Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 06, 2013 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'AKORN INC | ' |
Entity Central Index Key | '0000003116 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Well-known Seasoned Issuer | 'Yes | ' |
Entity Voluntary Filers | 'No | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 96,357,195 |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-13 | ' |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
CURRENT ASSETS: | ' | ' |
Cash and cash equivalents | $75,598 | $40,781 |
Trade accounts receivable, net | 61,544 | 51,017 |
Inventories, net | 56,722 | 52,495 |
Deferred taxes, current | 6,945 | 9,190 |
Prepaid expenses and other current assets | 4,448 | 5,224 |
TOTAL CURRENT ASSETS | 205,257 | 158,707 |
PROPERTY, PLANT AND EQUIPMENT, NET | 80,510 | 80,679 |
OTHER LONG-TERM ASSETS: | ' | ' |
Goodwill | 29,565 | 32,159 |
Product licensing rights, net | 60,062 | 63,654 |
Other intangibles, net | 14,971 | 16,731 |
Deferred financing costs, net | 5,014 | 3,078 |
Long-term investments | 10,323 | 10,299 |
Deferred taxes, non-current | 1,194 | 930 |
Other | 2,791 | 3,328 |
TOTAL OTHER LONG-TERM ASSETS | 123,920 | 130,179 |
TOTAL ASSETS | 409,687 | 369,565 |
CURRENT LIABILITIES: | ' | ' |
Trade accounts payable | 22,143 | 21,784 |
Accrued compensation | 5,155 | 7,533 |
Accrued royalties | 6,504 | 5,768 |
Accrued administration fees | 1,996 | 2,204 |
Income taxes payable | 198 | 910 |
Accrued expenses and other liabilities | 8,644 | 5,092 |
TOTAL CURRENT LIABILITIES | 44,640 | 43,291 |
LONG-TERM LIABILITIES: | ' | ' |
Long-term debt | 107,694 | 104,637 |
Purchase consideration payable | 16,005 | 16,113 |
Deferred taxes - non-current | 803 | 1,991 |
Product warranty liability | 0 | 1,299 |
Lease incentive obligation and other long-term liabilities | 1,699 | 1,153 |
TOTAL LONG-TERM LIABILITIES | 126,201 | 125,193 |
TOTAL LIABILITIES | 170,841 | 168,484 |
SHAREHOLDERS' EQUITY: | ' | ' |
Common stock, no par value - 150,000,000 shares authorized; 96,335,050 and 95,844,012 shares issued and outstanding at September 30, 2013 and December 31, 2012, respectively | 235,340 | 226,035 |
Warrants to acquire common stock | 17,946 | 17,946 |
Accumulated deficit | -1,312 | -36,996 |
Accumulated other comprehensive loss | -13,128 | -5,904 |
TOTAL SHAREHOLDERS' EQUITY | 238,846 | 201,081 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $409,687 | $369,565 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
SHAREHOLDERS' EQUITY: | ' | ' |
Common stock, no par value (in dollars per share) | $0 | $0 |
Common stock, authorized (in shares) | 150,000,000 | 150,000,000 |
Common stock, issued (in shares) | 96,335,050 | 95,844,012 |
Common stock, outstanding (in shares) | 96,335,050 | 95,844,012 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) [Abstract] | ' | ' | ' | ' |
Revenues | $81,892 | $69,634 | $232,758 | $184,638 |
Cost of sales (exclusive of amortization of intangibles included below) | 38,195 | 29,541 | 107,824 | 77,917 |
GROSS PROFIT | 43,697 | 40,093 | 124,934 | 106,721 |
Selling, general and administrative expenses | 13,645 | 12,346 | 39,093 | 33,625 |
Acquisition-related costs | 1,459 | 511 | 1,978 | 9,155 |
Research and development expenses | 4,837 | 2,874 | 15,857 | 9,824 |
Amortization of intangibles | 1,568 | 1,759 | 4,978 | 5,076 |
TOTAL OPERATING EXPENSES | 21,509 | 17,490 | 61,906 | 57,680 |
OPERATING INCOME | 22,188 | 22,603 | 63,028 | 49,041 |
Amortization of deferred financing costs | -211 | -193 | -622 | -581 |
Interest expense, net | -2,155 | -2,187 | -6,387 | -6,624 |
Other income, net | 160 | 0 | 202 | 0 |
INCOME BEFORE INCOME TAXES | 19,982 | 20,223 | 56,221 | 41,836 |
Income tax provision | 7,777 | 6,470 | 20,537 | 15,269 |
CONSOLIDATED NET INCOME | 12,205 | 13,753 | 35,684 | 26,567 |
CONSOLIDATED NET INCOME PER SHARE: | ' | ' | ' | ' |
BASIC (in dollars per share) | $0.13 | $0.14 | $0.37 | $0.28 |
DILUTED (in dollars per share) | $0.11 | $0.12 | $0.32 | $0.24 |
SHARES USED IN COMPUTING CONSOLIDATED NET INCOME PER SHARE: | ' | ' | ' | ' |
BASIC (in shares) | 96,238 | 95,128 | 96,096 | 95,078 |
DILUTED (in shares) | 113,717 | 111,388 | 112,644 | 110,430 |
COMPREHENSIVE INCOME: | ' | ' | ' | ' |
CONSOLIDATED NET INCOME | 12,205 | 13,753 | 35,684 | 26,567 |
Foreign currency translation (loss) gain | -2,603 | 3,268 | -7,224 | -3,692 |
COMPREHENSIVE INCOME | $9,602 | $17,021 | $28,460 | $22,875 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (Unaudited) (USD $) | Common Stock [Member] | Warrants to acquire Common Stock [Member] | Retained Earnings (Accumulated Deficit) [Member] | Other Comprehensive Loss [Member] | Total |
In Thousands, except Share data, unless otherwise specified | |||||
BALANCES at Dec. 31, 2012 | $226,035 | $17,946 | ($36,996) | ($5,904) | $201,081 |
BALANCES (in shares) at Dec. 31, 2012 | 95,844,000 | ' | ' | ' | 95,844,012 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' |
Consolidated net income | 0 | 0 | 35,684 | 0 | 35,684 |
Exercise of stock options | 1,851 | 0 | 0 | 0 | 1,851 |
Exercise of stock options (in shares) | 414,000 | ' | ' | ' | ' |
Employee stock purchase plan issuances | 588 | 0 | 0 | 0 | 588 |
Employee stock purchase plan issuances (in shares) | 61,000 | ' | ' | ' | ' |
Compensation and share issuances related to restricted stock awards | 518 | 0 | 0 | 0 | 518 |
Compensation and share issuances related to restricted stock awards (in shares) | 16,000 | ' | ' | ' | ' |
Stock-based compensation expense | 5,156 | 0 | 0 | 0 | 5,156 |
Foreign currency translation adjustment | 0 | 0 | 0 | -7,224 | -7,224 |
Excess tax benefit - stock compensation | 1,192 | 0 | 0 | 0 | 1,192 |
BALANCES at Sep. 30, 2013 | $235,340 | $17,946 | ($1,312) | ($13,128) | $238,846 |
BALANCES (in shares) at Sep. 30, 2013 | 96,335,000 | ' | ' | ' | 96,335,050 |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 |
OPERATING ACTIVITIES: | ' | ' |
Consolidated net income | $35,684 | $26,567 |
Adjustments to reconcile consolidated net income to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 9,925 | 8,240 |
Write-off and amortization of deferred financing fees | 622 | 581 |
Amortization of unfavorable contract liability | -475 | 0 |
Non-cash stock compensation expense | 5,674 | 5,049 |
Non-cash interest expense | 3,426 | 3,615 |
Deferred income taxes | 1,829 | 200 |
Excess tax benefit from stock compensation | -1,192 | -2,407 |
Non-cash settlement of product warranty liability | -1,299 | 0 |
Equity in earnings of unconsolidated joint venture | -76 | 0 |
Changes in operating assets and liabilities: | ' | ' |
Trade accounts receivable | -10,858 | -17,208 |
Inventories | -4,575 | -13,080 |
Prepaid expenses and other current assets | 867 | -1,052 |
Trade accounts payable | 1,444 | -733 |
Accrued expenses and other liabilities | 1,414 | 11,540 |
NET CASH PROVIDED BY OPERATING ACTIVITIES | 42,410 | 21,312 |
INVESTING ACTIVITIES: | ' | ' |
Payments for business and product acquisitions | -513 | -55,224 |
Purchases of property, plant and equipment | -7,936 | -14,756 |
NET CASH USED IN INVESTING ACTIVITIES | -8,449 | -69,980 |
FINANCING ACTIVITIES: | ' | ' |
Excess tax benefit from stock compensation | 1,192 | 2,407 |
Debt financing costs | -2,557 | 0 |
Proceeds under stock option and stock purchase plans | 2,439 | 972 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 1,074 | 3,379 |
Effect of exchange rate changes on cash and cash equivalents | -218 | -271 |
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | 34,817 | -45,560 |
Cash and cash equivalents at beginning of period | 40,781 | 83,962 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 75,598 | 38,402 |
SUPPLEMENTAL DISCLOSURES: | ' | ' |
Amount paid for interest | 2,178 | 2,166 |
Amount paid for income taxes | $18,690 | $11,547 |
BUSINESS_AND_BASIS_OF_PRESENTA
BUSINESS AND BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2013 | |
BUSINESS AND BASIS OF PRESENTATION [Abstract] | ' |
BUSINESS AND BASIS OF PRESENTATION | ' |
NOTE 1 — BUSINESS AND BASIS OF PRESENTATION | |
Business: Akorn, Inc. and its wholly-owned subsidiaries (collectively, the “Company”) manufacture and market a full line of diagnostic and therapeutic ophthalmic pharmaceuticals as well as niche hospital drugs and injectable pharmaceuticals. In addition, through its subsidiary Advanced Vision Research, Inc. (“AVR”), the Company manufactures and markets a line of over-the-counter (“OTC”) ophthalmic products for the treatment of dry eye under the TheraTears® brand name, as well as a portfolio of private label OTC ophthalmic products. The Company is a manufacturer and/or marketer of diagnostic and therapeutic pharmaceutical products in various specialty areas, including ophthalmology, antidotes, anti-infectives, vaccines, and controlled substances for pain management and anesthesia, among others. The Company operates pharmaceutical manufacturing plants in the U.S. at Decatur, Illinois and Somerset, New Jersey, and internationally at Paonta Sahib, Himachal Pradesh, India, as well as a central distribution warehouse in Gurnee, Illinois, an R&D center in Vernon Hills, Illinois and corporate offices in Lake Forest, Illinois and Ann Arbor, Michigan. Customers of the Company’s products include group purchasing organizations and their member hospitals, chain drug stores, wholesalers, distributors, physicians, optometrists, alternate site providers, and other pharmaceutical companies. | |
Basis of Presentation: The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and accordingly do not include all the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments of a normal and recurring nature considered necessary for a fair presentation have been included in these financial statements. Operating results for the three and nine-month periods ended September 30, 2013 are not necessarily indicative of the results that may be expected for the full year. For further information, refer to the consolidated financial statements and footnotes for the year ended December 31, 2012, included in the Company’s Annual Report on Form 10-K filed March 1, 2013. | |
The Company has considered the accounting and disclosure of events occurring after the balance sheet date through the filing date of this Form 10-Q. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ' | ||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' | ||||||||||||||||
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||||||||||
Consolidation: The accompanying condensed consolidated financial statements include the accounts of Akorn, Inc. and its wholly-owned domestic and foreign subsidiaries. All inter-company transactions and balances have been eliminated in consolidation. | |||||||||||||||||
Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates. | |||||||||||||||||
Revenue Recognition: Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the sales price is fixed or determinable, and collectability is reasonably assured. Revenue from product sales is recognized when title and risk of loss have passed to the customer. | |||||||||||||||||
Provision for estimated chargebacks, rebates, discounts, product returns and doubtful accounts is made at the time of sale and is analyzed and adjusted, if necessary, at each balance sheet date. | |||||||||||||||||
Chargebacks and Rebates: The Company enters into contractual agreements with certain third parties such as hospitals and group-purchasing organizations to sell certain products at agreed upon prices. The parties have elected to have these contracts administered through wholesalers that buy the product from the Company and subsequently sell it to these third parties. When a wholesaler sells products to one of these third parties that are subject to a contractual price agreement, the difference between the price paid to the Company by the wholesaler and the price under the specific contract is charged back to the Company by the wholesaler. The Company tracks sales and submitted chargebacks by product number and contract for each wholesaler. Utilizing this information, the Company estimates a chargeback percentage for each product. The Company reduces gross sales and increases the chargeback allowance by the estimated chargeback amount for each product sold to a wholesaler. The Company reduces the chargeback allowance when it processes a request for a chargeback from a wholesaler. Actual chargebacks processed by the Company can vary materially from period to period based upon actual sales volume through the wholesalers. However, the Company records the full estimated provision for chargebacks at the time when sales revenues are recognized. | |||||||||||||||||
Management obtains certain wholesaler inventory reports to aid in analyzing the reasonableness of the chargeback allowance. The Company assesses the reasonableness of its recorded chargeback allowance by applying the historical product chargeback percentage to the quantities of inventory on hand at the wholesaler based on the inventory reports, and an estimate of in-transit inventory that is not reported on the wholesaler inventory reports, at the end of the period. The Company estimates the percentage of wholesaler inventory that will ultimately be sold to third parties that have entered into contractual price agreements with the Company based on a six-quarter trend of such sales through wholesalers. The Company uses this percentage estimate until historical trends or other information indicates that a revision should be made. On an ongoing basis, the Company evaluates its actual chargeback rate experience, and incorporates the new trend information into its estimates each quarter as market conditions change. The Company used an estimate of the percentage of product sales subject to chargebacks of 90% during the quarter and nine months ended September 30, 2013, 98.5% for the six months ended June 30, 2012 and 95.0% for the quarter ended September 30, 2012. | |||||||||||||||||
Sales Returns: Certain of the Company’s products are sold subject to terms that allow the customer the right to return the product within specified periods and guidelines for a variety of reasons, including but not limited to pending expiration dates. Provisions are made at the time of sale based upon tracked historical returns experience, by customer in some cases. Historical factors such as one-time events as well as pending new developments that would impact the expected level of returns are also taken into account in determining the appropriate reserve estimate at each balance sheet date. As part of the evaluation of the balance required, the Company considers actual returns to date that are in process, the expected impact of any product recalls and the wholesaler’s inventory information to assess the amount of unconsumed product that may result in a product return to the Company in the future. The sales returns level can be impacted by factors such as overall market demand and competition, and the availability of substitute products which can increase or decrease the end-user pull through for sales of the Company’s products and ultimately impact the level of sales returns. Actual returns experience and trends are factored into the Company’s estimates each quarter as market conditions change. Actual returns processed can vary materially from period to period. | |||||||||||||||||
Allowance for Coupons and Promotions: The Company issues coupons from time to time that are redeemable against our TheraTears® eye care products. Upon release of coupons into the market, the Company records an estimate of the dollar value of coupons expected to be redeemed. This estimate is based on historical experience and is adjusted as needed based on actual redemptions. In addition to couponing, from time to time the Company authorizes various retailers to run in-store promotional sales of its products. Upon receiving confirmation that a promotion was run, the Company accrues an estimate of the dollar amount expected to be owed back to the retailer. This estimate is trued up to actual upon receipt of the invoice from the retailer. | |||||||||||||||||
Advertising and promotional expenses paid to customers are accounted for in accordance with ASC 605-50, Customer Payments and Incentives. | |||||||||||||||||
Inventories: Inventories are stated at the lower of cost (average cost method) or net realizable value (see Note 5 — “Inventories”). The Company maintains an allowance for slow-moving and obsolete inventory as well as inventory with a carrying value in excess of its net realizable value, or “NRV”. For finished goods inventory, the Company estimates the amount of inventory that may not be sold prior to its expiration or is slow moving based upon recent sales activity. The Company also analyzes its raw material and component inventory for slow moving items. | |||||||||||||||||
The Company capitalizes inventory costs associated with its products prior to regulatory approval when, based on management judgment, future commercialization is considered probable and a future economic benefit in excess of the capitalized cost is expected to be realized. The Company assesses the regulatory approval process and where the product stands in relation to that approval process including any known constraints or impediments to approval. The Company also considers the shelf life of the product in relation to the product timeline for approval. | |||||||||||||||||
Income taxes: Deferred income tax assets and liabilities are recognized for the tax effects of temporary differences between the financial reporting and tax bases of assets and liabilities, and net operating loss and other tax credit carry-forwards. These items are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce the recognized deferred tax assets to the amount that is more likely than not to be realized. | |||||||||||||||||
Fair Value of Financial Instruments: The Company accounts for financial instruments in accordance with ASC Topic 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC Topic 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC Topic 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability, and are to be developed based on the best information available in the circumstances. | |||||||||||||||||
The valuation hierarchy is composed of three categories. The classification within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The categories within the valuation hierarchy are described below: | |||||||||||||||||
- | Level 1—Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. The Company’s cash and cash equivalents are considered Level 1 assets. | ||||||||||||||||
- | Level 2—Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as directly or indirectly observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. The Company does not have any Level 2 assets or liabilities. | ||||||||||||||||
- | Level 3—Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. The purchase consideration payable related to the Company’s 2011 acquisition of three branded, injectable drug products from the U.S. subsidiary of H. Lundbeck A/S (the “Lundbeck Acquisition”) is a Level 3 liability. | ||||||||||||||||
The following table summarizes the bases used to measure the fair values of the Company’s financial instruments as of September 30, 2013 and December 31, 2012 (amounts in thousands): | |||||||||||||||||
Fair Value Measurements at Reporting Date, Using: | |||||||||||||||||
Quoted Prices | Significant | ||||||||||||||||
in Active | Other | Significant | |||||||||||||||
Markets for | Observable | Unobservable | |||||||||||||||
September 30, | Identical Items | Inputs | Inputs | ||||||||||||||
Description | 2013 | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
Cash and cash equivalents | $ | 75,598 | $ | 75,598 | $ | — | $ | — | |||||||||
Total assets | $ | 75,598 | $ | 75,598 | $ | — | $ | — | |||||||||
Purchase consideration payable | $ | 14,576 | $ | — | $ | — | $ | 14,576 | |||||||||
Total liabilities | $ | 14,576 | $ | — | $ | — | $ | 14,576 | |||||||||
Quoted Prices | Significant | ||||||||||||||||
in Active | Other | Significant | |||||||||||||||
Markets for | Observable | Unobservable | |||||||||||||||
December 31, | Identical Items | Inputs | Inputs | ||||||||||||||
Description | 2012 | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
Cash and cash equivalents | $ | 40,781 | $ | 40,781 | $ | — | $ | — | |||||||||
Total assets | $ | 40,781 | $ | 40,781 | $ | — | $ | — | |||||||||
Purchase consideration payable | $ | 14,208 | $ | — | $ | — | $ | 14,208 | |||||||||
Total liabilities | $ | 14,208 | $ | — | $ | — | $ | 14,208 | |||||||||
The carrying amount of the purchase consideration payable was initially determined based on the terms of the underlying contracts and the Company’s subjective evaluation of the likelihood of the additional purchase consideration becoming payable. The purchase consideration payable is related to the Company’s obligation to pay additional consideration of $15.0 million related to the acquisition of selected assets from H. Lundbeck A/S (“Lundbeck”) effected on December 22, 2011. The underlying obligation, which is payable three years after the acquisition date, is long-term in nature, and therefore was discounted to present value based on an assumed discount rate. The fair value of the liability is based upon the likelihood of achieving the underlying revenue targets and a derived cost of debt based on the remaining term. Therefore, the liability is sensitive to changes in the market rate of interest. | |||||||||||||||||
The Company initially determined that there was a 100% likelihood of the purchase consideration ultimately becoming payable, and reaffirmed that determination at both December 31, 2012 and September 30, 2013. Should subjective and objective evidence lead the Company to change this assessment, an adjustment to the carrying value of the liability would be recorded as “other income” in the Company’s condensed consolidated statements of comprehensive income. | |||||||||||||||||
At December 31, 2012, the Company performed an evaluation of the fair value of this liability based on utilizing significant unobservable inputs to derive a discount rate of 2.75%, and determined that the appropriate discounted value was $14,208,000. At September 30, 2013, the Company performed an evaluation of the fair value of this liability based on utilizing significant unobservable inputs to derive a discount rate of 2.32%, and determined that the appropriate discounted value was approximately $14,576,000. The $368,000 change in fair value from December 31, 2012 to September 30, 2013 was recorded within “interest expense, net” in the Company’s condensed consolidated statement of comprehensive income for the nine months ended September 30, 2013. | |||||||||||||||||
At September 30, 2013 and December 31, 2012, the Company held long-term investments valued at $10,323,000 and $10,299,000, respectively. The underlying assets are cost-basis investments for which fair value is not readily determinable. | |||||||||||||||||
Business Combinations: Business combinations are accounted for in accordance with ASC 805, Business Combinations, using the acquisition method of accounting. The acquisition method of accounting requires an acquirer to recognize the assets acquired and the liabilities assumed at the acquisition date measured at their fair values as of that date. Fair value determinations are based on discounted cash flow analyses or other valuation techniques. In determining the fair value of the assets acquired and liabilities assumed in a material acquisition, the Company may utilize appraisals from third party valuation firms to determine fair values of some or all of the assets acquired and liabilities assumed, or may complete some or all of the valuations internally. In either case, the Company takes full responsibility for the determination of the fair value of the assets acquired and liabilities assumed. The value of goodwill reflects the excess of the fair value of the consideration conveyed to the seller over the fair value of the net assets received. Under the acquisition method of accounting, the Company will identify the acquirer and the closing date and apply applicable recognition principles and conditions. | |||||||||||||||||
Acquisition-related costs are costs the Company incurs to effect a business combination. The Company accounts for acquisition-related costs as expenses in the periods in which the costs are incurred. |
STOCK_BASED_COMPENSATION
STOCK BASED COMPENSATION | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
STOCK BASED COMPENSATION [Abstract] | ' | ||||||||||||||||
STOCK BASED COMPENSATION | ' | ||||||||||||||||
NOTE 3 — STOCK BASED COMPENSATION | |||||||||||||||||
Stock-based compensation cost is estimated at grant date based on the fair value of the award, and the cost is recognized as expense ratably over the vesting period. The Company uses the Black-Scholes model for estimating the grant date fair value of stock options. Determining the assumptions to be used in the model is highly subjective and requires judgment. The Company uses an expected volatility that is based on the historical volatility of its common stock. The expected life assumption is based on historical employee exercise patterns and employee post-vesting termination behavior. The risk-free interest rate for the expected term of the option is based on the average market rate on U.S. treasury securities of similar term in effect during the quarter in which the options were granted. The dividend yield reflects the Company’s historical experience as well as future expectations over the expected term of the option. The Company estimates forfeitures at the time of grant and revises the estimate in subsequent periods, if necessary, if actual forfeitures differ from initial estimates. | |||||||||||||||||
The Company uses the single-award method for allocating compensation cost related to stock options to each period. The following table sets forth the components of the Company’s stock-based compensation expense for the three and nine month periods ended September 30, 2013 and 2012 (in thousands): | |||||||||||||||||
Three months ended | Nine months ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Stock options and employee stock purchase plan | $ | 1,326 | $ | 1,590 | $ | 5,156 | $ | 4,762 | |||||||||
Restricted stock awards | 104 | 278 | 518 | 287 | |||||||||||||
Total stock-based compensation expense | $ | 1,430 | $ | 1,868 | $ | 5,674 | $ | 5,049 | |||||||||
The weighted-average assumptions used in estimating the grant date fair value of the stock options granted during the three and nine months ended September 30, 2013 and 2012, along with the weighted-average grant date fair values, were as follows: | |||||||||||||||||
Three months ended | Nine months ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Expected volatility | N/A | 71 | % | 59 | % | 84 | % | ||||||||||
Expected life (in years) | N/A | 4 | 4 | 4 | |||||||||||||
Risk-free interest rate | N/A | 0.7 | % | 0.74 | % | 0.74 | % | ||||||||||
Dividend yield | N/A | — | % | — | % | — | % | ||||||||||
Fair value per stock option | N/A | $ | 7.08 | $ | 6.77 | $ | 7.92 | ||||||||||
Forfeiture rate | N/A | 8 | % | 8 | % | 8 | % | ||||||||||
The table below sets forth a summary of activity within the Company’s stock option plan for the nine months ended September 30, 2013: | |||||||||||||||||
Number of | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (Years) | Aggregate | ||||||||||||||
Options | Intrinsic Value | ||||||||||||||||
(in thousands) | |||||||||||||||||
Outstanding at December 31, 2012 | 9,727 | $ | 4.22 | 2.55 | $ | 88,918,000 | |||||||||||
Granted | 276 | 15.02 | |||||||||||||||
Exercised | (415 | ) | 4.48 | ||||||||||||||
Forfeited | (29 | ) | 11.26 | ||||||||||||||
Outstanding at September 30, 2013 | 9,559 | $ | 4.5 | 1.88 | $ | 145,081,000 | |||||||||||
Exercisable at September 30, 2013 | 7,646 | $ | 2.94 | 1.19 | $ | 128,027,000 | |||||||||||
The aggregate intrinsic value for stock options outstanding and exercisable is defined as the difference between the market value of the Company’s common stock as of the date indicated and the exercise price of the stock options. During the three and nine month periods ended September 30, 2013, 145,000 and 415,000 stock options were exercised resulting in cash payments due to the Company of $1,183,000 and $1,859,000, respectively. These stock option exercises generated tax-deductible expenses totaling $1,391,000 and $4,523,000, respectively. During the three and nine month periods ended September 30, 2012, 206,000 and 295,000 stock options were exercised resulting in cash payments to the Company of $452,000 and $599,000, respectively. These option exercises generated tax-deductible expenses totaling $2,496,000 and $3,398,000, respectively. | |||||||||||||||||
The Company also may grant restricted stock awards to certain employees and members of its Board of Directors (“Directors”). Restricted stock awards are valued at the closing market price of the Company’s common stock on the day of grant and the total value of the award is recognized as expense ratably over the vesting period of the grants. On May 4, 2013, the Company granted a total of 31,899 restricted shares to members of its Board of Directors, of which 15,946 shares vested immediately upon issuance and the remaining 15,953 shares will vest on the one-year anniversary of grant. On September 12, 2012, the Company granted a total of 35,000 restricted shares to members of its Board of Directors, of which 17,500 vested immediately upon issuance and the remaining 17,500 vested on September 12, 2013. | |||||||||||||||||
The following is a summary of non-vested restricted stock activity: | |||||||||||||||||
Number of Shares | Weighted Average | ||||||||||||||||
(in thousands) | Grant Date Fair Value | ||||||||||||||||
Non-vested at December 31, 2012 | 17 | $ | 14.63 | ||||||||||||||
Granted | 32 | $ | 15.36 | ||||||||||||||
Forfeited | — | — | |||||||||||||||
Vested | -33 | $ | 14.98 | ||||||||||||||
Non-vested at September 30, 2013 | 16 | $ | 15.36 |
ACCOUNTS_RECEIVABLE_ALLOWANCES
ACCOUNTS RECEIVABLE ALLOWANCES | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
ACCOUNTS RECEIVABLE ALLOWANCES [Abstract] | ' | ||||||||
ACCOUNTS RECEIVABLE ALLOWANCES | ' | ||||||||
NOTE 4 — ACCOUNTS RECEIVABLE ALLOWANCES | |||||||||
The nature of the Company’s business inherently involves, in the ordinary course, significant amounts and substantial volumes of transactions and estimates relating to allowances for product returns, chargebacks, rebates, doubtful accounts and discounts given to customers. This is a natural circumstance of the pharmaceutical industry and is not specific to the Company, and inherently lengthens the collections process. Depending on the product, the end-user customer, the specific terms of national supply contracts and the particular arrangements with the Company’s wholesaler customers, certain rebates, chargebacks and other credits are deducted from the Company’s accounts receivable. The process of claiming these deductions depends on wholesalers reporting to the Company the amount of deductions that were earned under the terms of the respective agreement with the end-user customer (which in turn depends on the specific end-user customer, each having its own pricing arrangement, which entitles it to a particular deduction). This process can lead to partial payments against outstanding invoices as the wholesalers take the claimed deductions at the time of payment. | |||||||||
With the exception of the provision for doubtful accounts, which is reflected as part of selling, general and administrative expense, the provisions for the following customer reserves are reflected in the accompanying financial statements as reductions of revenues in the statements of comprehensive income. The ending reserve balances are included in trade accounts receivable, net in the Company’s condensed consolidated balance sheets. | |||||||||
Net trade accounts receivable consists of the following (in thousands): | |||||||||
SEPTEMBER 30, | DECEMBER 31, | ||||||||
2013 | 2012 | ||||||||
Gross accounts receivable | $ | 85,139 | $ | 74,855 | |||||
Less reserves for: | |||||||||
Chargebacks and rebates | (14,463 | ) | (13,452 | ) | |||||
Product returns | (7,027 | ) | (8,409 | ) | |||||
Discounts and allowances | (1,575 | ) | (1,362 | ) | |||||
Advertising and promotions | (466 | ) | (585 | ) | |||||
Doubtful accounts | (64 | ) | (30 | ) | |||||
Trade accounts receivable, net | $ | 61,544 | $ | 51,017 | |||||
For the three month periods ended September 30, 2013 and 2012, the Company recorded chargeback and rebate expense of $49.4 million and $30.4 million, respectively. For the nine month periods ended September 30, 2013 and 2012, the Company recorded chargeback and rebate expense of $136.1 million and $75.4 million, respectively. | |||||||||
For the three month period ended September 30, 2013, the Company recorded a provision for product returns of $0.7 million. During the three months ended September 30, 2012, the Company recorded $0.3 million benefit as a result of a change in estimate of future product returns. For the nine month periods ended September 30, 2013 and 2012, the Company recorded provisions for product returns of $2.4 million and $2.8 million, respectively. | |||||||||
For the three month periods ended September 30, 2013 and 2012, the Company recorded provisions for cash discounts of $2.2 million and $1.6 million, respectively. For the nine month periods ended September 30, 2013 and 2012, the Company recorded provisions for cash discounts of $6.2 million and $4.2 million, respectively. | |||||||||
The current period increases in the provisions for chargebacks, rebates and cash discounts were related to the increase in sales within the Ophthalmic and Hospital drugs & injectables segments. The changes, year over year, in the provisions for product returns were due to changes in estimated future product returns rates based on historical returns experience. |
INVENTORIES
INVENTORIES | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
INVENTORIES [Abstract] | ' | ||||||||
INVENTORIES | ' | ||||||||
NOTE 5 — INVENTORIES | |||||||||
The components of inventories are as follows (in thousands): | |||||||||
SEPTEMBER 30, | DECEMBER 31, | ||||||||
2013 | 2012 | ||||||||
Finished goods | $ | 22,153 | $ | 24,657 | |||||
Work in process | 5,074 | 3,743 | |||||||
Raw materials and supplies | 29,495 | 24,095 | |||||||
Inventories, net | $ | 56,722 | $ | 52,495 | |||||
The Company maintains reserves and records provisions for slow-moving and obsolete inventory as well as inventory with a carrying value in excess of its net realizable value. Inventory at September 30, 2013 and December 31, 2012 was reported net of these reserves of $4.1 million and $2.2 million, respectively. |
PROPERTY_PLANT_AND_EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
PROPERTY, PLANT AND EQUIPMENT [Abstract] | ' | ||||||||
PROPERTY, PLANT AND EQUIPMENT | ' | ||||||||
NOTE 6 — PROPERTY, PLANT AND EQUIPMENT | |||||||||
Property, plant and equipment consists of the following (in thousands): | |||||||||
SEPTEMBER 30, | DECEMBER 31, | ||||||||
2013 | 2012 | ||||||||
Land | $ | 2,464 | $ | 2,715 | |||||
Buildings and leasehold improvements | 43,903 | 43,190 | |||||||
Furniture and equipment | 74,271 | 70,874 | |||||||
Sub-total | 120,638 | 116,779 | |||||||
Accumulated depreciation | (52,392 | ) | (47,635 | ) | |||||
Property, plant and equipment placed in service, net | 68,246 | 69,144 | |||||||
Construction in progress | 12,264 | 11,535 | |||||||
Property, plant and equipment, net | $ | 80,510 | $ | 80,679 | |||||
A portion of the Company’s property, plant and equipment is located outside the United States. At September 30, 2013 and December 31, 2012, property, plant and equipment, net, with a net carrying value of $20.6 million and $23.7 million, respectively, was located outside the United States at the Company’s manufacturing facility and regional corporate offices in India. | |||||||||
The Company recorded depreciation expense of approximately $4.9 million and $3.2 million during the nine month periods ended September 30, 2013 and 2012, respectively. |
GOODWILL_AND_OTHER_INTANGIBLE_
GOODWILL AND OTHER INTANGIBLE ASSETS | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
GOODWILL AND OTHER INTANGIBLE ASSETS [Abstract] | ' | ||||||||||||||||
GOODWILL AND OTHER INTANGIBLE ASSETS | ' | ||||||||||||||||
NOTE 7 — GOODWILL AND OTHER INTANGIBLE ASSETS | |||||||||||||||||
Goodwill: | |||||||||||||||||
The following table provides a summary of the activity in goodwill by segment for the nine months ended September 30, 2013 (in thousands): | |||||||||||||||||
Ophthalmic | Contract Services | Total | |||||||||||||||
Balances at December 31, 2012 | $ | 11,863 | $ | 20,296 | $ | 32,159 | |||||||||||
Currency translation adjustments | ─ | (2,594 | ) | (2,594 | ) | ||||||||||||
Balances at September 30, 2013 | $ | 11,863 | $ | 17,702 | $ | 29,565 | |||||||||||
Goodwill attributed to the ophthalmic segment was related to the Company’s acquisition of AVR in May 2011. Goodwill attributed to the contract services segment relates to the Company’s acquisition of selected assets of Kilitch Drugs (India) Limited, principally its manufacturing facility in Paonta Sahib, India, in February 2012. | |||||||||||||||||
Other Intangible Assets: | |||||||||||||||||
The following table sets forth information about the net book value of the Company’s intangible assets as of September 30, 2013 and December 31, 2012, and the weighted average remaining amortization period as of September 30, 2013 and December 31, 2012 (in thousands): | |||||||||||||||||
Gross | Accumulated Amortization | Net | Wgtd Avg Remaining Amortization Period | ||||||||||||||
Amount | Balance | ||||||||||||||||
30-Sep-13 | |||||||||||||||||
Goodwill | $ | 29,565 | $ | ─ | $ | 29,565 | N/A | ||||||||||
Product licensing rights | 93,634 | (33,572 | ) | 60,062 | 13.2 years | ||||||||||||
Trademarks | 9,500 | (765 | ) | 8,735 | 27.6 years | ||||||||||||
Customer relationships | 6,133 | (1,338 | ) | 4,795 | 9.7 years | ||||||||||||
Non-compete agreement | 2,392 | (951 | ) | 1,441 | 2.4 years | ||||||||||||
141,224 | (36,626 | ) | 104,598 | ||||||||||||||
31-Dec-12 | |||||||||||||||||
Goodwill | $ | 32,159 | $ | ─ | $ | 32,159 | N/A | ||||||||||
Product licensing rights | 93,534 | (29,880 | ) | 63,654 | 13.8 years | ||||||||||||
Trademarks | 9,500 | (528 | ) | 8,972 | 28.3 years | ||||||||||||
Customer relationships | 6,460 | (865 | ) | 5,595 | 9.8 years | ||||||||||||
Non-compete agreement | 2,743 | (579 | ) | 2,164 | 3.2 years | ||||||||||||
$ | 144,396 | $ | (31,852 | ) | $ | 112,544 | |||||||||||
During the nine month periods ended September 30, 2013 and 2012, the Company recorded amortization expense of $5.0 million and $5.1 million, respectively, related to its product licensing rights and other intangible assets. |
FINANCING_ARRANGEMENTS
FINANCING ARRANGEMENTS | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
FINANCING ARRANGEMENTS [Abstract] | ' | ||||||||||||||||
FINANCING ARRANGEMENTS | ' | ||||||||||||||||
NOTE 8 — FINANCING ARRANGEMENTS | |||||||||||||||||
Convertible Notes | |||||||||||||||||
On June 1, 2011, the Company issued $120.0 million aggregate principal amount of 3.50% Convertible Senior Notes due 2016 (the “Notes”) which included $20.0 million in aggregate principal amount of the Notes issued in connection with the full exercise by the initial purchasers of their over-allotment option. The Notes are governed by the Company’s indenture with Wells Fargo Bank, National Association, as trustee (the “Indenture”). The Notes were offered and sold only to qualified institutional buyers. The net proceeds from the sale of the Notes were approximately $115.3 million, after deducting underwriting fees and other related expenses. | |||||||||||||||||
The Notes have a maturity date of June 1, 2016 and pay interest at an annual rate of 3.50% semiannually in arrears on June 1 and December 1 of each year, with the first interest payment completed on December 1, 2011. The Notes are convertible into Akorn’s common stock, cash or a combination thereof at an initial conversion price of $8.76 per share, which is equivalent to an initial conversion rate of approximately 114.1553 shares per $1,000 principal amount of Notes. The conversion price is subject to adjustment for certain events described in the Indenture, including certain corporate transactions which would increase the conversion rate and decrease the conversion price for a holder that elects to convert their Notes in connection with such corporate transaction. | |||||||||||||||||
The Notes are not listed on any securities exchange or on any automated dealer quotation system, but are traded on a secondary market made by the initial purchasers. The initial purchasers of the Notes advised the Company of their intent to make a market in the Notes following the offering, though they are not obligated to do so and may discontinue any market making at any time. | |||||||||||||||||
As of September 30, 2013, the Notes were trading at approximately 230% of their face value, resulting in a total market value of $276.0 million compared to their face value of $120.0 million. The actual conversion value of the Notes is based on the product of the conversion rate and the market price of the Company’s common stock at conversion, as defined in the Indenture. On September 30, 2013, the Company’s common stock closed at $19.68 per share, resulting in a pro forma conversion value for the Notes of approximately $269.6 million. Increases in the market value of the Company’s common stock increase the Company’s obligation accordingly. There is no upper limit placed on the possible conversion value of the Notes. | |||||||||||||||||
The Notes may be converted at any time prior to the close of business on the business day immediately preceding December 1, 2015 under the following circumstances: (1) during any calendar quarter commencing after September 30, 2011, if the closing sale price of the Company’s common stock, for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the calendar quarter immediately preceding the calendar quarter in which the conversion occurs, is more than 130% of the conversion price in effect on each applicable trading day; (2) during the five consecutive trading-day period following any five consecutive trading-day period in which the trading price for the Notes per $1,000 principal amount of Notes for each such trading day was less than 98% of the closing sale price of the Company’s common stock on such date multiplied by the then-current conversion rate; or (3) upon the occurrence of specified corporate events. On or after December 1, 2015 until the close of business on the business day immediately preceding the stated maturity date, holders may surrender all or any portion of their Notes for conversion at any time, regardless of the foregoing circumstances. Upon conversion, the Company will pay or deliver, at the Company’s option, cash, shares of the Company’s common stock, or a combination thereof. If a “fundamental change” (as defined in the Indenture) occurs prior to the stated maturity date, holders may require the Company to purchase for cash all or a portion of their Notes. | |||||||||||||||||
The Notes became convertible effective April 1, 2012 as a result of the Company’s common stock closing above the required price of $11.39 per share for 20 of the last 30 consecutive trading days in the quarter ended March 31, 2012. In each subsequent quarterly period, this trading price requirement has also been met. Accordingly, the Notes have remained convertible and will continue to be convertible at least through December 31, 2013. | |||||||||||||||||
The Notes are being accounted for in accordance with ASC 470-20. Under ASC 470-20, issuers of convertible debt instruments that may be settled in cash upon conversion, including partial cash settlement, are required to separately account for the liability (debt) and equity (conversion option) components. | |||||||||||||||||
The application of ASC 470-20 resulted in the recognition of $20,470,000 as the value for the equity component. At September 30, 2013 and December 31, 2012, the net carrying amount of the liability component and the remaining unamortized debt discount were as follows (in thousands): | |||||||||||||||||
SEPTEMBER 30, | DECEMBER 31, | ||||||||||||||||
2013 | 2012 | ||||||||||||||||
Carrying amount of equity component | $ | 20,470 | $ | 20,470 | |||||||||||||
Carrying amount of the liability component | 107,694 | 104,637 | |||||||||||||||
Unamortized discount of the liability component | 12,306 | 15,363 | |||||||||||||||
Unamortized deferred financing costs | 2,225 | 2,778 | |||||||||||||||
For the three and nine month periods ended September 30, 2013 and 2012, the Company recorded the following expenses in relation to the Notes (in thousands): | |||||||||||||||||
Three months ended | Nine months ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
Expense Description | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Interest expense at 3.5% coupon rate (1) | $ | 1,050 | $ | 1,050 | $ | 3,150 | $ | 3,150 | |||||||||
Debt discount amortization (1) | 1,037 | 965 | 3,057 | 2,845 | |||||||||||||
Amortization of deferred financing costs | 188 | 174 | 553 | 514 | |||||||||||||
$ | 2,275 | $ | 2,189 | $ | 6,760 | $ | 6,509 | ||||||||||
(1) Included within “Interest expense, net” on the Condensed Consolidated Statements of Comprehensive Income. | |||||||||||||||||
Bank of America Credit Facility | |||||||||||||||||
On October 7, 2011, the Company and its domestic subsidiaries (the “Borrowers”) entered into a Loan and Security Agreement (the “B of A Credit Agreement”) with Bank of America, N.A. (the “Agent”) and other financial institutions (collectively with the Agent, the “B of A Lenders”) through which it obtained a $20.0 million revolving line of credit (the “Facility”), which includes a $2.0 million letter of credit facility. On October 4, 2013, the Company and the B of A Lenders entered into an amendment which increased the total credit commitment from $20.0 million to $60.0 million. The amendment modified certain restrictions and fixed charge ratio coverage requirements regarding Permitted Foreign Investments, as defined in the B of A Credit Agreement. The facility matures in March 2016. The Company may early terminate the B of A Lenders’ commitments under the Facility upon 90 days’ notice to the Agent at any time after the first year. | |||||||||||||||||
Under the terms of the B of A Credit Agreement, amounts outstanding will bear interest at the Company’s election at (a) LIBOR or (b) the bank’s Base Rate (which is the greatest of: (i) the prime rate, (ii) the federal funds rate plus 0.50%, or (iii) LIBOR plus 1.0%), plus an applicable margin, which margin is based on the consolidated fixed charge coverage ratio of the Company and its subsidiaries from time to time. Additionally, the Borrowers will pay an unused line fee of 0.250% per annum on the unused portion of the Facility. Interest and unused line fees will be accrued and paid monthly. In addition, with respect to any letters of credit that may be issued, the Borrowers will pay: (i) a fee equal to the applicable margin times the average amount of outstanding letters of credit, (ii) a fronting fee equal to 0.125% per annum on the stated amount of each letter of credit, and (iii) any additional fees incurred by the applicable issuer in connection with issuing the letter of credit. During an event of default, any interest or fees payable will be increased by 2% per annum. | |||||||||||||||||
Availability under the revolving credit line is equal to the lesser of (a) $60.0 million reduced by outstanding letter of credit obligations or (b) the amount of a Borrowing Base (as defined in accordance with the terms of the B of A Credit Agreement) determined by reference to the value of the Borrowers’ eligible accounts receivable, eligible inventory and fixed assets as of the closing date and the end of each calendar month thereafter. | |||||||||||||||||
Obligations under the B of A Credit Agreement are secured by substantially all of the assets of each of the Borrowers and a pledge by the Borrowers of their respective equity interest in each domestic subsidiary of the Company and 65% of their respective equity interests in any foreign subsidiary of the Company. The B of A Credit Agreement contains representations and warranties, and affirmative and negative covenants customary for financings of this type, including, but not limited to, limitations on: distributions while there are any outstanding commitments or obligations under the B of A Credit Agreement; additional borrowings and liens; additional investments and asset sales, including foreign investments; and fundamental changes to corporate structure or organization documents. The financial covenants require the Borrowers to maintain a fixed charge coverage ratio of at least 1.1 to 1.0 during any period commencing on the date that an event of default occurs or availability under the B of A Credit Agreement is less than 15% of the aggregate B of A Lenders’ commitments under the B of A Credit Agreement. During the term of the agreement, the Company must provide the Agent with monthly, quarterly and annual financial statements, monthly compliance certificates, annual budget projections and copies of press releases and SEC filings. | |||||||||||||||||
As of September 30, 2013, the Company had one outstanding letter of credit in the amount of approximately $0.5 million and no outstanding borrowings under the B of A Credit Agreement, Borrowing availability as of this date was $19.1 million, calculated prior to expansion of the revolving credit line from $20.0 million to $60.0 million. As of December 31, 2012, the Company had no outstanding loans or letters of credit and borrowing availability of $19.7 million. |
EARNINGS_PER_COMMON_SHARE
EARNINGS PER COMMON SHARE | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
EARNINGS PER COMMON SHARE [Abstract] | ' | ||||||||||||||||
EARNINGS PER COMMON SHARE | ' | ||||||||||||||||
NOTE 9 — EARNINGS PER COMMON SHARE | |||||||||||||||||
Basic net income per common share is based upon the weighted average number of common shares outstanding during the period. Diluted net income per common share is based upon the weighted average number of common shares outstanding, including the dilutive effect, if any, of potentially dilutive securities using the treasury stock method. | |||||||||||||||||
The Company’s potentially dilutive securities consist of: (i) vested and unvested stock options that are in-the-money, (ii) warrants that are in-the-money, (iii) unvested restricted stock awards (“RSAs”), and (iv) shares issuable on conversion of convertible notes. Information about the computation of basic and diluted earnings per share is detailed below (in thousands, except per share data): | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Consolidated net income | $ | 12,205 | $ | 13,753 | $ | 35,684 | $ | 26,567 | |||||||||
Consolidated net income per share: | |||||||||||||||||
Basic | $ | 0.13 | $ | 0.14 | $ | 0.37 | $ | 0.28 | |||||||||
Diluted | $ | 0.11 | $ | 0.12 | $ | 0.32 | $ | 0.24 | |||||||||
Shares used in computing consolidated net income per share: | |||||||||||||||||
Weighted average basic shares outstanding | 96,238 | 95,128 | 96,096 | 95,078 | |||||||||||||
Dilutive securities: | |||||||||||||||||
Stock option and unvested RSAs | 4,510 | 4,460 | 4,408 | 4,301 | |||||||||||||
Stock warrants | 6,687 | 6,613 | 6,635 | 6,565 | |||||||||||||
Shares issuable upon conversion of convertible notes (1) | 6,282 | 5,187 | 5,505 | 4,486 | |||||||||||||
Total dilutive securities | 17,479 | 16,260 | 16,548 | 15,352 | |||||||||||||
Weighted average diluted shares outstanding | 113,717 | 111,388 | 112,644 | 110,430 | |||||||||||||
Shares subject to stock options excluded from the calculation of net income per share as their effect would have been anti-dilutive | 1,110 | 775 | 1,335 | 399 | |||||||||||||
(1) The number of shares issuable upon conversion of the Notes is based on the assumption that the Company would repay the principal of the Notes in cash and pay any incremental value in shares of common stock. |
INDUSTRY_SEGMENT_INFORMATION
INDUSTRY SEGMENT INFORMATION | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
INDUSTRY SEGMENT INFORMATION [Abstract] | ' | |||||||
INDUSTRY SEGMENT INFORMATION | ' | |||||||
NOTE 10 — INDUSTRY SEGMENT INFORMATION | ||||||||
During the three and nine month periods ended September 30, 2013 and 2012, the Company reported results for three segments: | ||||||||
- | Ophthalmic | |||||||
- | Hospital Drugs & Injectables | |||||||
- | Contract Services | |||||||
The ophthalmic segment manufactures, markets and distributes diagnostic and therapeutic pharmaceuticals, as well as a line of branded over-the-counter (“OTC”) dry eye treatment products and a portfolio of private label OTC ophthalmic products. The hospital drugs & injectables segment manufactures, markets and distributes drugs and injectable pharmaceuticals, primarily in niche markets, as well as certain vaccines. The contract services segment manufactures products for third party pharmaceutical and biotechnology customers based on their specifications. The contract services segment also includes the operating results of the Company’s subsidiary in India – Akorn India Private Limited (“AIPL”) – as its principal current business activity involves the manufacture of drugs on contract for other drug companies. | ||||||||
Financial information about the Company’s reportable segments is based upon internal financial reports that aggregate certain operating information. The Company’s chief operating decision maker, as defined in ASC Topic 280, Segment Reporting, is its chief executive officer (“CEO”). The Company’s CEO oversees operational assessments and resource allocations based upon the results of the Company’s reportable segments, all of which have available discrete financial information. | ||||||||
Selected financial information by industry segment is presented below (in thousands). | ||||||||
Three Months Ended | Nine Months Ended | |||||||
September 30, | September 30, | |||||||
2013 | 2012 | 2013 | 2012 | |||||
Revenues: | ||||||||
Hospital Drugs & Injectables | $ 47,861 | $ 34,675 | $ | 130,894 | $ 92,335 | |||
Ophthalmic | 29,421 | 28,153 | 83,616 | 75,114 | ||||
Contract Services | 4,610 | 6,806 | 18,248 | 17,189 | ||||
Total revenues | 81,892 | 69,634 | 232,758 | 184,638 | ||||
Gross Profit: | ||||||||
Hospital Drugs & Injectables | 27,759 | 22,278 | 75,669 | 58,132 | ||||
Ophthalmic | 15,578 | 16,637 | 45,839 | 43,869 | ||||
Contract Services | 360 | 1,178 | 3,426 | 4,720 | ||||
Total gross profit | 43,697 | 40,093 | 124,934 | 106,721 | ||||
Operating expenses | 21,509 | 17,490 | 61,906 | 57,680 | ||||
Operating income | 22,188 | 22,603 | 63,028 | 49,041 | ||||
Other expense, net | -2,206 | -2,380 | -6,807 | -7,205 | ||||
Income before income taxes | $ 19,982 | $ 20,223 | $ | 56,221 | $ 41,836 | |||
The Company manages its business segments to the gross profit level and manages its operating and other costs on a company-wide basis. Inter-segment activity at the gross profit level has been minimal. The Company does not identify total assets by segment for internal purposes, as certain of the Company’s manufacturing and warehouse facilities support more than one segment. |
BUSINESS_COMBINATIONS
BUSINESS COMBINATIONS | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
BUSINESS COMBINATIONS [Abstract] | ' | ||||
BUSINESS COMBINATIONS | ' | ||||
NOTE 11 — BUSINESS COMBINATIONS | |||||
Hi-Tech Pharmacal Co., Inc. | |||||
On August 27, 2013, the Company entered into a definitive agreement to acquire Hi-Tech Pharmacal Co, Inc. (“Hi-Tech”) for a total purchase price of approximately $640 million, or $43.50 per outstanding share of Hi-Tech common stock. The acquisition is subject to approval by the shareholders of Hi-Tech, and to review by the Federal Trade Commission pursuant to provisions of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended. The Company expects the acquisition to close in the first quarter of 2014. Upon closing, Akorn Enterprises, Inc., a wholly-owned subsidiary of the Company, will be merged with and into Hi-Tech, which will then be a wholly-owned subsidiary of the Company. | |||||
Hi-Tech is a specialty pharmaceutical company which develops, manufactures and markets generic and branded prescription and OTC products. Hi-Tech specializes in difficult to manufacture liquid and semi-solid dosage forms and produces and markets a range of oral solutions and suspensions, as well as topical ointments and creams, nasal sprays, otics, sterile ophthalmics and sterile ointment and gel products. Hi-Tech’s Health Care Products division is a developer and marketer of OTC products, and their ECR Pharmaceuticals subsidiary markets branded prescription products. Hi-Tech generated net sales of $232.4 million and reported net income of $16.3 million during its fiscal year ended April 30, 2013. | |||||
The goal of the acquisition of Hi-Tech is to strengthen Akorn’s current position as the third largest company in the U.S. generic ophthalmic market, and to broaden the Company’s product offering to include other niche dosage forms such as oral liquids, topical creams and ointments, nasal sprays and otics. Also, this transaction is expected to significantly increase the Company’s retail presence in both prescription and OTC products, and expand the Company’s R&D pipeline. | |||||
Akorn intends to fund the transaction principally through a $600 million term loan, and through Hi-Tech cash assumed through the acquisition. As of July 31, 2013, Hi-Tech reported cash and cash equivalents of $108 million. JPMorgan Chase Bank, N.A. has fully committed financing for the transaction. The Company anticipates that the $600 million term loan will be syndicated and a loan agreement signed during the quarter ending December 31, 201. (For additional information on the purchase agreement and committed financing please refer to the Company’s Current Report on Form 8-K filed on August 28, 2013 and Schedule 13D filed on September 5, 2013.) | |||||
Kilitch Drugs (India) Limited | |||||
On February 28, 2012, Akorn India Private Limited (“AIPL”), a wholly owned subsidiary of the Company, completed the acquisition of selected assets of Kilitch Drugs (India) Limited (“Kilitch”). This acquisition (the “Kilitch Acquisition”) was pursuant to the terms of the Business Transfer Agreement (the “BTA”) and various associated agreements entered into among the Company, Kilitch and the members of the promoter group of Kilitch on October 5, 2011. The primary assets acquired were Kilitch’s manufacturing plant in Paonta Sahib, Himachal Pradesh, India, and its existing book of business. This plant manufactures pharmaceutical products for contract customers in India and for export to various unregulated world markets. While the Paonta Sahib manufacturing facility is not currently certified by the U.S. Food and Drug Administration (the “FDA”) for the exporting of drugs to the U.S., the facility was designed with future FDA certification in mind. Accordingly, the Kilitch Acquisition provided the Company with the potential for future expansion of its manufacturing capacity for products to be sold in the U.S., as well as the opportunity to expand the Company’s footprint into markets outside the U.S. The Company has determined that the assets acquired through the Kilitch Acquisition constitute a “business” as defined by Rule 11-01(d) of Regulation S-X and ASC 805, Business Combinations. Accordingly, the Company has accounted for the Kilitch Acquisition as a business combination. | |||||
Total purchase consideration was approximately $55.2 million. The Company also recorded acquisition-related expenses totaling $10.0 million. Of this total, $7.8 million related to compensation earned from the achievement of acquisition-related milestones, of which $0.5 million was recorded as expense in the quarter ended March 31, 2013, and $1.6 million consisted of stamp duties paid at closing to transfer title to the land and buildings at Paonta Sahib from Kilitch to AIPL. | |||||
The following table sets forth the consideration paid for the Kilitch Acquisition, the acquisition-related costs incurred, and the fair values of the assets acquired and the liabilities assumed (U.S. dollar amounts in thousands): | |||||
Consideration: | Adjusted Fair Valuation | ||||
Cash paid | $ | 55,224 | |||
Less working capital shortfall refunded by sellers | -1,028 | ||||
$ | 54,196 | ||||
Acquisition-related costs: | |||||
Stamp duties paid for transfer of land and buildings | $ | 1,583 | |||
Acquisition-related compensation expense | 7,771 | ||||
Due diligence, legal, travel and other acquisition-related costs | 676 | ||||
$ | 10,030 | ||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | |||||
Accounts receivable | $ | 2,130 | |||
Inventory | 1,799 | ||||
Land | 2,583 | ||||
Buildings, plant and equipment | 8,474 | ||||
Construction in progress | 14,231 | ||||
Goodwill, deductible | 22,613 | ||||
Other intangible assets, deductible | 5,908 | ||||
Other assets | 38 | ||||
Assumed liabilities | -2,878 | ||||
Deferred tax liabilities | -702 | ||||
$ | 54,196 | ||||
The unaudited pro forma results presented below reflect the consolidated operations of the Company as if the Kilitch Acquisition had taken place at the beginning of the period presented. The pro forma results include amortization associated with the acquired intangible assets and interest on funds used for the acquisition. The unaudited pro forma financial information presented below does not reflect the impact of any actual or anticipated synergies expected to result from the acquisition. Accordingly, the unaudited pro forma financial information is not necessarily indicative of the results of operations as they would have been had the transaction been effected on the assumed date (amounts in thousands, except per share data): | |||||
Nine months ended | |||||
30-Sep-12 | |||||
Revenue | $ | 188,642 | |||
Net income | $ | 26,911 | |||
Net income per diluted share | $ | 0.24 | |||
The business acquired through the Kilitch Acquisition generated revenue of $11.7 million and a pre-tax loss of $2.9 million during the nine months ended September 30, 2013. During the nine months ended September 30, 2012, the acquired business generated revenue of $12.4 million and a pre-tax loss of $8.4 million. The pre-tax losses were net of acquisition-related costs of $0.5 million and $8.8 million recorded in the nine month periods ended September 30, 2013 and 2012, respectively. |
COMMITMENTS_AND_CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
COMMITMENTS AND CONTINGENCIES [Abstract] | ' | ||||
COMMITMENTS AND CONTINGENCIES | ' | ||||
NOTE 12 — COMMITMENTS AND CONTINGENCIES | |||||
Payments Due under Strategic Business Agreements | |||||
The Company has entered into strategic business agreements for the development and marketing of finished dosage form pharmaceutical products with various pharmaceutical development companies. Each strategic business agreement includes a future payment schedule for contingent milestone payments. The Company will be responsible for contingent milestone payments to these strategic business partners based upon the occurrence of future events. Each strategic business agreement defines the triggering event for any required future payments, such as meeting product development progress timelines, successful product testing and validation, successful clinical studies, various FDA and other regulatory approvals and other factors as negotiated in each agreement. None of the contingent milestone payments is expected to be individually material to the Company. The Company’s estimate of future milestone payments may vary significantly from period to period. When realized, milestone payments related to events prior to FDA approval will be reported as part of research and development expense in the Company’s condensed consolidated statement of comprehensive income. Milestone payments due upon receipt of FDA approval will be capitalized as intangible assets. | |||||
Based on the agreements the Company has in place with strategic business partners as of September 30, 2013, the table below sets forth the approximate timing and dollar amount of payments that would be due under those agreements, assuming the underlying milestones are achieved in the years indicated (in thousands): | |||||
Year of Payment | Amount | ||||
2013 | $ | 1,454 | |||
2014 | 3,656 | ||||
2015 | 198 | ||||
2016 | 200 | ||||
Total | $ | 5,508 | |||
Business Combinations | |||||
The Company entered into an agreement with H. Lundbeck A/S on December 22, 2011 to acquire its rights to the New Drug Applications (“NDAs”) of three off-patent, branded injectable products (the “Lundbeck Agreement”). Pursuant to the terms of the underlying Asset Sale and Purchase Agreement, the Company paid $45.0 million paid in cash at closing and is obligated to pay $15.0 million in additional consideration on the third anniversary of the closing date. Both the initial $45.0 million closing payment and subsequent $15.0 million in additional consideration are subject to claw-back provisions should sales of the acquired products fail to reach the required levels. The Company has recorded the estimated present value of the $15.0 million as a long-term liability on its balance sheets as of September 30, 2013 and December 31, 2012. | |||||
In connection with the Lundbeck Agreement, the Company also assumed minimum annual purchase obligations under a pharmaceutical manufacturing supply agreement covering two of the three acquired products. The supply agreement committed the Company to purchase $12.9 million in product during the period from 2012 through 2015. The Company determined that its commitment for one of the two products covered by this agreement exceeds the amount of product that it anticipates being able to sell. Accordingly, the Company recorded as part of the business combination a long-term liability of $2.5 million which equaled the estimated present value of the unfavorable contract terms. This liability is being amortized over the contractual term of the supply agreement. | |||||
Product Warranty | |||||
The Company had an outstanding product warranty obligation which related to a ten-year expiration guarantee on injectable radiation antidote products (“DTPA”) sold to the United States Department of Health and Human Services in 2006. The Company had been performing yearly stability studies for this product and, if the stability studies did not support the ten-year product life, it was obligated to replace the product at no charge. The Company’s supplier, Hameln Pharmaceuticals (“Hameln”), was to share half of the cost if the product did not meet the stability requirement. All studies performed had confirmed the product’s stability. The Company maintained a reserve balance of $1.3 million as of December 31, 2012 related to its potential exposure should product need to be replaced due to failure of a stability test. | |||||
During the quarter ended June 30, 2013, the Company and Hameln terminated and settled their contractual relationship related to the Company’s marketing of DTPA products supplied by Hameln. As part of the settlement arrangement, the Company was released from its remaining product warranty obligation. Accordingly, during the quarter ended June 30, 2013, the Company reversed its $1.3 million product warranty reserve and recognized a credit to cost of sales. |
CUSTOMER_AND_SUPPLIER_CONCENTR
CUSTOMER AND SUPPLIER CONCENTRATIONS | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
CUSTOMER AND SUPPLIER CONCENTRATION [Abstract] | ' | ||||||||
CUSTOMER AND SUPPLIER CONCENTRATION | ' | ||||||||
NOTE 13 — CUSTOMER AND SUPPLIER CONCENTRATION | |||||||||
Customer Concentrations | |||||||||
A significant percentage of the Company’s sales are to three large wholesale drug distributors: AmerisourceBergen Health Corporation; Cardinal Health, Inc.; and McKesson Drug Company. These three wholesalers (the “Big 3 Wholesalers”) are all distributors of the Company’s products, as well as suppliers of a broad range of health care products. The following table sets forth the percentage of the Company’s gross accounts receivable as of September 30, 2013 and December 31, 2012, and the gross and net sales for the three and nine month periods ended September 30, 2013 and 2012, attributable to the Big 3 Wholesalers: | |||||||||
Three months ended | Nine months ended September 30, | ||||||||
September 30, | |||||||||
Big 3 Wholesalers combined: | 2013 | 2012 | 2013 | 2012 | |||||
Percentage of gross sales | 61% | 61% | 59% | 56% | |||||
Percentage of net sales revenues | 41% | 46% | 41% | 40% | |||||
30-Sep-13 | 31-Dec-12 | ||||||||
Percentage of gross trade accounts receivable | 65% | 67% | |||||||
If sales to any of the Big 3 Wholesalers were to diminish or cease, the Company believes that the end users of its products would have little difficulty obtaining the Company’s products either directly from the Company or from another distributor. | |||||||||
No other customers accounted for more than 10% of gross sales, net revenues or gross trade receivables for the indicated dates and periods. | |||||||||
Supplier Concentrations | |||||||||
The Company requires a supply of quality raw materials and components to manufacture and package pharmaceutical products for its own use and for third parties with which it has contracted. The principal components of the Company’s products are active and inactive pharmaceutical ingredients and certain packaging materials. Certain of these ingredients and components are available from only a single source and, in the case of certain of the Company’s abbreviated new drug applications (“ANDAs”) and NDAs, only one supplier of raw materials has been identified. Because FDA approval of drugs requires manufacturers to specify their proposed suppliers of active ingredients and certain packaging materials in their applications, FDA approval of any new supplier would be required if active ingredients or such packaging materials were no longer available from the specified supplier. The qualification of a new supplier could delay the Company’s development and marketing efforts. In addition, certain of the pharmaceutical products marketed by the Company are manufactured by a partnered third party manufacturer, which serves as the Company’s sole source of that finished product. If for any reason the Company is unable to obtain sufficient quantities of any of the raw materials or components required to produce and package its products, it may not be able to manufacture its products as planned, which could have a material adverse effect on the Company’s business, financial condition and results of operations. Likewise, if the Company’s manufacturing partners experience any similar difficulties in obtaining raw materials or in manufacturing the finished product, the Company’s results of operations would be negatively impacted. | |||||||||
During the three months ended September 30, 2013, one supplier of the finished form of one of the Company’s pharmaceutical products accounted for approximately 13.5% of the Company’s total purchases during the quarter. No individual supplier represented 10% or more of the Company’s purchases during the nine month period ended September 30, 2013 or during the three and nine month periods ended September 30, 2012. | |||||||||
Product Concentrations | |||||||||
One injectable product represented greater than 10% of the Company’s total sales during the three and nine month periods ended September 30, 2013 and September 30, 2012. During the quarters ended September 30, 2013 and 2012, this product represented 12.5% and 15.8% of the Company’s total sales, respectively. During the nine month periods ended September 30, 2013 and 2012, this product represented 11.8% and 13.4% of the Company’s total sales, respectively. No other product represented 10% or more of the Company’s revenue during these periods. The Company attempts to minimize the risk associated with product concentrations by continuing to acquire and develop new products to add to its portfolio. |
INCOME_TAXES
INCOME TAXES | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
INCOME TAXES [Abstract] | ' | ||||||||||||||||
INCOME TAXES | ' | ||||||||||||||||
NOTE 14 — INCOME TAXES | |||||||||||||||||
The following table sets forth information about the Company’s income tax provision for the periods indicated (dollar amounts in thousands): | |||||||||||||||||
Three Months ended | Nine Months ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Income before income taxes | $ | 19,982 | $ | 20,223 | $ | 56,221 | $ | 41,836 | |||||||||
Income tax provision | 7,777 | 6,470 | 20,537 | 15,269 | |||||||||||||
Net income | $ | 12,205 | $ | 13,753 | $ | 35,684 | $ | 26,567 | |||||||||
Income tax provision as a percentage of income before income taxes | 38.9 | % | 32 | % | 36.5 | % | 36.5 | % | |||||||||
As of September 30, 2013, the Company anticipates that its effective tax rate for the year 2013 will be approximately 36.7%. | |||||||||||||||||
The provision rate of 38.9% in the quarter ended September 30, 2013 reflects the impact of $1.5 million in acquisition-related costs that are expensed for book purposes, but are not deductible for tax purposes. The provision rate of 36.5% for the nine months ended September 30, 2013 benefited from certain prior years’ R&D tax credits that were not recognized in the tax provision recorded in those years. | |||||||||||||||||
The provision rate of 32.0% in the quarter ended September 30, 2012 included the impact of a discrete adjustment for R&D tax credits claimed on the Company’s 2011 income tax return that were not known and quantifiable until the third quarter of 2012, and the effect of court ruling in India that favorably impacted the deductibility of certain acquisition-related costs incurred by the Company in the first quarter of 2012. | |||||||||||||||||
In accordance with ASC 740-10-25, Income Taxes – Recognition, the Company reviews its tax positions to determine whether it is “more likely than not” that its tax positions will be sustained upon examination, and if any tax positions are deemed to fall short of that standard, the Company establishes reserves based on the financial exposure and the likelihood that its tax positions would not be sustained. Based on its evaluations, the Company determined that it would not recognize tax benefits on $0.9 million and $1.5 million related to uncertain tax positions as of September 30, 2013 and December 31, 2012, respectively. If recognized, $0.9 million and $0.3 million of these tax positions as of September 30, 2013 and December 31, 2012, respectively, will impact the Company’s effective rate. Due to recent decisions in Indian case law, in the second quarter of 2013 the Company reevaluated $1.2 million of the balance at December 31, 2012, and determined that it is more likely than not that these positions would be sustained upon examination. These positions relate to temporary differences, and accordingly, the recognition thereof does not impact the Company’s effective tax rate. |
UNCONSOLIDATED_JOINT_VENTURE
UNCONSOLIDATED JOINT VENTURE | 9 Months Ended |
Sep. 30, 2013 | |
UNCONSOLIDATED JOINT VENTURE [Abstract] | ' |
UNCONSOLIDATED JOINT VENTURE | ' |
NOTE 15 — UNCONSOLIDATED JOINT VENTURE | |
The Company is party to a 50/50 joint venture agreement (the “Joint Venture Agreement”), initiated on September 22, 2004, with Strides Arcolab Limited (“Strides”), a pharmaceutical manufacturer based in India, for the development, manufacturing and marketing of various generic pharmaceutical products for sale in the United States. The joint venture, Akorn-Strides LLC (the “Joint Venture Company”), launched its first commercialized product during 2008. It operated until May 2011, at which time it ceased operations upon completing the sale and transfer of its operating assets to Pfizer, Inc. for $63.2 million in cash (the “Pfizer Sale”). Per agreement of the partners, the proceeds were split unevenly, with the Company receiving $35.0 million and Strides receiving $28.2 million. The Joint Venture Company recognized a gain of $63.1 million from the Pfizer Sale, of which $38.9 million was recognized in the fourth quarter of 2010 and the remaining $24.2 million was recognized in the second quarter of 2011. The Joint Venture Company will remain in existence until its remaining assets and liabilities have been liquidated. | |
As of September 30, 2013, the Joint Venture Company held a cash balance of $0.6 million, had total liabilities of $0.1 million, and partners’ equity of $0.5 million. As of December 31, 2012, the Joint Venture Company had cash of $0.8 million, total liabilities of $0.4 million, and partners’ equity of $0.4 million. | |
During the quarter ended March 31, 2013, the Joint Venture Company recorded income of $0.2 million related to adjustments to its reserve for product returns. The Company’s equity interest in this income is included within “other income, net” on the Company’s condensed consolidated statement of comprehensive income for the nine months ended September 30, 2013. The Joint Venture Company recorded no revenue or expenses during the quarter or nine months ended September 30, 2012. |
BUSINESS_AND_BASIS_OF_PRESENTA1
BUSINESS AND BASIS OF PRESENTATION (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
BUSINESS AND BASIS OF PRESENTATION [Abstract] | ' |
Basis of Presentation | ' |
Basis of Presentation: The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and accordingly do not include all the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments of a normal and recurring nature considered necessary for a fair presentation have been included in these financial statements. Operating results for the three and nine-month periods ended September 30, 2013 are not necessarily indicative of the results that may be expected for the full year. For further information, refer to the consolidated financial statements and footnotes for the year ended December 31, 2012, included in the Company’s Annual Report on Form 10-K filed March 1, 2013. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | |
Sep. 30, 2013 | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ' | |
Consolidation | ' | |
Consolidation: The accompanying condensed consolidated financial statements include the accounts of Akorn, Inc. and its wholly-owned domestic and foreign subsidiaries. All inter-company transactions and balances have been eliminated in consolidation. | ||
Use of Estimates | ' | |
Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates. | ||
Revenue Recognition | ' | |
Revenue Recognition: Revenue is recognized when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the sales price is fixed or determinable, and collectability is reasonably assured. Revenue from product sales is recognized when title and risk of loss have passed to the customer. | ||
Provision for estimated chargebacks, rebates, discounts, product returns and doubtful accounts is made at the time of sale and is analyzed and adjusted, if necessary, at each balance sheet date. | ||
Chargebacks and Rebates | ' | |
Chargebacks and Rebates: The Company enters into contractual agreements with certain third parties such as hospitals and group-purchasing organizations to sell certain products at agreed upon prices. The parties have elected to have these contracts administered through wholesalers that buy the product from the Company and subsequently sell it to these third parties. When a wholesaler sells products to one of these third parties that are subject to a contractual price agreement, the difference between the price paid to the Company by the wholesaler and the price under the specific contract is charged back to the Company by the wholesaler. The Company tracks sales and submitted chargebacks by product number and contract for each wholesaler. Utilizing this information, the Company estimates a chargeback percentage for each product. The Company reduces gross sales and increases the chargeback allowance by the estimated chargeback amount for each product sold to a wholesaler. The Company reduces the chargeback allowance when it processes a request for a chargeback from a wholesaler. Actual chargebacks processed by the Company can vary materially from period to period based upon actual sales volume through the wholesalers. However, the Company records the full estimated provision for chargebacks at the time when sales revenues are recognized. | ||
Management obtains certain wholesaler inventory reports to aid in analyzing the reasonableness of the chargeback allowance. The Company assesses the reasonableness of its recorded chargeback allowance by applying the historical product chargeback percentage to the quantities of inventory on hand at the wholesaler based on the inventory reports, and an estimate of in-transit inventory that is not reported on the wholesaler inventory reports, at the end of the period. The Company estimates the percentage of wholesaler inventory that will ultimately be sold to third parties that have entered into contractual price agreements with the Company based on a six-quarter trend of such sales through wholesalers. The Company uses this percentage estimate until historical trends or other information indicates that a revision should be made. On an ongoing basis, the Company evaluates its actual chargeback rate experience, and incorporates the new trend information into its estimates each quarter as market conditions change. The Company used an estimate of the percentage of product sales subject to chargebacks of 90% during the quarter and nine months ended September 30, 2013, 98.5% for the six months ended June 30, 2012 and 95.0% for the quarter ended September 30, 2012. | ||
Sales Returns | ' | |
Sales Returns: Certain of the Company’s products are sold subject to terms that allow the customer the right to return the product within specified periods and guidelines for a variety of reasons, including but not limited to pending expiration dates. Provisions are made at the time of sale based upon tracked historical returns experience, by customer in some cases. Historical factors such as one-time events as well as pending new developments that would impact the expected level of returns are also taken into account in determining the appropriate reserve estimate at each balance sheet date. As part of the evaluation of the balance required, the Company considers actual returns to date that are in process, the expected impact of any product recalls and the wholesaler’s inventory information to assess the amount of unconsumed product that may result in a product return to the Company in the future. The sales returns level can be impacted by factors such as overall market demand and competition, and the availability of substitute products which can increase or decrease the end-user pull through for sales of the Company’s products and ultimately impact the level of sales returns. Actual returns experience and trends are factored into the Company’s estimates each quarter as market conditions change. Actual returns processed can vary materially from period to period. | ||
Allowance for Coupons and Promotions | ' | |
Allowance for Coupons and Promotions: The Company issues coupons from time to time that are redeemable against our TheraTears® eye care products. Upon release of coupons into the market, the Company records an estimate of the dollar value of coupons expected to be redeemed. This estimate is based on historical experience and is adjusted as needed based on actual redemptions. In addition to couponing, from time to time the Company authorizes various retailers to run in-store promotional sales of its products. Upon receiving confirmation that a promotion was run, the Company accrues an estimate of the dollar amount expected to be owed back to the retailer. This estimate is trued up to actual upon receipt of the invoice from the retailer. | ||
Advertising and Promotional Allowances to Customers | ' | |
Advertising and promotional expenses paid to customers are accounted for in accordance with ASC 605-50, Customer Payments and Incentives. | ||
Inventories | ' | |
Inventories: Inventories are stated at the lower of cost (average cost method) or net realizable value (see Note 5 — “Inventories”). The Company maintains an allowance for slow-moving and obsolete inventory as well as inventory with a carrying value in excess of its net realizable value, or “NRV”. For finished goods inventory, the Company estimates the amount of inventory that may not be sold prior to its expiration or is slow moving based upon recent sales activity. The Company also analyzes its raw material and component inventory for slow moving items. | ||
The Company capitalizes inventory costs associated with its products prior to regulatory approval when, based on management judgment, future commercialization is considered probable and a future economic benefit in excess of the capitalized cost is expected to be realized. The Company assesses the regulatory approval process and where the product stands in relation to that approval process including any known constraints or impediments to approval. The Company also considers the shelf life of the product in relation to the product timeline for approval. | ||
Income taxes | ' | |
Income taxes: Deferred income tax assets and liabilities are recognized for the tax effects of temporary differences between the financial reporting and tax bases of assets and liabilities, and net operating loss and other tax credit carry-forwards. These items are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce the recognized deferred tax assets to the amount that is more likely than not to be realized. | ||
Fair Value of Financial Instruments | ' | |
Fair Value of Financial Instruments: The Company accounts for financial instruments in accordance with ASC Topic 820, which establishes a framework for measuring fair value and clarifies the definition of fair value within that framework. ASC Topic 820 defines fair value as an exit price, which is the price that would be received for an asset or paid to transfer a liability in the Company’s principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy established in ASC Topic 820 generally requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. Observable inputs reflect the assumptions that market participants would use in pricing the asset or liability and are developed based on market data obtained from sources independent of the reporting entity. Unobservable inputs reflect the entity’s own assumptions based on market data and the entity’s judgments about the assumptions that market participants would use in pricing the asset or liability, and are to be developed based on the best information available in the circumstances. | ||
The valuation hierarchy is composed of three categories. The classification within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The categories within the valuation hierarchy are described below: | ||
- | Level 1—Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. The Company’s cash and cash equivalents are considered Level 1 assets. | |
- | Level 2—Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as directly or indirectly observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. The Company does not have any Level 2 assets or liabilities. | |
- | Level 3—Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. The purchase consideration payable related to the Company’s 2011 acquisition of three branded, injectable drug products from the U.S. subsidiary of H. Lundbeck A/S (the “Lundbeck Acquisition”) is a Level 3 liability. | |
Business Combinations | ' | |
Business Combinations: Business combinations are accounted for in accordance with ASC 805, Business Combinations, using the acquisition method of accounting. The acquisition method of accounting requires an acquirer to recognize the assets acquired and the liabilities assumed at the acquisition date measured at their fair values as of that date. Fair value determinations are based on discounted cash flow analyses or other valuation techniques. In determining the fair value of the assets acquired and liabilities assumed in a material acquisition, the Company may utilize appraisals from third party valuation firms to determine fair values of some or all of the assets acquired and liabilities assumed, or may complete some or all of the valuations internally. In either case, the Company takes full responsibility for the determination of the fair value of the assets acquired and liabilities assumed. The value of goodwill reflects the excess of the fair value of the consideration conveyed to the seller over the fair value of the net assets received. Under the acquisition method of accounting, the Company will identify the acquirer and the closing date and apply applicable recognition principles and conditions. | ||
Acquisition-related costs are costs the Company incurs to effect a business combination. The Company accounts for acquisition-related costs as expenses in the periods in which the costs are incurred. |
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ' | ||||||||||||||||
Basis Used to Measure Fair Values of Financial Instruments | ' | ||||||||||||||||
The following table summarizes the bases used to measure the fair values of the Company’s financial instruments as of September 30, 2013 and December 31, 2012 (amounts in thousands): | |||||||||||||||||
Fair Value Measurements at Reporting Date, Using: | |||||||||||||||||
Quoted Prices | Significant | ||||||||||||||||
in Active | Other | Significant | |||||||||||||||
Markets for | Observable | Unobservable | |||||||||||||||
September 30, | Identical Items | Inputs | Inputs | ||||||||||||||
Description | 2013 | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
Cash and cash equivalents | $ | 75,598 | $ | 75,598 | $ | — | $ | — | |||||||||
Total assets | $ | 75,598 | $ | 75,598 | $ | — | $ | — | |||||||||
Purchase consideration payable | $ | 14,576 | $ | — | $ | — | $ | 14,576 | |||||||||
Total liabilities | $ | 14,576 | $ | — | $ | — | $ | 14,576 | |||||||||
Quoted Prices | Significant | ||||||||||||||||
in Active | Other | Significant | |||||||||||||||
Markets for | Observable | Unobservable | |||||||||||||||
December 31, | Identical Items | Inputs | Inputs | ||||||||||||||
Description | 2012 | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
Cash and cash equivalents | $ | 40,781 | $ | 40,781 | $ | — | $ | — | |||||||||
Total assets | $ | 40,781 | $ | 40,781 | $ | — | $ | — | |||||||||
Purchase consideration payable | $ | 14,208 | $ | — | $ | — | $ | 14,208 | |||||||||
Total liabilities | $ | 14,208 | $ | — | $ | — | $ | 14,208 | |||||||||
STOCK_BASED_COMPENSATION_Table
STOCK BASED COMPENSATION (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
STOCK BASED COMPENSATION [Abstract] | ' | ||||||||||||||||
Components of Stock-Based Compensation Expense | ' | ||||||||||||||||
The following table sets forth the components of the Company’s stock-based compensation expense for the three and nine month periods ended September 30, 2013 and 2012 (in thousands): | |||||||||||||||||
Three months ended | Nine months ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Stock options and employee stock purchase plan | $ | 1,326 | $ | 1,590 | $ | 5,156 | $ | 4,762 | |||||||||
Restricted stock awards | 104 | 278 | 518 | 287 | |||||||||||||
Total stock-based compensation expense | $ | 1,430 | $ | 1,868 | $ | 5,674 | $ | 5,049 | |||||||||
Weighted-Average Assumptions Used in Estimating Grant Date Fair Value of Stock Options Granted | ' | ||||||||||||||||
The weighted-average assumptions used in estimating the grant date fair value of the stock options granted during the three and nine months ended September 30, 2013 and 2012, along with the weighted-average grant date fair values, were as follows: | |||||||||||||||||
Three months ended | Nine months ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Expected volatility | N/A | 71 | % | 59 | % | 84 | % | ||||||||||
Expected life (in years) | N/A | 4 | 4 | 4 | |||||||||||||
Risk-free interest rate | N/A | 0.7 | % | 0.74 | % | 0.74 | % | ||||||||||
Dividend yield | N/A | — | % | — | % | — | % | ||||||||||
Fair value per stock option | N/A | $ | 7.08 | $ | 6.77 | $ | 7.92 | ||||||||||
Forfeiture rate | N/A | 8 | % | 8 | % | 8 | % | ||||||||||
Share Based Compensation Plan Activity | ' | ||||||||||||||||
The table below sets forth a summary of activity within the Company’s stock option plan for the nine months ended September 30, 2013: | |||||||||||||||||
Number of | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (Years) | Aggregate | ||||||||||||||
Options | Intrinsic Value | ||||||||||||||||
(in thousands) | |||||||||||||||||
Outstanding at December 31, 2012 | 9,727 | $ | 4.22 | 2.55 | $ | 88,918,000 | |||||||||||
Granted | 276 | 15.02 | |||||||||||||||
Exercised | (415 | ) | 4.48 | ||||||||||||||
Forfeited | (29 | ) | 11.26 | ||||||||||||||
Outstanding at September 30, 2013 | 9,559 | $ | 4.5 | 1.88 | $ | 145,081,000 | |||||||||||
Exercisable at September 30, 2013 | 7,646 | $ | 2.94 | 1.19 | $ | 128,027,000 | |||||||||||
Non Vested Restricted Stock Activity | ' | ||||||||||||||||
The following is a summary of non-vested restricted stock activity: | |||||||||||||||||
Number of Shares | Weighted Average | ||||||||||||||||
(in thousands) | Grant Date Fair Value | ||||||||||||||||
Non-vested at December 31, 2012 | 17 | $ | 14.63 | ||||||||||||||
Granted | 32 | $ | 15.36 | ||||||||||||||
Forfeited | — | — | |||||||||||||||
Vested | -33 | $ | 14.98 | ||||||||||||||
Non-vested at September 30, 2013 | 16 | $ | 15.36 |
ACCOUNTS_RECEIVABLE_ALLOWANCES1
ACCOUNTS RECEIVABLE ALLOWANCES (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
ACCOUNTS RECEIVABLE ALLOWANCES [Abstract] | ' | ||||||||
Net Trade Accounts Receivable | ' | ||||||||
Net trade accounts receivable consists of the following (in thousands): | |||||||||
SEPTEMBER 30, | DECEMBER 31, | ||||||||
2013 | 2012 | ||||||||
Gross accounts receivable | $ | 85,139 | $ | 74,855 | |||||
Less reserves for: | |||||||||
Chargebacks and rebates | (14,463 | ) | (13,452 | ) | |||||
Product returns | (7,027 | ) | (8,409 | ) | |||||
Discounts and allowances | (1,575 | ) | (1,362 | ) | |||||
Advertising and promotions | (466 | ) | (585 | ) | |||||
Doubtful accounts | (64 | ) | (30 | ) | |||||
Trade accounts receivable, net | $ | 61,544 | $ | 51,017 | |||||
INVENTORIES_Tables
INVENTORIES (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
INVENTORIES [Abstract] | ' | ||||||||
Inventories | ' | ||||||||
The components of inventories are as follows (in thousands): | |||||||||
SEPTEMBER 30, | DECEMBER 31, | ||||||||
2013 | 2012 | ||||||||
Finished goods | $ | 22,153 | $ | 24,657 | |||||
Work in process | 5,074 | 3,743 | |||||||
Raw materials and supplies | 29,495 | 24,095 | |||||||
Inventories, net | $ | 56,722 | $ | 52,495 | |||||
PROPERTY_PLANT_AND_EQUIPMENT_T
PROPERTY, PLANT AND EQUIPMENT (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
PROPERTY, PLANT AND EQUIPMENT [Abstract] | ' | ||||||||
Property, Plant and Equipment | ' | ||||||||
Property, plant and equipment consists of the following (in thousands): | |||||||||
SEPTEMBER 30, | DECEMBER 31, | ||||||||
2013 | 2012 | ||||||||
Land | $ | 2,464 | $ | 2,715 | |||||
Buildings and leasehold improvements | 43,903 | 43,190 | |||||||
Furniture and equipment | 74,271 | 70,874 | |||||||
Sub-total | 120,638 | 116,779 | |||||||
Accumulated depreciation | (52,392 | ) | (47,635 | ) | |||||
Property, plant and equipment placed in service, net | 68,246 | 69,144 | |||||||
Construction in progress | 12,264 | 11,535 | |||||||
Property, plant and equipment, net | $ | 80,510 | $ | 80,679 | |||||
GOODWILL_AND_OTHER_INTANGIBLE_1
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
GOODWILL AND OTHER INTANGIBLE ASSETS [Abstract] | ' | ||||||||||||||||
Summary of Goodwill | ' | ||||||||||||||||
The following table provides a summary of the activity in goodwill by segment for the nine months ended September 30, 2013 (in thousands): | |||||||||||||||||
Ophthalmic | Contract Services | Total | |||||||||||||||
Balances at December 31, 2012 | $ | 11,863 | $ | 20,296 | $ | 32,159 | |||||||||||
Currency translation adjustments | ─ | (2,594 | ) | (2,594 | ) | ||||||||||||
Balances at September 30, 2013 | $ | 11,863 | $ | 17,702 | $ | 29,565 | |||||||||||
Intangible Assets | ' | ||||||||||||||||
The following table sets forth information about the net book value of the Company’s intangible assets as of September 30, 2013 and December 31, 2012, and the weighted average remaining amortization period as of September 30, 2013 and December 31, 2012 (in thousands): | |||||||||||||||||
Gross | Accumulated Amortization | Net | Wgtd Avg Remaining Amortization Period | ||||||||||||||
Amount | Balance | ||||||||||||||||
30-Sep-13 | |||||||||||||||||
Goodwill | $ | 29,565 | $ | ─ | $ | 29,565 | N/A | ||||||||||
Product licensing rights | 93,634 | (33,572 | ) | 60,062 | 13.2 years | ||||||||||||
Trademarks | 9,500 | (765 | ) | 8,735 | 27.6 years | ||||||||||||
Customer relationships | 6,133 | (1,338 | ) | 4,795 | 9.7 years | ||||||||||||
Non-compete agreement | 2,392 | (951 | ) | 1,441 | 2.4 years | ||||||||||||
141,224 | (36,626 | ) | 104,598 | ||||||||||||||
31-Dec-12 | |||||||||||||||||
Goodwill | $ | 32,159 | $ | ─ | $ | 32,159 | N/A | ||||||||||
Product licensing rights | 93,534 | (29,880 | ) | 63,654 | 13.8 years | ||||||||||||
Trademarks | 9,500 | (528 | ) | 8,972 | 28.3 years | ||||||||||||
Customer relationships | 6,460 | (865 | ) | 5,595 | 9.8 years | ||||||||||||
Non-compete agreement | 2,743 | (579 | ) | 2,164 | 3.2 years | ||||||||||||
$ | 144,396 | $ | (31,852 | ) | $ | 112,544 |
FINANCING_ARRANGEMENTS_Tables
FINANCING ARRANGEMENTS (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
FINANCING ARRANGEMENTS [Abstract] | ' | ||||||||||||||||
Carrying Amount of Liability Component and Remaining Unamortized Debt Discount | ' | ||||||||||||||||
The application of ASC 470-20 resulted in the recognition of $20,470,000 as the value for the equity component. At September 30, 2013 and December 31, 2012, the net carrying amount of the liability component and the remaining unamortized debt discount were as follows (in thousands): | |||||||||||||||||
SEPTEMBER 30, | DECEMBER 31, | ||||||||||||||||
2013 | 2012 | ||||||||||||||||
Carrying amount of equity component | $ | 20,470 | $ | 20,470 | |||||||||||||
Carrying amount of the liability component | 107,694 | 104,637 | |||||||||||||||
Unamortized discount of the liability component | 12,306 | 15,363 | |||||||||||||||
Unamortized deferred financing costs | 2,225 | 2,778 | |||||||||||||||
Expenses in Relation To Convertible Notes | ' | ||||||||||||||||
For the three and nine month periods ended September 30, 2013 and 2012, the Company recorded the following expenses in relation to the Notes (in thousands): | |||||||||||||||||
Three months ended | Nine months ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
Expense Description | 2013 | 2012 | 2013 | 2012 | |||||||||||||
Interest expense at 3.5% coupon rate (1) | $ | 1,050 | $ | 1,050 | $ | 3,150 | $ | 3,150 | |||||||||
Debt discount amortization (1) | 1,037 | 965 | 3,057 | 2,845 | |||||||||||||
Amortization of deferred financing costs | 188 | 174 | 553 | 514 | |||||||||||||
$ | 2,275 | $ | 2,189 | $ | 6,760 | $ | 6,509 | ||||||||||
(1) Included within “Interest expense, net” on the Condensed Consolidated Statements of Comprehensive Income. |
EARNINGS_PER_COMMON_SHARE_Tabl
EARNINGS PER COMMON SHARE (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
EARNINGS PER COMMON SHARE [Abstract] | ' | ||||||||||||||||
Reconciliation of Earnings Per Share Data | ' | ||||||||||||||||
The Company’s potentially dilutive securities consist of: (i) vested and unvested stock options that are in-the-money, (ii) warrants that are in-the-money, (iii) unvested restricted stock awards (“RSAs”), and (iv) shares issuable on conversion of convertible notes. Information about the computation of basic and diluted earnings per share is detailed below (in thousands, except per share data): | |||||||||||||||||
Three Months Ended | Nine Months Ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Consolidated net income | $ | 12,205 | $ | 13,753 | $ | 35,684 | $ | 26,567 | |||||||||
Consolidated net income per share: | |||||||||||||||||
Basic | $ | 0.13 | $ | 0.14 | $ | 0.37 | $ | 0.28 | |||||||||
Diluted | $ | 0.11 | $ | 0.12 | $ | 0.32 | $ | 0.24 | |||||||||
Shares used in computing consolidated net income per share: | |||||||||||||||||
Weighted average basic shares outstanding | 96,238 | 95,128 | 96,096 | 95,078 | |||||||||||||
Dilutive securities: | |||||||||||||||||
Stock option and unvested RSAs | 4,510 | 4,460 | 4,408 | 4,301 | |||||||||||||
Stock warrants | 6,687 | 6,613 | 6,635 | 6,565 | |||||||||||||
Shares issuable upon conversion of convertible notes (1) | 6,282 | 5,187 | 5,505 | 4,486 | |||||||||||||
Total dilutive securities | 17,479 | 16,260 | 16,548 | 15,352 | |||||||||||||
Weighted average diluted shares outstanding | 113,717 | 111,388 | 112,644 | 110,430 | |||||||||||||
Shares subject to stock options excluded from the calculation of net income per share as their effect would have been anti-dilutive | 1,110 | 775 | 1,335 | 399 | |||||||||||||
(1) The number of shares issuable upon conversion of the Notes is based on the assumption that the Company would repay the principal of the Notes in cash and pay any incremental value in shares of common stock. |
INDUSTRY_SEGMENT_INFORMATION_T
INDUSTRY SEGMENT INFORMATION (Tables) | 9 Months Ended | |||||||
Sep. 30, 2013 | ||||||||
INDUSTRY SEGMENT INFORMATION [Abstract] | ' | |||||||
Selected Financial Information by Industry Segment | ' | |||||||
Selected financial information by industry segment is presented below (in thousands). | ||||||||
Three Months Ended | Nine Months Ended | |||||||
September 30, | September 30, | |||||||
2013 | 2012 | 2013 | 2012 | |||||
Revenues: | ||||||||
Hospital Drugs & Injectables | $ 47,861 | $ 34,675 | $ | 130,894 | $ 92,335 | |||
Ophthalmic | 29,421 | 28,153 | 83,616 | 75,114 | ||||
Contract Services | 4,610 | 6,806 | 18,248 | 17,189 | ||||
Total revenues | 81,892 | 69,634 | 232,758 | 184,638 | ||||
Gross Profit: | ||||||||
Hospital Drugs & Injectables | 27,759 | 22,278 | 75,669 | 58,132 | ||||
Ophthalmic | 15,578 | 16,637 | 45,839 | 43,869 | ||||
Contract Services | 360 | 1,178 | 3,426 | 4,720 | ||||
Total gross profit | 43,697 | 40,093 | 124,934 | 106,721 | ||||
Operating expenses | 21,509 | 17,490 | 61,906 | 57,680 | ||||
Operating income | 22,188 | 22,603 | 63,028 | 49,041 | ||||
Other expense, net | -2,206 | -2,380 | -6,807 | -7,205 | ||||
Income before income taxes | $ 19,982 | $ 20,223 | $ | 56,221 | $ 41,836 |
BUSINESS_COMBINATIONS_Tables
BUSINESS COMBINATIONS (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
BUSINESS COMBINATIONS [Abstract] | ' | ||||
Schedule of Consideration Paid for the Acquisition-Related Costs Incurred, and Fair Values of Assets acquired and Liabilities Assumed | ' | ||||
The following table sets forth the consideration paid for the Kilitch Acquisition, the acquisition-related costs incurred, and the fair values of the assets acquired and the liabilities assumed (U.S. dollar amounts in thousands): | |||||
Consideration: | Adjusted Fair Valuation | ||||
Cash paid | $ | 55,224 | |||
Less working capital shortfall refunded by sellers | -1,028 | ||||
$ | 54,196 | ||||
Acquisition-related costs: | |||||
Stamp duties paid for transfer of land and buildings | $ | 1,583 | |||
Acquisition-related compensation expense | 7,771 | ||||
Due diligence, legal, travel and other acquisition-related costs | 676 | ||||
$ | 10,030 | ||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | |||||
Accounts receivable | $ | 2,130 | |||
Inventory | 1,799 | ||||
Land | 2,583 | ||||
Buildings, plant and equipment | 8,474 | ||||
Construction in progress | 14,231 | ||||
Goodwill, deductible | 22,613 | ||||
Other intangible assets, deductible | 5,908 | ||||
Other assets | 38 | ||||
Assumed liabilities | -2,878 | ||||
Deferred tax liabilities | -702 | ||||
$ | 54,196 | ||||
Unaudited Pro Forma Financial Information | ' | ||||
Accordingly, the unaudited pro forma financial information is not necessarily indicative of the results of operations as they would have been had the transaction been effected on the assumed date (amounts in thousands, except per share data): | |||||
Nine months ended | |||||
30-Sep-12 | |||||
Revenue | $ | 188,642 | |||
Net income | $ | 26,911 | |||
Net income per diluted share | $ | 0.24 | |||
COMMITMENTS_AND_CONTINGENCIES_
COMMITMENTS AND CONTINGENCIES (Tables) | 9 Months Ended | ||||
Sep. 30, 2013 | |||||
COMMITMENTS AND CONTINGENCIES [Abstract] | ' | ||||
Commitment Payment to Strategic Business Partners | ' | ||||
Based on the agreements the Company has in place with strategic business partners as of September 30, 2013, the table below sets forth the approximate timing and dollar amount of payments that would be due under those agreements, assuming the underlying milestones are achieved in the years indicated (in thousands): | |||||
Year of Payment | Amount | ||||
2013 | $ | 1,454 | |||
2014 | 3,656 | ||||
2015 | 198 | ||||
2016 | 200 | ||||
Total | $ | 5,508 |
CUSTOMER_AND_SUPPLIER_CONCENTR1
CUSTOMER AND SUPPLIER CONCENTRATION (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
CUSTOMER AND SUPPLIER CONCENTRATION [Abstract] | ' | ||||||||
Company's Gross and Net Sales and Gross Accounts Receivable | ' | ||||||||
The following table sets forth the percentage of the Company’s gross accounts receivable as of September 30, 2013 and December 31, 2012, and the gross and net sales for the three and nine month periods ended September 30, 2013 and 2012, attributable to the Big 3 Wholesalers: | |||||||||
Three months ended | Nine months ended September 30, | ||||||||
September 30, | |||||||||
Big 3 Wholesalers combined: | 2013 | 2012 | 2013 | 2012 | |||||
Percentage of gross sales | 61% | 61% | 59% | 56% | |||||
Percentage of net sales revenues | 41% | 46% | 41% | 40% | |||||
30-Sep-13 | 31-Dec-12 | ||||||||
Percentage of gross trade accounts receivable | 65% | 67% | |||||||
INCOME_TAXES_Tables
INCOME TAXES (Tables) | 9 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
INCOME TAXES [Abstract] | ' | ||||||||||||||||
Income Tax Provision | ' | ||||||||||||||||
The following table sets forth information about the Company’s income tax provision for the periods indicated (dollar amounts in thousands): | |||||||||||||||||
Three Months ended | Nine Months ended | ||||||||||||||||
September 30, | September 30, | ||||||||||||||||
2013 | 2012 | 2013 | 2012 | ||||||||||||||
Income before income taxes | $ | 19,982 | $ | 20,223 | $ | 56,221 | $ | 41,836 | |||||||||
Income tax provision | 7,777 | 6,470 | 20,537 | 15,269 | |||||||||||||
Net income | $ | 12,205 | $ | 13,753 | $ | 35,684 | $ | 26,567 | |||||||||
Income tax provision as a percentage of income before income taxes | 38.9 | % | 32 | % | 36.5 | % | 36.5 | % | |||||||||
SUMMARY_OF_SIGNIFICANT_ACCOUNT3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2012 | Jun. 30, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | |
Quarter | ||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | ' | ' | ' | ' |
Number of quarters in trend basis | ' | ' | 6 | ' |
Estimated percentage amount of wholesaler inventory (in hundredths) | 95.00% | 98.50% | 90.00% | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' |
Discount rate (in hundredths) | ' | ' | 2.32% | 2.75% |
Fair value of purchase consideration | ' | ' | $14,576,000 | $14,208,000 |
Non-cash interest expense | ' | ' | 368,000 | ' |
Percentage of likelihood of purchase consideration becoming payable (in hundredths) | ' | ' | 100.00% | 100.00% |
Long-term investments | ' | ' | 10,323,000 | 10,299,000 |
Recurring [Member] | ' | ' | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' |
Cash and cash equivalents | ' | ' | 75,598,000 | 40,781,000 |
Total assets | ' | ' | 75,598,000 | 40,781,000 |
Purchase consideration payable | ' | ' | 14,576,000 | 14,208,000 |
Total liabilities | ' | ' | 14,576,000 | 14,208,000 |
Recurring [Member] | Quoted Prices in Active Markets for Identical Items (Level 1) [Member] | ' | ' | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' |
Cash and cash equivalents | ' | ' | 75,598,000 | 40,781,000 |
Total assets | ' | ' | 75,598,000 | 40,781,000 |
Purchase consideration payable | ' | ' | 0 | 0 |
Total liabilities | ' | ' | 0 | 0 |
Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member] | ' | ' | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' |
Cash and cash equivalents | ' | ' | 0 | 0 |
Total assets | ' | ' | 0 | 0 |
Purchase consideration payable | ' | ' | 0 | 0 |
Total liabilities | ' | ' | 0 | 0 |
Recurring [Member] | Significant Unobservable Inputs (Level 3) [Member] | ' | ' | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' |
Cash and cash equivalents | ' | ' | 0 | 0 |
Total assets | ' | ' | 0 | 0 |
Purchase consideration payable | ' | ' | 14,576,000 | 14,208,000 |
Total liabilities | ' | ' | $14,576,000 | $14,208,000 |
STOCK_BASED_COMPENSATION_Detai
STOCK BASED COMPENSATION (Details) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | |||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | 4-May-13 | Sep. 12, 2012 | |
Stock Options and Employee Stock Purchase Plan (ESPP) [Member] | Stock Options and Employee Stock Purchase Plan (ESPP) [Member] | Stock Options and Employee Stock Purchase Plan (ESPP) [Member] | Stock Options and Employee Stock Purchase Plan (ESPP) [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | |||||
Director [Member] | Director [Member] | ||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation expense | $1,430,000 | $1,868,000 | $5,674,000 | $5,049,000 | $1,326,000 | $1,590,000 | $5,156,000 | $4,762,000 | ' | ' | ' | ' | ' | $104,000 | $278,000 | $518,000 | $287,000 | ' | ' |
Assumptions used [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expected volatility (in hundredths) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 71.00% | 59.00% | 84.00% | ' | ' | ' | ' | ' | ' | ' |
Expected life (in years) | ' | ' | ' | ' | ' | ' | ' | ' | ' | '4 years | '4 years | '4 years | ' | ' | ' | ' | ' | ' | ' |
Risk-free interest rate (in hundredths) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.70% | 0.74% | 0.74% | ' | ' | ' | ' | ' | ' | ' |
Dividend yield (in hundredths) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.00% | 0.00% | 0.00% | ' | ' | ' | ' | ' | ' | ' |
Fair value per stock option (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | $7.08 | $6.77 | $7.92 | ' | ' | ' | ' | ' | ' | ' |
Forfeiture rate (in hundredths) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8.00% | 8.00% | 8.00% | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation activity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding, beginning balance (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,727,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Granted (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 276,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Exercised (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | -145,000 | -206,000 | -415,000 | -295,000 | ' | ' | ' | ' | ' | ' | ' |
Forfeited (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -29,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding, ending balance (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 9,559,000 | ' | 9,559,000 | ' | 9,727,000 | ' | ' | ' | ' | ' | ' |
Exercisable, ending balance (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | 7,646,000 | ' | 7,646,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted Average Exercise Price [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding, beginning balance (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $4.22 | ' | ' | ' | ' | ' | ' | ' | ' |
Granted (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $15.02 | ' | ' | ' | ' | ' | ' | ' | ' |
Exercised (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $4.48 | ' | ' | ' | ' | ' | ' | ' | ' |
Forfeited (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $11.26 | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding, ending balance (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | $4.50 | ' | $4.50 | ' | $4.22 | ' | ' | ' | ' | ' | ' |
Exercisable, end of period (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | $2.94 | ' | $2.94 | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding Options, Weighted Average Remaining Contractual Term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '1 year 10 months 17 days | ' | '2 years 6 months 18 days | ' | ' | ' | ' | ' | ' |
Exercisable Options, Weighted Average Remaining Contractual Term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '1 year 2 months 8 days | ' | ' | ' | ' | ' | ' | ' | ' |
Additional General Disclosures [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding options, aggregate intrinsic value, beginning balance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 88,918,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Outstanding options, aggregate intrinsic value, ending balance | ' | ' | ' | ' | ' | ' | ' | ' | 145,081,000 | ' | 145,081,000 | ' | 88,918,000 | ' | ' | ' | ' | ' | ' |
Exercisable options, aggregate intrinsic value, ending balance | ' | ' | ' | ' | ' | ' | ' | ' | 128,027,000 | ' | 128,027,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from stock options exercised | ' | ' | ' | ' | ' | ' | ' | ' | 1,183,000 | 452,000 | 1,859,000 | 599,000 | ' | ' | ' | ' | ' | ' | ' |
Tax deductible expenses | ' | ' | ' | ' | ' | ' | ' | ' | $1,391,000 | $2,496,000 | $4,523,000 | $3,398,000 | ' | ' | ' | ' | ' | ' | ' |
Common stock vested immediately upon issuance (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,946 | 17,500 |
Remaining shares per director vest in one year (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,953 | 17,500 |
Non-vested restricted stock activity, Number of Shares [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Non-vested beginning of period (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 17,000 | ' | ' | ' |
Granted (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 32,000 | ' | 31,899 | 35,000 |
Forfeited (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' |
Vested (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -33,000 | ' | ' | ' |
Non-vested end of period (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 16,000 | ' | 16,000 | ' | ' | ' |
Non-vested restricted stock activity, Weighted Average Grant Date Fair Value [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Non-vested beginning of period (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $14.63 | ' | ' | ' |
Granted (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $15.36 | ' | ' | ' |
Forfeited (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0 | ' | ' | ' |
Vested (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $14.98 | ' | ' | ' |
Non-vested end of period (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $15.36 | ' | $15.36 | ' | ' | ' |
ACCOUNTS_RECEIVABLE_ALLOWANCES2
ACCOUNTS RECEIVABLE ALLOWANCES (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Accounts Receivable, Net, Current [Abstract] | ' | ' | ' | ' | ' |
Gross accounts receivable | $85,139,000 | ' | $85,139,000 | ' | $74,855,000 |
Less reserves for [Abstract] | ' | ' | ' | ' | ' |
Chargebacks and rebates | -14,463,000 | ' | -14,463,000 | ' | -13,452,000 |
Products returns | -7,027,000 | ' | -7,027,000 | ' | -8,409,000 |
Discount and allowances | -1,575,000 | ' | -1,575,000 | ' | -1,362,000 |
Advertising and promotions | -466,000 | ' | -466,000 | ' | -585,000 |
Doubtful accounts | -64,000 | ' | -64,000 | ' | -30,000 |
Trade accounts receivable, net | 61,544,000 | ' | 61,544,000 | ' | 51,017,000 |
Chargeback and rebate expense | 49,400,000 | 30,400,000 | 136,100,000 | 75,400,000 | ' |
Provision for product returns | 700,000 | 300,000 | 2,400,000 | 2,800,000 | ' |
Provision for cash discounts | $2,200,000 | $1,600,000 | $6,200,000 | $4,200,000 | ' |
INVENTORIES_Details
INVENTORIES (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
INVENTORIES [Abstract] | ' | ' |
Finished goods | $22,153,000 | $24,657,000 |
Work in process | 5,074,000 | 3,743,000 |
Raw materials and supplies | 29,495,000 | 24,095,000 |
Inventories, net | 56,722,000 | 52,495,000 |
Inventory reserves | $4,100,000 | $2,200,000 |
PROPERTY_PLANT_AND_EQUIPMENT_D
PROPERTY, PLANT AND EQUIPMENT (Details) (USD $) | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Accumulated depreciation | ($52,392,000) | ' | ($47,635,000) |
Property, plant and equipment, net | 80,510,000 | ' | 80,679,000 |
Depreciation | 4,900,000 | 3,200,000 | ' |
Outside United States [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property, plant and equipment, net | 20,600,000 | ' | 23,700,000 |
Land [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property, plant and equipment, gross | 2,464,000 | ' | 2,715,000 |
Building and Leasehold Improvements [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property, plant and equipment, gross | 43,903,000 | ' | 43,190,000 |
Furniture and Equipment [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property, plant and equipment, gross | 74,271,000 | ' | 70,874,000 |
Sub-total [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property, plant and equipment, gross | 120,638,000 | ' | 116,779,000 |
Property, Plant and Equipment Placed in Service, Net [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property, plant and equipment, gross | 68,246,000 | ' | 69,144,000 |
Construction in Progress [Member] | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property, plant and equipment, gross | $12,264,000 | ' | $11,535,000 |
GOODWILL_AND_OTHER_INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Details) (USD $) | 3 Months Ended | 9 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | ||||||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2013 |
Goodwill [Member] | Goodwill [Member] | Product Licensing Rights [Member] | Product Licensing Rights [Member] | Trademarks [Member] | Trademarks [Member] | Customer Relationships [Member] | Customer Relationships [Member] | Noncompete Agreements [Member] | Noncompete Agreements [Member] | Ophthalmic [Member] | Contract Services [Member] | ||||||
Goodwill [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Goodwill, beginning of period | ' | ' | $32,159 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $11,863 | $20,296 |
Goodwill, Currency translation adjustments | ' | ' | -2,594 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | -2,594 |
Goodwill, end of period | 29,565 | ' | 29,565 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,863 | 17,702 |
Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets, Gross | 141,224 | ' | 141,224 | ' | 144,396 | 29,565 | 32,159 | 93,634 | 93,534 | 9,500 | 9,500 | 6,133 | 6,460 | 2,392 | 2,743 | ' | ' |
Finite-Lived Intangible Assets, Accumulated Amortization | -36,626 | ' | -36,626 | ' | -31,852 | 0 | 0 | -33,572 | -29,880 | -765 | -528 | -1,338 | -865 | -951 | -579 | ' | ' |
Finite-Lived Intangible Assets, Net, Total | 104,598 | ' | 104,598 | ' | 112,544 | 29,565 | 32,159 | 60,062 | 63,654 | 8,735 | 8,972 | 4,795 | 5,595 | 1,441 | 2,164 | ' | ' |
Weighted average remaining amortization period | ' | ' | ' | ' | ' | ' | ' | '13 years 2 months 12 days | '13 years 9 months 18 days | '27 years 7 months 6 days | '28 years 3 months 18 days | '9 years 8 months 12 days | '9 years 9 months 18 days | '2 years 4 months 24 days | '3 years 2 months 12 days | ' | ' |
Amortization of Intangible Assets | $1,568 | $1,759 | $4,978 | $5,076 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
FINANCING_ARRANGEMENTS_Details
FINANCING ARRANGEMENTS (Details) (USD $) | 3 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Oct. 04, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | Jun. 01, 2011 | |||||
Bank of America [Member] | Bank of America [Member] | Bank of America [Member] | Bank of America [Member] | Bank of America [Member] | Convertible Senior Notes [Member] | Convertible Senior Notes [Member] | Convertible Senior Notes [Member] | Convertible Senior Notes [Member] | Convertible Senior Notes [Member] | Convertible Senior Notes [Member] | ||||||||||
Line of Credit [Member] | Line of Credit [Member] | Line of Credit [Member] | Letter of Credit [Member] | Letter of Credit [Member] | ||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Aggregate principal amount in debt offering | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $120,000,000 | ' | $120,000,000 | ' | ' | $120,000,000 | ||||
Interest rate (in hundredths) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.50% | ' | 3.50% | ' | ' | ' | ||||
Aggregate principal amount of debt issued upon exercise by the buyers of their full over-allotment option | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,000,000 | ' | 20,000,000 | ' | ' | ' | ||||
Net proceeds from the issuance of debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 115,300,000 | ' | ' | ' | ||||
Maturity date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1-Jun-16 | ' | ' | ' | ||||
Debt conversion price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $8.76 | ' | $8.76 | ' | ' | ' | ||||
Debt conversion ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 114.1553 | ' | ' | ' | ||||
Debt conversion ratio numerator | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000 | ' | 1,000 | ' | ' | ' | ||||
Terms of conversion feature | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'The Notes may be converted at any time prior to the close of business on the business day immediately preceding December 1, 2015 under the following circumstances: (1) during any calendar quarter commencing after September 30, 2011, if the closing sale price of the Companybs common stock, for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the last trading day of the calendar quarter immediately preceding the calendar quarter in which the conversion occurs, is more than 130% of the conversion price in effect on each applicable trading day; (2) during the five consecutive trading-day period following any five consecutive trading-day period in which the trading price for the Notes per $1,000 principal amount of Notes for each such trading day was less than 98% of the closing sale price of the Companybs common stock on such date multiplied by the then-current conversion rate; or (3) upon the occurrence of specified corporate events. | ' | ' | ' | ||||
Required price of common stock (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $11.39 | ' | ' | ' | ||||
Carrying amount of equity component | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,470,000 | ' | 20,470,000 | ' | 20,470,000 | ' | ||||
Carrying amount of the liability component | 107,694,000 | ' | 107,694,000 | ' | 104,637,000 | ' | ' | ' | ' | ' | 107,694,000 | ' | 107,694,000 | ' | 104,637,000 | ' | ||||
Unamortized discount of the liability component | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,306,000 | ' | 12,306,000 | ' | 15,363,000 | ' | ||||
Unamortized debt financing costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,225,000 | ' | 2,225,000 | ' | 2,778,000 | ' | ||||
Coupon rate (in hundredths) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.50% | ' | 3.50% | ' | ' | ' | ||||
Interest expense at 3.50% coupon rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,050,000 | [1] | 1,050,000 | [1] | 3,150,000 | [1] | 3,150,000 | [1] | ' | ' |
Debt discount amortization | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,037,000 | [1] | 965,000 | [1] | 3,057,000 | [1] | 2,845,000 | [1] | ' | ' |
Amortization of deferred financing costs | 211,000 | 193,000 | 622,000 | 581,000 | ' | ' | ' | ' | ' | ' | 188,000 | 174,000 | 553,000 | 514,000 | ' | ' | ||||
Total expenses | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,275,000 | 2,189,000 | 6,760,000 | 6,509,000 | ' | ' | ||||
Debt discount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 21,300,000 | ||||
Notes Trading Face Value (in hundredths) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 230.00% | ' | 230.00% | ' | ' | ' | ||||
Market value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 276,000,000 | ' | 276,000,000 | ' | ' | ' | ||||
Common stock closing price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $19.68 | ' | $19.68 | ' | ' | ' | ||||
Pro forma conversion value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 269,600,000 | ' | 269,600,000 | ' | ' | ' | ||||
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Borrowing capacity | ' | ' | ' | ' | ' | 20,000,000 | 20,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Maximum borrowing capacity | ' | ' | ' | ' | ' | ' | ' | 60,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Maturity date | ' | ' | ' | ' | ' | 1-Mar-16 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Required notice of termination | ' | ' | ' | ' | ' | '90 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Basis spread on federal funds rate (in hundredths) | ' | ' | ' | ' | ' | 0.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Description of variable rate basis | ' | ' | ' | ' | ' | 'LIBOR | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Basis spread on variable rate (in hundredths) | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Unused line fee (in hundredths) | ' | ' | ' | ' | ' | 0.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Letter of credit facility, commitment fee percentage (in hundredths) | ' | ' | ' | ' | ' | ' | ' | ' | 0.13% | ' | ' | ' | ' | ' | ' | ' | ||||
Increase in fee during an event of default (in hundredths) | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | ' | ' | ' | ' | ' | ' | ' | ||||
Percentage of respective equity interests in any foreign subsidiary (in hundredths) | ' | ' | ' | ' | ' | 65.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Fixed charge coverage ratio | ' | ' | ' | ' | ' | '1.1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Percentage of Lender's commitment (in hundredths) | ' | ' | ' | ' | ' | 15.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Borrowing availability | ' | ' | ' | ' | ' | 19,100,000 | 19,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||||
Outstanding amount | ' | ' | ' | ' | ' | ' | ' | ' | $500,000 | $0 | ' | ' | ' | ' | ' | ' | ||||
[1] | Included within bInterest expense, netb on the Condensed Consolidated Statements of Comprehensive Income. |
EARNINGS_PER_COMMON_SHARE_Deta
EARNINGS PER COMMON SHARE (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Thousands, except Per Share data, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | ||||
EARNINGS PER COMMON SHARE [Abstract] | ' | ' | ' | ' | ||||
Consolidated net income | $12,205 | $13,753 | $35,684 | $26,567 | ||||
Consolidated net income per share [Abstract] | ' | ' | ' | ' | ||||
Basic (in dollars per share) | $0.13 | $0.14 | $0.37 | $0.28 | ||||
Diluted (in dollars per share) | $0.11 | $0.12 | $0.32 | $0.24 | ||||
Shares used in computing consolidated net income per share [Abstract] | ' | ' | ' | ' | ||||
Weighted average basic shares outstanding (in shares) | 96,238 | 95,128 | 96,096 | 95,078 | ||||
Dilutive securities [Abstract] | ' | ' | ' | ' | ||||
Stock options and unvested RSAs (in shares) | 4,510 | 4,460 | 4,408 | 4,301 | ||||
Stock warrants (in shares) | 6,687 | 6,613 | 6,635 | 6,565 | ||||
Shares issuable upon conversion of convertible notes (in shares) | 6,282 | [1] | 5,187 | [1] | 5,505 | [1] | 4,486 | [1] |
Total dilutive securities (in shares) | 17,479 | 16,260 | 16,548 | 15,352 | ||||
Weighted average diluted shares outstanding (in shares) | 113,717 | 111,388 | 112,644 | 110,430 | ||||
Stock Options [Member] | ' | ' | ' | ' | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' | ' | ||||
Shares subject to stock options excluded from the calculation of net income per share as their effect would have been anti-dilutive (in shares) | 1,110 | 775 | 1,335 | 399 | ||||
[1] | The number of shares issuable upon conversion of the notes is based on the assumption that the Company would repay the principal of the notes in cash and pay any incremental value in shares of common stock. |
INDUSTRY_SEGMENT_INFORMATION_D
INDUSTRY SEGMENT INFORMATION (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 |
Segment | ||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' |
Number of reportable segments | ' | ' | 3 | ' |
Revenues [Abstract] | ' | ' | ' | ' |
Total revenues | $81,892 | $69,634 | $232,758 | $184,638 |
Gross Profit [Abstract] | ' | ' | ' | ' |
Total gross profit | 43,697 | 40,093 | 124,934 | 106,721 |
Operating expenses | 21,509 | 17,490 | 61,906 | 57,680 |
Operating income | 22,188 | 22,603 | 63,028 | 49,041 |
Other expense, net | -2,206 | -2,380 | -6,807 | -7,205 |
INCOME BEFORE INCOME TAXES | 19,982 | 20,223 | 56,221 | 41,836 |
Ophthalmic [Member] | ' | ' | ' | ' |
Revenues [Abstract] | ' | ' | ' | ' |
Total revenues | 29,421 | 28,153 | 83,616 | 75,114 |
Gross Profit [Abstract] | ' | ' | ' | ' |
Total gross profit | 15,578 | 16,637 | 45,839 | 43,869 |
Hospital Drugs & Injectables [Member] | ' | ' | ' | ' |
Revenues [Abstract] | ' | ' | ' | ' |
Total revenues | 47,861 | 34,675 | 130,894 | 92,335 |
Gross Profit [Abstract] | ' | ' | ' | ' |
Total gross profit | 27,759 | 22,278 | 75,669 | 58,132 |
Contract Services [Member] | ' | ' | ' | ' |
Revenues [Abstract] | ' | ' | ' | ' |
Total revenues | 4,610 | 6,806 | 18,248 | 17,189 |
Gross Profit [Abstract] | ' | ' | ' | ' |
Total gross profit | $360 | $1,178 | $3,426 | $4,720 |
BUSINESS_COMBINATIONS_Details
BUSINESS COMBINATIONS (Details) (USD $) | 3 Months Ended | 9 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Feb. 28, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Feb. 28, 2012 | Sep. 30, 2012 | Sep. 30, 2013 | Apr. 30, 2013 | Aug. 27, 2013 | Jul. 31, 2013 | Aug. 27, 2013 | |
Kilitch Drugs (India) Limited [Member] | Kilitch Drugs (India) Limited [Member] | Kilitch Drugs (India) Limited [Member] | Kilitch Drugs (India) Limited [Member] | Kilitch Drugs (India) Limited [Member] | Kilitch Drugs (India) Limited [Member] | Kilitch Drugs (India) Limited [Member] | Hi-Tech Pharmacal Co. Inc [Member] | Hi-Tech Pharmacal Co. Inc [Member] | Hi-Tech Pharmacal Co. Inc [Member] | Hi-Tech Pharmacal Co. Inc [Member] | Hi-Tech Pharmacal Co. Inc [Member] | |||||
Minimum [Member] | Maximum [Member] | Adjusted Fair Valuation [Member] | Pro Forma [Member] | Term Loan [Member] | ||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Effective Date of Acquisition | ' | ' | ' | ' | 28-Feb-12 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Date of Acquisition Agreement | ' | ' | ' | ' | 5-Oct-11 | ' | ' | ' | ' | ' | ' | 27-Aug-13 | ' | ' | ' | ' |
Total consideration paid | ' | ' | ' | ' | ' | ' | $55,200,000 | ' | ' | $55,224,000 | ' | ' | ' | ' | ' | ' |
Purchase price under definitive agreement | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 640,000,000 | ' | ' |
Aggregate principal amount in debt offering | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 600,000,000 |
Business acquisition price per share (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $43.50 | ' | ' |
Net sales of acquired entity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 232,400,000 | ' | ' | ' |
Net income of acquired entity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 16,300,000 | ' | ' | ' |
Cash and cash equivalents of acquired entity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 108,000,000 | ' |
Contingent consideration earned | ' | ' | ' | ' | 500,000 | ' | 7,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Consideration [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash paid | ' | ' | ' | ' | ' | ' | 55,200,000 | ' | ' | 55,224,000 | ' | ' | ' | ' | ' | ' |
Less working capital shortfall refunded by sellers | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1,028,000 | ' | ' | ' | ' | ' | ' |
Total Purchase Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | 54,196,000 | ' | ' | ' | ' | ' | ' |
Acquisition-related costs: [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stamp duties paid for transfer of land and buildings | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,583,000 | ' | ' | ' | ' | ' | ' |
Acquisition-related compensation expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,771,000 | ' | ' | ' | ' | ' | ' |
Due diligence, legal, travel and other acquisition-related costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | 676,000 | ' | ' | ' | ' | ' | ' |
Acquisition-related costs | 1,459,000 | 511,000 | 1,978,000 | 9,155,000 | 500,000 | 8,800,000 | ' | ' | ' | 10,030,000 | ' | ' | ' | ' | ' | ' |
Recognized amounts of identifiable assets acquired and liabilities assumed: [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accounts receivable | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,130,000 | ' | ' | ' | ' | ' | ' |
Inventory | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,799,000 | ' | ' | ' | ' | ' | ' |
Land | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,583,000 | ' | ' | ' | ' | ' | ' |
Buildings, plant and equipment | ' | ' | ' | ' | ' | ' | ' | ' | ' | 8,474,000 | ' | ' | ' | ' | ' | ' |
Construction in progress | ' | ' | ' | ' | ' | ' | ' | ' | ' | 14,231,000 | ' | ' | ' | ' | ' | ' |
Goodwill, deductible | ' | ' | ' | ' | ' | ' | ' | ' | ' | 22,613,000 | ' | ' | ' | ' | ' | ' |
Other intangible assets, deductible | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,908,000 | ' | ' | ' | ' | ' | ' |
Other assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | 38,000 | ' | ' | ' | ' | ' | ' |
Assumed liabilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | -2,878,000 | ' | ' | ' | ' | ' | ' |
Deferred tax liabilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | -702,000 | ' | ' | ' | ' | ' | ' |
Business combination, recognized amounts of identifiable assets acquired and liabilities assumed, net | ' | ' | ' | ' | ' | ' | ' | ' | ' | 54,196,000 | ' | ' | ' | ' | ' | ' |
Acquired finite-lived intangible assets useful life | ' | ' | ' | ' | ' | ' | ' | '4 years | '5 years | ' | ' | ' | ' | ' | ' | ' |
Revenue | 81,892,000 | 69,634,000 | 232,758,000 | 184,638,000 | 11,700,000 | 12,400,000 | ' | ' | ' | ' | 188,642,000 | ' | ' | ' | ' | ' |
Net income | 12,205,000 | 13,753,000 | 35,684,000 | 26,567,000 | ' | ' | ' | ' | ' | ' | 26,911,000 | ' | ' | ' | ' | ' |
Net income per diluted share (in dollars per share) | $0.11 | $0.12 | $0.32 | $0.24 | ' | ' | ' | ' | ' | ' | $0.24 | ' | ' | ' | ' | ' |
Pre-tax loss | ' | ' | ' | ' | $2,900,000 | $8,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
COMMITMENTS_AND_CONTINGENCIES_1
COMMITMENTS AND CONTINGENCIES (Details) (USD $) | 9 Months Ended | ||
Sep. 30, 2013 | Dec. 31, 2012 | Dec. 22, 2011 | |
Product | |||
Product Warranty Reserve [Abstract] | ' | ' | ' |
Number of years related to warranty expiration | '10 years | ' | ' |
Product warranty liability | $0 | $1,299,000 | ' |
Expected Future Payments Due under Strategic Business Agreements [Abstract] | ' | ' | ' |
2013 | 1,454,000 | ' | ' |
2014 | 3,656,000 | ' | ' |
2015 | 198,000 | ' | ' |
2016 | 200,000 | ' | ' |
Total | 5,508,000 | ' | ' |
H Lundbeck AS [Member] | ' | ' | ' |
Business Acquisition [Line Items] | ' | ' | ' |
Number of NDAs off patent, branded injectable products | 3 | ' | ' |
Cash paid at closing | ' | ' | 45,000,000 |
Additional consideration owed | 15,000,000 | 15,000,000 | ' |
Number of products related to minimum annual purchase obligations | 2 | ' | ' |
Number of products acquired | 3 | ' | ' |
Supply purchase agreement commitment | 12,900,000 | ' | ' |
Fair value of long-term liability on purchase obligation | $2,500,000 | ' | ' |
CUSTOMER_AND_SUPPLIER_CONCENTR2
CUSTOMER AND SUPPLIER CONCENTRATION (Details) | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Dec. 31, 2012 |
Customer Concentration Risk [Member] | Customer Concentration Risk [Member] | Supplier Concentration Risk [Member] | Supplier Concentration Risk [Member] | Supplier Concentration Risk [Member] | Supplier Concentration Risk [Member] | Product Concentration Risk [Member] | Product Concentration Risk [Member] | Product Concentration Risk [Member] | Product Concentration Risk [Member] | Gross Sales [Member] | Gross Sales [Member] | Gross Sales [Member] | Gross Sales [Member] | Net Sales [Member] | Net Sales [Member] | Net Sales [Member] | Net Sales [Member] | Gross Trade Accounts Receivable [Member] | Gross Trade Accounts Receivable [Member] | |
Customer | Customer | Supplier | Supplier | Supplier | Supplier | Product | Product | Product | Product | Customer Concentration Risk [Member] | Customer Concentration Risk [Member] | Customer Concentration Risk [Member] | Customer Concentration Risk [Member] | Customer Concentration Risk [Member] | Customer Concentration Risk [Member] | Customer Concentration Risk [Member] | Customer Concentration Risk [Member] | Customer Concentration Risk [Member] | Customer Concentration Risk [Member] | |
Concentration Risk [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of customers considered as concentration risks | 3 | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of suppliers considered as concentration risks | ' | ' | 1 | 0 | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of products considered as concentration risks | ' | ' | ' | ' | ' | ' | 1 | 1 | 1 | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration Risk (in hundredths) | ' | ' | ' | ' | ' | ' | 12.50% | 15.80% | 11.80% | 13.40% | 61.00% | 61.00% | 59.00% | 56.00% | 41.00% | 46.00% | 41.00% | 40.00% | 65.00% | 67.00% |
INCOME_TAXES_Details
INCOME TAXES (Details) (USD $) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Dec. 31, 2012 | |
INCOME TAXES [Abstract] | ' | ' | ' | ' | ' |
Income before income taxes | $19,982,000 | $20,223,000 | $56,221,000 | $41,836,000 | ' |
Income tax provision | 7,777,000 | 6,470,000 | 20,537,000 | 15,269,000 | ' |
CONSOLIDATED NET INCOME | 12,205,000 | 13,753,000 | 35,684,000 | 26,567,000 | ' |
Income tax provision as a percentage of income before income taxes (in hundredths) | 38.90% | 32.00% | 36.50% | 36.50% | ' |
Anticipated global tax rate for 2013 (in hundredths) | 36.70% | ' | 36.70% | ' | ' |
Non-deductible acquisition-related costs | 1,500,000 | ' | ' | ' | ' |
Unrecognized tax benefits | 900,000 | ' | 900,000 | ' | 1,500,000 |
Amount of unrecognized tax positions that will impact effective tax rate | 900,000 | ' | 900,000 | ' | 300,000 |
Amount of unrecognized tax position that will not impact the effective tax rate | ' | ' | ' | ' | $1,200,000 |
UNCONSOLIDATED_JOINT_VENTURE_D
UNCONSOLIDATED JOINT VENTURE (Details) (USD $) | 6 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | |
In Millions, unless otherwise specified | Jun. 30, 2011 | Sep. 30, 2013 | Dec. 31, 2010 | Sep. 30, 2013 | Mar. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2012 |
Strides Arcolab Limited [Member] | Akorn-Strides LLC [Member] | Akorn-Strides LLC [Member] | Akorn-Strides LLC [Member] | ||||
Schedule of Equity Method Investments [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Joint venture ownership percentage (in hundredths) | ' | 50.00% | ' | 50.00% | ' | ' | ' |
Joint venture sale of rights | ' | $35 | ' | $28.20 | ' | $63.20 | ' |
Joint venture gain on sale of rights | 24.2 | 63.1 | 38.9 | ' | ' | ' | ' |
Joint Venture Company summarized financial information [Abstract] | ' | ' | ' | ' | ' | ' | ' |
Cash | ' | ' | ' | ' | ' | 0.6 | 0.8 |
Total liabilities | ' | ' | ' | ' | ' | 0.1 | 0.4 |
Partners' equity | ' | ' | ' | ' | ' | 0.5 | 0.4 |
Adjustment to reserve for product returns | ' | ' | ' | ' | $0.20 | ' | ' |