Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2013 |
Summary of Significant Accounting Policies [Abstract] | ' |
Consolidation | ' |
Consolidation: The accompanying 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, and the financial statements of AIPL have been translated from Indian rupees to U.S. dollars based on the currency translation rates in effect during the period or as of the date of consolidation, as applicable. The Company has no involvement with variable interest entities. |
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The Company is a 50% owner of a dormant joint venture, Akorn-Strides, LLC (the “Joint Venture Company”) (See Note 17.). The Company and its strategic partner each have equal voting rights and shared operational control. Accordingly, the Company accounts for its investment in the Joint Venture Company using the equity method of accounting. The Company’s proportionate share of the Joint Venture Company’s income has been recorded under the caption “Equity in earnings of unconsolidated joint venture” in the Company’s consolidated statements of operations. The Joint Venture Company sold all of its abbreviated new drug application (“ANDA”) rights to Pfizer, Inc. in December 2010 and ceased operations during 2011. |
Use of Estimates | ' |
Use of Estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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. Significant estimates and assumptions for the Company relate to the allowances for doubtful accounts, chargebacks, rebates, product returns and coupons and promotions, and the reserve for slow-moving and obsolete inventories, the carrying value and lives of intangible assets, the useful lives of fixed assets, the carrying value of deferred income tax assets, the assumptions underlying share-based compensation and accrued but unreported employee benefit costs. |
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. |
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Provision for estimated doubtful accounts, chargebacks, coupon redemption, rebates, discounts and product returns is made at the time of sale and is analyzed and adjusted, if necessary, at each balance sheet date. |
Freight | ' |
Freight: The Company records amounts billed to customers for shipping and handling as revenue, and records shipping and handling expense related to product sales as cost of sales. |
Cash and Cash Equivalents | ' |
Cash and Cash Equivalents: The Company considers all unrestricted, highly liquid investments with maturity of three months or less when purchased to be cash and cash equivalents. At December 31, 2013 and 2012, approximately $2.7 million and $3.2 million of cash held by our India operations as of those respective dates was restricted, and was reported within other long term assets. |
Accounts Receivable | ' |
Accounts Receivable: Trade accounts receivable are stated at their net realizable value. The nature of the Company’s business involves, in the ordinary course, significant judgments and estimates relating to chargebacks, coupon redemption, product returns, rebates, discounts given to customers and allowances for doubtful accounts. Depending on the products, the end-user customers, the specific terms of national supply contracts and the particular arrangements with the Company’s wholesaler customers, certain rebates, chargebacks and other credits are recorded as deductions to the Company’s trade accounts receivable. |
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Unless otherwise noted, the provisions and allowances for the following customer deductions are reflected in the accompanying consolidated financial statements as reductions of revenues and trade accounts receivable, respectively. |
Chargebacks and Rebates | ' |
Chargebacks and Rebates: The Company enters into contractual agreements with third parties such as hospitals and group-purchasing organizations to sell certain products at predetermined 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 and records an allowance as a reduction of gross sales when the Company records its sale of the products. The Company reduces the chargeback allowance when a chargeback request from a wholesaler is processed. Actual chargebacks processed by the Company can vary materially from period to period based upon actual sales volume through the wholesalers. However, the Company’s provision for chargebacks is fully reserved for at the time when sales revenues are recognized. |
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Management obtains certain wholesaler inventory reports to aid in analyzing the reasonableness of the chargeback allowance. The Company assesses the reasonableness of its chargeback allowance by applying the product chargeback percentage based on historical activity to the quantities of inventory on hand per the wholesaler inventory reports. In accordance with its accounting policy, the Company estimates the percentage amount of wholesaler inventory that will ultimately be sold to third parties that are subject to contractual price agreements based on a six-quarter trend of such sales through wholesalers. The Company uses this percentage estimate until historical trends indicate that a revision should be made. On an ongoing basis, the Company evaluates its actual chargeback rate experience, and new trends are factored into its estimates each quarter as market conditions change. |
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Set forth below are the Company’s historical estimates of the percentage of sales that are subject to chargebacks that were used during each quarterly period in the three years ended December 31, 2013: |
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Year | | | Q1 | | | | Q2 | | | | Q3 | | | | Q4 | |
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2013 | | | 90.00% | | | | 90.00% | | | | 90.00% | | | | 90.00% | |
2012 | | | 98.50% | | | | 98.50% | | | | 95.00% | | | | 90.00% | |
2011 | | | 98.50% | | | | 98.50% | | | | 98.50% | | | | 98.50% | |
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Similarly, the Company maintains an allowance for rebates related to contract and other programs with certain customers. Rebate percentages vary by product and by volume purchased by each eligible customer. The Company tracks sales by product number for each eligible customer and then applies the applicable rebate percentage, using both historical trends and actual experience to estimate its rebate allowance. The Company reduces gross sales and increases the rebate allowance by the estimated rebate amount when the Company sells its products to its rebate-eligible customers. The Company reduces the rebate allowance when it processes a customer request for a rebate. At each balance sheet date, the Company analyzes the allowance for rebates against actual rebates processed and makes necessary adjustments as appropriate. Actual rebates processed can vary materially from period to period. |
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The recorded allowances reflect the Company’s current estimate of the future chargeback and rebate liabilities to be paid or credited to its wholesaler and other customers under the applicable contracts and programs. For the years ended December 31, 2013, 2012 and 2011, the Company recorded chargeback and rebate expense of $183.4 million, $112.2 million, and $68.1 million, respectively. The allowance for chargebacks and rebates was $12.9 million and $13.5 million as of December 31, 2013 and 2012, respectively. |
Sales Returns | ' |
Sales Returns: Certain of the Company’s products are sold with the customer having 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 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 taken into account to determine 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 magnitude of unconsumed product that may result in a sales returns to the Company in the future. The sales returns level can be impacted by factors such as overall market demand and market competition and availability for 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. |
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For the years ended December 31, 2013, 2012 and 2011, the Company recorded a net expense for product returns of $5.0 million, $3.8 million and $2.7 million, respectively. The Company’s allowance for potential product returns was $8.2 million and $8.4 million at December 31, 2013 and 2012, respectively. |
Allowance for Coupons and Promotions | ' |
Allowance for Coupons and Promotions: The Company issues coupons from time to time 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 our products. Upon 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 upon receipt of invoice from the retailer. |
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For the years ended December, 31, 2013, 2012 and 2011, the Company recorded provisions for coupons and promotions totaling $4.5 million, $3.0 million and $1.9 million, respectively. As of December 31, 2013 and 2012, the balances in the Company’s reserve for coupons and promotions were $0.7 million and $0.8 million, respectively. |
Doubtful Accounts | ' |
Doubtful Accounts: Provisions for doubtful accounts, which reflect trade receivable balances owed to the Company that are believed to be uncollectible, are recorded as a component of SG&A expenses. In estimating the allowance for doubtful accounts, the Company considers its historical experience with collections and write-offs, the credit quality of its customers and any recent or anticipated changes thereto, and the outstanding balances and past due amounts from its customers. Accounts are considered past due when they remain uncollected beyond the due date specified in the applicable contract or on the applicable invoice, whichever is deemed to take precedence. |
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For the years ended December 31, 2013, 2012 and 2011, the Company recorded net provisions for doubtful accounts that were insignificant in amount, at less than $0.1 million in each year. |
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As of December 31, 2013, the Company had a total of $6.1 million of past due gross accounts receivable, of which $0.8 million was more than 60 days past due. The Company performs monthly a detailed analysis of the receivables due from its wholesaler customers and provides a specific reserve against known uncollectible items. The Company also includes in the allowance for doubtful accounts an amount that it estimates to be uncollectible for all other customers, based on a percentage of the past due receivables. The percentage reserved increases as the age of the receivables increases. Accounts are written off once all reasonable collections efforts have been exhausted and/or when facts or circumstances regarding the customer (i.e. bankruptcy filing) indicate that the chance of collection is remote. |
Advertising and Promotional Allowances to Customers | ' |
Advertising and Promotional Allowances to Customers: The Company routinely sells its non-prescription ophthalmic and other drug products to major retail drug chains. From time to time, the Company may arrange for these retailers to run in-store promotional sales of the Company’s products. The Company reserves an estimate of the dollar amount owed back to the retailer, recording this amount as a reduction to revenue at the later of the date on which the revenue is recognized or the date the sales incentive is offered. When the actual invoice for the sales promotion is received from the retailer, the Company adjusts its estimate accordingly. |
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For the Company’s treatment of advertising and promotional expenses paid to customers, costs are expensed as incurred in accordance with ASC 605-50, Customer Payments and Incentives. |
Inventories | ' |
Inventories: Inventories are stated at the lower of cost (average cost method) or market (see Note 4 — “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 (“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 by unit and wholesaler inventory information. The Company also analyzes its raw material and component inventory for slow moving items. For the years ended December 31, 2013, 2012 and 2011, the Company recorded a provision for inventory obsolescence/NRV of $2.1 million, $2.4 million, and $0.6 million, respectively. The allowances for inventory obsolescence were $2.9 million and $2.2 million as of December 31, 2013 and 2012, respectively. |
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The Company capitalizes inventory costs associated with its products prior to regulatory approval when, based on management judgment, future commercialization is considered probable and the future economic benefit 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 considers the shelf life of the product in relation to the product timeline for approval. |
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At December 31, 2013, the Company established a reserve of $1.0 million related to R&D raw materials that are not expected to be utilized prior to expiration. At December 31, 2012, the Company had approximately $0.8 million in inventory for generic drugs under development which have not yet received FDA approval, the entire balance of which had been reserved, as the Company deemed it unlikely that the products would receive FDA approval far enough in advance of expiration to be sellable. |
Intangible Assets | ' |
Intangible Assets: Intangible assets consist primarily of goodwill, which is carried at its initial value, subject to evaluation for impairment, and product licensing costs, trademarks and other such costs, which are capitalized and amortized on a straight-line basis over their useful lives, ranging from four (4) years to thirty (30) years. Accumulated amortization was $39.1 million and $31.9 million at December 31, 2013 and 2012, respectively. Amortization expense was $7.4 million, $6.9 million and $1.7 million for the years ended December 31, 2013, 2012 and 2011, respectively. The Company regularly assesses its intangible assets for impairment based on several factors, including estimated fair value and anticipated cash flows. If the Company incurs additional costs to renew or extend the life of an intangible asset, such costs are added to the remaining unamortized cost of the asset, if any, and the sum is amortized over the extended remaining life of the asset. |
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Goodwill is tested for impairment annually or more frequently if changes in circumstances or the occurrence of events suggest that impairment may exist. The Company uses widely accepted valuation techniques to determine the fair value of its reporting units used in its annual goodwill impairment analysis. The Company’s valuation is primarily based on qualitative and quantitative assessments regarding the fair value of goodwill relative to its carrying value. The Company modeled the fair value of the reporting unit based on actual projected earnings and cash flows of the reporting unit. The Company performed its annual impairment test on October 1, 2013 and determined that the fair value of its reporting unit exceeded its carrying value and, therefore, no impairment charge was necessary. |
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Changes in goodwill during the two years ended December 31, 2013 were as follows (in thousands): |
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| | Goodwill | | | | | | | | | | | | | |
31-Dec-11 | | $ | 11,863 | | | | | | | | | | | | | |
Acquisitions | | | 22,613 | | | | | | | | | | | | | |
Impairments | | - | | | | | | | | | | | | | |
Foreign currency translation | | | (2,317 | ) | | | | | | | | | | | | |
31-Dec-12 | | $ | 32,159 | | | | | | | | | | | | | |
Acquisitions | | - | | | | | | | | | | | | | |
Impairments | | - | | | | | | | | | | | | | |
Foreign currency translation | | | (2,328 | ) | | | | | | | | | | | | |
31-Dec-13 | | $ | 29,831 | | | | | | | | | | | | | |
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The following table sets forth the major categories of the Company’s intangible assets and the weighted-average remaining amortization period as of December 31, 2013 for those assets that are not already fully amortized (dollar amounts in thousands): |
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| | Gross | | | Accumulated | | | Net | | Weighted Average | | | |
Carrying | Amortization | Carrying | Remaining | | | |
Amount | | Amount | Amortization Period | | | |
Product licensing rights | | $ | 151,504 | | | $ | (35,604 | ) | | $ | 115,900 | | 9.8 years | | | |
Trademarks | | | 9,500 | | | | (844 | ) | | | 8,656 | | 27.4 years | | | |
Customer relationships | | | 6,166 | | | | (1,528 | ) | | | 4,638 | | 9.8 years | | | |
Non-Compete | | | 2,428 | | | | (1,117 | ) | | | 1,311 | | 2.2 years | | | |
| | $ | 169,598 | | | $ | (39,093 | ) | | $ | 130,505 | | | | | |
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Changes in intangible assets during the two years ended December 31, 2013 were as follows (in thousands): |
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| | Product | | | Trademarks | | | Customer | | | Non-Compete | |
licensing rights | Relationships | Agreements |
31-Dec-11 | | $ | 67,822 | | | | $9,289 | | | $ | 3,727 | | | $ | - | |
Acquisitions | | | 1,100 | | | | - | | | | 2,560 | | | | 2,743 | |
Amortization | | | (5,268 | ) | | | (317 | ) | | | (705 | ) | | | (580 | ) |
Foreign currency translation | | - | | | - | | | | 6 | | | | 8 | |
31-Dec-12 | | $ | 63,654 | | | $ | 8,972 | | | $ | 5,588 | | | $ | 2,171 | |
Acquisitions | | | 57,969 | | | - | | | - | | | - | |
Amortization | | | (5,723 | ) | | | (316 | ) | | | (740 | ) | | | (643 | ) |
Foreign currency translation | | - | | | - | | | | (210 | ) | | | (217 | ) |
31-Dec-13 | | $ | 115,900 | | | $ | 8,656 | | | $ | 4,638 | | | $ | 1,311 | |
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The amortization expense of acquired intangible assets for each of the following five years will be as follows (in thousands): |
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Year ending | | Amortization Expense | | | | | | | | | | | | | |
December 31, | | | | | | | | | | | | |
2014 | | $ | 15,996 | | | | | | | | | | | | | |
2015 | | | 15,388 | | | | | | | | | | | | | |
2016 | | | 14,862 | | | | | | | | | | | | | |
2017 | | | 14,345 | | | | | | | | | | | | | |
2018 | | | 14,262 | | | | | | | | | | | | | |
Property, Plant and Equipment | ' |
Property, Plant and Equipment: Property, plant and equipment is stated at cost, less accumulated depreciation. Depreciation is provided using the straight-line method in amounts considered sufficient to amortize the cost of the assets to operations over their estimated useful lives or lease terms. Depreciation expense was $7.1 million, $4.6 million and $3.5 million for the years ended December 31, 2013, 2012 and 2011, respectively. The amortization of assets under capital leases is included within depreciation expense. The following table sets forth the average estimated useful lives of the Company’s property, plant and equipment, by asset category: |
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Asset category | | Depreciable Life | | | | | | | | | | | | | | |
Buildings | | 30 years | | | | | | | | | | | | | | |
Leasehold improvements | | 18 years | | | | | | | | | | | | | | |
Furniture and equipment | | 10 years | | | | | | | | | | | | | | |
Automobiles | | 5 years | | | | | | | | | | | | | | |
Computer hardware and software | | 5 years | | | | | | | | | | | | | | |
Net Income Per Common Share | ' |
Net Income Per Common Share: Basic net income per common share is based upon weighted average common shares outstanding. Diluted net income per common share is based upon the weighted average number of common shares outstanding, including the dilutive effect, if any, of stock options, warrants and convertible securities using the treasury stock and if converted methods. Anti-dilutive shares excluded from the computation of diluted net income per share for 2013, 2012 and 2011 include 975,000, 581,000 and 1,560,000 shares, respectively, related to options, warrants and convertible securities. |
Income Taxes | ' |
Income Taxes: Income taxes are accounted for under the asset and liability method. Deferred income tax assets and liabilities are determined based on differences between 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 deferred income 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 applies 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. |
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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: |
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| - | 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 carrying value of the Company‘s cash and cash equivalents are considered Level 1 assets. | | | | | | | | | | | | | | |
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| - | 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 market value of the Company’s forward contracts to hedge against changes in currency translation rates between U.S. dollars and Indian rupees is a Level 2 asset. | | | | | | | | | | | | | | |
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| - | 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 acquisition on December 22, 2011 of three branded, injectable drug products from the U.S. subsidiary of H. Lundbeck A/S (the “Lundbeck Acquisition”) is a Level 3 liability. | | | | | | | | | | | | | | |
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The following table summarizes the basis used to measure the fair values of the company’s financial instruments (amounts in thousands): |
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| | | | | Fair Value Measurements at Reporting Date, Using: | |
| | | | | Quoted Prices | | | Significant | | | | |
| | | | | in Active | | | Other | | | Significant | |
| | | | | Markets for | | | Observable | | | Unobservable | |
| | December 31, | | | Identical Items | | | Inputs | | | Inputs | |
Description | | 2013 | | | (Level 1) | | | (Level 2) | | | (Level 3) | |
Cash and cash equivalents | | $ | 34,178 | | | $ | 34,178 | | | $ | - | | | $ | - | |
Foreign currency forward contracts | | | 208 | | | | - | | | | 208 | | | | - | |
Total assets | | $ | 34,386 | | | $ | 34,178 | | | $ | 208 | | | $ | - | |
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Purchase consideration payable | | $ | 14,728 | | | $ | - | | | $ | - | | | $ | 14,728 | |
Total liabilities | | $ | 14,728 | | | $ | - | | | $ | - | | | $ | 14,728 | |
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| | | | | 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 | | | $ | - | | | $ | - | |
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Purchase consideration payable | | $ | 14,208 | | | $ | - | | | $ | - | | | $ | 14,208 | |
Total liabilities | | $ | 14,208 | | | $ | - | | | $ | - | | | $ | 14,208 | |
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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 related to the acquisition of selected assets from H. Lundbeck A/S (“Lundbeck”) on December 22, 2011. The underlying obligation was long-term in nature, and therefore was discounted to present value based on an assumed discount rate. The additional consideration of $15.0 million, contingently payable to Lundbeck on December 22, 2014, was initially discounted to $11.3 million based on a discount rate of 10.0%, and subsequently adjusted in final acquisition accounting to $11.6 million based on applying a 9.0% discount rate. 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 $14.2 million. Accordingly, the Company recorded non-cash interest expense of $2.6 million during 2012 to accrue the carrying value of the contingent payment liability to $14.2 million as of December 31, 2012. At December 31, 2013, the Company once again evaluated the fair value based on utilizing significant unobservable inputs and derived a discount rate of 1.85%, determining that the appropriate discounted value was $14.7 million. 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. |
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The Company initially determined that there was a 100% likelihood of the purchase consideration ultimately becoming payable, and reaffirmed this determination as of December 31, 2012 and December 31, 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. |
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The purchase consideration payable to Lundbeck was classified as a long-term liability on the Company’s consolidated balance sheet as of December 31, 2012. This liability was reclassified as a current liability on the Company’s a consolidated balance sheet as of December 31, 2013, since the $15.0 million payment will be due in less than a year from that date. |
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The Company entered into three non-deliverable forward contracts in October 2013 to hedge planned capital expenditures at AIPL against unfavorable trends with regard to currency translation rates between U.S. dollars (“USD”) and Indian rupees (“INR”). The three forward contracts were based on future anticipated investments of USD $3.3 million on each of April 2, 2014, July 3, 2014 and September 30, 2014 in the Company’s subsidiary in India, Akorn India Private Limited (“AIPL”). These forward contracts include projected currency translation rates between INR and USD. Any difference between the actual and projected foreign currency translations rates on the respective settlement dates will result in payment from the bank to the Company, or vice versa, as the case may be. As of December 31, 2013, the bank provided the Company with a report of the fair market value of the forward contracts. Due to strengthening of the Indian rupee against the U.S. dollar, the contracts had a positive fair value to the Company of $0.2 million as of December 31, 2013. The Company recorded this gain in fair value as “other income” in its consolidated statements of comprehensive income and has included the asset value within “prepaid expenses and other current assets” in its consolidated balance sheet. |
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As of December 31, 2013 and 2012, the Company was carrying long-term investments valued at $10.0 million and $10.3 million, respectively. The underlying assets are cost-basis investments for which fair value is not readily determinable. |
Warrants | ' |
Warrants: The Company issued various warrants during 2009 to entities controlled by John N. Kapoor, Ph.D., the Chairman of the Company’s Board of Directors (the “Kapoor Warrants”). The Company had classified the fair value of these warrants as a current liability in accordance with ASC 815-40-15-3, Derivatives and Hedging, (formerly EITF 00-19, Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock). This classification was made as a result of the requirement that the shares to be issued upon exercise of the Kapoor Warrants be registered shares, which could not be absolutely assured. The Kapoor Warrants were adjusted to fair value at the end of each quarter through Black-Scholes calculations which considered changes in the market price of the Company’s common stock, the remaining contractual life of the Kapoor Warrants, and other factors. Any change in the fair value of the Kapoor Warrants was recorded as income or expense on the Company’s consolidated statements of operations for the applicable period. |
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On June 28, 2010, the Company and Dr. Kapoor entered into an Amended and Restated Registration Rights Agreement (the “Amended Agreement”) which modified certain terms related to the Company’s obligation to obtain and maintain registration of any shares issued pursuant to exercise of the Kapoor Warrants. The Amended Agreement still requires the Company to use “commercially reasonable efforts” to file a registration statement pursuant to Rule 415 of the Securities Act of 1933 (“Registration Statement”) for any shares of common stock that may be issued under the applicable warrant agreements, and to maintain the continuous effectiveness of such Registration Statement until the earliest of: (i) the date no shares of the Company’s common stock qualify as registrable securities, (ii) the date on which all of the registrable securities may be sold in a single transaction by the holder to the public pursuant to Rule 144 or a similar rule, or (iii) the date upon which the John N. Kapoor Trust Dated September 20, 1989 (the “Kapoor Trust”) and EJ Funds, LP (“EJ Funds”) have transferred all of the registrable securities. However, the Registration Rights Agreement has been amended to explicitly state that in the event the Company, after using its good faith commercially reasonable efforts, is not able to obtain or maintain registration of the common stock, delivery of unregistered shares upon exercise of the Kapoor Warrants will be deemed acceptable and a net cash settlement will not be required. The Amended Agreement further provides that the term “commercially reasonable efforts” in such instance shall not mean an absolute obligation of the Company to obtain and maintain registration. |
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As a result of the changes effected through the Amended Agreement, on June 28, 2010 the Company changed its accounting treatment of the Kapoor Warrants, no longer classifying them as a current liability with periodic adjustments to fair value but instead classifying them as a component of shareholders’ equity in accordance with ASC 815-40. Accordingly, the fair value of the Kapoor Warrants, which was $17.9 million on June 28, 2010, was reclassified from a current liability to a component of shareholders’ equity on that date. Following this change in classification, no future fair value adjustments are required. |
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The liability at June 28, 2010 for the Kapoor Warrants was estimated using a Black-Scholes valuation model with the fair value per warrant ranging from $2.49 to $2.50. The expected volatility of the Kapoor Warrants was based on the historical volatility of the Company’s common stock. The expected life assumption was based on the remaining life of the Kapoor Warrants. The risk-free interest rate for the expected term of the Kapoor Warrants was based on the average market rate on U.S. treasury securities in effect during the applicable quarter. The dividend yield reflected historical experience as well as future expectations over the expected term of the Kapoor Warrants. |
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The assumptions used in estimating the fair value of the warrants at June 28, 2010 were as follows: |
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Expected Volatility | 79.70% | | | | | | | | | | | | | | | |
Expected Life (in years) | 3.8 – 4.1 | | | | | | | | | | | | | | | |
Risk-free interest rate | 1.80% | | | | | | | | | | | | | | | |
Dividend yield | - | | | | | | | | | | | | | | | |
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The following table provides summarized information about the Kapoor Warrants as of December 31, 2013: |
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| | | Warrants | | | Exercise | | | Book Value | | | | |
Granted To: | Grant Date | Granted | Price | ($000s) | | | |
| | | | | | | | | | | | | |
EJ Funds | Apr.13, 2009 | | | 1,939,639 | | | $ | 1.11 | | | $ | 4,829 | | | | |
Kapoor Trust | Apr.13, 2009 | | | 1,501,933 | | | $ | 1.11 | | | | 3,740 | | | | |
EJ Funds | Aug.17, 2009 | | | 1,650,806 | | | $ | 1.16 | | | | 4,127 | | | | |
Kapoor Trust | Aug.17, 2009 | | | 2,099,935 | | | $ | 1.16 | | | | 5,250 | | | | |
| | | | 7,192,313 | | | | | | | $ | 17,946 | | | | |
Stock-Based Compensation | ' |
Stock-Based Compensation: Stock-based compensation cost is estimated at the 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 fair value of stock options. Determining the assumptions that enter into the model is highly subjective and requires judgment. The Company uses an expected volatility that is based on the historical volatility of its 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 in effect during the quarter in which the options were granted. The dividend yield reflects 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 in subsequent periods, if necessary, if actual forfeitures differ from those estimates. |
Warranty Liability | ' |
Warranty Liability: The product warranty liability relates to a ten year expiration guarantee on DTPA Products sold to the United States Department of Health and Human Services (“HHS”) in 2006. The Company had been performing yearly stability studies for the DTPA Products and, if the annual stability did not support the ten-year product life, it would replace the product at no charge. The Company’s supplier, Hameln Pharmaceuticals (“Hameln”), was to share one-half of this cost if the product did not meet the stability requirement. During 2013, the Company and Hameln agreed to settle the remaining obligations under this arrangement. Pursuant to the settlement, the Company was released from its remaining obligations with regard to product stability testing. Once this occurred, the Company reversed its product warranty reserve balance against cost of sales. |