative Net Sales | Minimum | ||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||
Collaborative arrangement maximum contingent payments amount | 15,000,000 | |||||||
Adello Biologics, LLC License and Commercialization Agreement | Achievement of Cumulative Net Sales | Maximum | ||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||
Collaborative arrangement maximum contingent payments amount | $ 67,500,000 | |||||||
Astra Zeneca | ||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||
Collaborative arrangement reduced royalty | $ 30,000,000 | |||||||
Astra Zeneca | Royalty | ||||||||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | ||||||||
Cost of sales | $ 5,100,000 | $ 8,100,000 |
Restructuring and Other Charg_3
Restructuring and Other Charges - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring (benefit) expenses | $ (2,156,000) | $ 0 | $ 42,309,000 | $ 0 | |
Restructuring expected cost, estimated period to incur (over the next) | 15 months | ||||
Minimum | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring expected cost | 35,000,000 | $ 35,000,000 | |||
Maximum | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring expected cost | 45,000,000 | 45,000,000 | |||
Employee Severance | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring (benefit) expenses | $ (2,156,000) | $ 0 | $ 42,309,000 | $ 0 | $ 0 |
Restructuring and Other Charg_4
Restructuring and Other Charges - Restructuring Charges (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring (benefit) expenses | $ (2,156,000) | $ 0 | $ 42,309,000 | $ 0 | |
Employee Severance | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring (benefit) expenses | (2,156,000) | 0 | 42,309,000 | 0 | $ 0 |
Operating Segments | Generic | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring (benefit) expenses | (2,885,000) | 21,912,000 | |||
Operating Segments | Generic | Employee Severance | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring (benefit) expenses | (2,885,000) | 0 | 21,912,000 | 0 | |
Operating Segments | Specialty | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring (benefit) expenses | (27,000) | 2,394,000 | |||
Operating Segments | Specialty | Employee Severance | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring (benefit) expenses | (27,000) | 0 | 2,394,000 | 0 | |
Corporate | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring (benefit) expenses | 756,000 | 18,003,000 | |||
Corporate | Employee Severance | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring (benefit) expenses | $ 756,000 | $ 0 | $ 18,003,000 | $ 0 |
Restructuring and Other Charg_5
Restructuring and Other Charges - Restructuring Rollforward (Details) - Employee Severance $ in Thousands | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Restructuring Reserve [Roll Forward] | |
Beginning balance | $ 0 |
Liabilities assumed in Impax acquisition | 2,199 |
Charges to income | 45,405 |
Change in estimated liability | (3,096) |
Payments | (18,079) |
Ending balance | $ 26,429 |
Acquisition, Transaction-Rela_3
Acquisition, Transaction-Related and Integration Expenses (Details) - USD ($) $ in Thousands | May 04, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 |
Class of Stock [Line Items] | |||||
Acquisition, transaction-related and integration expenses | $ 2,231 | $ 2,271 | $ 30,374 | $ 2,353 | |
Profit Participation Units | 0 | 0 | 158,757 | 0 | |
Transaction-related bonus | 0 | 0 | 27,742 | 0 | |
Total | $ 2,231 | $ 2,271 | $ 216,873 | $ 2,353 | |
Common Class A | PPU Holders Distribution | |||||
Class of Stock [Line Items] | |||||
Sale of stock, number of shares issued in transaction (in shares) | 6,886,140 | ||||
Accelerated vesting of profit participation units, fair value | $ 126,000 | ||||
Accelerated vesting cash payment | $ 32,800 |
Income taxes - Narrative (Detai
Income taxes - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | May 04, 2018 | Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | ||||||
Deferred tax asset, basis difference in investment, portion attributable to acquirer prior to business combination | $ 305,400 | |||||
Deferred tax asset, net operating loss, portion attributable to acquirer prior to business combination | $ 52,000 | |||||
Liabilities under tax receivable agreement | $ 195,820 | $ 195,820 | $ 0 | |||
Income tax provision (benefit) | $ 5,109 | $ (738) | $ (6,943) | $ 2,117 | ||
Effective tax rate, percent | 22.60% | 2.80% | 3.70% | 1.90% |
Earnings per Share Computation
Earnings per Share Computation of Basic and Diluted Earnings per Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Numerator: | ||||
Net Income (Loss) Available to Common Stockholders, Basic | $ 6,952 | $ 0 | $ (12,152) | $ 0 |
Denominator: | ||||
Weighted average shares of Class A and Class B-1 common stock outstanding-basic (in shares) | 127,247 | 127,196 | ||
Weighted average shares of Class A and Class B-1 common stock outstanding-diluted (in shares) | 128,222 | 127,196 | ||
Net income (loss) per share attributable to Amneal Pharmaceuticals, Inc.'s common stockholders: | ||||
Class A and Class B-1 basic (in dollars per share) | $ 0.05 | $ (0.10) | ||
Class A and Class B-1 diluted (in dollars per share) | $ 0.05 | $ (0.10) | ||
Stock options | ||||
Denominator: | ||||
Effect of dilutive securities (in shares) | 661 | 0 | ||
Restricted stock units | ||||
Denominator: | ||||
Effect of dilutive securities (in shares) | 314 | 0 |
Earnings per Share Securities E
Earnings per Share Securities Excluded from Diluted Earnings per Share Computation (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Common Class B | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities excluded from earnings per share (in shares) | 171,261 | 0 | 171,261 | 0 |
Stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities excluded from earnings per share (in shares) | 965 | 0 | 5,862 | 0 |
Restricted stock units | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive securities excluded from earnings per share (in shares) | 0 | 0 | 1,324 | 0 |
Trade Accounts Receivable, Ne_2
Trade Accounts Receivable, Net - Schedule of Trade Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Receivables [Abstract] | ||
Gross accounts receivable | $ 1,298,867 | $ 827,302 |
Allowance for doubtful accounts | (2,644) | (1,824) |
Contract charge-backs and sales volume allowances | (625,518) | (453,703) |
Cash discount allowances | (29,676) | (20,408) |
Subtotal | (657,838) | (475,935) |
Trade accounts receivable, net | $ 641,029 | $ 351,367 |
Trade Accounts Receivable, Ne_3
Trade Accounts Receivable, Net - Narrative (Details) - Customer Concentration Risk - Accounts Receivable | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Customer A | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 33.00% | 36.00% |
Customer B | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 27.00% | 27.00% |
Customer C | ||
Concentration Risk [Line Items] | ||
Concentration risk percentage | 26.00% | 19.00% |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 205,144 | $ 140,051 |
Work in process | 51,068 | 38,146 |
Finished goods | 234,556 | 105,841 |
Inventories | $ 490,768 | $ 284,038 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Deposits and advances | $ 1,617 | $ 1,851 |
Prepaid insurance | 7,069 | 3,154 |
Prepaid regulatory fees | 701 | 5,926 |
Income tax receivable | 74,782 | 0 |
Other current receivables | 18,363 | 15,150 |
Other prepaid assets | 23,854 | 16,315 |
Total prepaid expenses and other current assets | $ 126,386 | $ 42,396 |
Property, Plant, and Equipmen_2
Property, Plant, and Equipment - Summary of Property, Plant, and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Total property, plant, and equipment | $ 760,567 | $ 643,128 |
Less: Accumulated depreciation | (193,069) | (156,370) |
Property, plant, and equipment, net | 567,498 | 486,758 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant, and equipment | 17,892 | 5,275 |
Buildings | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant, and equipment | 233,478 | 227,864 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant, and equipment | 100,322 | 70,354 |
Machinery and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant, and equipment | 308,718 | 260,637 |
Furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant, and equipment | 10,508 | 18,415 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant, and equipment | 1,385 | 1,517 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant, and equipment | 34,599 | 26,831 |
Construction-in-progress | ||
Property, Plant and Equipment [Line Items] | ||
Total property, plant, and equipment | $ 53,665 | $ 32,235 |
Property, Plant, and Equipmen_3
Property, Plant, and Equipment - Depreciation (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation | $ 17,358 | $ 10,680 | $ 45,801 | $ 30,043 |
Property, Plant, and Equipmen_4
Property, Plant, and Equipment - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | ||||
Interest capitalized and included in property, plant, and equipment | $ 0.1 | $ 1.1 | $ 0.5 | $ 4.1 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Goodwill [Roll Forward] | ||
Balance, beginning of period | $ 26,444 | $ 28,441 |
Goodwill acquired during the period | 386,405 | 0 |
Goodwill divested during the period | 0 | (3,895) |
Currency translation | (2,233) | 1,898 |
Balance, end of period | $ 410,616 | $ 26,444 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018USD ($)product | Sep. 30, 2018USD ($)product | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | |
Goodwill [Line Items] | ||||
Goodwill | $ 410,616 | $ 410,616 | $ 26,444 | $ 28,441 |
In-process research and development | 565,871 | 565,871 | $ 1,150 | |
Specialty | ||||
Goodwill [Line Items] | ||||
Goodwill | 362,000 | 362,000 | ||
Generic | ||||
Goodwill [Line Items] | ||||
Goodwill | 49,000 | 49,000 | ||
Intangible asset impairment charges | $ 8,500 | $ 8,500 | ||
Intangible assets impairment, number of products related to | product | 1 | 1 | ||
Generic | Cost of goods sold | ||||
Goodwill [Line Items] | ||||
Intangible asset impairment charges | $ 7,800 | $ 7,800 | ||
Generic | Research and development | ||||
Goodwill [Line Items] | ||||
Intangible asset impairment charges | $ 700 | $ 700 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Cost | $ 1,230,384 | $ 62,896 |
Accumulated Amortization | (63,235) | (19,447) |
Net | 1,167,149 | 43,449 |
In-process research and development | 565,871 | 1,150 |
Intangible assets, cost | 1,796,255 | 64,046 |
Intangible assets, net | $ 1,733,020 | 44,599 |
Product rights | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Weighted-Average Amortization Period (in years) | 12 years 2 months 12 days | |
Cost | $ 1,217,538 | 49,700 |
Accumulated Amortization | (59,831) | (17,210) |
Net | $ 1,157,707 | 32,490 |
Customer relationships | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Weighted-Average Amortization Period (in years) | 14 years 8 months 12 days | |
Cost | $ 7,166 | 7,421 |
Accumulated Amortization | (1,911) | (1,072) |
Net | $ 5,255 | 6,349 |
Marketing authorizations | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Weighted-Average Amortization Period (in years) | 2 years 10 months 24 days | |
Cost | $ 74 | 76 |
Accumulated Amortization | (48) | (43) |
Net | $ 26 | 33 |
Licenses | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Weighted-Average Amortization Period (in years) | 11 years 3 months 18 days | |
Cost | $ 3,000 | 3,000 |
Accumulated Amortization | (750) | (600) |
Net | $ 2,250 | 2,400 |
Trade names | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Weighted-Average Amortization Period (in years) | 14 years 8 months 12 days | |
Cost | $ 2,606 | 2,699 |
Accumulated Amortization | (695) | (522) |
Net | $ 1,911 | $ 2,177 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization | $ 25,655 | $ 1,278 | $ 44,109 | $ 3,051 |
Goodwill and Intangible Asset_6
Goodwill and Intangible Assets - Future Amortization Expense (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract] | ||
Remainder of 2018 | $ 25,959 | |
2,019 | 115,347 | |
2,020 | 126,061 | |
2,021 | 141,879 | |
2,022 | 145,339 | |
2,023 | 124,238 | |
Thereafter | 488,326 | |
Net | $ 1,167,149 | $ 43,449 |
Accounts Payable and Accrued _3
Accounts Payable and Accrued Liabilities (Details) - USD ($) $ in Thousands | Aug. 18, 2016 | Sep. 30, 2018 | Dec. 31, 2017 |
Accounts Payable and Accrued Liabilities, Current [Abstract] | |||
Accounts payable | $ 124,539 | $ 70,013 | |
Accrued returns allowance | 139,698 | 45,175 | |
Accrued compensation | 72,624 | 23,954 | |
Accrued Medicaid and commercial rebates | 88,942 | 12,911 | |
Accrued royalties | 19,625 | 2,970 | |
Medicaid reimbursement accrual | 15,000 | 15,000 | |
Accrued professional fees | 8,652 | 938 | |
Accrued other | 30,505 | 23,818 | |
Total accounts payable and accrued expenses | 513,122 | 194,779 | |
Teva Transaction | |||
Accounts Payable and Accrued Liabilities, Current [Abstract] | |||
Estimated Teva and Allergan chargebacks and rebates | $ 0 | ||
Acquired balances | $ 42,400 | ||
Chargeback and reserve payments | $ 13,537 |
Debt - Summary of Long-term Deb
Debt - Summary of Long-term Debt (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Financing Obligations | $ 39,411 | $ 40,298 |
Total debt and financing obligations | 2,832,661 | 1,493,458 |
Less: debt issuance costs | (35,859) | (8,715) |
Total debt and financing obligations, net of debt issuance costs | 2,796,802 | 1,484,743 |
Less: current portion of long-term debt and financing obligations | (121,694) | (89,482) |
Total long-term debt and financing obligations, net | 2,675,108 | 1,395,261 |
Other | ||
Debt Instrument [Line Items] | ||
Long-term debt | 624 | 0 |
Revolver | ||
Debt Instrument [Line Items] | ||
Long-term debt | 0 | 75,000 |
Senior Credit Facility – Term Loan due May 2025 | Term Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt | 2,692,626 | 0 |
Senior Credit Facility – ABL | Revolver | ||
Debt Instrument [Line Items] | ||
Long-term debt | 100,000 | |
Senior Credit Facility – Term Loan | Term Loan | ||
Debt Instrument [Line Items] | ||
Long-term debt | $ 0 | $ 1,378,160 |
Debt - Narrative (Details)
Debt - Narrative (Details) - USD ($) | Nov. 05, 2018 | Jun. 04, 2018 | May 04, 2018 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2018 | Sep. 30, 2017 |
Debt Instrument [Line Items] | ||||||||
Tax distribution | $ (35,500,000) | $ (35,543,000) | $ (35,500,000) | |||||
Loss on extinguishment of debt | 0 | $ 0 | 19,667,000 | $ 2,531,000 | ||||
Amortization of debt issuance costs | 1,600,000 | $ 1,400,000 | 4,220,000 | $ 3,895,000 | ||||
Senior Credit Facility – ABL | ||||||||
Debt Instrument [Line Items] | ||||||||
Repayments of principal in remainder of fiscal year | 6,800,000 | 6,800,000 | 6,800,000 | |||||
Repayments of principal in year two | 27,000,000 | 27,000,000 | 27,000,000 | |||||
Repayments of principal in year three | 27,000,000 | 27,000,000 | 27,000,000 | |||||
Repayments of principal in year four | 27,000,000 | 27,000,000 | 27,000,000 | |||||
Repayments of principal in year five | 27,000,000 | 27,000,000 | 27,000,000 | |||||
Repayments of principal in year six | $ 27,000,000 | $ 27,000,000 | $ 27,000,000 | |||||
Senior Credit Facility – ABL | Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount of debt | $ 2,700,000,000 | |||||||
Quarterly installment rate | 1.00% | |||||||
Debt issuance costs, gross | $ 38,100,000 | |||||||
Senior Credit Facility – ABL | Term Loan | London Interbank Offered Rate (LIBOR) | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 3.50% | |||||||
Senior Credit Facility – ABL | Revolver | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | 500,000,000 | |||||||
Stated interest rate | 5.75% | 5.75% | 5.75% | |||||
Stated interest rate, increase or decrease | 0.25% | 0.25% | 0.25% | |||||
Outstanding borrowings on credit facility | $ 100,000,000 | $ 100,000,000 | $ 100,000,000 | |||||
Commitment fee percentage on unused capacity | 0.375% | |||||||
Debt issuance costs, gross | $ 4,600,000 | |||||||
Senior Credit Facility – ABL | Revolver | Subsequent Event | ||||||||
Debt Instrument [Line Items] | ||||||||
Repayments of debt | $ 50,000,000 | |||||||
Senior Credit Facility – ABL | Revolver | Minimum | ||||||||
Debt Instrument [Line Items] | ||||||||
Commitment fee percentage on unused capacity | 0.25% | |||||||
Senior Credit Facility – ABL | Revolver | Maximum | ||||||||
Debt Instrument [Line Items] | ||||||||
Commitment fee percentage on unused capacity | 0.375% | |||||||
Senior Credit Facility – ABL | Revolver | Letter of Credit | ||||||||
Debt Instrument [Line Items] | ||||||||
Maximum borrowing capacity | $ 25,000,000 | |||||||
Senior Notes Due 2022 | Term Loan | ||||||||
Debt Instrument [Line Items] | ||||||||
Stated interest rate | 2.00% | |||||||
Repayments of debt | $ 599,400,000 |
Debt - Financing Obligation Nar
Debt - Financing Obligation Narrative (Details) $ in Thousands | Sep. 30, 2018USD ($)building | Dec. 31, 2017USD ($) |
Debt Disclosure [Abstract] | ||
Number of buildings under financing obligation | building | 2 | |
Financing Obligations | $ 39,411 | $ 40,298 |
Current portion of financing obligations | $ 300 | $ 300 |
Debt - Financing Obligation Pay
Debt - Financing Obligation Payments (Details) $ in Thousands | Sep. 30, 2018USD ($) |
Debt Disclosure [Abstract] | |
Remainder of 2018 | $ 1,300 |
2,019 | 5,200 |
2,020 | 5,200 |
2,021 | 5,200 |
2,022 | 5,200 |
2,023 | 5,200 |
Thereafter | 101,800 |
Total | $ 129,100 |
Fair Value Measurements of Fi_3
Fair Value Measurements of Financial Instruments (Details) - USD ($) $ in Thousands | Sep. 30, 2018 | Dec. 31, 2017 |
Significant Other Observable Inputs (Level 2) | Term Loan | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Long-term debt fair value | $ 2,730,000 | $ 1,390,000 |
Recurring | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred Compensation Plan asset | 44,099 | |
Deferred Compensation Plan liabilities | 33,882 | |
Recurring | Quoted Prices in Active Markets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred Compensation Plan asset | 0 | |
Deferred Compensation Plan liabilities | 0 | |
Recurring | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred Compensation Plan asset | 44,099 | |
Deferred Compensation Plan liabilities | 33,882 | |
Recurring | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Deferred Compensation Plan asset | 0 | |
Deferred Compensation Plan liabilities | $ 0 |
Commitments and Contingencies -
Commitments and Contingencies - Narrative (Details) $ in Millions | Aug. 24, 2018companycause_of_action | Aug. 03, 2018company | Jul. 18, 2018company | Jul. 09, 2018company | Jun. 27, 2018defendent | Jun. 22, 2018company | Jun. 18, 2018requestlawsuit | May 30, 2018company | Mar. 27, 2018company | Mar. 15, 2018company | Jan. 19, 2018companydrug | Aug. 17, 2017company | Jan. 27, 2017complaint | May 02, 2016USD ($) | Mar. 31, 2018USD ($) | May 31, 2016USD ($)settlement_demand | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Apr. 30, 2017complaint | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Apr. 30, 2015complaint | Apr. 30, 2017complaint | Jan. 31, 2016complaint | Dec. 31, 2017USD ($) | Apr. 06, 2017drug | Feb. 15, 2017litigation |
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||
Rent expense | $ | $ 5.6 | $ 4.4 | $ 12.9 | $ 13 | |||||||||||||||||||||||
Medicaid reimbursement reserve | $ | $ 15 | $ 15 | $ 15 | ||||||||||||||||||||||||
Solodyn | |||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||
Number of complaints | complaint | 18 | ||||||||||||||||||||||||||
Total settlement amount | $ | $ 84.5 | ||||||||||||||||||||||||||
Opana ER FTC Antitrust Suit | |||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||
Expected time period for decision on case | 100 days | ||||||||||||||||||||||||||
Opana ER | |||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||
Number of complaints | complaint | 14 | ||||||||||||||||||||||||||
Texas State Attorney General Civil Investigative Demand | |||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||
Number of settlement demands | settlement_demand | 2 | ||||||||||||||||||||||||||
Damages sought, initial demand aggregate total | $ | $ 36 | ||||||||||||||||||||||||||
Alleged overpayments | $ | $ 16.2 | ||||||||||||||||||||||||||
Generic Drug Pricing Class Action | |||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||
Number of complaints | complaint | 3 | 22 | |||||||||||||||||||||||||
Generic Digoxin and Doxycycline Antitrust Litigation | |||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||
Number of complaints | complaint | 2 | ||||||||||||||||||||||||||
Number of generic drugs included in consolidation of civil actions | drug | 18 | ||||||||||||||||||||||||||
Number of products included in consolidation of civil actions | drug | 2 | ||||||||||||||||||||||||||
Number of defendants | 35 | ||||||||||||||||||||||||||
Number of drugs involved | drug | 30 | ||||||||||||||||||||||||||
Glyburide-metformin And Metronidazole Litigation | |||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||
Number of defendants | 23 | ||||||||||||||||||||||||||
Lidocaine Products Litigation | |||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||
Number of defendants | defendent | 7 | ||||||||||||||||||||||||||
Digoxin And Lidocaine-prilocaine Litigation | |||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||
Number of defendants | 37 | ||||||||||||||||||||||||||
Opiod Medications Litigation | |||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||
Number of defendants | 18 | 41 | 55 | 4 | 35 | 51 | 5 | ||||||||||||||||||||
Number of causes of action against all defendants | cause_of_action | 11 | ||||||||||||||||||||||||||
Number of healthcare provider defendants | 3 | ||||||||||||||||||||||||||
Number of counties filing a complaint (more than) | 60 | ||||||||||||||||||||||||||
Number of cities filing a complaint | 12 | ||||||||||||||||||||||||||
Number of CID requests | request | 11 | ||||||||||||||||||||||||||
Lawsuits filed against manufacturers and distributors | lawsuit | 6 | ||||||||||||||||||||||||||
Impax Laboratories, Inc VS Turing Pharmaceuticals AG | |||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||
Damages sought, initial demand aggregate total | $ | $ 40.9 | ||||||||||||||||||||||||||
Teva VS Impax Laboratories, Inc. | |||||||||||||||||||||||||||
Loss Contingencies [Line Items] | |||||||||||||||||||||||||||
Number of litigations | litigation | 2 |
Commitments and Contingencies_2
Commitments and Contingencies - Future minimum payments (Details) $ in Thousands | Sep. 30, 2018USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
Remainder of 2018 | $ 6,051 |
2,019 | 25,885 |
2,020 | 12,071 |
2,021 | 11,105 |
2,022 | 10,329 |
2,023 | 10,043 |
Thereafter | 28,128 |
Total | $ 103,612 |
Stockholders' Equity_ Members_2
Stockholders' Equity/ Members' Deficit - Narrative (Details) $ / shares in Units, $ in Thousands | May 04, 2018USD ($)$ / sharesshares | Sep. 30, 2018USD ($)vote$ / sharesshares | Jun. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)vote$ / sharesshares | Sep. 30, 2018USD ($)vote$ / sharesshares | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($)shares |
Class of Stock [Line Items] | ||||||||
Members' equity, units authorized (in shares) | shares | 189,000,000 | |||||||
Members' equity, units issued (in shares) | shares | 189,000,000 | |||||||
Members' equity, units outstanding (in shares) | shares | 189,000,000 | |||||||
Transaction-related bonus | $ | $ 0 | $ 0 | $ 27,742 | $ 0 | ||||
Profit share and transaction related bonus expense | $ | 186,500 | |||||||
Profit share expense | $ | $ 0 | $ 0 | 158,757 | 0 | ||||
Distributions to members | $ | $ 182,998 | 355,265 | ||||||
Preferred stock, shares authorized (in shares) | shares | 2,000,000 | 2,000,000 | 2,000,000 | |||||
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Preferred stock, shares issued (in shares) | shares | 0 | 0 | 0 | |||||
Tax distribution | $ | $ 35,500 | $ 35,543 | $ 35,500 | |||||
Included in related-party payables, tax distribution | $ | 35,500 | 35,500 | 35,500 | |||||
Cash purchase of redeemable non-controlling interest | $ | $ 11,800 | 11,775 | $ 0 | |||||
Redeemable non-controlling interest | $ | $ 0 | 0 | 0 | $ 0 | ||||
Reclassification of redeemable non-controlling interest | $ | 11,708 | |||||||
Stockholders' Accumulated Deficit | ||||||||
Class of Stock [Line Items] | ||||||||
Reclassification of redeemable non-controlling interest | $ | 1,176 | |||||||
Stockholders' Accumulated Deficit | Interest Holder In Non-Public Subsidiaries | ||||||||
Class of Stock [Line Items] | ||||||||
Reclassification of redeemable non-controlling interest | $ | 1,200 | |||||||
Non-Controlling Interests | ||||||||
Class of Stock [Line Items] | ||||||||
Tax distribution | $ | 35,543 | |||||||
Reclassification of redeemable non-controlling interest | $ | $ 10,532 | |||||||
Non-Controlling Interests | Interest Holder In Non-Public Subsidiaries | ||||||||
Class of Stock [Line Items] | ||||||||
Reclassification of redeemable non-controlling interest | $ | $ (1,600) | |||||||
Common Class A | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, shares authorized (in shares) | shares | 900,000,000 | 900,000,000 | 900,000,000 | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||
Number of votes per share | vote | 1 | 1 | 1 | |||||
Common Class A | Common Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Effect of the Combination (in shares) | shares | 73,300,000 | 73,289,000 | ||||||
Common Class B | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, shares authorized (in shares) | shares | 300,000,000 | 300,000,000 | 300,000,000 | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||
Number of votes per share | vote | 1 | 1 | 1 | |||||
Conversion ratio | 1 | |||||||
Common Class B | Common Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Effect of the Combination (in shares) | shares | 225,000,000 | 224,996,163 | ||||||
Common Class B-1 | ||||||||
Class of Stock [Line Items] | ||||||||
Common stock, shares authorized (in shares) | shares | 18,000,000 | 18,000,000 | 18,000,000 | |||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||
PPU Holders Distribution | Common Class A | ||||||||
Class of Stock [Line Items] | ||||||||
Sale of stock, number of shares issued in transaction (in shares) | shares | 6,886,140 | |||||||
Accelerated vesting of profit participation units, fair value | $ | $ 126,000 | |||||||
Accelerated vesting cash payment | $ | $ 32,800 | |||||||
PPU Holders Distribution | Common Class A | Common Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Sale of stock, number of shares issued in transaction (in shares) | shares | 6,900,000 | |||||||
PPU Holders Distribution | Common Class B | Common Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares repurchased (in shares) | shares | 6,900,000 | |||||||
Private Placement | Common Class A | ||||||||
Class of Stock [Line Items] | ||||||||
Sale of stock, number of shares issued in transaction (in shares) | shares | 34,500,000 | |||||||
Private Placement | Common Class B | Common Stock | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares repurchased (in shares) | shares | 46,800,000 | |||||||
Private Placement | Common Class B-1 | ||||||||
Class of Stock [Line Items] | ||||||||
Sale of stock, number of shares issued in transaction (in shares) | shares | 12,300,000 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2018 | May 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Conversion of Impax stock options outstanding on May 4, 2018 (in shares) | 3,002,669 | |
Options, exercises in period, intrinsic value | $ 2.6 | |
Compensation cost not yet recognized | $ 44.5 | |
Compensation cost not yet recognized, period for recognition | 3 years 6 months 12 days | |
Dividend yield | 0.00% | |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Award vesting period | 4 years | |
Expiration period | 10 years | |
Dividend yield | 0.00% | |
Amneal Pharmaceuticals, Inc. 2018 Incentive Award Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares authorized (in shares) | 23,000,000 | |
Number of shares available for grant (in shares) | 18,335,646 |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Options (Details) - USD ($) | 9 Months Ended |
Sep. 30, 2018 | |
Number of Shares Under Option | |
Beginning balance (in shares) | 0 |
Conversion of Impax stock options outstanding on May 4, 2018 (in shares) | 3,002,669 |
Options granted (in shares) | 3,462,780 |
Options exercised (in shares) | (278,302) |
Options forfeited (in shares) | (325,048) |
Ending balance (in shares) | 5,862,099 |
Options exercisable at June 30, 2018 (in shares) | 2,521,662 |
Weighted- Average Exercise Price per Share | |
Beginning balance (in dollars per share) | $ 0 |
Conversion of Impax stock options outstanding on May 4, 2018 (in dollars per share) | 18.90 |
Options granted (in dollars per share) | 16.58 |
Options exercised (in dollars per share) | 11.36 |
Options forfeited (in dollars per share) | 23.86 |
Ending balance (in dollars per share) | 17.61 |
Options exercisable at June 30, 2018 (in dollars per share) | $ 19.04 |
Weighted- Average Remaining Contractual Life, Outstanding | 8 years 2 months 12 days |
Weighted- Average Remaining Contractual Life, Exercisable | 6 years 2 months 12 days |
Aggregate Intrinsic Value, Outstanding | $ 0 |
Aggregate Intrinsic Value, Exercisable | $ 15,300 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Units (Details) $ / shares in Units, $ in Millions | 9 Months Ended |
Sep. 30, 2018USD ($)$ / sharesshares | |
Weighted- Average Grant Date Fair Value | |
Weighted- Average Remaining Years | 3 years 6 months 12 days |
Restricted stock units | |
Number of Restricted Stock Units | |
Non-vested at December 31, 2017 (in shares) | shares | 0 |
Granted (in shares) | shares | 1,371,672 |
Vested (in shares) | shares | 0 |
Forfeited (in shares) | shares | (47,755) |
Non-vested at June 30, 2018 (in shares) | shares | 1,323,917 |
Weighted- Average Grant Date Fair Value | |
Non-vested, beginning balance (in dollars per share) | $ / shares | $ 0 |
Granted (in dollars per share) | $ / shares | 17.23 |
Vested (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 18.64 |
Non-vested, beginning balance (in dollars per share) | $ / shares | $ 17.18 |
Aggregate Intrinsic Value | $ | $ 0 |
Stock-Based Compensation - Valu
Stock-Based Compensation - Valuation Assumptions (Details) | 9 Months Ended |
Sep. 30, 2018$ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Dividend yield | 0.00% |
Stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Volatility | 46.50% |
Risk-free interest rate | 2.90% |
Dividend yield | 0.00% |
Weighted-average expected life (years) | 6 years 3 months |
Weighted average grant date fair value (in dollars per share) | $ 8.11 |
Stock-Based Compensation - Shar
Stock-Based Compensation - Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation expense | $ 3,590 | $ 0 | $ 5,234 | $ 0 |
Cost of goods sold | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation expense | 400 | 0 | 515 | 0 |
Selling, general and administrative | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation expense | 2,836 | 0 | 4,259 | 0 |
Research and development | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based compensation expense | $ 354 | $ 0 | $ 460 | $ 0 |
Related Party Transactions - Na
Related Party Transactions - Narrative (Details) € in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Oct. 31, 2017USD ($) | Jun. 30, 2017USD ($)payment | Mar. 31, 2017USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($)lease_agreement | Sep. 30, 2017USD ($) | Dec. 31, 2017USD ($) | Oct. 31, 2017EUR (€) | |
Related Party Transaction [Line Items] | |||||||||
Related party receivables | $ 925,000 | $ 925,000 | $ 16,210,000 | ||||||
Note payable, related party | 78,126,000 | $ 78,126,000 | 0 | ||||||
Kanan, LLC | Affiliated Entity | |||||||||
Related Party Transaction [Line Items] | |||||||||
Number of lease agreements | lease_agreement | 2 | ||||||||
Kanan, LLC | Affiliated Entity | Annual Rental Cost | |||||||||
Related Party Transaction [Line Items] | |||||||||
Amounts of transaction with related party | $ 2,000,000 | ||||||||
Kanan, LLC | Affiliated Entity | Rent Expense | |||||||||
Related Party Transaction [Line Items] | |||||||||
Expenses from transactions with related party | 500,000 | $ 0 | 1,500,000 | $ 1,500,000 | |||||
AE Companies, LLC | Affiliated Entity | |||||||||
Related Party Transaction [Line Items] | |||||||||
Income from related parties | 0 | 400,000 | 0 | 600,000 | |||||
Asana Biosciences, LLC | Affiliated Entity | |||||||||
Related Party Transaction [Line Items] | |||||||||
Income from related parties | 200,000 | 0 | |||||||
Related party receivables | 200,000 | 200,000 | |||||||
Industrial Real Estate Holdings NY, LLC | Affiliated Entity | Rent Expense | |||||||||
Related Party Transaction [Line Items] | |||||||||
Expenses from transactions with related party | 500,000 | 300,000 | 1,000,000 | 900,000 | |||||
Kashiv Pharmaceuticals LLC | Affiliated Entity | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party receivables | 600,000 | 600,000 | 10,400,000 | ||||||
Related parties payable | 800,000 | 800,000 | 600,000 | ||||||
Kashiv Pharmaceuticals LLC | Affiliated Entity | Annual Base Rent | |||||||||
Related Party Transaction [Line Items] | |||||||||
Amounts of transaction with related party | 1,800,000 | ||||||||
Kashiv Pharmaceuticals LLC | Affiliated Entity | Rental Income | |||||||||
Related Party Transaction [Line Items] | |||||||||
Income from related parties | 0 | 500,000 | 400,000 | 1,500,000 | |||||
Kashiv Pharmaceuticals LLC | Affiliated Entity | Profit Share On Various Arrangements | |||||||||
Related Party Transaction [Line Items] | |||||||||
Expenses from transactions with related party | 800,000 | 300,000 | 2,800,000 | 9,600,000 | |||||
Kashiv Pharmaceuticals LLC | Affiliated Entity | Development Services | |||||||||
Related Party Transaction [Line Items] | |||||||||
Expenses from transactions with related party | 0 | 1,100,000 | |||||||
Kashiv Pharmaceuticals LLC | Affiliated Entity | Product Acquisition And Royalty Stream Purchase Agreement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Amounts of transaction with related party | $ 25,000,000 | ||||||||
Number of earn out payments | payment | 2 | ||||||||
Kashiv Pharmaceuticals LLC | Affiliated Entity | Product Acquisition And Royalty Stream Purchase Agreement, Earn-out Payment | |||||||||
Related Party Transaction [Line Items] | |||||||||
Amounts of transaction with related party | $ 5,000,000 | ||||||||
Kashiv Pharmaceuticals LLC | Affiliated Entity | Legal Cost Reimbursement | |||||||||
Related Party Transaction [Line Items] | |||||||||
Amounts of transaction with related party | (7,800,000) | ||||||||
Adello Biologics, LLC | Affiliated Entity | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related parties payable | 10,500,000 | ||||||||
Face amount of related party notes receivable | 14,700,000 | € 12.5 | |||||||
Interest rate on related party notes receivable | 2.00% | ||||||||
Adello Biologics, LLC | Affiliated Entity | Human Resource And Product Quality Assurance Services And License Agreement Expense | |||||||||
Related Party Transaction [Line Items] | |||||||||
Expenses from transactions with related party | 100,000 | 100,000 | 100,000 | 100,000 | |||||
Adello Biologics, LLC | Affiliated Entity | Reimbursement Of Past Development Costs | |||||||||
Related Party Transaction [Line Items] | |||||||||
Expenses from transactions with related party | $ 10,000,000 | ||||||||
Adello Biologics, LLC | Affiliated Entity | License And Commercialization Agreement Up Front Payment | |||||||||
Related Party Transaction [Line Items] | |||||||||
Expenses from transactions with related party | $ 1,500,000 | ||||||||
PharmaSophia, LLC | Affiliated Entity | |||||||||
Related Party Transaction [Line Items] | |||||||||
Income from related parties | 200,000 | 100,000 | 500,000 | 200,000 | |||||
Related party receivables | 100,000 | 100,000 | 100,000 | ||||||
Gemini Laboratories, LLC | Affiliated Entity | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related party receivables | 5,600,000 | ||||||||
Note payable, related party | 78,100,000 | 78,100,000 | |||||||
Note payable, related party, principal | 77,200,000 | 77,200,000 | |||||||
Note payable, related party, accrued interest | 900,000 | 900,000 | |||||||
Note payable, related party, interest expense | $ 600,000 | 900,000 | |||||||
Gemini Laboratories, LLC | Affiliated Entity | Profit Share On Various Arrangements | |||||||||
Related Party Transaction [Line Items] | |||||||||
Income from related parties | 2,400,000 | 4,800,000 | 8,500,000 | ||||||
Gemini Laboratories, LLC | Affiliated Entity | Gross Profit From Sale Of Inventory | |||||||||
Related Party Transaction [Line Items] | |||||||||
Income from related parties | $ 1,300,000 | $ 100,000 | $ 2,200,000 | ||||||
APHC Holdings, LLC | Affiliated Entity | |||||||||
Related Party Transaction [Line Items] | |||||||||
Related parties payable | $ 0 |
Employee Benefit Plans - Narrat
Employee Benefit Plans - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Retirement Benefits [Abstract] | ||||
Contributions to defined contribution plan | $ 2.3 | $ 0.7 | $ 6.6 | $ 1.9 |
Segment Information - Narrative
Segment Information - Narrative (Details) | 9 Months Ended |
Sep. 30, 2018productsegment | |
Segment Reporting [Abstract] | |
Number of reportable segments | segment | 2 |
Number of product families | product | 200 |
Segment Information - Schedules
Segment Information - Schedules of Segment Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Segment Reporting Information [Line Items] | ||||
Net revenue | $ 476,487 | $ 254,733 | $ 1,165,463 | $ 740,285 |
Cost of goods sold | 276,382 | 119,720 | 642,468 | 365,523 |
Gross profit | 200,105 | 135,013 | 522,995 | 374,762 |
Selling, general and administrative | 78,075 | 27,440 | 156,199 | 82,080 |
Research and development | 42,999 | 41,323 | 137,543 | 127,926 |
Intellectual property legal development expenses | 4,401 | 6,693 | 13,024 | 17,786 |
Legal settlement gain | 0 | (21,467) | 0 | (21,467) |
Acquisition, transaction-related and integration expenses | 2,231 | 2,271 | 216,873 | 2,353 |
Restructuring (benefit) expenses | (2,156) | 0 | 42,309 | 0 |
Operating income (loss) | 74,555 | 78,753 | (42,953) | 166,084 |
Operating Segments | Generic | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | 391,175 | 254,733 | 1,028,134 | 740,285 |
Cost of goods sold | 237,866 | 119,720 | 579,994 | 365,523 |
Gross profit | 153,309 | 135,013 | 448,140 | 374,762 |
Selling, general and administrative | 21,030 | 15,030 | 48,854 | 44,838 |
Research and development | 38,997 | 41,323 | 130,412 | 127,926 |
Intellectual property legal development expenses | 3,929 | 6,693 | 12,509 | 17,786 |
Legal settlement gain | (21,467) | (21,467) | ||
Acquisition, transaction-related and integration expenses | 0 | 0 | 114,622 | 0 |
Restructuring (benefit) expenses | (2,885) | 21,912 | ||
Operating income (loss) | 92,238 | 93,434 | 119,831 | 205,679 |
Operating Segments | Specialty Pharma | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | 85,312 | 0 | 137,329 | 0 |
Cost of goods sold | 38,516 | 0 | 62,474 | 0 |
Gross profit | 46,796 | 0 | 74,855 | 0 |
Selling, general and administrative | 19,716 | 0 | 33,265 | 0 |
Research and development | 4,002 | 0 | 7,131 | 0 |
Intellectual property legal development expenses | 472 | 0 | 515 | 0 |
Legal settlement gain | 0 | 0 | ||
Acquisition, transaction-related and integration expenses | 0 | 0 | 0 | 0 |
Restructuring (benefit) expenses | (27) | 2,394 | ||
Operating income (loss) | 22,633 | 0 | 31,550 | 0 |
Corporate and Other | ||||
Segment Reporting Information [Line Items] | ||||
Net revenue | 0 | 0 | 0 | 0 |
Cost of goods sold | 0 | 0 | 0 | 0 |
Gross profit | 0 | 0 | 0 | 0 |
Selling, general and administrative | 37,329 | 12,410 | 74,080 | 37,242 |
Research and development | 0 | 0 | 0 | 0 |
Intellectual property legal development expenses | 0 | 0 | 0 | 0 |
Legal settlement gain | 0 | 0 | ||
Acquisition, transaction-related and integration expenses | 2,231 | 2,271 | 102,251 | 2,353 |
Restructuring (benefit) expenses | 756 | 18,003 | ||
Operating income (loss) | $ (40,316) | $ (14,681) | $ (194,334) | $ (39,595) |
Segment Information - Disaggreg
Segment Information - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Disaggregation of Revenue [Line Items] | ||||
Net revenue | $ 476,487 | $ 254,733 | $ 1,165,463 | $ 740,285 |
Yuvafem-Estradiol | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 48,466 | 29,317 | 106,477 | 100,094 |
Rytary® family | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 33,073 | 53,593 | ||
Epinephrine Auto-Injector family (generic Adrenaclick®) | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 30,259 | 49,425 | ||
Diclofenac Sodium Gel | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 26,455 | 23,903 | 78,551 | 66,023 |
Aspirin; Dipyridamole ER Capsul | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | $ 22,777 | 29,539 | $ 67,718 | 45,133 |
Oseltamivir | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | 19,383 | |||
Lidocaine | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | $ 8,685 | 24,563 | ||
Atovaquone | ||||
Disaggregation of Revenue [Line Items] | ||||
Net revenue | $ 23,198 | |||
Product Concentration Risk | Revenue from Contract with Customer | Yuvafem-Estradiol | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk percentage | 10.00% | 12.00% | 9.00% | 14.00% |
Product Concentration Risk | Revenue from Contract with Customer | Rytary® family | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk percentage | 7.00% | 5.00% | ||
Product Concentration Risk | Revenue from Contract with Customer | Epinephrine Auto-Injector family (generic Adrenaclick®) | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk percentage | 6.00% | 4.00% | ||
Product Concentration Risk | Revenue from Contract with Customer | Diclofenac Sodium Gel | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk percentage | 6.00% | 9.00% | 7.00% | 9.00% |
Product Concentration Risk | Revenue from Contract with Customer | Aspirin; Dipyridamole ER Capsul | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk percentage | 5.00% | 12.00% | 6.00% | 6.00% |
Product Concentration Risk | Revenue from Contract with Customer | Oseltamivir | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk percentage | 8.00% | |||
Product Concentration Risk | Revenue from Contract with Customer | Lidocaine | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk percentage | 3.00% | 3.00% | ||
Product Concentration Risk | Revenue from Contract with Customer | Atovaquone | ||||
Disaggregation of Revenue [Line Items] | ||||
Concentration risk percentage | 3.00% |
Uncategorized Items - amrx-2018
Label | Element | Value |
Distribution Made to Limited Partner, Cash Distributions Declared | us-gaap_DistributionMadeToLimitedPartnerCashDistributionsDeclared | $ 191,560,000 |
Temporary Equity, Accretion to Redemption Value | us-gaap_TemporaryEquityAccretionToRedemptionValue | 11,708,000 |
Redeemable Noncontrolling Interest, Decrease From Repurchase Of Temporary Equity | amrx_RedeemableNoncontrollingInterestDecreaseFromRepurchaseOfTemporaryEquity | (11,775,000) |
Noncontrolling Interest, Increase from Business Combination | us-gaap_NoncontrollingInterestIncreaseFromBusinessCombination | 2,518,000 |
Stock Issued During Period, Value, Stock Options Exercised | us-gaap_StockIssuedDuringPeriodValueStockOptionsExercised | 3,162,000 |
Temporary Equity, Net Income | us-gaap_TemporaryEquityNetIncome | 67,000 |
Stockholders' Equity, Other | us-gaap_StockholdersEquityOther | 3,714,000 |
Partners' Capital Account, Unit-based Compensation | us-gaap_PartnersCapitalAccountUnitBasedCompensation | 158,757,000 |
Noncontrolling Interest, Increase from Subsidiary Equity Issuance | us-gaap_NoncontrollingInterestIncreaseFromSubsidiaryEquityIssuance | 360,000 |
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition | us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue | 5,234,000 |
Stock Issued During Period, Value, Acquisitions | us-gaap_StockIssuedDuringPeriodValueAcquisitions | 1,483,143,000 |
Partners' Capital Account, Contributions | us-gaap_PartnersCapitalAccountContributions | 27,742,000 |
Private Placement [Member] | ||
Stock Repurchased And Reissued During Period, Value | amrx_StockRepurchasedAndReissuedDuringPeriodValue | 32,714,000 |
PPU Holders Distribution [Member] | ||
Stock Repurchased And Reissued During Period, Value | amrx_StockRepurchasedAndReissuedDuringPeriodValue | 4,823,000 |
Member Units [Member] | ||
Partners' Capital Account, Unit-based Compensation | us-gaap_PartnersCapitalAccountUnitBasedCompensation | 158,757,000 |
Stock Issued During Period, Value, Acquisitions | us-gaap_StockIssuedDuringPeriodValueAcquisitions | (189,215,000) |
Partners' Capital Account, Contributions | us-gaap_PartnersCapitalAccountContributions | 27,742,000 |
Noncontrolling Interest [Member] | ||
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | us-gaap_ProfitLoss | 97,000 |
Noncontrolling Interest, Increase from Business Combination | us-gaap_NoncontrollingInterestIncreaseFromBusinessCombination | 2,518,000 |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | us-gaap_OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationAdjustmentNetOfTax | (6,131,000) |
Stock Issued During Period, Value, Stock Options Exercised | us-gaap_StockIssuedDuringPeriodValueStockOptionsExercised | (444,000) |
Stockholders' Equity, Other | us-gaap_StockholdersEquityOther | 1,968,000 |
Net Income (Loss) Attributable to Parent | us-gaap_NetIncomeLoss | (21,355,000) |
Noncontrolling Interest, Increase from Subsidiary Equity Issuance | us-gaap_NoncontrollingInterestIncreaseFromSubsidiaryEquityIssuance | 360,000 |
Stock Issued During Period, Value, Acquisitions | us-gaap_StockIssuedDuringPeriodValueAcquisitions | 626,737,000 |
Noncontrolling Interest [Member] | Private Placement [Member] | ||
Stock Repurchased And Reissued During Period, Value | amrx_StockRepurchasedAndReissuedDuringPeriodValue | (130,501,000) |
Noncontrolling Interest [Member] | PPU Holders Distribution [Member] | ||
Stock Repurchased And Reissued During Period, Value | amrx_StockRepurchasedAndReissuedDuringPeriodValue | (19,181,000) |
Additional Paid-in Capital [Member] | ||
Distribution Made to Limited Partner, Cash Distributions Declared | us-gaap_DistributionMadeToLimitedPartnerCashDistributionsDeclared | 8,562,000 |
Stock Issued During Period, Value, Stock Options Exercised | us-gaap_StockIssuedDuringPeriodValueStockOptionsExercised | 3,610,000 |
Stockholders' Equity, Other | us-gaap_StockholdersEquityOther | 1,746,000 |
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition | us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue | 5,234,000 |
Stock Issued During Period, Value, Acquisitions | us-gaap_StockIssuedDuringPeriodValueAcquisitions | 323,589,000 |
Additional Paid-in Capital [Member] | Private Placement [Member] | ||
Stock Repurchased And Reissued During Period, Value | amrx_StockRepurchasedAndReissuedDuringPeriodValue | 165,180,000 |
Additional Paid-in Capital [Member] | PPU Holders Distribution [Member] | ||
Stock Repurchased And Reissued During Period, Value | amrx_StockRepurchasedAndReissuedDuringPeriodValue | 24,293,000 |
AOCI Attributable to Parent [Member] | ||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | us-gaap_OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationAdjustmentNetOfTax | 1,721,000 |
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax | us-gaap_OtherComprehensiveIncomeLossForeignCurrencyTransactionAndTranslationAdjustmentNetOfTax | (4,554,000) |
Stock Issued During Period, Value, Stock Options Exercised | us-gaap_StockIssuedDuringPeriodValueStockOptionsExercised | (7,000) |
Net Income (Loss) Attributable to Parent | us-gaap_NetIncomeLoss | 0 |
Stock Issued During Period, Value, Acquisitions | us-gaap_StockIssuedDuringPeriodValueAcquisitions | 9,437,000 |
AOCI Attributable to Parent [Member] | Private Placement [Member] | ||
Stock Repurchased And Reissued During Period, Value | amrx_StockRepurchasedAndReissuedDuringPeriodValue | (1,965,000) |
AOCI Attributable to Parent [Member] | PPU Holders Distribution [Member] | ||
Stock Repurchased And Reissued During Period, Value | amrx_StockRepurchasedAndReissuedDuringPeriodValue | (289,000) |
Retained Earnings [Member] | ||
Distribution Made to Limited Partner, Cash Distributions Declared | us-gaap_DistributionMadeToLimitedPartnerCashDistributionsDeclared | 182,998,000 |
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest | us-gaap_ProfitLoss | (148,806,000) |
Net Income (Loss) Attributable to Parent | us-gaap_NetIncomeLoss | (10,976,000) |
Stock Issued During Period, Value, Acquisitions | us-gaap_StockIssuedDuringPeriodValueAcquisitions | 709,612,000 |
Common Class B [Member] | Common Stock [Member] | ||
Stock Issued During Period, Value, Acquisitions | us-gaap_StockIssuedDuringPeriodValueAcquisitions | $ 2,250,000 |
Common Class B [Member] | Common Stock [Member] | Private Placement [Member] | ||
Stock Repurchased And Reissued During Period, Shares | amrx_StockRepurchasedAndReissuedDuringPeriodShares | (46,849,316) |
Stock Repurchased And Reissued During Period, Value | amrx_StockRepurchasedAndReissuedDuringPeriodValue | $ (468,000) |
Common Class B [Member] | Common Stock [Member] | PPU Holders Distribution [Member] | ||
Stock Repurchased And Reissued During Period, Shares | amrx_StockRepurchasedAndReissuedDuringPeriodShares | (6,886,140) |
Stock Repurchased And Reissued During Period, Value | amrx_StockRepurchasedAndReissuedDuringPeriodValue | $ (69,000) |
Common Class A [Member] | Common Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | us-gaap_StockIssuedDuringPeriodSharesStockOptionsExercised | 279,000 |
Stock Issued During Period, Value, Stock Options Exercised | us-gaap_StockIssuedDuringPeriodValueStockOptionsExercised | $ 3,000 |
Stock Issued During Period, Value, Acquisitions | us-gaap_StockIssuedDuringPeriodValueAcquisitions | $ 733,000 |
Common Class A [Member] | Common Stock [Member] | Private Placement [Member] | ||
Stock Repurchased And Reissued During Period, Shares | amrx_StockRepurchasedAndReissuedDuringPeriodShares | 34,520,000 |
Stock Repurchased And Reissued During Period, Value | amrx_StockRepurchasedAndReissuedDuringPeriodValue | $ 345,000 |
Common Class A [Member] | Common Stock [Member] | PPU Holders Distribution [Member] | ||
Stock Repurchased And Reissued During Period, Shares | amrx_StockRepurchasedAndReissuedDuringPeriodShares | 6,886,000 |
Stock Repurchased And Reissued During Period, Value | amrx_StockRepurchasedAndReissuedDuringPeriodValue | $ 69,000 |
Common Class B-1 [Member] | Common Stock [Member] | Private Placement [Member] | ||
Stock Repurchased And Reissued During Period, Shares | amrx_StockRepurchasedAndReissuedDuringPeriodShares | 12,328,767 |
Stock Repurchased And Reissued During Period, Value | amrx_StockRepurchasedAndReissuedDuringPeriodValue | $ 123,000 |