Document_And_Entity_Informatio
Document And Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Aug. 08, 2014 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'AKORN INC | ' |
Document Type | '10-Q | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Common Stock, Shares Outstanding | ' | 104,133,724 |
Amendment Flag | 'false | ' |
Entity Central Index Key | '0000003116 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Voluntary Filers | 'No | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Entity Well-known Seasoned Issuer | 'Yes | ' |
Document Period End Date | 30-Jun-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
CURRENT ASSETS: | ' | ' |
Cash and cash equivalents | $107,907 | $34,178 |
Trade accounts receivable, net | 139,973 | 64,998 |
Inventories, net | 108,914 | 55,982 |
Deferred taxes, current | 23,266 | 7,945 |
Prepaid expenses and other current assets | 17,120 | 5,753 |
TOTAL CURRENT ASSETS | 397,180 | 168,856 |
PROPERTY, PLANT AND EQUIPMENT, NET | 135,695 | 82,108 |
OTHER LONG-TERM ASSETS: | ' | ' |
Goodwill | 196,016 | 29,831 |
Product licensing rights, net | 429,621 | 115,900 |
Other intangible assets, net | 34,803 | 14,605 |
Deferred financing costs | 16,463 | 5,676 |
Long-term investments | 10,965 | 10,006 |
Deferred taxes, non-current | 2,451 | 1,643 |
Other | 579 | 3,180 |
TOTAL OTHER LONG-TERM ASSETS | 690,898 | 180,841 |
TOTAL ASSETS | 1,223,773 | 431,805 |
CURRENT LIABILITIES: | ' | ' |
Trade accounts payable | 37,794 | 22,999 |
Purchase consideration payable | 20,514 | 14,728 |
Accrued compensation | 11,058 | 7,692 |
Accrued royalties | 7,071 | 6,004 |
Income taxes payable | 675 | 1,459 |
Accrued expenses and other liabilities | 22,165 | 8,363 |
Current maturities of long-term debt | 4,500 | ' |
TOTAL CURRENT LIABILITIES | 103,777 | 61,245 |
LONG-TERM LIABILITIES: | ' | ' |
Long-term debt | 706,420 | 108,750 |
Deferred tax liability | 117,277 | ' |
Lease incentive obligation and other long-term liabilities | 1,830 | 1,630 |
TOTAL LONG-TERM LIABILITIES | 825,527 | 110,380 |
TOTAL LIABILITIES | 929,304 | 171,625 |
SHAREHOLDERS’ EQUITY: | ' | ' |
Common stock, no par value – 150,000,000 shares authorized; 104,088,199 and 96,569,186 shares issued and outstanding at June 30, 2014 and December 31, 2013, respectively | 271,584 | 239,235 |
Warrants to acquire common stock | ' | 17,946 |
Retained earnings | 33,700 | 15,366 |
Accumulated other comprehensive loss | -10,815 | -12,367 |
TOTAL SHAREHOLDERS’ EQUITY | 294,469 | 260,180 |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $1,223,773 | $431,805 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Common stock, no par value (in Dollars per share) | $0 | $0 |
Common stock, authorized | 150,000,000 | 150,000,000 |
Common stock, issued | 104,088,199 | 96,569,186 |
Common stock, outstanding | 104,088,199 | 96,569,186 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Comprehensive Income (Unaudited) (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Revenues | $150,749 | $77,012 | $241,371 | $150,866 |
Cost of sales (exclusive of amortization of intangibles included below) | 74,078 | 34,920 | 115,044 | 69,629 |
GROSS PROFIT | 76,671 | 42,092 | 126,327 | 81,237 |
Selling, general and administrative expenses | 21,976 | 13,113 | 38,562 | 25,448 |
Acquisition-related costs | 20,773 | ' | 21,227 | 519 |
Research and development expenses | 9,052 | 5,051 | 13,471 | 11,020 |
Amortization of intangibles | 8,607 | 1,677 | 13,364 | 3,410 |
TOTAL OPERATING EXPENSES | 60,408 | 19,841 | 86,624 | 40,397 |
OPERATING INCOME | 16,263 | 22,251 | 39,703 | 40,840 |
Amortization of deferred financing costs | -2,436 | -207 | -8,590 | -411 |
Interest expense, net | -7,917 | -2,028 | -10,078 | -4,232 |
Gain from product divestiture | 8,968 | ' | 8,968 | ' |
Other (expense) income, net | -566 | -34 | 1 | 42 |
INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | 14,312 | 19,982 | 30,004 | 36,239 |
Income tax provision | 5,303 | 7,345 | 11,167 | 12,760 |
INCOME FROM CONTINUING OPERATIONS | 9,009 | 12,637 | 18,837 | 23,479 |
(Loss) from discontinued operations, net of tax | -503 | ' | -503 | ' |
NET INCOME | 8,506 | 12,637 | 18,334 | 23,479 |
NET INCOME PER SHARE: | ' | ' | ' | ' |
Income from continuing operations, basic (in Dollars per share) | $0.09 | $0.13 | $0.19 | $0.24 |
(Loss) from discontinued operations, basic (in Dollars per share) | ($0.01) | ' | ($0.01) | ' |
NET INCOME, BASIC (in Dollars per share) | $0.08 | $0.13 | $0.18 | $0.24 |
Income from continuing operations, diluted (in Dollars per share) | $0.08 | $0.11 | $0.16 | $0.21 |
(Loss) from discontinued operations, diluted (in Dollars per share) | ($0.01) | ' | $0 | ' |
NET INCOME, DILUTED (in Dollars per share) | $0.07 | $0.11 | $0.16 | $0.21 |
BASIC (in Shares) | 103,183 | 96,122 | 99,926 | 96,025 |
DILUTED (in Shares) | 118,092 | 112,328 | 117,576 | 112,010 |
COMPREHENSIVE INCOME: | ' | ' | ' | ' |
Consolidated net income | 8,506 | 12,637 | 18,334 | 23,479 |
Foreign currency translation (loss) income, net of tax | -153 | -4,979 | 1,552 | -4,621 |
COMPREHENSIVE INCOME | $8,353 | $7,658 | $19,886 | $18,858 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Shareholders' Equity (Unaudited) (USD $) | Common Stock [Member] | Warrant [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] | Total |
In Thousands, except Share data | |||||
BALANCES AT at Dec. 31, 2013 | $239,235 | $17,946 | $15,366 | ($12,367) | $260,180 |
BALANCES AT (in Shares) at Dec. 31, 2013 | 96,569,000 | ' | ' | ' | 96,569,186 |
Net income | ' | ' | 18,334 | ' | 18,334 |
Exercise of stock options | 1,242 | ' | ' | ' | 1,242 |
Exercise of stock options (in Shares) | 238,000 | ' | ' | ' | ' |
Employee stock purchase plan issuances | 829 | ' | ' | ' | 829 |
Employee stock purchase plan issuances (in Shares) | 73,000 | ' | ' | ' | ' |
Compensation and share issuances related to restricted stock awards | 153 | ' | ' | ' | 153 |
Compensation and share issuances related to restricted stock awards (in Shares) | 16,000 | ' | ' | ' | ' |
Stock-based compensation expense | 3,175 | ' | ' | ' | 3,175 |
Foreign currency translation adjustment | ' | ' | ' | 1,552 | 1,552 |
Excess tax benefit – stock compensation | 833 | ' | ' | ' | 833 |
Conversion of warrants | 26,117 | -17,946 | ' | ' | 8,171 |
Conversion of warrants (in Shares) | 7,192,000 | ' | ' | ' | ' |
BALANCES AT at Jun. 30, 2014 | $271,584 | ' | $33,700 | ($10,815) | $294,469 |
BALANCES AT (in Shares) at Jun. 30, 2014 | 104,088,000 | ' | ' | ' | 104,088,199 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) | 6 Months Ended | |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 |
OPERATING ACTIVITIES: | ' | ' |
Consolidated net income | $18,334 | $23,479 |
Loss from discontinued operations | 503 | ' |
Adjustments to reconcile consolidated net income to net cash provided by operating activities: | ' | ' |
Depreciation and amortization | 18,865 | 6,651 |
Amortization of debt financing costs | 8,589 | 411 |
Amortization of favorable (unfavorable) contracts | 35 | -318 |
Amortization of inventory step-up | 3,559 | ' |
Non-cash stock compensation expense | 3,331 | 4,244 |
Non-cash interest expense | 2,655 | 2,263 |
Gain from product divestiture | -8,968 | ' |
Deferred income taxes, net | -9,959 | 1,201 |
Excess tax benefit from stock compensation | -831 | -745 |
Non-cash settlement of product warranty liability | ' | -1,299 |
Equity in earnings of unconsolidated joint venture | ' | -76 |
Changes in operating assets and liabilities: | ' | ' |
Trade accounts receivable | -27,991 | -6,908 |
Inventories | -4,213 | -4,428 |
Prepaid expenses and other current assets | 4,329 | 538 |
Trade accounts payable | 4,965 | -151 |
Accrued expenses and other liabilities | 8,799 | -3,464 |
NET CASH PROVIDED BY OPERATING ACTIVITIES | 22,002 | 21,398 |
INVESTING ACTIVITIES: | ' | ' |
Payments for acquisitions and equity investments, net of cash acquired | -579,315 | -513 |
Proceeds from disposal of assets | 57,750 | ' |
Payments for other intangible assets | -6,300 | ' |
Purchases of property, plant and equipment | -11,929 | -5,159 |
NET CASH USED IN INVESTING ACTIVITIES | -539,794 | -5,672 |
FINANCING ACTIVITIES: | ' | ' |
Proceeds under stock option and stock purchase plans | 2,071 | 1,265 |
Debt financing costs | -19,654 | ' |
Proceeds under Borrowings | 600,000 | ' |
Proceeds from warrant exercises | 8,171 | ' |
Excess tax benefit from stock compensation | 831 | 745 |
NET CASH PROVIDED BY FINANCING ACTIVITIES | 591,419 | 2,010 |
Effect of exchange rate changes on cash and cash equivalents | 102 | -105 |
INCREASE IN CASH AND CASH EQUIVALENTS | 73,729 | 17,631 |
Cash and cash equivalents at beginning of period | 34,178 | 40,871 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 107,907 | 58,412 |
SUPPLEMENTAL DISCLOSURES: | ' | ' |
Amount paid for interest | 2,105 | 2,152 |
Amount paid for income taxes | $16,449 | $11,936 |
Note_1_Business_and_Basis_of_P
Note 1 - Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2014 | |
Disclosure Text Block [Abstract] | ' |
Basis of Presentation and Significant Accounting Policies [Text Block] | ' |
NOTE 1 — BUSINESS AND BASIS OF PRESENTATION | |
Business: Akorn, Inc. and its wholly-owned subsidiaries (collectively, the “Company”) through its Prescription Pharmaceuticals reportable segment manufactures and markets a full line of diagnostic, therapeutic and disease specific ophthalmic pharmaceuticals, antidotes, anti-allergics, anti-infectives, vaccines, and controlled substances for pain management and anesthesia as well as niche hospital drugs of various dosage forms and injectable pharmaceuticals. In addition, through its Consumer Health reportable segment, 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 and other consumer health products. As of June 30, 2014, the Company operated pharmaceutical manufacturing plants in the U.S. at Decatur, Illinois, Somerset, New Jersey, and Amityville, New York, 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, Ann Arbor, Michigan, Amityville, New York, and Gurgaon, India. 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 six month periods ended June 30, 2014 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, 2013, included in the Company’s Annual Report on Form | |
10-K filed March 14, 2014. | |
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. | |
Note_2_Summary_of_Significant_
Note 2 - Summary of Significant Accounting Policies | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Significant Accounting Policies [Text Block] | ' | ||||||||||||||||
NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||||||||||
Consolidation: The accompanying condensed consolidated financial statements include the accounts of the Company. 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. | |||||||||||||||||
Significant estimates and assumptions for the Company relate to the allowances for chargebacks, rebates, product returns, coupons, promotions and doubtful accounts, as well as 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 and liabilities, the assumptions underlying share-based compensation, accrued but unreported employee benefit costs and assumptions underlying accounting for business combinations. | |||||||||||||||||
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, managed care rebates, 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, group-purchasing and managed care 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 to 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. | |||||||||||||||||
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 at the wholesaler 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. | |||||||||||||||||
In calculating its chargeback expense, the Company estimated that 94.5% and 90.0% of its sales to wholesalers and distributors in the six month periods ended June 30, 2014 and June 30, 2013 respectively, would be subject to chargebacks. | |||||||||||||||||
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 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. | |||||||||||||||||
Allowance for Coupons, Promotions and Co-Pay discount cards: The Company issues coupons from time to time that are redeemable against certain of our Consumer Health 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. Additionally, the Company provides consumer co-pay discount cards, administered through outside agents to provide discounted products when redeemed. Upon release of the cards into the market, the Company records an estimate of the dollar value of co-pay discounts expected to be utilized. This estimate is based on historical experience and is adjusted as needed based on actual usage. | |||||||||||||||||
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. Advertising and promotional expenses paid to customers are expensed as incurred in accordance with ASC 605-50, Customer Payments and Incentives. | |||||||||||||||||
Inventories: Inventories are stated at the lower of cost (average cost method) or market (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 (“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 review of recent sales activity and wholesaler inventory information. 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 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 also considers the shelf life of the product in relation to the product timeline for approval. | |||||||||||||||||
Intangible Assets: Intangible assets consist primarily of goodwill and in-process research and development, which are carried at initial value and subject to evaluation for impairment, 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. 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. | |||||||||||||||||
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. | |||||||||||||||||
Income taxes: Income taxes are accounted for under the asset and liability method. 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 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. | |||||||||||||||||
The valuation hierarchy is composed of three levels. The classification within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The levels 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 carrying value of 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 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. | ||||||||||||||||
- | 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 additional consideration payable related to the Company’s acquisition of three branded, injectable drug products from the U.S. subsidiary of H. Lundbeck A/S (the “Lundbeck Acquisition”) on December 22, 2011 is a Level 3 liability, as is the additional consideration payable to Santen Pharmaceutical Co. Ltd. (“Santen”) in relation to the Company’s acquisition of the U.S. New Drug Application (“NDA”) rights to Betimol® on January 2, 2014. | ||||||||||||||||
The following table summarizes the basis used to measure the fair values of the Company’s financial instruments (amounts in thousands): | |||||||||||||||||
Fair Value Measurements at Reporting Date, Using: | |||||||||||||||||
Description | June 30, | Quoted Prices | Significant | Significant | |||||||||||||
2014 | in Active | Other | Unobservable | ||||||||||||||
Markets for | Observable | Inputs | |||||||||||||||
Identical Items | Inputs | (Level 3) | |||||||||||||||
(Level 1) | (Level 2) | ||||||||||||||||
Cash and cash equivalents | $ | 107,907 | $ | 107,907 | $ | — | $ | — | |||||||||
Foreign currency forward contracts | 630 | — | 630 | — | |||||||||||||
Total assets | $ | 108,537 | $ | 107,907 | $ | 630 | $ | — | |||||||||
Purchase consideration payable | $ | 20,514 | $ | — | $ | — | $ | 20,514 | |||||||||
Total liabilities | $ | 20,514 | $ | — | $ | — | $ | 20,514 | |||||||||
Description | December 31, | Quoted Prices | Significant | Significant | |||||||||||||
2013 | in Active | Other | Unobservable | ||||||||||||||
Markets for | Observable | Inputs | |||||||||||||||
Identical Items | Inputs | (Level 3) | |||||||||||||||
(Level 1) | (Level 2) | ||||||||||||||||
Cash and cash equivalents | $ | 34,178 | $ | 34,178 | $ | — | $ | — | |||||||||
Foreign currency forward contracts | 208 | — | 208 | — | |||||||||||||
Total assets | $ | 34,386 | $ | 34,178 | $ | 208 | $ | — | |||||||||
Purchase consideration payable | $ | 14,728 | $ | — | $ | — | $ | 14,728 | |||||||||
Total liabilities | $ | 14,728 | $ | — | $ | — | $ | 14,728 | |||||||||
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 principally 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. The Company performed evaluations of the fair value of this liability at June 30, 2014 and December 31, 2013 based on utilizing significant unobservable inputs to derive discount rates of 2.27% and 1.85%, respectively. As of June 30, 2014, the Company determined the fair value of this liability to be $14.8 million. The increase in fair value of approximately $0.1 million from December 31, 2013 to June 30, 2014 was recorded as non-cash interest expense within the Company’s condensed consolidated statement of comprehensive income for the six months ended June 30, 2014. | |||||||||||||||||
The fair value of the contingent consideration payable to Lundbeck is based upon the likelihood of achieving the underlying revenue targets and a derived cost of debt based on the remaining term. The Company initially determined that there was a 100% likelihood of the purchase consideration ultimately becoming payable, and reaffirmed this determination as of June 30, 2014 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. | |||||||||||||||||
As of June 30, 2014 and December 31, 2013, the purchase consideration payable to Lundbeck was classified as a current liability on the Company’s condensed consolidated balance sheets as of those dates, since the additional consideration of $15.0 million is due to be paid on December 22, 2014. | |||||||||||||||||
The carrying amount at June 30, 2014 of purchase consideration payable also includes estimated consideration due to Santen related to the Company’s acquisition of U.S. NDA rights to Betimol® on January 2, 2014. The liability was initially discounted based on the Company’s assumed discount rate and revalued at June 30, 2014 using this same discount rate. The Company identified no events that would cause its calculated assumed discount rate to change between the acquisition date and June 30, 2014. The additional consideration contingently payable to Santen on January 2, 2015, was initially estimated at $4.5 million discounted to $4.0 million based on a discount rate of 12.6%. The Company performed evaluations of the fair value of this liability at June 30, 2014 based on utilizing significant unobservable inputs and determined the fair value of this liability to be $4.6 million, discounted to $4.4 million. The increase in fair value during the six months ended June 30, 2014 of approximately $0.4 million has been recorded as non-cash interest expense within the Company’s condensed consolidated statement of comprehensive income for the six months ended June 30, 2014. The change in fair value of the additional consideration is sensitive to the passage of time and to changes in observable and unobservable inputs, such as the Company’s calculated discount rate. | |||||||||||||||||
The Company entered into three non-deliverable forward contracts in October 2013 to protect against unfavorable trends with regard to currency translation rates between U.S. dollars (“USD”) and Indian rupees (“INR”) for planned capital expenditures at Akorn India Private Limited (“AIPL”), of which one of the forward contracts matured and was redeemed during the quarter. The remaining two forward contracts were based on current and future anticipated investments of USD $3.3 million on each of July 3, 2014 and September 30, 2014 in AIPL, the Company’s subsidiary in India. 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 counterparty to the Company, or vice versa, as the case may be. As of June 30, 2014 and December 31, 2013, the Company was provided with reports of the fair market value of the three forward contracts from the counterparty. Due to continued strengthening of the Indian rupee against the U.S. dollar, the contracts had positive fair values to the Company of $0.6 million and $0.2 million as of June 30, 2014 and December 31, 2013, respectively. The Company recorded the $0.4 million gain in fair value during the six months ended June 30, 2014 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 condensed consolidated balance sheets. | |||||||||||||||||
As of June 30, 2014 and December 31, 2013, the Company was carrying long-term cost basis investments valued at $11.0 million. The fair value of the cost basis investments is not estimated, as there are no identified events or changes in circumstances that may have a significant adverse effect of the fair value of the investment, and it is not practicable to estimate the fair value of the investments. | |||||||||||||||||
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. | |||||||||||||||||
Discontinued Operations: During the three and six month periods ended June 30, 2014 and subsequent to the Hi-Tech acquisition the Company divested the ECR Pharmaceuticals subsidiary (see Note 11 – Business Combinations, Dispositions and Other Strategic Investments). As a result of the sale the Company will have no continuing involvement or cash flows from the operations of this business. In accordance with FASB ASC Topic 205 Presentation of Financial Statements, and to allow for meaningful comparison of our continuing operations, the operating results of this business are reported as “discontinued operations.” All other operations are considered “continuing operations.” As the ECR Pharmaceuticals subsidiary had not previously been reported within the condensed and consolidated balance sheets as of December 31, 2013 no reclassification of amounts previously reported in the condensed consolidated balance sheets have been made. Unless noted otherwise, discussion in these notes to the financial statements pertain to our continuing operations. | |||||||||||||||||
Note_3_Stock_Based_Compensatio
Note 3 - Stock Based Compensation | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | ' | ||||||||||||||||
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. | |||||||||||||||||
At the Company’s 2014 Annual Meeting of Shareholders, which took place May 2, 2014, the Company’s shareholders approved the adoption of the Akorn, Inc. 2014 Stock Option Plan (the “2014 Plan”). The 2014 Plan set aside up to 7.5 million shares for issuance based on the grant of stock options, restricted shares, or various other instruments to directors, employers and consultants. The 2014 Plan replaces the 2003 Stock Option Plan (the “2003 Plan”), which expired on November 6, 2013 although previously granted awards remain outstanding under the 2003 Plan. | |||||||||||||||||
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 six month periods ended June 30, 2014 and 2013 (in thousands): | |||||||||||||||||
Three months ended | Six months ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Stock options and employee stock purchase plan | 1,954 | 2,191 | 3,175 | 3,830 | |||||||||||||
Restricted stock awards | 92 | 350 | 153 | 414 | |||||||||||||
Total stock-based compensation expense | 2,047 | 2,541 | 3,329 | 4,244 | |||||||||||||
The weighted-average assumptions used in estimating the grant date fair value of the stock options granted under the 2014 Plan and the 2003 plan during the three and six month periods ended June 30, 2014, and 2013, respectively along with the weighted-average grant date fair values, are set forth in the table below. | |||||||||||||||||
Three months ended | Six months ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Expected volatility | 54 | % | 58 | % | 54 | % | 59 | % | |||||||||
Expected life (in years) | 4.2 | 4 | 4.2 | 4 | |||||||||||||
Risk-free interest rate | 1.79 | % | 0.73 | % | 1.79 | % | 0.74 | % | |||||||||
Dividend yield | — | % | — | % | — | % | — | % | |||||||||
Fair value per stock option | $ | 10.77 | $ | 6.81 | $ | 10.77 | $ | 6.77 | |||||||||
Forfeiture rate | 8 | % | 8 | % | 8 | % | 8 | % | |||||||||
The table below sets forth a summary of activity within the 2014 and 2003 Plan for the six months ended June 30, 2014: | |||||||||||||||||
Number of | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (Years) | Aggregate | ||||||||||||||
Options | Intrinsic Value (in thousands) | ||||||||||||||||
(in thousands) | |||||||||||||||||
Outstanding at December 31, 2013 | 9,228 | $ | 4.45 | 1.61 | $ | 186,169 | |||||||||||
Granted | 991 | 24.75 | |||||||||||||||
Exercised | -238 | 5.26 | |||||||||||||||
Forfeited | -19 | 15.48 | |||||||||||||||
Outstanding at June 30, 2014 | 9,962 | $ | 6.42 | 2.75 | $ | 267,200 | |||||||||||
Exercisable at June 30, 2014 | 8,136 | $ | 3.47 | 2.24 | $ | 242,324 | |||||||||||
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 six month periods ended June 30, 2014, approximately 182,000 and 238,000 stock options were exercised resulting in cash payments due to the Company of approximately $1.1 million and $ 1.3 million, respectively. These stock option exercises generated tax-deductible expenses totaling approximately $3.9 million and $5.0 million, respectively. During the three and six month periods ended June 30, 2013, 93,000 and 270,000 stock options were exercised resulting in cash payments to the Company of approximately $0.4 million and $0.7 million, respectively. These option exercises generated tax-deductible expenses of approximately $1.0 million and $3.1 million, 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 its Directors, of which 15,946 shares vested immediately upon issuance and the remaining 15,953 shares vested on May 4, 2014. On May 2, 2014, the Company granted a total of 71,582 restricted shares to senior management which vest at 25% per year on the anniversary date of the grant ending May 2, 2018. | |||||||||||||||||
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, 2013 | 16 | $ | 15.36 | ||||||||||||||
Granted | 72 | 24.74 | |||||||||||||||
Forfeited | — | — | |||||||||||||||
Vested | -16 | 15.36 | |||||||||||||||
Non-vested at June 30, 2014 | 72 | $ | 24.74 | ||||||||||||||
Note_4_Accounts_Receivable_All
Note 4 - Accounts Receivable Allowances | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Receivables [Abstract] | ' | ||||||||||||||||
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | ' | ||||||||||||||||
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. 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 as a reduction of revenues in the accompanying condensed consolidated 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): | |||||||||||||||||
JUNE 30, | DECEMBER 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Gross accounts receivable | $ | 220,165 | $ | 88,165 | |||||||||||||
Less reserves for: | |||||||||||||||||
Chargebacks and rebates | (49,330 | ) | (12,882 | ) | |||||||||||||
Product returns | (18,561 | ) | (8,164 | ) | |||||||||||||
Discounts and allowances | (11,597 | ) | (1,644 | ) | |||||||||||||
Advertising and promotions | (566 | ) | (452 | ) | |||||||||||||
Doubtful accounts | (138 | ) | (25 | ) | |||||||||||||
Trade accounts receivable, net | $ | 139,973 | $ | 64,998 | |||||||||||||
The current period increases in gross accounts receivable, chargebacks and rebates and cash discounts were primarily related to the acquisition of Hi-Tech Pharmacal Co. Inc. (“Hi-Tech”) during the six month period ended June 30, 2014, which acquisition is further described in Note 11 – Business Combinations, Dispositions and Other Strategic Investments. | |||||||||||||||||
For the three and six month periods ended June 30, 2014 and 2013, the Company recorded the following adjustments to gross sales (in thousands): | |||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Gross sales | $ | 283,842 | $ | 126,113 | $ | 433,142 | $ | 249,930 | |||||||||
Less adjustments for: | |||||||||||||||||
Chargebacks and rebates | (116,845 | ) | (42,966 | ) | (168,718 | ) | (86,729 | ) | |||||||||
Product returns | (2,318 | ) | (482 | ) | (3,204 | ) | (1,713 | ) | |||||||||
Discounts and allowances | (5,700 | ) | (1,947 | ) | (8,135 | ) | (3,922 | ) | |||||||||
Admin fees | (5,393 | ) | (2,358 | ) | (7,545 | ) | (4,320 | ) | |||||||||
Advertising and promotions | (2,836 | ) | (1,348 | ) | (4,168 | ) | (2,380 | ) | |||||||||
Revenues, net | $ | 150,749 | $ | 77,012 | $ | 241,371 | $ | 150,866 | |||||||||
The increase, year over year, in the provisions for chargebacks and rebates, product returns, discounts and allowances, admin fees, and advertising and promotion were related to the 124.9% and 73.2% increase in gross sales in the three and six month periods ended June 30, 2014, respectively compared to the corresponding prior year quarter and year to date period. | |||||||||||||||||
Note_5_Inventories
Note 5 - Inventories | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Inventory Disclosure [Text Block] | ' | ||||||||
NOTE 5 — INVENTORIES | |||||||||
The components of inventories are as follows (in thousands): | |||||||||
JUNE 30, | DECEMBER 31, | ||||||||
2014 | 2013 | ||||||||
Finished goods | $ | 45,813 | $ | 22,886 | |||||
Work in process | 4,846 | 3,883 | |||||||
Raw materials and supplies | 58,255 | 29,213 | |||||||
Inventories, net | $ | 108,914 | $ | 55,982 | |||||
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. Finished goods inventory at June 30, 2014 and December 31, 2013 was reported net of these reserves of $4.1 million and $2.9 million, respectively. | |||||||||
The current period increases in finished goods, work in process, raw materials and supplies were primarily related to the acquisition of Hi-Tech during the six month period ended June 30, 2014. | |||||||||
Note_6_Property_Plant_and_Equi
Note 6 - Property, Plant and Equipment | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Property, Plant and Equipment Disclosure [Text Block] | ' | ||||||||
NOTE 6 — PROPERTY, PLANT AND EQUIPMENT | |||||||||
Property, plant and equipment consist of the following (in thousands): | |||||||||
JUNE 30, | DECEMBER 31, | ||||||||
2014 | 2013 | ||||||||
Land and land improvements | $ | 8,678 | $ | 2,606 | |||||
Buildings and leasehold improvements | 60,474 | 46,281 | |||||||
Furniture and equipment | 109,687 | 76,536 | |||||||
Sub-total | 178,839 | 125,423 | |||||||
Accumulated depreciation | -59,966 | (54,470 | ) | ||||||
Property, plant and equipment placed in service, net | 118,873 | 70,953 | |||||||
Construction in progress | 16,822 | 11,155 | |||||||
Property, plant and equipment, net | $ | 135,695 | $ | 82,108 | |||||
Property, plant, and equipment, net increased $53.6 million principally as a result of the acquisition of Hi-Tech during the six month period ended June 30, 2014. | |||||||||
A portion of the Company’s property, plant and equipment is located outside the United States. At June 30, 2014 and December 31, 2013, property, plant and equipment, net, with a net carrying value of $22.5 million and $21.1 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 $3.6 million and $1.6 million during the three month periods ended June 30, 2014 and 2013, respectively and approximately $5.5 million and $3.2 million during the six month periods ended June 30, 2014 and 2013, respectively. | |||||||||
Note_7_Goodwill_and_Other_Inta
Note 7 - Goodwill and Other Intangible Assets | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||
Goodwill and Intangible Assets Disclosure [Text Block] | ' | ||||||||||||||||
NOTE 7 — GOODWILL AND OTHER INTANGIBLE ASSETS | |||||||||||||||||
Goodwill: | |||||||||||||||||
The following table provides a summary of the activity in goodwill by segment for the six months ended June 30, 2014 (in thousands): | |||||||||||||||||
Consumer | Prescription Pharmaceuticals | Total | |||||||||||||||
Health | |||||||||||||||||
Balances at December 31, 2013 | $ | 11,863 | $ | 17,968 | $ | 29,831 | |||||||||||
Currency translation adjustments | ─ | 550 | 550 | ||||||||||||||
Acquisitions | 4,854 | 172,236 | 177,089 | ||||||||||||||
Dispositions | ─ | (11,454 | ) | (11,454 | ) | ||||||||||||
Balances at June 30, 2014 | $ | 16,717 | $ | 179,299 | $ | 196,016 | |||||||||||
Goodwill acquired in the three and six month period ended June 30, 2014 is wholly related to the acquisition of Hi-Tech, while Goodwill dispositions in the period are the result of the Watson product disposition and ECR divestiture as further discussed in Note 11 — Business Combinations, Dispositions and Other Strategic Investments. | |||||||||||||||||
Goodwill acquired prior to April 1, 2014 attributed to the Consumer Health segment was due to the Company’s acquisition of Advanced Vision Research, Inc. in May 2011, while Goodwill attributed to the Prescription Pharmaceuticals segment relates to the Company’s acquisition of selected assets of Kilitch Drugs (India) Limited (“KDIL”) in February 2012, principally KDIL’s manufacturing facility in Paonta Sahib, India. | |||||||||||||||||
Product Licensing Rights, In-Process Research and Development (“IPR&D”), and Other Intangible Assets: | |||||||||||||||||
The following table sets forth information about the net book value of the Company’s other intangible assets as of June 30, 2014 and December 31, 2013, and the weighted average remaining amortization period as of June 30, 2014 and December 31, 2013 (dollar amounts in thousands): | |||||||||||||||||
Gross | Accumulated | Net | Wgtd Avg Remaining | ||||||||||||||
Amount | Amortization | Balance | Amortization Period | ||||||||||||||
(years) | |||||||||||||||||
30-Jun-14 | |||||||||||||||||
Product licensing rights | $ | 476,659 | $ | (47,038 | ) | $ | 429,621 | 13.8 | |||||||||
IPR&D | 9,400 | ─ | 9,400 | N/A - Indefinite lived | |||||||||||||
Trademarks | 15,000 | (1,128 | ) | 13,872 | 19.9 | ||||||||||||
Customer relationships | 6,561 | (2,002 | ) | 4,559 | 9 | ||||||||||||
Other Intangibles | 6,000 | (68 | ) | 5,932 | 4.8 | ||||||||||||
Non-compete agreement | 2,552 | (1,512 | ) | 1,040 | 1.7 | ||||||||||||
$ | 516,172 | $ | (51,748 | ) | $ | 464,424 | |||||||||||
31-Dec-13 | |||||||||||||||||
Product licensing rights | $ | 151,504 | $ | (35,604 | ) | $ | 115,900 | 9.8 | |||||||||
IPR&D | ─ | ─ | ─ | ─ | |||||||||||||
Trademarks | 9,500 | (844 | ) | 8,656 | 27.4 | ||||||||||||
Customer relationships | 6,166 | (1,528 | ) | 4,638 | 9.8 | ||||||||||||
Other Intangibles | ─ | ─ | ─ | ─ | |||||||||||||
Non-compete agreement | 2,428 | (1,117 | ) | 1,311 | 2.2 | ||||||||||||
$ | 169,598 | $ | (39,093 | ) | $ | 130,505 | |||||||||||
Intangible assets other than goodwill, gross increased $346.6 million as a result of the acquisition of Hi-Tech, the disposal of previously acquired assets to Watson, the divestiture of ECR, the acquisition of Zioptan® and the acquisition of Betimol during the six month period ended June 30, 2014. | |||||||||||||||||
The Company recorded amortization expense of approximately $8.6 million and $1.7 million during the three month periods ended June 30, 2014 and 2013, respectively and approximately $13.4 million and $3.4 million during the six month periods ended June 30, 2014 and 2013, respectively, related to its product licensing rights and other intangible assets. | |||||||||||||||||
Note_8_Financing_Arrangements
Note 8 - Financing Arrangements | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||||
Debt Disclosure [Text Block] | ' | ||||||||||||||||
NOTE 8 — FINANCING ARRANGEMENTS | |||||||||||||||||
Term Loan | |||||||||||||||||
Concurrent with the closing of its acquisition of Hi-Tech (the “Hi-Tech Acquisition”), Akorn, Inc. and its wholly owned domestic subsidiaries (the “Akorn Loan Parties”) entered into a $600.0 million Term Facility (the “Term Facility”) pursuant to a Loan Agreement dated April 17, 2014 (the “Term Loan Agreement” or “Existing Term Loan Agreement”) between the Akorn Loan Parties as borrowers, and JPMorgan Chase Bank, N.A. (“JPMorgan”), as lender and as administrative agent for certain other lenders. Akorn may increase the loan amount up to an additional $150.0 million, or more, provided certain financial covenants and other conditions are satisfied. The proceeds received pursuant to the Term Loan Agreement were used to finance the Hi-Tech Acquisition, as further described below in Note 11, Business Combinations, Dispositions and Other Strategic Investments. | |||||||||||||||||
The Term Facility is secured by all of the assets of the Akorn Loan Parties, including springing control of the Company’s primary deposit account pursuant to a Deposit Account Control Agreement. | |||||||||||||||||
The Term Loan Agreement requires quarterly principal repayment equal to 0.25% of the initial loan amount of $600.0 million beginning with the second full quarter following the closing date of the Term Loan Agreement, with a final payment of the remaining principal balance due at maturity seven (7) years from the date of closing of the Term Loan Agreement. The Company may prepay all or a portion of the remaining outstanding principal amount under the Term Loan Agreement at any time, or from time to time, subject to prior notice requirement to the lenders and payment of applicable fees. Prepayment of principal will be required should the Company incur any indebtedness not permitted under the Term Loan Agreement, or effect the sale, transfer or disposition of any property or asset, other than in the ordinary course of business. To the extent the Term Facility is refinanced within the first six (6) months of closing, a 1.00% prepayment fee will be due. As of June 30, 2014 outstanding debt under the term loan facility was $600.0 million and the Company was in full compliance with all applicable covenants. | |||||||||||||||||
Interest will accrue based, at the Company’s election, on an adjusted prime/federal funds rate (“ABR Loan”) or an adjusted LIBOR (“Eurodollar Loan”) rate, plus a margin of 2.50% for ABR Loans, and 3.50% for Eurodollar Loans. Each such margin will decrease by 0.25% in the event Akorn’s senior debt to EBITDA ratio for any quarter falls to 2.25:1.00 or below. During an event of default, as defined in the Term Loan Agreement, any interest rate will be increased by 2.00% per annum. Per the Term Loan Agreement, the interest rate on LIBOR loans cannot fall below 4.50%. | |||||||||||||||||
For the three and six month periods ended June 30, 2014, the Company recorded interest expense of $5.5 million in relation to the Term Loan. | |||||||||||||||||
As of June 30, 2014, in connection with entering into the $600.0 million term loan with JPMorgan, the Company incurred approximately $20.3 million in deferred financing fees. Approximately $7.4 million of this total represented loan commitment fees, of which $1.2 million and $7.1 million was amortized to expense during the three and six month periods ended June 30, 2014, respectively. The $7.1 million of loan commitment fees amortized in the six month period ended June 30, 2014 consisted of $5.0 million in ticking fees and $2.1 million in commitment fee amortization. The Company will amortize the remaining deferred financing fees using the effective interest method over the term of the Term Loan Agreement. | |||||||||||||||||
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 shares of the Company’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 June 30, 2014, the Notes were trading at approximately 381% of their face value, resulting in a total market value of $456.8 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 June 30, 2014, the Company’s common stock closed at $33.25 per share, resulting in a pro forma conversion value for the Notes of approximately $455.5 million. Increases in the market value of the Company’s common stock increase the fair value of 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 at the option of the holders 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 September 30, 2014. | |||||||||||||||||
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 $20.5 million as the value for the equity component. At June 30, 2014 and December 31, 2013, the net carrying amount of the liability component and the remaining unamortized debt discount were as follows (in thousands): | |||||||||||||||||
JUNE 30, | DECEMBER 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Carrying amount of equity component | $ | 20,470 | $ | 20,470 | |||||||||||||
Carrying amount of the liability component | 110,920 | 108,750 | |||||||||||||||
Unamortized discount of the liability component | 9,080 | 11,250 | |||||||||||||||
Unamortized deferred financing costs | 1,642 | 2,034 | |||||||||||||||
For the three and six month periods ended June 30, 2014 and 2013, the Company recorded the following expenses in relation to the Notes (in thousands): | |||||||||||||||||
Three months ended | Six months ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
Expense Description | 2014 | 2013 | 2014 | 2013 | |||||||||||||
Interest expense at 3.5% coupon rate (1) | $ | 1,050 | $ | 1,050 | $ | 2,100 | $ | 2,100 | |||||||||
Debt discount amortization (1) | 1,095 | 1,019 | 2,170 | 2,020 | |||||||||||||
Amortization of deferred financing costs | 198 | 184 | 392 | 365 | |||||||||||||
$ | 2,343 | $ | 2,253 | $ | 4,662 | $ | 4,485 | ||||||||||
(1) Included within “Interest expense, net” on the Condensed Consolidated Statements of Comprehensive Income. | |||||||||||||||||
JPMorgan Credit Facility | |||||||||||||||||
On April 17, 2014, the Akorn Loan Parties entered into a Credit Agreement (the “JPM Credit Agreement”) with JPMorgan Chase Bank, N.A. as administrative agent, and Bank of America, N.A., as syndication agent for certain other lenders (at closing, Bank of America, N.A. and Wells Fargo Bank, N. A.) for a $150.0 million revolving credit facility (the “JPM Revolving Facility”). Upon entering into the JPM Credit Agreement, the Company terminated its $60.0 million revolving credit facility with Bank of America, N.A., as further described below. | |||||||||||||||||
Subject to other conditions in the JPM Credit Agreement, advances under the JPM Revolving Facility will be made in accordance with a borrowing base consisting of the sum of the following: | |||||||||||||||||
(a) | 85% of eligible accounts receivable; | ||||||||||||||||
(b) | The lesser of: | ||||||||||||||||
a. | 65% of the lower of cost or market value of eligible raw materials and work in process inventory, valued on a first in first out basis, and | ||||||||||||||||
b. | 85% of the orderly liquidation value of eligible raw materials and work in process inventory, valued on a first in first out basis; | ||||||||||||||||
(c) | The lesser of: | ||||||||||||||||
a. | 75% of the lower of cost or market value of eligible finished goods inventory, valued on a first in first out basis, and | ||||||||||||||||
b. | 85% of the orderly liquidation value of eligible finished goods inventory, valued on a first in first out basis up to 85% of the liquidation value of eligible inventory (or 75% of market value finished goods inventory); and | ||||||||||||||||
(d) | Less any reserves deemed necessary by the administrative agent, and allowed in its permitted discretion. | ||||||||||||||||
The total amount available under the JPM Revolving Facility includes a $10.0 million letter of credit facility. | |||||||||||||||||
Under the terms of the JPM Credit Agreement, if availability under the JPM Revolving Facility falls below 12.5% of commitments or $15.0 million for more than 30 consecutive days, the Company may be subject to cash dominion, additional reporting requirements, and additional covenants and restrictions. The Company may seek additional commitments to increase the maximum amount of the JPM Revolving Facility to $200.0 million. | |||||||||||||||||
Unless cash dominion is exercised by the lenders in connection with the JPM Revolving Facility, the Company will be required to repay the JPM Revolving Facility upon its expiration five (5) years from issuance, subject to permitted extension, and will pay interest on the outstanding balance monthly based, at the Company’s election, on an adjusted prime/federal funds rate (“ABR”) or an adjusted LIBOR (“Eurodollar”), plus a margin determined in accordance with the Company’s consolidated fixed charge coverage ratio (EBITDA to fixed charges) as follows: | |||||||||||||||||
Fixed Charge Coverage Ratio | Revolver ABR Spread | Revolver Eurodollar Spread | |||||||||||||||
Category 1 | 0.50% | 1.50% | |||||||||||||||
> 1.50 to 1.0 | |||||||||||||||||
Category 2 | 0.75% | 1.75% | |||||||||||||||
> 1.25 to 1.00 but | |||||||||||||||||
< 1.50 to 1.00 | |||||||||||||||||
Category 3 | 1.00% | 2.00% | |||||||||||||||
< 1.25 to 1.00 | |||||||||||||||||
In addition to interest on borrowings, the Company will pay an unused line fee of 0.250% per annum on the unused portion of the JPM Revolving Facility. | |||||||||||||||||
During an event of default, as defined in the JPM Credit Agreement, any interest rate will be increased by 2.00% per annum. | |||||||||||||||||
The JPM Revolving Facility is secured by all of the assets of the Akorn Loan Parties, including springing control of the Company’s primary deposit account pursuant to a Deposit Account Control Agreement. The financial covenants require the Akorn Loan Parties to maintain the following on a consolidated basis: | |||||||||||||||||
(a) | Minimum Liquidity, as defined in the JPM Credit Agreement, of not less than (a) $120.0 million plus (b) 25% of the JPM Revolving Facility commitments during the three month period preceding the June 1, 2016 maturity date of Akorn’s $120.0 million of senior convertible notes. | ||||||||||||||||
(b) | Ratio of EBITDA to fixed charges of no less than 1.00 to 1.00 (measured quarterly for the trailing 4 quarters). | ||||||||||||||||
As of June 30, 2014 the Company was in full compliance with all covenants applicable to the JPM Revolving Facility. | |||||||||||||||||
The Company intends to use any proceeds from borrowings under the JPM Revolving Facility for working capital needs and for the general corporate purposes of the Company and its subsidiaries, and to otherwise replace letters of credit that were outstanding upon the termination of the Company’s prior revolving credit facility with Bank of America, N.A. At June 30, 2014, there were no outstanding borrowings and one outstanding letter of credit in the amount of approximately $0.5 million under the credit facility with JPM. Availability under the facility as of June 30, 2014 was approximately $142.7 million. | |||||||||||||||||
The JPM Credit Agreement contains representations, warranties and affirmative and negative covenants customary for financings of this type. The JPM Credit Agreement places customary limitations on indebtedness, distributions, liens, acquisitions, investments, and other activities of the Akorn Loan Parties in a manner designed to protect the collateral while providing flexibility for growth and the historic business activities of the Company and its subsidiaries. | |||||||||||||||||
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, which included 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. This facility was scheduled to mature in March 2016. On April 17, 2014, concurrent with the Company entering into the JPM Credit Agreement, the Company and Bank of America, N.A. agreed to early terminate the B of A Credit Agreement, without penalty. | |||||||||||||||||
Note_9_Earnings_Per_Common_Sha
Note 9 - Earnings Per Common Share | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||
Earnings Per Share [Text Block] | ' | ||||||||||||||||
NOTE 9 — EARNINGS PER 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 | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Income from continuing operations | $ | 9,009 | $ | 12,637 | $ | 18,837 | $ | 23,479 | |||||||||
Income from continuing operations per share: | |||||||||||||||||
Basic | $ | 0.09 | $ | 0.13 | $ | 0.19 | $ | 0.24 | |||||||||
Diluted | $ | 0.08 | $ | 0.11 | $ | 0.16 | $ | 0.21 | |||||||||
(Loss) from discontinued operations, net of tax | $ | (503 | ) | ─ | $ | (503 | ) | ─ | |||||||||
(Loss) from discontinued operations per share | |||||||||||||||||
Basic | $ | (0.01 | ) | ─ | $ | (0.01 | ) | ─ | |||||||||
Diluted | $ | (0.01 | ) | ─ | $ | (0.01 | ) | ─ | |||||||||
Shares used in computing net income (loss) per share: | |||||||||||||||||
Weighted average basic shares outstanding | 103,183 | 96,122 | 99,926 | 96,025 | |||||||||||||
Dilutive securities: | |||||||||||||||||
Stock option and unvested RSAs | 5,038 | 4,380 | 5,008 | 4,383 | |||||||||||||
Stock warrants | 749 | 6,614 | 3,779 | 6,564 | |||||||||||||
Shares issuable upon conversion of convertible notes (1) | 9,122 | 5,212 | 8,863 | 5,038 | |||||||||||||
Total dilutive securities | 14,909 | 16,206 | 17,650 | 15,985 | |||||||||||||
Weighted average diluted shares outstanding | 118,092 | 112,328 | 117,576 | 112,010 | |||||||||||||
Shares subject to stock options omitted from the calculation of income per share as their effect would have been anti-dilutive | 598 | 1,373 | 336 | 1,289 | |||||||||||||
(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. | ||||||||||||||||
Stock Warrant Exercise | |||||||||||||||||
On April 10, 2014, the Company’s chairman, John N. Kapoor, Ph.D., exercised all of his 7.2 million outstanding stock warrants for cash. These warrants were issued at various dates in 2009 and were scheduled to expire in 2014. The Company received cash proceeds of approximately $8.2 million from the warrant exercise during the three and six month periods ended June 30, 2014. | |||||||||||||||||
Note_10_Segment_Information
Note 10 - Segment Information | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
Segment Reporting Disclosure [Text Block] | ' | ||||||||||||||||
NOTE 10 — SEGMENT INFORMATION | |||||||||||||||||
During the three and six month periods ended June 30, 2014, the Company acquired Hi-Tech and as a result, underwent a change in the organizational and reporting structure of the Company's reportable segments, establishing two reporting segments that each report to the Chief Operating Decision Maker (CODM), as defined in ASC Topic 280, Segment Reporting, and Chief Executive Officer (CEO), Raj Rai. Our performance will be assessed and resources will be allocated by the CODM based on the following two reportable segments: | |||||||||||||||||
- Prescription Pharmaceuticals | |||||||||||||||||
- Consumer Health | |||||||||||||||||
Prior to the realignment the Company managed the business as three distinct reporting segments; Ophthalmics, Hospital Drugs and Injectables, and Contract Services. | |||||||||||||||||
The changes combine operations that have a similar product type, serve comparable customers and address similar business issues and industry dynamics. The new segment reporting structure provides shareholders and other users of our financial statements with more useful information about our segments. | |||||||||||||||||
Current Segments | |||||||||||||||||
Prescription Pharmaceuticals | Consumer Health | ||||||||||||||||
Former Segments | Akorn | Ophthalmics | X | X (a) | |||||||||||||
Hospital Drugs and Injectables | X | ||||||||||||||||
Contract Services | X | ||||||||||||||||
Hi-Tech | Generic Pharmaceuticals (“Hi-Tech Generic”) | X | |||||||||||||||
OTC Branded Pharmaceuticals (“HCP”) | X (b) | ||||||||||||||||
Prescription Brands (“ECR”) | X (c) | ||||||||||||||||
(a) | Represents the previous acquisition of Advanced Vision Research, Inc./TheraTears | ||||||||||||||||
(b) | Represents the previous Hi-Tech reportable segment HCP (“Health Care Products”) | ||||||||||||||||
(c) | Represents the previous Hi-Tech reportable segment ECR which was divested during the three and six month periods ended June 30, 2014 and whose results have been included within discontinued operations. | ||||||||||||||||
The Consumer Health segment manufactures, markets and distributes a line of branded OTC dry eye treatment products, a portfolio of private label OTC ophthalmic products and other consumer health products. The Prescription Pharmaceuticals segment manufactures, markets and distributes general and disease specific ophthalmic drugs and injectable pharmaceuticals, primarily in niche markets, as well as certain antidotes, antiallergics, anti-infectives, vaccines, and controlled substances for pain management and anesthesia, in various dosage forms. The Prescription Pharmaceuticals segment also includes the operating results of the Company’s subsidiary in India – Akorn India Private Limited. | |||||||||||||||||
Financial information about the Company’s reportable segments is based upon internal financial reports that aggregate certain operating information. The Company’s CEO oversees operational assessments and resource allocations based upon the results of the Company’s reportable segments, which have available and discrete financial information. | |||||||||||||||||
Selected financial info by reporting segment is presented below (in thousands). The Company has restated prior periods including the three and six month periods ended June 30, 2013 to reflect the strategic realignment described above. | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Revenues: | |||||||||||||||||
Prescription Pharmaceuticals | $ | 136,231 | $ | 67,362 | $ | 218,079 | $ | 132,508 | |||||||||
Consumer Health | 14,518 | 9,650 | 23,292 | 18,358 | |||||||||||||
Total revenues | 150,749 | 77,012 | 241,371 | 150,866 | |||||||||||||
Gross Profit: | |||||||||||||||||
Prescription Pharmaceuticals | 68,012 | 36,743 | 113,296 | 70,766 | |||||||||||||
Consumer Health | 8,659 | 5,349 | 13,031 | 10,471 | |||||||||||||
Total gross profit | 76,671 | 42,092 | 126,327 | 81,237 | |||||||||||||
Operating expenses | 60,408 | 19,841 | 86,624 | 40,397 | |||||||||||||
Operating income | 16,263 | 22,251 | 39,703 | 40,840 | |||||||||||||
Other (expense) | (1,951 | ) | (2,269 | ) | (9,699 | ) | (4,601 | ) | |||||||||
Income from continuing operations before income taxes | $ | 14,312 | $ | 19,982 | $ | 30,004 | $ | 36,239 | |||||||||
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 revenue and gross profit level has been minimal. The Company does not identify total assets by segment for internal purposes, as the Company’s CODM does not assess performance, make strategic decisions, or allocate resources based on assets. | |||||||||||||||||
Note_11_Business_Combinations_
Note 11 - Business Combinations, Dispositions and Other Strategic Investments | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Business Combinations [Abstract] | ' | ||||||||||||||||
Business Combination Disclosure [Text Block] | ' | ||||||||||||||||
NOTE 11 — BUSINESS COMBINATIONS, DISPOSITIONS AND OTHER STRATEGIC INVESTMENTS | |||||||||||||||||
VPI Holdings Corp. | |||||||||||||||||
On May 9, 2014, the Company entered into an Agreement and Plan of Merger (the “VP Merger Agreement”) to acquire VPI Holdings Corp. (“VPI”), the parent company of VersaPharm Incorporated (“VersaPharm”) for approximately $440 million in cash, subject to various post-closing adjustments related to working capital, cash, transaction expenses and funded indebtedness. The acquisition was approved by the Federal Trade Commission (FTC) on August 5, 2014 following review pursuant to provisions of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR”). The approval is pursuant to an order of product divestment to Watson Laboratories, Inc., a wholly owned subsidiary of Actavis plc., to divest all rights and assets related to one product marketed under a pending Abbreviated New Drug Application – Rifampin (“Akorn Rifampin Product Assets”). The Company expects the acquisition to close in the third quarter of 2014. Upon completion of the merger, Akorn Enterprises II, Inc., a wholly owned subsidiary of the Company (the “Acquisition Subsidiary”), will be merged with and into VPI, such that after the merger VPI will be a wholly owned subsidiary of the Company. | |||||||||||||||||
VersaPharm is a privately-held developer and marketer of multi-source prescription pharmaceuticals, with a focus in the niche therapeutic categories of dermatology, tuberculosis and hemophilia. VersaPharm operates a corporate office in Marietta, GA, a research and development, quality control and assurance facility in Warminster, PA, and an operations center in Tarrytown, NY. | |||||||||||||||||
The VersaPharm Acquisition is expected to complement and expand the Company’s product portfolio by further diversifying its offering to generic dermatology therapeutic products, and further enhancements of the Company’s existing product portfolio. The VersaPharm Acquisition is also expected to enhance the Company’s new product pipeline, including 11 ANDA’s currently filed with the FDA. | |||||||||||||||||
Akorn intends to fund the transaction principally through a $445 million incremental term loan. JPMorgan has committed financing for the transaction. The Company anticipates that the incremental term loan agreement will be signed during the third quarter of 2014. The Incremental Term Loan is expected to bear interest, at Akorn’s option, at rates equal to an adjusted Eurodollar rate or an alternate base rate, in each case, plus a spread. As of June 30, 2014, the Company recorded $1.7 million of commitment fees associated with the incremental term loan and for the three and six month periods ended June 30, 2014 recorded $0.5 million in amortization expense associated with the commitment fees. | |||||||||||||||||
The VP Merger Agreement contains termination rights for VPI, Akorn and Acquisition Subsidiary. The VP Merger Agreement provides that Akorn will be required to pay VPI a termination fee of $22.0 million if, on or prior to November 5, 2014 (subject to certain circumstances in which such date is extended to December 5, 2014) (as such date may be extended, the “Termination Date”), the VP Merger Agreement is terminated by VPI as a result of a Financing Failure (as defined in the Merger Agreement). In the event that Akorn exercises its right to terminate the VP Merger Agreement due to the transaction not having closed as of the Termination Date, but at such time VPI would have been able to terminate the VP Merger Agreement as a result of a Financing Failure, Akorn will also be required to pay VPI a termination fee of $22.0 million. | |||||||||||||||||
Further, the Merger Agreement provides directors and officers of VPI with certain indemnification rights following the Merger. | |||||||||||||||||
During the three and six month periods ended June 30, 2014, the Company recorded approximately $1.0 million in acquisition related expenses in connection with the VersaPharm acquisition. | |||||||||||||||||
Hi-Tech Pharmacal Co., Inc. | |||||||||||||||||
On April 17, 2014, the Company completed its acquisition of Hi-Tech for a total purchase price of approximately $650 million (the “Hi-Tech Acquisition”). This purchase price was based on acquiring all outstanding shares of Hi-Tech common stock for $43.50 per share, buying out the intrinsic value of Hi-Tech’s stock options, and paying the single-trigger separation payments to various Hi-Tech executives due upon change in control. The total consideration paid is net of Hi-Tech’s cash acquired subsequent to Hi-Tech’s payment of $44.6 million of stock options and single trigger separation payments as of April 17, 2014. | |||||||||||||||||
On August 27, 2013, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) to acquire Hi-Tech. Subject to the terms and conditions of the Merger Agreement, upon completion of the merger on April 17, 2014, each share of Hi-Tech’s common stock, par value $0.01 per share, issued and outstanding and held by non-interested parties at the time of the merger (the “Hi-Tech Shares”), was cancelled and converted into the right to receive $43.50 in cash, without interest, less any applicable withholding taxes, upon surrender of the outstanding Hi-Tech Shares. | |||||||||||||||||
The acquisition was approved by the shareholders of Hi-Tech on December 19, 2013, and was approved by the Federal Trade Commission (“FTC”) on April 11, 2014 following review pursuant to provisions of HSR. In connection with the Hi-Tech Acquisition, the Company entered into an agreement (the “Divestment Agreement”) with Watson Laboratories, Inc., a wholly owned subsidiary of Actavis plc, to divest certain rights and assets - see below for further consideration. | |||||||||||||||||
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 (“ECR”) markets branded prescription products. Hi-Tech operates a manufacturing facility and corporate offices in Amityville, New York, and ECR maintains its corporate offices in Richmond, Virginia. | |||||||||||||||||
The Hi-Tech Acquisition is expected to complement and expand the Company’s product portfolio by diversifying its offering to its retail customers beyond ophthalmics to other niche dosage forms such as oral liquids, topical creams and ointments, nasal sprays and otics. The Hi-Tech Acquisition is also expected to enhance the Company’s new product pipeline. Further, the Hi-Tech Acquisition will add branded OTC products in the categories of cough and cold, nasals, and topicals to the Company’s existing TheraTears® brand of eye care products, and will provide additional domestic manufacturing capacity for the Company. | |||||||||||||||||
The Hi-Tech Acquisition was principally funded through a $600.0 million term loan with JPMorgan entered into concurrent with completing the acquisition, and through Hi-Tech cash assumed through the acquisition. For further details on the term loan financing, please refer to the description in Note 8 – Financing Arrangements. | |||||||||||||||||
During the three and six month periods ended June 30, 2014, the Company recorded approximately $19.6 million and $20.0 million in acquisition-related expenses in connection with the Hi-Tech Acquisition. These expenses principally consisted of various legal fees and other acquisition costs which have been recorded within “acquisition related costs” as part of operating expenses in the Company’s condensed consolidated statement of comprehensive income in the applicable periods. | |||||||||||||||||
The following table sets forth the consideration paid for the Hi-Tech Acquisition and the fair values of the acquired assets and assumed liabilities (in millions) as of the acquisition date. The figures below are preliminary and subject to review of the facts and assumptions used to determine the fair values of the acquired assets developed utilizing an income approach. | |||||||||||||||||
Consideration: | |||||||||||||||||
Amount of cash paid to Hi-Tech stockholders | $ | 605 | |||||||||||||||
Amount of cash paid to vested Hi-Tech option holders | 40.5 | ||||||||||||||||
Amount of cash paid to key executives under single-trigger separation payments upon change-in-control | 4.1 | ||||||||||||||||
$ | 649.6 | ||||||||||||||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | |||||||||||||||||
Cash and cash equivalents | $ | 89.7 | |||||||||||||||
Accounts receivable | 48.5 | ||||||||||||||||
Inventory | 53.7 | ||||||||||||||||
Other current assets | 23.9 | ||||||||||||||||
Property and equipment | 45.6 | ||||||||||||||||
Product licensing rights | 343.5 | ||||||||||||||||
IPR&D | 9.4 | ||||||||||||||||
Customer Relationships | 0.3 | ||||||||||||||||
Trademarks | 5.5 | ||||||||||||||||
Goodwill | 177.1 | ||||||||||||||||
Other non-current assets | 0.6 | ||||||||||||||||
Total assets acquired | $ | 797.8 | |||||||||||||||
Assumed current liabilities | (23.5 | ) | |||||||||||||||
Assumed non-current liabilities | (2.8 | ) | |||||||||||||||
Deferred tax liabilities | (121.9 | ) | |||||||||||||||
Total liabilities assumed | $ | (148.2 | ) | ||||||||||||||
$ | 649.6 | ||||||||||||||||
Goodwill represents expected synergies resulting from the combination of the entities and other intangible assets that do not qualify for separate recognition, while IPR&D assets represent ongoing in-process research and development projects obtained through the acquisition. The Company does not anticipate being able to deduct any of the associated incremental value of goodwill and other intangible assets for income tax purposes, but expects to be able to deduct approximately $18.5 million of value associated with pre-existing Hi-Tech goodwill and other intangible assets for income tax purposes in future periods. See Note 7 – Goodwill and Other Intangible Assets for further discussion of goodwill allocated to each reportable segment. As of June 30, 2014, the Company has not completed the allocation of goodwill acquired in the acquisition to reporting units. | |||||||||||||||||
Weighted average remaining amortization period of intangible assets acquired other than goodwill and IPR&D through the Hi-Tech acquisitions as of the closing date was 15.6 years in aggregate, 15.7 years for product licensing rights, 1 year for customer relationships and 9 years for trademarks. | |||||||||||||||||
During the three and six month periods ended June 30, 2014, the Company recorded net revenue of approximately $51.5 million, respectively related to sales of the Hi-Tech products existing subsequent to the disposition and divestiture noted below. | |||||||||||||||||
Watson Product Disposition | |||||||||||||||||
In connection with the Hi-Tech Merger, Akorn entered into an agreement (the “Disposition Agreement”) with Watson Laboratories, Inc., (“Watson”) a wholly owned subsidiary of Actavis plc, to dispose of certain rights and assets related to three Hi-Tech products marketed under Abbreviated New Drug Applications — Ciprofloxacin Hydrochloride Ophthalmic Solution, Levofloxacin Ophthalmic Solution and Lidocaine Hydrochloride Jelly — and one Akorn product marketed under a New Drug Application: Lidocaine/Prilocaine Topical Cream, collectively “the products”. The Divestment Agreement further included one product under development. Net revenues for the Akorn product marketed under a New Drug Application: Lidocaine/Prilocaine Topical Cream were approximately $0.3 million and $1.4 million in the three month periods ended June 30, 2014 and 2013, respectively, and approximately $1.5 million and $2.4 million in the six month periods ended June 30, 2014 and 2013, respectively. This disposition was required pursuant to a proposed consent order accepted by vote of the Federal Trade Commission on April 11, 2014. The closing of the disposition agreement, which was contingent upon the consummation of Akorn’s acquisition of 50% or more of the voting securities of Hi-Tech, took place on April 17, 2014. Under the terms of the disposition the Company received $16.8 million for the intangible product rights, associated goodwill, and saleable inventory of the products denoted above. The Company recorded a gain of $9.0 million in Other (expense) income, net in the three and six month periods ended June 30, 2014, resulting from the difference of the consideration received and assets disposed, see below. | |||||||||||||||||
Calculation of gain from Watson product disposition (in millions) | |||||||||||||||||
Consideration received | $ | 16.8 | |||||||||||||||
Intangible assets disposed | (5.9 | ) | |||||||||||||||
Goodwill disposed | (1.1 | ) | |||||||||||||||
Other assets disposed | (0.8 | ) | |||||||||||||||
Pre-Tax Gain recognized | $ | 9 | |||||||||||||||
Upon completing the Watson product disposition, the Company entered into a Master Supply Agreement with Watson whereby the Company will continue manufacturing the products for a transitional period not to exceed two years. The parties also entered into a Transition Services Agreement, the purpose of which is to affect a smooth transfer of all intellectual property and necessary historical data to complete the ownership transfer to Watson. | |||||||||||||||||
ECR Divestiture | |||||||||||||||||
On June 20, 2014, the Company divested its subsidiary, ECR Pharmaceuticals (“ECR”), net of three branded products (specifically Cormax®, VoSol® HC, and Zolvit® Oral Solution otherwise known as “Lortab”) to Valeant Pharmaceuticals (“Valeant”) for $41 million in cash and assumption of certain liabilities. Through the divestiture, the Company recognized a nominal gain on the sale of the intangible product rights, associated goodwill, saleable inventory and other assets of ECR. ECR, which promotes certain branded pharmaceuticals through its sales force, was acquired through the acquisition of Hi-Tech. As the Company has divested a component of the combined entity and do not expect material continuing cash flows, ECR results which included net revenues of $3.4 million and a net (loss) from discontinued operations of ($0.5) million for the period from acquisition to disposition (which both occurred during the three and six month periods ended June 30, 2014) have been included within discontinued operations in the condensed consolidated statements of comprehensive income, see below. | |||||||||||||||||
Calculation of gain/(loss) from ECR Divestiture (in millions) | |||||||||||||||||
Consideration received | $ | 41 | |||||||||||||||
Intangible assets divested | (33.6 | ) | |||||||||||||||
Goodwill divested | (10.4 | ) | |||||||||||||||
Other assets divested | (1.2 | ) | |||||||||||||||
Assumed liabilities divested | 5.1 | ||||||||||||||||
Pre-Tax Gain recognized | $ | 0.9 | |||||||||||||||
The unaudited pro forma results presented below reflect the consolidated results of operations inclusive of the Hi-Tech acquisition, Watson product disposition and ECR divestiture (“Hi-Tech transactions”) occurring during the quarter, as if the transactions had taken place at the beginning of the period presented below. The pro forma results include amortization associated with the acquired tangible and intangible assets and interest on debt incurred 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): | |||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Revenue | $ | 157,405 | $ | 124,558 | $ | 306,358 | $ | 256,493 | |||||||||
Net income (loss) | 24,597 | (13,897 | ) | 43,575 | (6,167 | ) | |||||||||||
Net income (loss) per diluted share | $ | 0.21 | $ | (0.14 | ) | $ | 0.37 | $ | (0.06 | ) | |||||||
Zioptan Acquisition | |||||||||||||||||
On April 1, 2014, the Company acquired the U.S. NDA rights to Zioptan®, a prescription ophthalmic eye drop indicated for reducing elevated intraocular pressure in patients with open-angle glaucoma or ocular hypertension, from Merck, Sharp and Dohme Corp. (“Merck”). The Company’s acquisition of U.S. NDA rights to Zioptan® (the “Zioptan Acquisition”) is being accounted for as a business combination in accordance with ASC 805 – Business Combinations. The purpose of the Zioptan Acquisition is to expand the Company’s product portfolio of prescription pharmaceuticals. The total consideration at closing was $11.2 million, all of which was recognized as product licensing rights as of the acquisition date. | |||||||||||||||||
Upon completing the Zioptan Acquisition, the Company entered into a Master Supply Agreement with Merck whereby Merck will continue manufacturing Zioptan® for a transitional period not to exceed two years, during which time the Company will work to transfer manufacturing. The transfer price, per the terms of the Supply Agreement, will equal Merck’s historical product cost. The parties also entered into a Transition Services Agreement, the purpose of which is to affect a smooth transfer of all intellectual property and necessary historical data to complete the ownership transfer to the Company. | |||||||||||||||||
The U.S. NDA rights to Zioptan® are included within product licensing rights, net on the Company’s condensed consolidated balance sheet as of June 30, 2014. From sales of Zioptan®, the Company recorded revenue of $3.8 million during the three and six month periods ended June 30, 2014. | |||||||||||||||||
The Company has not provided pro forma revenue and earnings of the Company as if the Zioptan Acquisition was completed as of January 1, 2014 because to do so would be impracticable. The acquired Zioptan rights were not managed as a discrete business by Merck. Accordingly, determining the pro forma revenue and earnings of the Company including the Zioptan Acquisition would require significant estimates of amounts, and it is impossible to distinguish objectively information about such estimates that provides evidence of circumstances that existed on the dates at which those amounts would be recognized and measured, and would have been available when the financial statements for that prior period were issued. | |||||||||||||||||
Betimol Acquisition | |||||||||||||||||
On January 2, 2014, the Company acquired the NDA rights to Betimol®, a prescription ophthalmic eye drop for the reduction of eye pressure in glaucoma patients, from Santen Pharmaceutical Co., Ltd., a Japanese corporation (“Santen”). The Company’s acquisition of U.S. NDA rights to Betimol® (the “Betimol Acquisition”) is being accounted for as a business combination in accordance with ASC 805 – Business Combinations. The purpose of the Betimol Acquisition is to expand the Company’s product portfolio of prescription pharmaceuticals. The total consideration will be equal to 1.5 times the Company’s net sales of Betimol® in the first year following acquisition, such year starting upon the Company’s first sale of the product. The Company paid $7.5 million upon completing the acquisition and will pay any remaining amount 60 days following the first year post-acquisition. There is also a provision for a $2.0 million increase to the total consideration should net sales of Betimol exceed $14.0 million in any one of the first five years following acquisition, though the Company deems this extremely unlikely. There is no provision for reducing the purchase price below the initial $7.5 million paid. | |||||||||||||||||
Upon completing the Betimol Acquisition, the Company entered into a Supply Agreement with Santen whereby Santen will continue manufacturing Betimol® for a transitional period not to exceed two years, during which time the Company will work to site transfer manufacturing to one of its plants. The transfer price, per the terms of the Supply Agreement, will equal Santen’s cost of API plus actual cost of manufacturing the product, making this a favorable contract pursuant to ASC 805. The parties also entered into a Transition Services Agreement, the purpose of which is to affect a smooth transfer of all intellectual property and necessary historical data to complete the ownership transfer to the Company. | |||||||||||||||||
The following table sets forth the consideration paid for the Betimol Acquisition and the fair values of the acquired assets and assumed liabilities (in millions). The figures below are preliminary and subject to review of the facts and assumptions used to determine the fair values of the acquired assets: | |||||||||||||||||
Betimol Acquisition: | |||||||||||||||||
Consideration paid in cash at closing | $ | 7.5 | |||||||||||||||
Purchase consideration payable | 4 | ||||||||||||||||
$ | 11.5 | ||||||||||||||||
Fair value of acquired assets: | |||||||||||||||||
U.S. NDA rights to Betimol® | $ | 11.4 | |||||||||||||||
Favorable supply agreement | 0.1 | ||||||||||||||||
$ | 11.5 | ||||||||||||||||
The U.S. NDA rights to Betimol® are included within product licensing rights, net on the Company’s condensed consolidated balance sheet as of June 30, 2014. The favorable supply agreement is included within other long-term assets on the Company’s condensed consolidated balance sheet as of June 30, 2014. | |||||||||||||||||
The Company estimated that it would owe additional consideration to Santen of approximately $4.5 million. Since this is a performance-based earn-out payment, this additional consideration was discounted to approximately $4.0 million. During the three and six month periods ended June 30, 2014 the Company recorded $0.1 million of other operating expense reflecting a fair value adjustment to increase the estimated additional consideration obligation as a result of revised operating expectations. | |||||||||||||||||
From sales of Betimol®, the Company recorded revenue of $1.6 million and $4.4 million during the three and six month periods ended June 30, 2014. | |||||||||||||||||
The Company has not provided pro forma revenue and earnings of the Company as if the Betimol Acquisition was completed as of January 1, 2014 because to do so would be impracticable. The acquired Betimol rights were not managed as a discrete business by Santen. Accordingly, determining the pro forma revenue and earnings of the Company including the Betimol Acquisition would require significant estimates of amounts, and it is impossible to distinguish objectively information about such estimates that provides evidence of circumstances that existed on the dates at which those amounts would be recognized and measured, and would have been available when the financial statements for that prior period were issued. | |||||||||||||||||
Merck Products Acquisition | |||||||||||||||||
On November 15, 2013, the Company acquired from Merck the U.S. rights to three branded ophthalmic products for $52.8 million in cash (the “Merck Acquisition”). The acquired assets met the definition of a business, and accordingly, have been accounted for as a business combination in accordance with ASC 805 – Business Combinations. Through the Merck Acquisition, the Company purchased Inspire Pharmaceuticals, Inc., a wholly-owned subsidiary of Merck. This legal entity owns the U.S. rights to AzaSite, a prescription eye drop used to treat bacterial conjunctivitis. The U.S. rights to the other two products involved in the acquisition, Cosopt and Cosopt PF (preservative free), were purchased directly from Merck. The Cosopt products are prescription sterile eye drop solutions used to lower the pressure in the eye in people with open-angle glaucoma or ocular hypertension. The acquisition of these products expands the Company’s ophthalmic product portfolio to include branded, prescription eye drops, and is complementary to the Company’s existing portfolio of products. The Company believes that this acquisition leverages its existing sales force and ophthalmic and optometric physician relationships. | |||||||||||||||||
The following table sets forth the consideration paid for the Merck Acquisition and the fair values of the assets acquired and the liabilities assumed (in millions): | |||||||||||||||||
Product rights: | |||||||||||||||||
AzaSite | $ | 13.8 | |||||||||||||||
Cosopt | 21.6 | ||||||||||||||||
Cosopt PF | 20.3 | ||||||||||||||||
Product rights total | $ | 55.7 | |||||||||||||||
Prepaid expenses | 0.1 | ||||||||||||||||
Deferred tax assets, net | 0.7 | ||||||||||||||||
Total fair value of acquired assets | $ | 56.5 | |||||||||||||||
Consideration paid | $ | 52.8 | |||||||||||||||
Gain from bargain purchase | $ | 3.7 | |||||||||||||||
Through its acquisition of Inspire Pharmaceuticals, Inc. the Company assumed that entity’s net operating loss carry-forwards (“NOLs”) and unamortized start-up costs. The “deferred tax assets, net” listed above represents the difference between the acquired deferred tax assets, the NOLs, and unamortized start-up costs, and the acquired deferred tax liabilities, which represent the book versus tax basis differences in the product rights. The bargain purchase amount was largely derived from the difference between the fair value and the economic value, as calculated through discounted cash flow analysis, of the deferred tax assets, net. In particular, due to the long-term nature of the NOLs acquired, the book value of the resulting deferred tax asset significantly exceeded its discounted cash flow value. | |||||||||||||||||
The Company anticipates amortizing the acquired products on a straight-line basis from the Merck Acquisition date through December 31, 2019. The Merck Acquisition agreement specified the tax values assigned to each product. The tax value of AzaSite product rights will not be amortizable for tax purposes, as these rights were obtained through the stock acquisition of Inspire Pharmaceuticals, Inc. That Company anticipates that the assigned tax values of Cosopt and Cosopt PF will be amortizable for tax purposes over a 15-year period. | |||||||||||||||||
During the three and six month periods ended June 30, 2014, the Company recorded net revenue of approximately $6.4 million and $15.8 million, respectively related to sales of the three products acquired through the Merck Acquisition. | |||||||||||||||||
The Company has not provided pro forma revenue and earnings of the Company as if the Merck Acquisition was completed as of January 1, 2013 because to do so would be impracticable. The products acquired from Merck were not managed as a discrete business by Merck. Accordingly, determining the pro forma revenue and earnings of the Company including the Merck Acquisition would require significant estimates of amounts, and it is impossible to distinguish objectively information about such estimates that provides evidence of circumstances that existed on the dates at which those amounts would be recognized and measured, and would have been available when the financial statements for that prior period were issued. | |||||||||||||||||
Other Strategic Investments | |||||||||||||||||
On August 1, 2011, the Company entered into a Series A-2 Preferred Stock Purchase Agreement (the “Aciex Agreement”) to acquire a minority ownership interest in Aciex Therapeutics Inc. (“Aciex”), based in Westborough, MA, for $8.0 million in cash. Subsequently, on September 30, 2011, the Company entered into Amendment No. 1 to Series A-2 Preferred Stock Purchase Agreement (the “Aciex Amendment”) to acquire additional shares of Series A-2 Preferred Stock in Aciex for approximately $2.0 million in cash. On April 17, 2014, the Company entered into a Secured Note and Warrant Purchase Agreement (“Aciex Warrant Purchase Agreement”) to acquire secured, convertible promissory notes of Aciex for approximately $0.4 million in cash. On June 27, 2014, the Company entered into a second Secured Note and Warrant Purchase Agreement (“2nd Aciex Warrant Purchase Agreement”) to acquire additional secured, convertible promissory notes of Aciex for an additional amount of approximately $0.4 million. The Company’s aggregate investment in Aciex of $10.8 million is being carried at cost on the Company’s condensed consolidated Balance Sheet. Aciex is an ophthalmic drug development company focused on developing novel therapeutics to treat ocular diseases. Aciex’s pipeline consists of both clinical stage assets and pre-Investigational New Drug stage assets. The investments detailed above have provided the Company with an ownership interest in Aciex of below 20%. The Aciex Agreement and Aciex Amendment contain certain customary rights and preferences over the common stock of Aciex and further provide that the Company shall have the right to a seat on the Aciex board of directors. The Company performs an impairment test of its investment in Aciex annually, or more frequently if there is any indication of possible impairment. The most recent impairment review was completed in the fourth quarter of 2013 and no impairment was identified. | |||||||||||||||||
Note_12_Commitments_and_Contin
Note 12 - Commitments and Contingencies | 6 Months Ended | |||||
Jun. 30, 2014 | ||||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||||
Commitments and Contingencies Disclosure [Text Block] | ' | |||||
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 U.S. Food and Drug Administration (“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 June 30, 2014, 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 | |||||
2014 | $ | 4,522 | ||||
2015 | 4,892 | |||||
2016 | 3,226 | |||||
2017 | 14 | |||||
Total | $ | 12,654 | ||||
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 current liability on its condensed consolidated balance sheets as of June 30, 2014 and December 31, 2013. | ||||||
On January 2, 2014 the Company acquired the U.S. NDA rights to Betimol® from Santen. The total consideration payable will equal 1.5 times the Company’s net sales of Betimol® in the first year following acquisition. The Company paid consideration of $7.5 million upon closing this transaction and expects to owe an additional $4.6 million in consideration, which will become payable in the first quarter of 2015. The Company has recorded the estimated present value of this $4.4 million as a current liability on its condensed consolidated balance sheet as of June 30, 2014. | ||||||
Purchase Commitments | ||||||
On October 17, 2012, the Company entered into an exclusive distribution agreement with the Massachusetts Biological Laboratory of the University of Massachusetts (“MBL”) for the Company’s marketing of MBL-manufactured tetanus-diphtheria vaccine (“Td vaccine”) over an initial contract term of two (2) years. On July 1, 2014, the Company terminated and renegotiated the distribution agreement for an additional contract term of (1) year. The agreement commits the Company to acquire $2.5M of Td vaccine during the remainder of the fiscal year ended December 31, 2014 and $4.8M of Td vaccine in the first six months of the fiscal year ended December 31, 2015. | ||||||
The Company is party to a supply agreement with Hospira for its provision of two of the injectable pharmaceuticals acquired by the Company from Lundbeck on December 21, 2011. This agreement requires the Company to acquire product with an estimated total cost of approximately $2.1 million in each of 2014 and 2015. | ||||||
Legal Proceedings | ||||||
We are party to other legal proceedings and potential claims arising in the ordinary course of our business. Such legal proceedings include Akorn’s Paragraph IV challenges to other drug manufacturers’ proprietary rights, and the counter-suits filed by those drug manufacturers in response. The amount, if any, of ultimate liability with respect to legal proceedings involving the Company cannot be determined. Despite the inherent uncertainties of litigation, at this time the Company does not believe that such proceedings will have a material adverse impact on our financial condition, results of operations, or cash flows. | ||||||
Set forth below is a listing of potentially material legal proceedings of both Akorn and Hi-Tech in existence as of the date of filing this Quarterly Report on Form 10-Q. | ||||||
On September 11, 2013, the Attorney General of the State of Louisiana filed a lawsuit in Louisiana state court against Hi-Tech, and numerous other pharmaceutical companies, under various state laws, alleging that each defendant caused the state’s Medicaid agency to provide reimbursement for drug products that allegedly were not approved by the FDA and therefore allegedly not reimbursable under the federal Medicaid program. Through its lawsuit, the state seeks unspecified damages, statutory fines, penalties, attorney’s fees and costs. On October 15, 2013, the defendants removed the lawsuit to the U.S. District Court for the Middle District of Louisiana. On November 14, 2013, the state filed a motion to remand the lawsuit to the Louisiana state court. On December 9, 2013, the defendant’s filed their opposition to the state’s motion to remand and a request for oral argument on such motion. While the Company cannot predict the outcome of the lawsuit at this time, it could be subject to material damages, penalties and fines. The Company intends to vigorously defend against all claims in the lawsuit. | ||||||
In connection with the Agreement and Plan of Merger (the “Merger Agreement”) with Akorn Inc. (“Akorn”) and Akorn Enterprises, Inc., providing for the merger of Akorn Enterprises, Inc. with and into the Company (the “Merger”), a putative class action lawsuit was filed in the Court of Chancery of the State of Delaware on August 30, 2013, captioned Karant v. Hi-Tech Pharmacal Co., Inc., et al., C.A. No. 8854-VCP, alleging, among other things, that Hi-Tech and Hi-Tech’s board of directors breached their fiduciary duties and that Akorn aided and abetted the alleged breaches. The Karant complaint sought, among other things, injunctive relief enjoining the defendants from completing the Merger and directing the defendants to account to the plaintiff and the purported class for damages allegedly sustained, and an award of fees, expenses and costs. In addition, a putative class action lawsuit was filed in Suffolk County, New York, captioned Wackstein v. Hi-Tech Pharmacal Co., Inc., et al., Index No. 063450/2013, similarly alleging, among other things, that Hi-Tech and Hi-Tech’s board of directors breached their fiduciary duties and that Akorn aided and abetted the alleged breaches. The Wackstein complaint sought, among other things, injunctive relief enjoining the defendants from completing the Merger and directing the defendants to account to the plaintiff and the purported class for damages. The defendants entered into a memorandum of understanding with plaintiff’s counsel, dated November 26, 2013, in connection with the Karant and Wackstein actions (the “Memorandum of Understanding”), pursuant to which Hi-Tech, Akorn, the other named defendants and Wackstein agreed to dismiss the Wackstein action with prejudice effective with the settlement and dismissal of the Karant lawsuit. On July 30, 2014 the Delaware Court entered judgment, granted final settlement approval, and dismissed the action. | ||||||
In May 2013, Inspire received a Notice Letter that Mylan Pharmaceuticals, Inc (“Mylan”), had filed an ANDA with the FDA seeking marketing approval for a 1% azithromycin ophthalmic solution (the “Mylan Product’) prior to the expiration of the five U.S. patents licensed to us and listed in the Orange Book for AzaSite. On June 14, 2013, Insite, Merck, Inspire and Prizer filed a complaint against Mylan and a related entity alleging that their proposed product infringes the listed patents. The Company intends to vigorously contest any Mylan assertions that these patents are invalid or unenforceable. | ||||||
On December 12, 2012, plaintiff Linda Hoover, on behalf of herself and all others similarly situated, brought a class action lawsuit against Hi-Tech in the Superior Court for the State of California, which Hi-Tech removed to the U.S. District Court for the Central District of California, Civil Action No. 5:2013-0097, alleging that Hi-Tech’s marketing and sales of its Nasal Ease ® product is a violation of various state statutes, including the Consumer Legal Remedies Act, California’s False Advertising Law and Unlawful, Fraudulent & Unfair Business Practices Act. Hi-Tech answered the complaint on January 14, 2013. The parties have reached a settlement in this action as set forth in the Class Action Settlement Agreement, dated as of August 15, 2013. On April 8, 2014 the Court entered judgment, granted final settlement approval, and dismissed the action. | ||||||
As previously disclosed, on September 12, 2012, Fera Pharmaceuticals, LLC (“Fera”) filed a civil complaint against the Company and certain individual defendants in the Supreme Court of New York. On October 15, 2012, the case was removed to the Federal District Court for the Southern District of New York, and subsequently, Fera filed an amended complaint. The complaint alleges, among other things, breach of manufacturing and confidentiality agreements, fraud in the inducement and misappropriation of the plaintiff’s trade secrets. The Company intends to vigorously defend these allegations. However, no assurance may be given regarding the ultimate outcome of this lawsuit. | ||||||
On June 8, 2012, plaintiff Mathew Harrison, on behalf of himself and all others similarly situated, brought a class action lawsuit, Civil Action No. 12-2897, in the U.S. District Court for the Eastern District of New York, against Wayne Perry, Dynova Laboratories, Inc., Sicap Industries, LLC, Walgreens Co. and Hi-Tech. On May 16, 2012, plaintiff David Delre, on behalf of himself and all others similarly situated, brought a class action lawsuit, Civil Action No. 12-2429, in the U.S. District Court for the Eastern District of New York, against Wayne Perry, Dynova Laboratories, Inc., Sicap Industries, LLC, and Hi-Tech. Each complaint alleges, among other things, that their Sinus Buster ® products are improperly marketed, labeled and sold as homeopathic products, and that these allegations support claims of fraud, unjust enrichment, breach of express and implied warranties and alleged violations of various state and federal statutes. Hi-Tech answered the complaints on July 17, 2012 and June 26, 2012, respectively, and asserted cross-claims against the other defendants, except Walgreens which was dismissed from this case. The Court consolidated these two cases into one action entitled Sinus Buster Products Consumer Litigation. Discovery commenced in the consolidated case. Dynova has filed for bankruptcy. The case has now been settled by Hi-Tech with plaintiffs by Agreement dated December 16, 2013. A motion for preliminary approval was submitted on December 16, 2013. A motion for reconsideration was submitted on January 24, 2014. The Court has preliminarily approved the settlement by a revised Order dated February 4, 2014. | ||||||
In April 2011, Inspire Pharmaceuticals, Inc., a wholly-owned subsidiary of Akorn, Inc. acquired through a business combination on November 15, 2013 (“Inspire”), received a Notice letter from Sandoz, Inc. (“Sandoz”) providing notice that Sandoz has filed an Abbreviated New Drug Application (ANDA) with the FDA seeking marketing approval for a 1% azithromycin ophthalmic solution prior to the expiration of the five U.S. patents licensed to us and listed in the Orange Book for AzaSite. On May 26, 2011, Merck, Insite Vision Incorporated (“InSite”) and Pfizer filed a complaint against Sandoz and related entities in the district court of New Jersey alleging that their proposed product infringes the listed patents. On October 4, 2013, the court issued judgment in favor of Inspire and the other plaintiffs finding all the asserted claims of the patents in the litigation valid and infringed by Sandoz and related entities. Sandoz has appealed this decision. The Company intends to vigorously contest any Sandoz assertions that these patents should have been found not infringed, invalid or unenforceable. | ||||||
On February 9, 2010, in the United States District Court for the District of Massachusetts (the “Federal District Court”), a “Partial Unsealing Order” was issued and unsealed in a civil case, that was subsequently amended naming several pharmaceutical companies as defendants under the qui tam provisions of the federal civil False Claims Act (the “Qui Tam Complaint”). The Complaint alleges that several pharmaceutical companies submitted false records or statements to the United States through the Center for Medicare and Medicaid Services (“CMS”) and thereby caused false claims for payments to be made through state Medicaid Reimbursement programs for unapproved or ineffective drugs or for products that are not drugs at all. The Complaint alleges that the drugs were “New Drugs” that the FDA had not approved and that are expressly excluded from the definition of “Covered Outpatient Drugs”, which would have rendered them eligible for Medicaid reimbursement. The Complaint alleges these actions violate the federal civil False Claims Act. The Revised Corrected Seventh Amended Complaint did not name Hi-Tech as a defendant. | ||||||
On February 9, 2010, the Court also unsealed the “United States’ Notice of Partial Declination” in which the government determined not to intervene On July 25, 2011, the Court issued an order stating, among other things, that all parties agreed that the only defendant against whom the United States has elected to intervene is the previously unnamed defendant. On February 25, 2013, the Court issued a decision granting the motion that had been filed by Hi-Tech and other defendants to dismiss the Complaint, which could be subject to appeal. | ||||||
Note_13_Customer_and_Supplier_
Note 13 - Customer and Supplier Concentration | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Risks and Uncertainties [Abstract] | ' | ||||||||||||||||
Concentration Risk Disclosure [Text Block] | ' | ||||||||||||||||
NOTE 13 — CUSTOMER AND SUPPLIER CONCENTRATION | |||||||||||||||||
Customer Concentrations | |||||||||||||||||
A significant percentage of the Company’s sales are to three (3) 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 June 30, 2014 and December 31, 2013, and the gross and net sales for the three and six month periods ended June 30, 2014 and 2013, attributable to the Big 3 Wholesalers: | |||||||||||||||||
Three months ended June 30, | Six months ended June 30, | ||||||||||||||||
Big 3 Wholesalers combined: | 2014 | 2013 | 2014 | 2013 | |||||||||||||
Percentage of gross sales | 70 | % | 57 | % | 67 | % | 58 | % | |||||||||
Percentage of net sales revenues | 53 | % | 38 | % | 50 | % | 40 | % | |||||||||
30-Jun-14 | 31-Dec-13 | ||||||||||||||||
Percentage of gross trade accounts receivable | 74 | % | 63 | % | |||||||||||||
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. The increase in the percentage of gross sales, net sales revenues and gross trade accounts receivables in the three and six months ended June 30, 2014, respectively are primarily related to the Hi-Tech acquisition. | |||||||||||||||||
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 and six month periods ended June 30, 2014 and June 30, 2013, none of the Company’s suppliers accounted for 10% or more of the Company’s total purchases during the applicable quarter. | |||||||||||||||||
Product Concentrations | |||||||||||||||||
No products represented greater than 10% of the Company’s total sales during the three and six month periods ended June 30, 2014, but one prescription pharmaceutical product represented greater than 10% of the Company’s total sales during the three and six month periods ended June 30, 2013. During the three and six month periods ended June 30, 2013, this product represented 11.9% and 11.4% 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. | |||||||||||||||||
Note_14_Income_Taxes
Note 14 - Income Taxes | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||||||
Income Tax Disclosure [Text Block] | ' | ||||||||||||||||
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 | Six Months ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Income from continuing operations before income taxes | $ | 14,312 | $ | 19,982 | $ | 30,004 | $ | 36,239 | |||||||||
Income tax provision | 5,303 | 7,345 | 11,167 | 12,760 | |||||||||||||
Net income from continuing operations | $ | 9,009 | $ | 12,637 | $ | 18,837 | $ | 23,479 | |||||||||
Income tax provision as a percentage of income before income taxes | 37.1 | % | 36.8 | % | 37.2 | % | 35.2 | % | |||||||||
For the three and six month periods ended June 30, 2014, the Company recorded an income tax provision of $5.3 million and $11.2 million, respectively, which equals 37.1% and 37.2% of income before income tax in the applicable periods. The Company anticipates that its effective tax rate for the year 2014 will be approximately 37.2%. | |||||||||||||||||
During the three and six month periods ended June 30, 2013, the Company recorded income tax provisions that equaled 36.8% and 35.2% of income before income tax in the applicable period. The income tax provision rates in the current year were increased in comparison to the prior year due to the incurrence of certain nondeductible fees related to the acquisition of Hi-Tech in the three and six month periods ended June 30, 2014. Additionally the prior year rate also reflects a discrete adjustment related to recognition of the Company’s 2012 R&D tax credits, which were not recognized in 2012 because the law renewing the credits for 2012 was not passed until early 2013. The R&D tax credit has not been renewed for 2014, and no benefit for such credits has been recognized in the current year’s tax expense. | |||||||||||||||||
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 $1.1 million and $0.8 million related to uncertain tax positions as of June 30, 2014 and December 31, 2013. If recognized, the entire amount of these tax positions will impact the Company’s effective rate. | |||||||||||||||||
Note_15_Related_Party_Transact
Note 15 - Related Party Transactions | 6 Months Ended |
Jun. 30, 2014 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions Disclosure [Text Block] | ' |
NOTE 15 – RELATED PARTY TRANSACTIONS | |
During the six month periods ended June 30, 2014 and 2013, the Company obtained legal services totaling $1.0 million and $0.2 million, respectively, of which $0.6 million and $0 was payable as of June 30, 2014 and 2013, respectively from Polsinelli PC (formerly Polsinelli Shughart PC), a law firm for which the spouse of the Company’s Senior Vice President, General Counsel and Secretary is an attorney and shareholder. | |
Note_16_Subsequent_Events
Note 16 - Subsequent Events | 6 Months Ended |
Jun. 30, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events [Text Block] | ' |
NOTE 16 – SUBSEQUENT EVENTS | |
Nicox S.A. Acquisition of Aciex Therapeutics, Inc. | |
On July 2, 2014 Nicox S.A., an international Company entered into an arrangement to acquire all of the outstanding equity of Aciex Therapeutics, Inc., a private U.S. based, ophthalmic development pharmaceutical company of which Akorn has an investment in the period ended June 30, 2014 (See Note 11 – Acquisitions, Dispositions and Other Strategic Investments). The completion of the acquisition remains subject to the approval of Nicox's shareholders and other customary conditions. If approved the Company would receive pro-rata shares of Nicox S.A. which is publically traded on the Euronext Paris exchange as consideration for the carried investment. At this time an estimate as to the effect of the subsequent event cannot be made due to the significant contingencies noted above. | |
Excelvision AG Probable Acquisition | |
On July 22, 2014, Akorn International s.ar.l. entered into a share purchase agreement with Fareva SA, a private Company headquartered in France to acquire all of the issued and outstanding shares of capital stock of its wholly owned subsidiary, Excelvision AG (“Excelvision”) for 21.7 million CHF (“Swiss Francs”) or approximately $24.0 million, net of certain working capital amounts, Excelvision is a contract manufacturer located in Hettlingen, Switzerland specializing in ophthalmic products. The Company expects the acquisition to close in the first quarter of 2015 and to be principally funded with readily available cash on hand and amounts available under the Company’s existing line of credit. | |
Note_17_New_Accounting_Pronoun
Note 17 - New Accounting Pronouncements | 6 Months Ended |
Jun. 30, 2014 | |
Disclosure Text Block [Abstract] | ' |
Description of New Accounting Pronouncements Not yet Adopted [Text Block] | ' |
NOTE 17 – NEW ACCOUNTING PRONOUNCEMENTS | |
In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”), which provides guidance for revenue recognition. ASU 2014-09 affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets and supersedes the revenue recognition requirements in Topic 605, “Revenue Recognition,” and most industry-specific guidance. This ASU also supersedes some cost guidance included in Subtopic 605-35, “Revenue Recognition-Construction-Type and Production-Type Contracts.” The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which a company expects to be entitled in exchange for those goods or services. In doing so, companies will be required to use more judgment and make more estimates than under previous guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU 2014-09 is effective for the Company for the fiscal year beginning January 1, 2017 and, at that time the Company may adopt the new standard under the full retrospective approach or the modified retrospective approach, as permitted under the standard. Early adoption of the standard is not permitted. The Company is currently evaluating the method and impact the adoption of ASU 2014-09 will have on the Company’s condensed consolidated financial statements and disclosures. | |
In April 2014, the FASB issued ASU No. 2014-08, “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity” (“ASU 2014-08”), which changes the criteria for reporting discontinued operations while enhancing disclosures in this area. Pursuant to ASU 2014-08, only disposals representing a strategic shift, such as a major line of business, a major geographical area or a major equity investment, which were not expected to have continuing cash flows should be presented as a discontinued operation. If the disposal does qualify as a discontinued operation under ASU 2014-08, the entity will be required to provide expanded disclosures. ASU 2014-08 is effective for the Company beginning January 1, 2015. The adoption of ASU 2014-08 is not expected to have a material effect on the Company’s condensed consolidated financial statements or disclosures. | |
Accounting_Policies_by_Policy_
Accounting Policies, by Policy (Policies) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Consolidation, Policy [Policy Text Block] | ' | ||||||||||||||||
Consolidation: The accompanying condensed consolidated financial statements include the accounts of the Company. All inter-company transactions and balances have been eliminated in consolidation. | |||||||||||||||||
Use of Estimates, Policy [Policy Text Block] | ' | ||||||||||||||||
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. | |||||||||||||||||
Significant estimates and assumptions for the Company relate to the allowances for chargebacks, rebates, product returns, coupons, promotions and doubtful accounts, as well as 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 and liabilities, the assumptions underlying share-based compensation, accrued but unreported employee benefit costs and assumptions underlying accounting for business combinations. | |||||||||||||||||
Revenue Recognition, Policy [Policy Text Block] | ' | ||||||||||||||||
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, managed care rebates, 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 [Policy Text Block] | ' | ||||||||||||||||
Chargebacks and Rebates: The Company enters into contractual agreements with certain third parties such as hospitals, group-purchasing and managed care 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 to 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. | |||||||||||||||||
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 at the wholesaler 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. | |||||||||||||||||
In calculating its chargeback expense, the Company estimated that 94.5% and 90.0% of its sales to wholesalers and distributors in the six month periods ended June 30, 2014 and June 30, 2013 respectively, would be subject to chargebacks. | |||||||||||||||||
Revenue Recognition, Sales Returns [Policy Text Block] | ' | ||||||||||||||||
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 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. | |||||||||||||||||
Revenue Recognition Coupons [Policy Text Block] | ' | ||||||||||||||||
Allowance for Coupons, Promotions and Co-Pay discount cards: The Company issues coupons from time to time that are redeemable against certain of our Consumer Health 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. Additionally, the Company provides consumer co-pay discount cards, administered through outside agents to provide discounted products when redeemed. Upon release of the cards into the market, the Company records an estimate of the dollar value of co-pay discounts expected to be utilized. This estimate is based on historical experience and is adjusted as needed based on actual usage. | |||||||||||||||||
Advertising Costs, Policy [Policy Text Block] | ' | ||||||||||||||||
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. Advertising and promotional expenses paid to customers are expensed as incurred in accordance with ASC 605-50, Customer Payments and Incentives. | |||||||||||||||||
Inventory, Policy [Policy Text Block] | ' | ||||||||||||||||
Inventories: Inventories are stated at the lower of cost (average cost method) or market (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 (“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 review of recent sales activity and wholesaler inventory information. 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 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 also considers the shelf life of the product in relation to the product timeline for approval. | |||||||||||||||||
Intangible Assets, Finite-Lived, Policy [Policy Text Block] | ' | ||||||||||||||||
Intangible Assets: Intangible assets consist primarily of goodwill and in-process research and development, which are carried at initial value and subject to evaluation for impairment, 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. 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. | |||||||||||||||||
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. | |||||||||||||||||
Income Tax, Policy [Policy Text Block] | ' | ||||||||||||||||
Income taxes: Income taxes are accounted for under the asset and liability method. 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, Policy [Policy Text Block] | ' | ||||||||||||||||
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. | |||||||||||||||||
The valuation hierarchy is composed of three levels. The classification within the valuation hierarchy is based on the lowest level of input that is significant to the fair value measurement. The levels 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 carrying value of 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 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. | ||||||||||||||||
- | 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 additional consideration payable related to the Company’s acquisition of three branded, injectable drug products from the U.S. subsidiary of H. Lundbeck A/S (the “Lundbeck Acquisition”) on December 22, 2011 is a Level 3 liability, as is the additional consideration payable to Santen Pharmaceutical Co. Ltd. (“Santen”) in relation to the Company’s acquisition of the U.S. New Drug Application (“NDA”) rights to Betimol® on January 2, 2014. | ||||||||||||||||
The following table summarizes the basis used to measure the fair values of the Company’s financial instruments (amounts in thousands): | |||||||||||||||||
Fair Value Measurements at Reporting Date, Using: | |||||||||||||||||
Description | June 30, | Quoted Prices | Significant | Significant | |||||||||||||
2014 | in Active | Other | Unobservable | ||||||||||||||
Markets for | Observable | Inputs | |||||||||||||||
Identical Items | Inputs | (Level 3) | |||||||||||||||
(Level 1) | (Level 2) | ||||||||||||||||
Cash and cash equivalents | $ | 107,907 | $ | 107,907 | $ | — | $ | — | |||||||||
Foreign currency forward contracts | 630 | — | 630 | — | |||||||||||||
Total assets | $ | 108,537 | $ | 107,907 | $ | 630 | $ | — | |||||||||
Purchase consideration payable | $ | 20,514 | $ | — | $ | — | $ | 20,514 | |||||||||
Total liabilities | $ | 20,514 | $ | — | $ | — | $ | 20,514 | |||||||||
Description | December 31, | Quoted Prices | Significant | Significant | |||||||||||||
2013 | in Active | Other | Unobservable | ||||||||||||||
Markets for | Observable | Inputs | |||||||||||||||
Identical Items | Inputs | (Level 3) | |||||||||||||||
(Level 1) | (Level 2) | ||||||||||||||||
Cash and cash equivalents | $ | 34,178 | $ | 34,178 | $ | — | $ | — | |||||||||
Foreign currency forward contracts | 208 | — | 208 | — | |||||||||||||
Total assets | $ | 34,386 | $ | 34,178 | $ | 208 | $ | — | |||||||||
Purchase consideration payable | $ | 14,728 | $ | — | $ | — | $ | 14,728 | |||||||||
Total liabilities | $ | 14,728 | $ | — | $ | — | $ | 14,728 | |||||||||
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 principally 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. The Company performed evaluations of the fair value of this liability at June 30, 2014 and December 31, 2013 based on utilizing significant unobservable inputs to derive discount rates of 2.27% and 1.85%, respectively. As of June 30, 2014, the Company determined the fair value of this liability to be $14.8 million. The increase in fair value of approximately $0.1 million from December 31, 2013 to June 30, 2014 was recorded as non-cash interest expense within the Company’s condensed consolidated statement of comprehensive income for the six months ended June 30, 2014. | |||||||||||||||||
The fair value of the contingent consideration payable to Lundbeck is based upon the likelihood of achieving the underlying revenue targets and a derived cost of debt based on the remaining term. The Company initially determined that there was a 100% likelihood of the purchase consideration ultimately becoming payable, and reaffirmed this determination as of June 30, 2014 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. | |||||||||||||||||
As of June 30, 2014 and December 31, 2013, the purchase consideration payable to Lundbeck was classified as a current liability on the Company’s condensed consolidated balance sheets as of those dates, since the additional consideration of $15.0 million is due to be paid on December 22, 2014. | |||||||||||||||||
The carrying amount at June 30, 2014 of purchase consideration payable also includes estimated consideration due to Santen related to the Company’s acquisition of U.S. NDA rights to Betimol® on January 2, 2014. The liability was initially discounted based on the Company’s assumed discount rate and revalued at June 30, 2014 using this same discount rate. The Company identified no events that would cause its calculated assumed discount rate to change between the acquisition date and June 30, 2014. The additional consideration contingently payable to Santen on January 2, 2015, was initially estimated at $4.5 million discounted to $4.0 million based on a discount rate of 12.6%. The Company performed evaluations of the fair value of this liability at June 30, 2014 based on utilizing significant unobservable inputs and determined the fair value of this liability to be $4.6 million, discounted to $4.4 million. The increase in fair value during the six months ended June 30, 2014 of approximately $0.4 million has been recorded as non-cash interest expense within the Company’s condensed consolidated statement of comprehensive income for the six months ended June 30, 2014. The change in fair value of the additional consideration is sensitive to the passage of time and to changes in observable and unobservable inputs, such as the Company’s calculated discount rate. | |||||||||||||||||
The Company entered into three non-deliverable forward contracts in October 2013 to protect against unfavorable trends with regard to currency translation rates between U.S. dollars (“USD”) and Indian rupees (“INR”) for planned capital expenditures at Akorn India Private Limited (“AIPL”), of which one of the forward contracts matured and was redeemed during the quarter. The remaining two forward contracts were based on current and future anticipated investments of USD $3.3 million on each of July 3, 2014 and September 30, 2014 in AIPL, the Company’s subsidiary in India. 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 counterparty to the Company, or vice versa, as the case may be. As of June 30, 2014 and December 31, 2013, the Company was provided with reports of the fair market value of the three forward contracts from the counterparty. Due to continued strengthening of the Indian rupee against the U.S. dollar, the contracts had positive fair values to the Company of $0.6 million and $0.2 million as of June 30, 2014 and December 31, 2013, respectively. The Company recorded the $0.4 million gain in fair value during the six months ended June 30, 2014 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 condensed consolidated balance sheets. | |||||||||||||||||
As of June 30, 2014 and December 31, 2013, the Company was carrying long-term cost basis investments valued at $11.0 million. The fair value of the cost basis investments is not estimated, as there are no identified events or changes in circumstances that may have a significant adverse effect of the fair value of the investment, and it is not practicable to estimate the fair value of the investments. | |||||||||||||||||
Business Combinations Policy [Policy Text Block] | ' | ||||||||||||||||
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. | |||||||||||||||||
Discontinued Operations, Policy [Policy Text Block] | ' | ||||||||||||||||
Discontinued Operations: During the three and six month periods ended June 30, 2014 and subsequent to the Hi-Tech acquisition the Company divested the ECR Pharmaceuticals subsidiary (see Note 11 – Business Combinations, Dispositions and Other Strategic Investments). As a result of the sale the Company will have no continuing involvement or cash flows from the operations of this business. In accordance with FASB ASC Topic 205 Presentation of Financial Statements, and to allow for meaningful comparison of our continuing operations, the operating results of this business are reported as “discontinued operations.” All other operations are considered “continuing operations.” As the ECR Pharmaceuticals subsidiary had not previously been reported within the condensed and consolidated balance sheets as of December 31, 2013 no reclassification of amounts previously reported in the condensed consolidated balance sheets have been made. Unless noted otherwise, discussion in these notes to the financial statements pertain to our continuing operations. |
Note_2_Summary_of_Significant_1
Note 2 - Summary of Significant Accounting Policies (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | ' | ||||||||||||||||
Fair Value Measurements at Reporting Date, Using: | |||||||||||||||||
Description | June 30, | Quoted Prices | Significant | Significant | |||||||||||||
2014 | in Active | Other | Unobservable | ||||||||||||||
Markets for | Observable | Inputs | |||||||||||||||
Identical Items | Inputs | (Level 3) | |||||||||||||||
(Level 1) | (Level 2) | ||||||||||||||||
Cash and cash equivalents | $ | 107,907 | $ | 107,907 | $ | — | $ | — | |||||||||
Foreign currency forward contracts | 630 | — | 630 | — | |||||||||||||
Total assets | $ | 108,537 | $ | 107,907 | $ | 630 | $ | — | |||||||||
Purchase consideration payable | $ | 20,514 | $ | — | $ | — | $ | 20,514 | |||||||||
Total liabilities | $ | 20,514 | $ | — | $ | — | $ | 20,514 | |||||||||
Description | December 31, | Quoted Prices | Significant | Significant | |||||||||||||
2013 | in Active | Other | Unobservable | ||||||||||||||
Markets for | Observable | Inputs | |||||||||||||||
Identical Items | Inputs | (Level 3) | |||||||||||||||
(Level 1) | (Level 2) | ||||||||||||||||
Cash and cash equivalents | $ | 34,178 | $ | 34,178 | $ | — | $ | — | |||||||||
Foreign currency forward contracts | 208 | — | 208 | — | |||||||||||||
Total assets | $ | 34,386 | $ | 34,178 | $ | 208 | $ | — | |||||||||
Purchase consideration payable | $ | 14,728 | $ | — | $ | — | $ | 14,728 | |||||||||
Total liabilities | $ | 14,728 | $ | — | $ | — | $ | 14,728 |
Note_3_Stock_Based_Compensatio1
Note 3 - Stock Based Compensation (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ||||||||||||||||
Schedule of Compensation Cost for Share-based Payment Arrangements, Allocation of Share-based Compensation Costs by Plan [Table Text Block] | ' | ||||||||||||||||
Three months ended | Six months ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Stock options and employee stock purchase plan | 1,954 | 2,191 | 3,175 | 3,830 | |||||||||||||
Restricted stock awards | 92 | 350 | 153 | 414 | |||||||||||||
Total stock-based compensation expense | 2,047 | 2,541 | 3,329 | 4,244 | |||||||||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | ' | ||||||||||||||||
Three months ended | Six months ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Expected volatility | 54 | % | 58 | % | 54 | % | 59 | % | |||||||||
Expected life (in years) | 4.2 | 4 | 4.2 | 4 | |||||||||||||
Risk-free interest rate | 1.79 | % | 0.73 | % | 1.79 | % | 0.74 | % | |||||||||
Dividend yield | — | % | — | % | — | % | — | % | |||||||||
Fair value per stock option | $ | 10.77 | $ | 6.81 | $ | 10.77 | $ | 6.77 | |||||||||
Forfeiture rate | 8 | % | 8 | % | 8 | % | 8 | % | |||||||||
Schedule of Share-based Compensation, Activity [Table Text Block] | ' | ||||||||||||||||
Number of | Weighted Average Exercise Price | Weighted Average Remaining Contractual Term (Years) | Aggregate | ||||||||||||||
Options | Intrinsic Value (in thousands) | ||||||||||||||||
(in thousands) | |||||||||||||||||
Outstanding at December 31, 2013 | 9,228 | $ | 4.45 | 1.61 | $ | 186,169 | |||||||||||
Granted | 991 | 24.75 | |||||||||||||||
Exercised | -238 | 5.26 | |||||||||||||||
Forfeited | -19 | 15.48 | |||||||||||||||
Outstanding at June 30, 2014 | 9,962 | $ | 6.42 | 2.75 | $ | 267,200 | |||||||||||
Exercisable at June 30, 2014 | 8,136 | $ | 3.47 | 2.24 | $ | 242,324 | |||||||||||
Schedule of Nonvested Restricted Stock Units Activity [Table Text Block] | ' | ||||||||||||||||
Number of Shares | Weighted Average | ||||||||||||||||
(in thousands) | Grant Date Fair Value | ||||||||||||||||
Non-vested at December 31, 2013 | 16 | $ | 15.36 | ||||||||||||||
Granted | 72 | 24.74 | |||||||||||||||
Forfeited | — | — | |||||||||||||||
Vested | -16 | 15.36 | |||||||||||||||
Non-vested at June 30, 2014 | 72 | $ | 24.74 |
Note_4_Accounts_Receivable_All1
Note 4 - Accounts Receivable Allowances (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Receivables [Abstract] | ' | ||||||||||||||||
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | ' | ||||||||||||||||
JUNE 30, | DECEMBER 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Gross accounts receivable | $ | 220,165 | $ | 88,165 | |||||||||||||
Less reserves for: | |||||||||||||||||
Chargebacks and rebates | (49,330 | ) | (12,882 | ) | |||||||||||||
Product returns | (18,561 | ) | (8,164 | ) | |||||||||||||
Discounts and allowances | (11,597 | ) | (1,644 | ) | |||||||||||||
Advertising and promotions | (566 | ) | (452 | ) | |||||||||||||
Doubtful accounts | (138 | ) | (25 | ) | |||||||||||||
Trade accounts receivable, net | $ | 139,973 | $ | 64,998 | |||||||||||||
Schedule of Principal Transactions Revenue [Table Text Block] | ' | ||||||||||||||||
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Gross sales | $ | 283,842 | $ | 126,113 | $ | 433,142 | $ | 249,930 | |||||||||
Less adjustments for: | |||||||||||||||||
Chargebacks and rebates | (116,845 | ) | (42,966 | ) | (168,718 | ) | (86,729 | ) | |||||||||
Product returns | (2,318 | ) | (482 | ) | (3,204 | ) | (1,713 | ) | |||||||||
Discounts and allowances | (5,700 | ) | (1,947 | ) | (8,135 | ) | (3,922 | ) | |||||||||
Admin fees | (5,393 | ) | (2,358 | ) | (7,545 | ) | (4,320 | ) | |||||||||
Advertising and promotions | (2,836 | ) | (1,348 | ) | (4,168 | ) | (2,380 | ) | |||||||||
Revenues, net | $ | 150,749 | $ | 77,012 | $ | 241,371 | $ | 150,866 |
Note_5_Inventories_Tables
Note 5 - Inventories (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Schedule of Inventory, Current [Table Text Block] | ' | ||||||||
JUNE 30, | DECEMBER 31, | ||||||||
2014 | 2013 | ||||||||
Finished goods | $ | 45,813 | $ | 22,886 | |||||
Work in process | 4,846 | 3,883 | |||||||
Raw materials and supplies | 58,255 | 29,213 | |||||||
Inventories, net | $ | 108,914 | $ | 55,982 |
Note_6_Property_Plant_and_Equi1
Note 6 - Property, Plant and Equipment (Tables) | 6 Months Ended | ||||||||
Jun. 30, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Property, Plant and Equipment [Table Text Block] | ' | ||||||||
JUNE 30, | DECEMBER 31, | ||||||||
2014 | 2013 | ||||||||
Land and land improvements | $ | 8,678 | $ | 2,606 | |||||
Buildings and leasehold improvements | 60,474 | 46,281 | |||||||
Furniture and equipment | 109,687 | 76,536 | |||||||
Sub-total | 178,839 | 125,423 | |||||||
Accumulated depreciation | -59,966 | (54,470 | ) | ||||||
Property, plant and equipment placed in service, net | 118,873 | 70,953 | |||||||
Construction in progress | 16,822 | 11,155 | |||||||
Property, plant and equipment, net | $ | 135,695 | $ | 82,108 |
Note_7_Goodwill_and_Other_Inta1
Note 7 - Goodwill and Other Intangible Assets (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | ||||||||||||||||
Schedule of Goodwill [Table Text Block] | ' | ||||||||||||||||
Consumer | Prescription Pharmaceuticals | Total | |||||||||||||||
Health | |||||||||||||||||
Balances at December 31, 2013 | $ | 11,863 | $ | 17,968 | $ | 29,831 | |||||||||||
Currency translation adjustments | ─ | 550 | 550 | ||||||||||||||
Acquisitions | 4,854 | 172,236 | 177,089 | ||||||||||||||
Dispositions | ─ | (11,454 | ) | (11,454 | ) | ||||||||||||
Balances at June 30, 2014 | $ | 16,717 | $ | 179,299 | $ | 196,016 | |||||||||||
Schedule of Intangible Assets and Goodwill [Table Text Block] | ' | ||||||||||||||||
Gross | Accumulated | Net | Wgtd Avg Remaining | ||||||||||||||
Amount | Amortization | Balance | Amortization Period | ||||||||||||||
(years) | |||||||||||||||||
30-Jun-14 | |||||||||||||||||
Product licensing rights | $ | 476,659 | $ | (47,038 | ) | $ | 429,621 | 13.8 | |||||||||
IPR&D | 9,400 | ─ | 9,400 | N/A - Indefinite lived | |||||||||||||
Trademarks | 15,000 | (1,128 | ) | 13,872 | 19.9 | ||||||||||||
Customer relationships | 6,561 | (2,002 | ) | 4,559 | 9 | ||||||||||||
Other Intangibles | 6,000 | (68 | ) | 5,932 | 4.8 | ||||||||||||
Non-compete agreement | 2,552 | (1,512 | ) | 1,040 | 1.7 | ||||||||||||
$ | 516,172 | $ | (51,748 | ) | $ | 464,424 | |||||||||||
31-Dec-13 | |||||||||||||||||
Product licensing rights | $ | 151,504 | $ | (35,604 | ) | $ | 115,900 | 9.8 | |||||||||
IPR&D | ─ | ─ | ─ | ─ | |||||||||||||
Trademarks | 9,500 | (844 | ) | 8,656 | 27.4 | ||||||||||||
Customer relationships | 6,166 | (1,528 | ) | 4,638 | 9.8 | ||||||||||||
Other Intangibles | ─ | ─ | ─ | ─ | |||||||||||||
Non-compete agreement | 2,428 | (1,117 | ) | 1,311 | 2.2 | ||||||||||||
$ | 169,598 | $ | (39,093 | ) | $ | 130,505 |
Note_8_Financing_Arrangements_
Note 8 - Financing Arrangements (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Debt Disclosure [Abstract] | ' | ||||||||||||||||
Carrying Amount of Liability Component and Remaining Unamortized Debt Discount [Table Text Block] | ' | ||||||||||||||||
JUNE 30, | DECEMBER 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Carrying amount of equity component | $ | 20,470 | $ | 20,470 | |||||||||||||
Carrying amount of the liability component | 110,920 | 108,750 | |||||||||||||||
Unamortized discount of the liability component | 9,080 | 11,250 | |||||||||||||||
Unamortized deferred financing costs | 1,642 | 2,034 | |||||||||||||||
Expenses in Relation to Convertible Notes [Table Text Block] | ' | ||||||||||||||||
Three months ended | Six months ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
Expense Description | 2014 | 2013 | 2014 | 2013 | |||||||||||||
Interest expense at 3.5% coupon rate (1) | $ | 1,050 | $ | 1,050 | $ | 2,100 | $ | 2,100 | |||||||||
Debt discount amortization (1) | 1,095 | 1,019 | 2,170 | 2,020 | |||||||||||||
Amortization of deferred financing costs | 198 | 184 | 392 | 365 | |||||||||||||
$ | 2,343 | $ | 2,253 | $ | 4,662 | $ | 4,485 | ||||||||||
Schedule of Guarantor Obligations [Table Text Block] | ' | ||||||||||||||||
Fixed Charge Coverage Ratio | Revolver ABR Spread | Revolver Eurodollar Spread | |||||||||||||||
Category 1 | 0.50% | 1.50% | |||||||||||||||
> 1.50 to 1.0 | |||||||||||||||||
Category 2 | 0.75% | 1.75% | |||||||||||||||
> 1.25 to 1.00 but | |||||||||||||||||
< 1.50 to 1.00 | |||||||||||||||||
Category 3 | 1.00% | 2.00% | |||||||||||||||
< 1.25 to 1.00 |
Note_9_Earnings_Per_Common_Sha1
Note 9 - Earnings Per Common Share (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Earnings Per Share [Abstract] | ' | ||||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | ' | ||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Income from continuing operations | $ | 9,009 | $ | 12,637 | $ | 18,837 | $ | 23,479 | |||||||||
Income from continuing operations per share: | |||||||||||||||||
Basic | $ | 0.09 | $ | 0.13 | $ | 0.19 | $ | 0.24 | |||||||||
Diluted | $ | 0.08 | $ | 0.11 | $ | 0.16 | $ | 0.21 | |||||||||
(Loss) from discontinued operations, net of tax | $ | (503 | ) | ─ | $ | (503 | ) | ─ | |||||||||
(Loss) from discontinued operations per share | |||||||||||||||||
Basic | $ | (0.01 | ) | ─ | $ | (0.01 | ) | ─ | |||||||||
Diluted | $ | (0.01 | ) | ─ | $ | (0.01 | ) | ─ | |||||||||
Shares used in computing net income (loss) per share: | |||||||||||||||||
Weighted average basic shares outstanding | 103,183 | 96,122 | 99,926 | 96,025 | |||||||||||||
Dilutive securities: | |||||||||||||||||
Stock option and unvested RSAs | 5,038 | 4,380 | 5,008 | 4,383 | |||||||||||||
Stock warrants | 749 | 6,614 | 3,779 | 6,564 | |||||||||||||
Shares issuable upon conversion of convertible notes (1) | 9,122 | 5,212 | 8,863 | 5,038 | |||||||||||||
Total dilutive securities | 14,909 | 16,206 | 17,650 | 15,985 | |||||||||||||
Weighted average diluted shares outstanding | 118,092 | 112,328 | 117,576 | 112,010 | |||||||||||||
Shares subject to stock options omitted from the calculation of income per share as their effect would have been anti-dilutive | 598 | 1,373 | 336 | 1,289 |
Note_10_Segment_Information_Ta
Note 10 - Segment Information (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
Schedule of Segment Reporting Information, by Segment [Table Text Block] | ' | ||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Revenues: | |||||||||||||||||
Prescription Pharmaceuticals | $ | 136,231 | $ | 67,362 | $ | 218,079 | $ | 132,508 | |||||||||
Consumer Health | 14,518 | 9,650 | 23,292 | 18,358 | |||||||||||||
Total revenues | 150,749 | 77,012 | 241,371 | 150,866 | |||||||||||||
Gross Profit: | |||||||||||||||||
Prescription Pharmaceuticals | 68,012 | 36,743 | 113,296 | 70,766 | |||||||||||||
Consumer Health | 8,659 | 5,349 | 13,031 | 10,471 | |||||||||||||
Total gross profit | 76,671 | 42,092 | 126,327 | 81,237 | |||||||||||||
Operating expenses | 60,408 | 19,841 | 86,624 | 40,397 | |||||||||||||
Operating income | 16,263 | 22,251 | 39,703 | 40,840 | |||||||||||||
Other (expense) | (1,951 | ) | (2,269 | ) | (9,699 | ) | (4,601 | ) | |||||||||
Income from continuing operations before income taxes | $ | 14,312 | $ | 19,982 | $ | 30,004 | $ | 36,239 |
Note_11_Business_Combinations_1
Note 11 - Business Combinations, Dispositions and Other Strategic Investments (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Note 11 - Business Combinations, Dispositions and Other Strategic Investments (Tables) [Line Items] | ' | ||||||||||||||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | ' | ||||||||||||||||
Consideration: | |||||||||||||||||
Amount of cash paid to Hi-Tech stockholders | $ | 605 | |||||||||||||||
Amount of cash paid to vested Hi-Tech option holders | 40.5 | ||||||||||||||||
Amount of cash paid to key executives under single-trigger separation payments upon change-in-control | 4.1 | ||||||||||||||||
$ | 649.6 | ||||||||||||||||
Recognized amounts of identifiable assets acquired and liabilities assumed: | |||||||||||||||||
Cash and cash equivalents | $ | 89.7 | |||||||||||||||
Accounts receivable | 48.5 | ||||||||||||||||
Inventory | 53.7 | ||||||||||||||||
Other current assets | 23.9 | ||||||||||||||||
Property and equipment | 45.6 | ||||||||||||||||
Product licensing rights | 343.5 | ||||||||||||||||
IPR&D | 9.4 | ||||||||||||||||
Customer Relationships | 0.3 | ||||||||||||||||
Trademarks | 5.5 | ||||||||||||||||
Goodwill | 177.1 | ||||||||||||||||
Other non-current assets | 0.6 | ||||||||||||||||
Total assets acquired | $ | 797.8 | |||||||||||||||
Assumed current liabilities | (23.5 | ) | |||||||||||||||
Assumed non-current liabilities | (2.8 | ) | |||||||||||||||
Deferred tax liabilities | (121.9 | ) | |||||||||||||||
Total liabilities assumed | $ | (148.2 | ) | ||||||||||||||
$ | 649.6 | ||||||||||||||||
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures [Table Text Block] | ' | ||||||||||||||||
Calculation of gain from Watson product disposition (in millions) | |||||||||||||||||
Consideration received | $ | 16.8 | |||||||||||||||
Intangible assets disposed | (5.9 | ) | |||||||||||||||
Goodwill disposed | (1.1 | ) | |||||||||||||||
Other assets disposed | (0.8 | ) | |||||||||||||||
Pre-Tax Gain recognized | $ | 9 | |||||||||||||||
Calculation of gain/(loss) from ECR Divestiture (in millions) | |||||||||||||||||
Consideration received | $ | 41 | |||||||||||||||
Intangible assets divested | (33.6 | ) | |||||||||||||||
Goodwill divested | (10.4 | ) | |||||||||||||||
Other assets divested | (1.2 | ) | |||||||||||||||
Assumed liabilities divested | 5.1 | ||||||||||||||||
Pre-Tax Gain recognized | $ | 0.9 | |||||||||||||||
Business Acquisition, Pro Forma Information [Table Text Block] | ' | ||||||||||||||||
Three Months Ended | Six Months Ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Revenue | $ | 157,405 | $ | 124,558 | $ | 306,358 | $ | 256,493 | |||||||||
Net income (loss) | 24,597 | (13,897 | ) | 43,575 | (6,167 | ) | |||||||||||
Net income (loss) per diluted share | $ | 0.21 | $ | (0.14 | ) | $ | 0.37 | $ | (0.06 | ) | |||||||
Betimol Acquisition [Member] | ' | ||||||||||||||||
Note 11 - Business Combinations, Dispositions and Other Strategic Investments (Tables) [Line Items] | ' | ||||||||||||||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | ' | ||||||||||||||||
Betimol Acquisition: | |||||||||||||||||
Consideration paid in cash at closing | $ | 7.5 | |||||||||||||||
Purchase consideration payable | 4 | ||||||||||||||||
$ | 11.5 | ||||||||||||||||
Fair value of acquired assets: | |||||||||||||||||
U.S. NDA rights to Betimol® | $ | 11.4 | |||||||||||||||
Favorable supply agreement | 0.1 | ||||||||||||||||
$ | 11.5 | ||||||||||||||||
Merck Acquisition [Member] | ' | ||||||||||||||||
Note 11 - Business Combinations, Dispositions and Other Strategic Investments (Tables) [Line Items] | ' | ||||||||||||||||
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | ' | ||||||||||||||||
Product rights: | |||||||||||||||||
AzaSite | $ | 13.8 | |||||||||||||||
Cosopt | 21.6 | ||||||||||||||||
Cosopt PF | 20.3 | ||||||||||||||||
Product rights total | $ | 55.7 | |||||||||||||||
Prepaid expenses | 0.1 | ||||||||||||||||
Deferred tax assets, net | 0.7 | ||||||||||||||||
Total fair value of acquired assets | $ | 56.5 | |||||||||||||||
Consideration paid | $ | 52.8 | |||||||||||||||
Gain from bargain purchase | $ | 3.7 |
Note_12_Commitments_and_Contin1
Note 12 - Commitments and Contingencies (Tables) | 6 Months Ended | |||||
Jun. 30, 2014 | ||||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||||
Commitment Payment to Strategic Business Partners [Table Text Block] | ' | |||||
Year of Payment | Amount | |||||
2014 | $ | 4,522 | ||||
2015 | 4,892 | |||||
2016 | 3,226 | |||||
2017 | 14 | |||||
Total | $ | 12,654 |
Note_13_Customer_and_Supplier_1
Note 13 - Customer and Supplier Concentration (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Note 13 - Customer and Supplier Concentration (Tables) [Line Items] | ' | ||||||||||||||||
Schedules of Concentration of Risk, by Risk Factor [Table Text Block] | ' | ||||||||||||||||
Three months ended June 30, | Six months ended June 30, | ||||||||||||||||
Big 3 Wholesalers combined: | 2014 | 2013 | 2014 | 2013 | |||||||||||||
Percentage of gross sales | 70 | % | 57 | % | 67 | % | 58 | % | |||||||||
Percentage of net sales revenues | 53 | % | 38 | % | 50 | % | 40 | % | |||||||||
Accounts Receivable [Member] | ' | ||||||||||||||||
Note 13 - Customer and Supplier Concentration (Tables) [Line Items] | ' | ||||||||||||||||
Schedules of Concentration of Risk, by Risk Factor [Table Text Block] | ' | ||||||||||||||||
30-Jun-14 | 31-Dec-13 | ||||||||||||||||
Percentage of gross trade accounts receivable | 74 | % | 63 | % |
Note_14_Income_Taxes_Tables
Note 14 - Income Taxes (Tables) | 6 Months Ended | ||||||||||||||||
Jun. 30, 2014 | |||||||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||||||
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | ' | ||||||||||||||||
Three Months ended | Six Months ended | ||||||||||||||||
June 30, | June 30, | ||||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Income from continuing operations before income taxes | $ | 14,312 | $ | 19,982 | $ | 30,004 | $ | 36,239 | |||||||||
Income tax provision | 5,303 | 7,345 | 11,167 | 12,760 | |||||||||||||
Net income from continuing operations | $ | 9,009 | $ | 12,637 | $ | 18,837 | $ | 23,479 | |||||||||
Income tax provision as a percentage of income before income taxes | 37.1 | % | 36.8 | % | 37.2 | % | 35.2 | % |
Note_2_Summary_of_Significant_2
Note 2 - Summary of Significant Accounting Policies (Details) (USD $) | 6 Months Ended | 6 Months Ended | 0 Months Ended | 1 Months Ended | 6 Months Ended | 12 Months Ended | 6 Months Ended | |||||||
Jun. 30, 2014 | Jun. 30, 2013 | Jul. 03, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Jul. 03, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Dec. 22, 2011 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | |
Other Income [Member] | Forward Contracts [Member] | Forward Contracts [Member] | Fair Value, Inputs, Level 3 [Member] | H Lundbeck AS [Member] | H Lundbeck AS [Member] | H Lundbeck AS [Member] | Santen [Member] | Minimum [Member] | Maximum [Member] | |||||
Forward Contracts [Member] | Santen [Member] | |||||||||||||
Note 2 - Summary of Significant Accounting Policies (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of Quarters in Trend Basis | 6 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated Percentage of Sales Subject to Charge Backs | 94.50% | 90.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Finite-Lived Intangible Asset, Useful Life | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '4 years | '30 years |
Business Combination, Additional Consideration Owed | ' | ' | ' | ' | ' | ' | ' | $4,600,000 | ' | ' | $15,000,000 | $4,500,000 | ' | ' |
Original Recorded Value of Purchase Consideration | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,300,000 | ' | ' | ' |
Original Discount Rate Used | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10.00% | ' | ' | ' |
Correction of Opening Balance Related to Long Term Obligation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,600,000 | ' | ' | ' |
Fair Value Inputs, Discount Rate | ' | ' | ' | ' | ' | ' | ' | ' | 9.00% | ' | ' | 12.60% | ' | ' |
Discount Rate | ' | ' | ' | ' | ' | ' | ' | ' | 2.27% | 1.85% | ' | ' | ' | ' |
Contingent Consideration Original Obligation of Purchase Consideration | ' | ' | ' | ' | ' | ' | ' | 4,400,000 | 14,800,000 | ' | ' | 4,000,000 | ' | ' |
Non-cash Interest Expense | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' | ' | ' | ' | ' |
Percentage of Likelihood of Purchase Consideration becoming Payable | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' |
Number of Non Deliverable Forward Contracts | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Future Anticipated Investments | ' | ' | ' | ' | ' | 3,300,000 | 3.3 | ' | ' | ' | ' | ' | ' | ' |
Foreign Currency Contract, Asset, Fair Value Disclosure | 630,000 | ' | 600,000 | 208,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gain (Loss) on Foreign Currency Fair Value Hedge Derivatives | ' | ' | ' | ' | 400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cost Method Investments | $10,965,000 | ' | ' | $10,006,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note_2_Summary_of_Significant_3
Note 2 - Summary of Significant Accounting Policies (Details) - Fair Values of the Company’s Financial Instruments (USD $) | Jul. 03, 2014 | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |||
Note 2 - Summary of Significant Accounting Policies (Details) - Fair Values of the Company’s Financial Instruments [Line Items] | ' | ' | ' |
Cash and cash equivalents | ' | $107,907 | $34,178 |
Foreign currency forward contracts | 600 | 630 | 208 |
Total assets | ' | 108,537 | 34,386 |
Purchase consideration payable | ' | 20,514 | 14,728 |
Total liabilities | ' | 20,514 | 14,728 |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | ' | ' | ' |
Note 2 - Summary of Significant Accounting Policies (Details) - Fair Values of the Company’s Financial Instruments [Line Items] | ' | ' | ' |
Cash and cash equivalents | ' | 107,907 | 34,178 |
Total assets | ' | 107,907 | 34,178 |
Fair Value, Inputs, Level 2 [Member] | Fair Value, Measurements, Recurring [Member] | ' | ' | ' |
Note 2 - Summary of Significant Accounting Policies (Details) - Fair Values of the Company’s Financial Instruments [Line Items] | ' | ' | ' |
Foreign currency forward contracts | ' | 630 | 208 |
Total assets | ' | 630 | 208 |
Fair Value, Inputs, Level 3 [Member] | Fair Value, Measurements, Recurring [Member] | ' | ' | ' |
Note 2 - Summary of Significant Accounting Policies (Details) - Fair Values of the Company’s Financial Instruments [Line Items] | ' | ' | ' |
Purchase consideration payable | ' | 20,514 | 14,728 |
Total liabilities | ' | $20,514 | $14,728 |
Note_3_Stock_Based_Compensatio2
Note 3 - Stock Based Compensation (Details) (USD $) | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 0 Months Ended | 6 Months Ended | |||
In Millions, except Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2013 | 2-May-13 | 4-May-13 | 2-May-13 | Jun. 30, 2014 | 2-May-14 |
2014 and 2003 Stock Option Plan [Member] | 2014 and 2003 Stock Option Plan [Member] | 2003 Stock Option Plan [Member] | 2003 Stock Option Plan [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | 2014 Plan [Member] | |
Director [Member] | Director [Member] | Management [Member] | |||||||
Note 3 - Stock Based Compensation (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | ' | ' | ' | ' | ' | ' | ' | ' | 7,500,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 182,000 | 238,000 | 93,000 | 270,000 | ' | ' | ' | ' | ' |
Proceeds from Stock Options Exercised (in Dollars) | $1.10 | $1.30 | $0.40 | $0.70 | ' | ' | ' | ' | ' |
Employee Service Share-based Compensation, Tax Benefit from Compensation Expense (in Dollars) | $3.90 | $5 | $1 | $3.10 | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | ' | ' | ' | ' | 71,582 | 31,899 | ' | 72,000 | ' |
Deferred Compensation Arrangement With Individual Common Stock Vested Immediately Upon Issuance | ' | ' | ' | ' | ' | 15,946 | ' | ' | ' |
Deferred Compensation Arrangement with Individual, Common Stock Reserved for Future Issuance | ' | ' | ' | ' | ' | 15,953 | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | ' | ' | ' | ' | ' | ' | 25.00% | ' | ' |
Note_3_Stock_Based_Compensatio3
Note 3 - Stock Based Compensation (Details) - Allocated Share-based Compensation Expense (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Note 3 - Stock Based Compensation (Details) - Allocated Share-based Compensation Expense [Line Items] | ' | ' | ' | ' |
Stock-based compensation expense | $2,047 | $2,541 | $3,331 | $4,244 |
Stock Options and Employee Stock Purchase Plan (ESSP) [Member] | ' | ' | ' | ' |
Note 3 - Stock Based Compensation (Details) - Allocated Share-based Compensation Expense [Line Items] | ' | ' | ' | ' |
Stock-based compensation expense | 1,954 | 2,191 | 3,175 | 3,830 |
Restricted Stock [Member] | ' | ' | ' | ' |
Note 3 - Stock Based Compensation (Details) - Allocated Share-based Compensation Expense [Line Items] | ' | ' | ' | ' |
Stock-based compensation expense | $92 | $350 | $153 | $414 |
Note_3_Stock_Based_Compensatio4
Note 3 - Stock Based Compensation (Details) - Weighted-average Assumptions for Stock Options (2003 Stock Option Plan [Member], USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
2003 Stock Option Plan [Member] | ' | ' | ' | ' |
Note 3 - Stock Based Compensation (Details) - Weighted-average Assumptions for Stock Options [Line Items] | ' | ' | ' | ' |
Expected volatility | 54.00% | 58.00% | 54.00% | 59.00% |
Expected life (in years) | '4 years 73 days | '4 years | '4 years 73 days | '4 years |
Risk-free interest rate | 1.79% | 0.73% | 1.79% | 0.74% |
Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% |
Fair value per stock option (in Dollars per share) | $10.77 | $6.81 | $10.77 | $6.77 |
Forfeiture rate | 8.00% | 8.00% | 8.00% | 8.00% |
Note_3_Stock_Based_Compensatio5
Note 3 - Stock Based Compensation (Details) - Stock Option Activity (2014 and 2003 Stock Option Plan [Member], USD $) | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | |
2014 and 2003 Stock Option Plan [Member] | ' | ' | ' |
Note 3 - Stock Based Compensation (Details) - Stock Option Activity [Line Items] | ' | ' | ' |
Number of Options | 9,962,000 | 9,962,000 | 9,228,000 |
Weighted Average Exercise Price | $6.42 | $6.42 | $4.45 |
Weighted Average Remaining Contractual Term (Years) | ' | '2 years 9 months | '1 year 222 days |
Aggregate Intrinsic Value (in thousands) | $267,200 | $267,200 | $186,169 |
Exercisable at June 30, 2014 | 8,136,000 | 8,136,000 | ' |
Exercisable at June 30, 2014 | $3.47 | $3.47 | ' |
Exercisable at June 30, 2014 | ' | '2 years 87 days | ' |
Exercisable at June 30, 2014 | $242,324 | $242,324 | ' |
Granted | ' | 991,000 | ' |
Granted | ' | $24.75 | ' |
Exercised | -182,000 | -238,000 | ' |
Exercised | ' | $5.26 | ' |
Forfeited | ' | -19,000 | ' |
Forfeited | ' | $15.48 | ' |
Note_3_Stock_Based_Compensatio6
Note 3 - Stock Based Compensation (Details) - Non-vested Restricted Stock Activity (Restricted Stock [Member], USD $) | 6 Months Ended | |
Jun. 30, 2014 | Dec. 31, 2013 | |
Restricted Stock [Member] | ' | ' |
Note 3 - Stock Based Compensation (Details) - Non-vested Restricted Stock Activity [Line Items] | ' | ' |
Non-vested, Number of Shares | 72,000 | 16,000 |
Non-vested, Weighted Average Grant Date Fair VAlue | $24.74 | $15.36 |
Granted | 72,000 | ' |
Granted | $24.74 | ' |
Forfeited | 0 | ' |
Forfeited | $0 | ' |
Vested | -16,000 | ' |
Vested | $15.36 | ' |
Note_4_Accounts_Receivable_All2
Note 4 - Accounts Receivable Allowances (Details) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2014 | Jun. 30, 2014 | |
Receivables [Abstract] | ' | ' |
Accounts Receivable, Percentage Increase in Gross Sales | 124.90% | 73.20% |
Note_4_Accounts_Receivable_All3
Note 4 - Accounts Receivable Allowances (Details) - Net Trade Accounts Receivable (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Net Trade Accounts Receivable [Abstract] | ' | ' |
Gross accounts receivable | $220,165 | $88,165 |
Less reserves for: | ' | ' |
Chargebacks and rebates | -49,330 | -12,882 |
Product returns | -18,561 | -8,164 |
Discounts and allowances | -11,597 | -1,644 |
Advertising and promotions | -566 | -452 |
Doubtful accounts | -138 | -25 |
Trade accounts receivable, net | $139,973 | $64,998 |
Note_4_Accounts_Receivable_All4
Note 4 - Accounts Receivable Allowances (Details) - Summar of Adjustments to Gross Sales (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Summar of Adjustments to Gross Sales [Abstract] | ' | ' | ' | ' |
Gross sales | $283,842 | $126,113 | $433,142 | $249,930 |
Less adjustments for: | ' | ' | ' | ' |
Chargebacks and rebates | -116,845 | -42,966 | -168,718 | -86,729 |
Product returns | -2,318 | -482 | -3,204 | -1,713 |
Discounts and allowances | -5,700 | -1,947 | -8,135 | -3,922 |
Admin fees | -5,393 | -2,358 | -7,545 | -4,320 |
Advertising and promotions | -2,836 | -1,348 | -4,168 | -2,380 |
Revenues, net | $150,749 | $77,012 | $241,371 | $150,866 |
Note_5_Inventories_Details
Note 5 - Inventories (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Millions, unless otherwise specified | ||
Inventory Disclosure [Abstract] | ' | ' |
Inventory Valuation Reserves | $4.10 | $2.90 |
Note_5_Inventories_Details_Inv
Note 5 - Inventories (Details) - Inventories (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Inventories [Abstract] | ' | ' |
Finished goods | $45,813 | $22,886 |
Work in process | 4,846 | 3,883 |
Raw materials and supplies | 58,255 | 29,213 |
Inventories, net | $108,914 | $55,982 |
Note_6_Property_Plant_and_Equi2
Note 6 - Property, Plant and Equipment (Details) (USD $) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | |
Note 6 - Property, Plant and Equipment (Details) [Line Items] | ' | ' | ' | ' | ' |
Property, Plant and Equipment, Net | $135,695,000 | ' | $135,695,000 | ' | $82,108,000 |
Depreciation | 3,600,000 | 1,600,000 | 5,500,000 | 3,200,000 | ' |
Hi-Tech Pharmacal Co., Inc [Member] | ' | ' | ' | ' | ' |
Note 6 - Property, Plant and Equipment (Details) [Line Items] | ' | ' | ' | ' | ' |
Property, Plant and Equipment, Gross, Period Increase (Decrease) | ' | ' | 53,600,000 | ' | ' |
INDIA | ' | ' | ' | ' | ' |
Note 6 - Property, Plant and Equipment (Details) [Line Items] | ' | ' | ' | ' | ' |
Property, Plant and Equipment, Net | ' | $22,500,000 | ' | $22,500,000 | $21,100,000 |
Note_6_Property_Plant_and_Equi3
Note 6 - Property, Plant and Equipment (Details) - Property, Plant, and Equipment (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant, and equipment, gross | $178,839 | $125,423 |
Property, plant and equipment, net | 135,695 | 82,108 |
Accumulated depreciation | -59,966 | -54,470 |
Land [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant, and equipment, gross | 8,678 | 2,606 |
Building and Building Improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant, and equipment, gross | 60,474 | 46,281 |
Furniture and Fixtures [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant, and equipment, gross | 109,687 | 76,536 |
Property, Plant and Equipment Placed in Service, Net [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant, and equipment, gross | 118,873 | 70,953 |
Construction in Progress [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant, and equipment, gross | $16,822 | $11,155 |
Note_7_Goodwill_and_Other_Inta2
Note 7 - Goodwill and Other Intangible Assets (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Note 7 - Goodwill and Other Intangible Assets (Details) [Line Items] | ' | ' | ' | ' |
Amortization of Intangible Assets | $8,607,000 | $1,677,000 | $13,364,000 | $3,410,000 |
Hi-Tech Pharmacal Co., Inc [Member] | ' | ' | ' | ' |
Note 7 - Goodwill and Other Intangible Assets (Details) [Line Items] | ' | ' | ' | ' |
Goodwill, Period Increase (Decrease) | ' | ' | $346,600,000 | ' |
Note_7_Goodwill_and_Other_Inta3
Note 7 - Goodwill and Other Intangible Assets (Details) - Summary of Goodwill (USD $) | 6 Months Ended |
Jun. 30, 2014 | |
Goodwill [Line Items] | ' |
Balances at December 31, 2013 | $29,831,000 |
Currency translation adjustments | 550,000 |
Acquisitions | 177,089,000 |
Dispositions | -11,454,000 |
Balances at June 30, 2014 | 196,016,000 |
Consumer Health [Member] | ' |
Goodwill [Line Items] | ' |
Balances at December 31, 2013 | 11,863,000 |
Acquisitions | 4,854,000 |
Balances at June 30, 2014 | 16,717,000 |
Prescription Pharmaceuticals [Member] | ' |
Goodwill [Line Items] | ' |
Balances at December 31, 2013 | 17,968,000 |
Currency translation adjustments | 550,000 |
Acquisitions | 172,236,000 |
Dispositions | -11,454,000 |
Balances at June 30, 2014 | $179,299,000 |
Note_7_Goodwill_and_Other_Inta4
Note 7 - Goodwill and Other Intangible Assets (Details) - Intangible Assets (USD $) | 6 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Jun. 30, 2014 | Dec. 31, 2013 |
Note 7 - Goodwill and Other Intangible Assets (Details) - Intangible Assets [Line Items] | ' | ' |
Gross Amount | $516,172 | 169,598 |
Accumulated Amortization | -51,748 | -39,093 |
Net Balance | 464,424 | 130,505 |
IPR&D [Member] | ' | ' |
Note 7 - Goodwill and Other Intangible Assets (Details) - Intangible Assets [Line Items] | ' | ' |
Gross Amount | 9,400 | ' |
Net Balance | 9,400 | ' |
Wgtd Avg Remaining Amortization Period | ' | ' |
Licensing Agreements [Member] | ' | ' |
Note 7 - Goodwill and Other Intangible Assets (Details) - Intangible Assets [Line Items] | ' | ' |
Gross Amount | 476,659 | 151,504 |
Accumulated Amortization | -47,038 | -35,604 |
Net Balance | 429,621 | 115,900 |
Wgtd Avg Remaining Amortization Period | '13 years 292 days | '9 years 292 days |
Trademarks [Member] | ' | ' |
Note 7 - Goodwill and Other Intangible Assets (Details) - Intangible Assets [Line Items] | ' | ' |
Gross Amount | 15,000 | 9,500 |
Accumulated Amortization | -1,128 | -844 |
Net Balance | 13,872 | 8,656 |
Wgtd Avg Remaining Amortization Period | '19 years 328 days | '27 years 146 days |
Customer Relationships [Member] | ' | ' |
Note 7 - Goodwill and Other Intangible Assets (Details) - Intangible Assets [Line Items] | ' | ' |
Gross Amount | 6,561 | 6,166 |
Accumulated Amortization | -2,002 | -1,528 |
Net Balance | 4,559 | 4,638 |
Wgtd Avg Remaining Amortization Period | '9 years | '9 years 292 days |
Other Intangible Assets [Member] | ' | ' |
Note 7 - Goodwill and Other Intangible Assets (Details) - Intangible Assets [Line Items] | ' | ' |
Gross Amount | 6,000 | ' |
Accumulated Amortization | -68 | ' |
Net Balance | 5,932 | ' |
Wgtd Avg Remaining Amortization Period | '4 years 292 days | ' |
Noncompete Agreements [Member] | ' | ' |
Note 7 - Goodwill and Other Intangible Assets (Details) - Intangible Assets [Line Items] | ' | ' |
Gross Amount | 2,552 | 2,428 |
Accumulated Amortization | -1,512 | -1,117 |
Net Balance | $1,040 | 1,311 |
Wgtd Avg Remaining Amortization Period | '1 year 255 days | '2 years 73 days |
Note_8_Financing_Arrangements_1
Note 8 - Financing Arrangements (Details) (USD $) | 3 Months Ended | 6 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 1 Months Ended | 3 Months Ended | 6 Months Ended | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||||||||||||||||||||||||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2011 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Apr. 17, 2014 | Apr. 17, 2014 | Apr. 17, 2014 | Apr. 17, 2014 | Jun. 30, 2011 | Mar. 31, 2012 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Apr. 17, 2014 | Apr. 17, 2014 | Apr. 17, 2014 | Apr. 17, 2014 | Apr. 17, 2014 | Apr. 17, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2011 | Apr. 17, 2014 | Jun. 30, 2014 | Oct. 07, 2011 | Jun. 30, 2014 | Oct. 04, 2013 | Oct. 03, 2013 | Oct. 07, 2011 | |
Over-Allotment Option [Member] | Letter of Credit [Member] | Per $1,000 Principal Amount of Notes [Member] | Scenario #1 [Member] | Scenario #2 [Member] | Scenario #2 [Member] | Scenario #2 [Member] | Terminated [Member] | Scenario CA [Member] | Scenario CC [Member] | Potential [Member] | Senior Notes [Member] | Senior Notes [Member] | Senior Notes [Member] | Commitment Fees [Member] | Ticketing Fees [Member] | JPM Revolving Facility [Member] | JPM Revolving Facility [Member] | JPM Revolving Facility [Member] | Term Loan Facility [Member] | Term Loan Facility [Member] | Term Loan Facility [Member] | Term Loan Facility [Member] | Term Loan Facility [Member] | Term Loan Facility [Member] | Term Loan Facility [Member] | Revolving Credit Facility [Member] | Letter of Credit [Member] | JPM Revolving Facility [Member] | B of A Revolving Facility [Member] | B of A Revolving Facility [Member] | B of A Revolving Facility [Member] | |||||
Senior Notes [Member] | JPM Revolving Facility [Member] | Senior Notes [Member] | Senior Notes [Member] | Senior Notes [Member] | Senior Notes [Member] | Senior Notes [Member] | B of A Revolving Facility [Member] | JPM Revolving Facility [Member] | JPM Revolving Facility [Member] | JPM Revolving Facility [Member] | Notes [Member] | Notes [Member] | Notes [Member] | Term Loan Facility [Member] | Term Loan Facility [Member] | Revolving Credit Facility [Member] | Letter of Credit [Member] | JPMorgan [Member] | Base Rate [Member] | Eurodollar [Member] | JPMorgan [Member] | JPMorgan [Member] | JPMorgan [Member] | JPMorgan [Member] | Maximum [Member] | JPMorgan [Member] | B of A [Member] | JPMorgan [Member] | B of A [Member] | B of A [Member] | B of A [Member] | |||||
Notes [Member] | JPMorgan [Member] | Notes [Member] | Notes [Member] | Notes [Member] | Notes [Member] | Notes [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | JPMorgan [Member] | JPMorgan [Member] | JPMorgan [Member] | JPMorgan [Member] | JPMorgan [Member] | JPMorgan [Member] | JPMorgan [Member] | JPMorgan [Member] | |||||||||||||||||||
Minimum [Member] | B of A [Member] | JPMorgan [Member] | JPMorgan [Member] | |||||||||||||||||||||||||||||||||
Note 8 - Financing Arrangements (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Maximum Borrowing Capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $60,000,000 | ' | ' | $200,000,000 | ' | ' | ' | ' | ' | $150,000,000 | $10,000,000 | ' | ' | ' | $600,000,000 | ' | ' | ' | ' | ' | $2,000,000 | ' | $60,000,000 | $20,000,000 | $20,000,000 |
Line of Credit Facility, Potential Increase to Maximum Borrowing Capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 150,000,000 | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Periodic Payment, Percent of Initial Loan Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.25% | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Face Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 120,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | 600,000,000 | 600,000,000 | 600,000,000 | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Term | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | '7 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit, Prepayment Fee Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term Line of Credit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 600,000,000 | 600,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Basis Spread on Variable Rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.50% | 3.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Potential Reduction in Basis Spread on Variable Rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Potential Reduction in Basis Spread on Variable Rate, EBITDA Ratio Threshold | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.25 | ' | ' | ' | ' | ' | ' |
Debt Instrument, Debt Default, Rate Increase | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2.00% | ' | ' | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Effective Percentage Rate Range, Minimum | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest Expense, Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,500,000 | 5,500,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred Finance Costs, Gross | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,300,000 | 20,300,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Fee Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of Financing Costs | 2,436,000 | 207,000 | 8,590,000 | 411,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,100,000 | 5,000,000 | ' | ' | ' | ' | ' | ' | 1,200,000 | 7,100,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Convertible Notes Payable | ' | ' | ' | ' | 20,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 120,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Interest Rate, Stated Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Convertible Debt | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 115,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $8.76 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Conversion Rate | ' | ' | ' | ' | ' | ' | '114.1553 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, If-converted Amount of Principal | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000 | ' | ' | ' | ' | ' | ' | ' | 1,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Trading Amount, Percent of Face Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 381.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Total Market Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 456,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share Price (in Dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $33.25 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Pro Forma Conversion Value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 455,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Threshold Trading Days | ' | ' | ' | ' | ' | ' | ' | 20 | ' | ' | ' | ' | ' | ' | ' | ' | 20 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Threshold Consecutive Trading Days | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 days | '5 days | ' | ' | ' | ' | ' | '30 days | '30 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | ' | ' | ' | ' | ' | ' | ' | 130.00% | 98.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, Stock Price Trigger (in Dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $11.39 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Convertible, If-converted Value in Excess of Principal | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Borrowing Base, Percent of Eligible Accounts Receivable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 85.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Borrowing Base, Percent of Eligible Inventory | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.85% | 75.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Commitment Fee, Threshold, Percent of Commitments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12.50% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Commitment Fee, Threshold, Amount of Commitments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Commitment Fee, Threshold, Number of Consecutive Days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '30 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.25% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Covenant, Minimum Liquidity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 120,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Covenant, Minimum Liquidity, Additional Percentage of Commitments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 25.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Covenant, Minimum EBITDA to Fixed Charges Ratio | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Covenant, Minimum EBITDA to Fixed Charges Ratio, Measurment Duration | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '12 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Letters of Credit Outstanding, Amount | ' | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' |
Letters of Credit Outstanding, Number | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | ' |
Line of Credit Facility, Remaining Borrowing Capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $142,700,000 | ' | ' | ' | ' | ' |
Note_8_Financing_Arrangements_2
Note 8 - Financing Arrangements (Details) - Net Carrying Amount of the Liability Component and the Remaining Unamortized Debt Discount (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Note 8 - Financing Arrangements (Details) - Net Carrying Amount of the Liability Component and the Remaining Unamortized Debt Discount [Line Items] | ' | ' |
Carrying amount of the liability component | $706,420 | $108,750 |
Convertible Debt [Member] | ' | ' |
Note 8 - Financing Arrangements (Details) - Net Carrying Amount of the Liability Component and the Remaining Unamortized Debt Discount [Line Items] | ' | ' |
Carrying amount of equity component | 20,470 | 20,470 |
Carrying amount of the liability component | 110,920 | 108,750 |
Unamortized discount of the liability component | 9,080 | 11,250 |
Unamortized deferred financing costs | $1,642 | $2,034 |
Note_8_Financing_Arrangements_3
Note 8 - Financing Arrangements (Details) - Expenses in Relation to Convertible Notes (USD $) | 3 Months Ended | 6 Months Ended | ||||||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | ||||
Note 8 - Financing Arrangements (Details) - Expenses in Relation to Convertible Notes [Line Items] | ' | ' | ' | ' | ||||
Amortization of deferred financing costs | $2,436 | $207 | $8,590 | $411 | ||||
Convertible Debt [Member] | ' | ' | ' | ' | ||||
Note 8 - Financing Arrangements (Details) - Expenses in Relation to Convertible Notes [Line Items] | ' | ' | ' | ' | ||||
Interest expense at 3.5% coupon rate (1) | 1,050 | [1] | 1,050 | [1] | 2,100 | [1] | 2,100 | [1] |
Debt discount amortization (1) | 1,095 | [1] | 1,019 | [1] | 2,170 | [1] | 2,020 | [1] |
Amortization of deferred financing costs | 198 | 184 | 392 | 365 | ||||
$2,343 | $2,253 | $4,662 | $4,485 | |||||
[1] | Included within "Interest expense, net" on the Condensed Consolidated Statements of Comprehensive Income. |
Note_8_Financing_Arrangements_4
Note 8 - Financing Arrangements (Details) - JPM Revolving Facility, Interest Terms | 1 Months Ended |
Apr. 17, 2014 | |
Category 1 [Member] | Base Rate [Member] | ' |
Guarantor Obligations [Line Items] | ' |
Basis spread on variable rate | 0.50% |
Category 1 [Member] | Eurodollar [Member] | ' |
Guarantor Obligations [Line Items] | ' |
Basis spread on variable rate | 1.50% |
Category 2 [Member] | Base Rate [Member] | ' |
Guarantor Obligations [Line Items] | ' |
Basis spread on variable rate | 0.75% |
Category 2 [Member] | Eurodollar [Member] | ' |
Guarantor Obligations [Line Items] | ' |
Basis spread on variable rate | 1.75% |
Category 3 [Member] | Base Rate [Member] | ' |
Guarantor Obligations [Line Items] | ' |
Basis spread on variable rate | 1.00% |
Category 3 [Member] | Eurodollar [Member] | ' |
Guarantor Obligations [Line Items] | ' |
Basis spread on variable rate | 2.00% |
Note_8_Financing_Arrangements_5
Note 8 - Financing Arrangements (Details) - JPM Revolving Facility, Interest Terms (Parentheticals) | Apr. 17, 2014 |
Category 1 [Member] | Base Rate [Member] | Minimum [Member] | ' |
Guarantor Obligations [Line Items] | ' |
Fixed charge coverage ratio | 1.5 |
Category 1 [Member] | Eurodollar [Member] | Minimum [Member] | ' |
Guarantor Obligations [Line Items] | ' |
Fixed charge coverage ratio | 1.5 |
Category 2 [Member] | Base Rate [Member] | Minimum [Member] | ' |
Guarantor Obligations [Line Items] | ' |
Fixed charge coverage ratio | 1.25 |
Category 2 [Member] | Base Rate [Member] | Maximum [Member] | ' |
Guarantor Obligations [Line Items] | ' |
Fixed charge coverage ratio | 1.5 |
Category 2 [Member] | Eurodollar [Member] | Minimum [Member] | ' |
Guarantor Obligations [Line Items] | ' |
Fixed charge coverage ratio | 1.25 |
Category 2 [Member] | Eurodollar [Member] | Maximum [Member] | ' |
Guarantor Obligations [Line Items] | ' |
Fixed charge coverage ratio | 1.5 |
Category 3 [Member] | Base Rate [Member] | Maximum [Member] | ' |
Guarantor Obligations [Line Items] | ' |
Fixed charge coverage ratio | 1.25 |
Category 3 [Member] | Eurodollar [Member] | Maximum [Member] | ' |
Guarantor Obligations [Line Items] | ' |
Fixed charge coverage ratio | 1.25 |
Note_9_Earnings_Per_Common_Sha2
Note 9 - Earnings Per Common Share (Details) (Board of Directors Chairman [Member], USD $) | 0 Months Ended | 3 Months Ended | 6 Months Ended |
In Millions, unless otherwise specified | Apr. 10, 2014 | Jun. 30, 2014 | Jun. 30, 2014 |
Board of Directors Chairman [Member] | ' | ' | ' |
Note 9 - Earnings Per Common Share (Details) [Line Items] | ' | ' | ' |
Outstanding Stock Warrants Exercised (in Shares) | 7.2 | ' | ' |
Proceeds from Warrant Exercises | ' | $8.20 | $8.20 |
Note_9_Earnings_Per_Common_Sha3
Note 9 - Earnings Per Common Share (Details) - Reconciliation of Earnings Per Share Data (USD $) | 3 Months Ended | 6 Months Ended | ||||||
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | ||||
Note 9 - Earnings Per Common Share (Details) - Reconciliation of Earnings Per Share Data [Line Items] | ' | ' | ' | ' | ||||
Income from continuing operations (in Dollars) | $9,009 | $12,637 | $18,837 | $23,479 | ||||
Income from continuing operations per share: | ' | ' | ' | ' | ||||
Basic (in Dollars per share) | $0.09 | $0.13 | $0.19 | $0.24 | ||||
Diluted (in Dollars per share) | $0.08 | $0.11 | $0.16 | $0.21 | ||||
(Loss) from discontinued operations, net of tax (in Dollars) | ($503) | ' | ($503) | ' | ||||
(Loss) from discontinued operations per share | ' | ' | ' | ' | ||||
Basic (in Dollars per share) | ($0.01) | ' | ($0.01) | ' | ||||
Diluted (in Dollars per share) | ($0.01) | ' | ($0.01) | ' | ||||
Weighted average basic shares outstanding | 103,183 | 96,122 | 99,926 | 96,025 | ||||
Dilutive securities: | ' | ' | ' | ' | ||||
Stock option and unvested RSAs | 5,038 | 4,380 | 5,008 | 4,383 | ||||
Stock warrants | 749 | 6,614 | 3,779 | 6,564 | ||||
Shares issuable upon conversion of convertible notes (1) | 9,122 | [1] | 5,212 | [1] | 8,863 | [1] | 5,038 | [1] |
Total dilutive securities | 14,909 | 16,206 | 17,650 | 15,985 | ||||
Weighted average diluted shares outstanding | 118,092 | 112,328 | 117,576 | 112,010 | ||||
2003 Stock Option Plan [Member] | ' | ' | ' | ' | ||||
Dilutive securities: | ' | ' | ' | ' | ||||
Shares subject to stock options omitted from the calculation of income per share as their effect would have been anti-dilutive | 598 | 1,373 | 336 | 1,289 | ||||
[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. |
Note_10_Segment_Information_De
Note 10 - Segment Information (Details) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2014 | Jun. 30, 2014 | |
Note 10 - Segment Information (Details) [Line Items] | ' | ' |
Number of Reportable Segments | 2 | ' |
Number of Operating Segments | ' | 2 |
Hi-Tech Pharmacal Co., Inc [Member] | ' | ' |
Note 10 - Segment Information (Details) [Line Items] | ' | ' |
Number of Reportable Segments | ' | 3 |
Note_10_Segment_Information_De1
Note 10 - Segment Information (Details) - Financial Information by Segment (USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Revenues: | ' | ' | ' | ' |
Revenues | $150,749 | $77,012 | $241,371 | $150,866 |
Gross Profit: | ' | ' | ' | ' |
Gross Profit | 76,671 | 42,092 | 126,327 | 81,237 |
Operating expenses | 60,408 | 19,841 | 86,624 | 40,397 |
Operating income | 16,263 | 22,251 | 39,703 | 40,840 |
Other (expense) | -1,951 | -2,269 | -9,699 | -4,601 |
Income from continuing operations before income taxes | 14,312 | 19,982 | 30,004 | 36,239 |
Prescription Pharmaceuticals [Member] | ' | ' | ' | ' |
Revenues: | ' | ' | ' | ' |
Revenues | 136,231 | 67,362 | 218,079 | 132,508 |
Gross Profit: | ' | ' | ' | ' |
Gross Profit | 68,012 | 36,743 | 113,296 | 70,766 |
Consumer Health [Member] | ' | ' | ' | ' |
Revenues: | ' | ' | ' | ' |
Revenues | 14,518 | 9,650 | 23,292 | 18,358 |
Gross Profit: | ' | ' | ' | ' |
Gross Profit | $8,659 | $5,349 | $13,031 | $10,471 |
Note_11_Business_Combinations_2
Note 11 - Business Combinations, Dispositions and Other Strategic Investments (Details) (USD $) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 1 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 6 Months Ended | 6 Months Ended | 0 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | 6 Months Ended | 3 Months Ended | 1 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | 1 Months Ended | 3 Months Ended | 6 Months Ended | 0 Months Ended | 3 Months Ended | 6 Months Ended | 0 Months Ended | 3 Months Ended | 6 Months Ended | 0 Months Ended | 1 Months Ended | 3 Months Ended | |||||||||||||||||||||||||
Apr. 17, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | Apr. 17, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jan. 02, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Apr. 17, 2014 | Apr. 17, 2014 | Apr. 17, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | 9-May-14 | Apr. 17, 2014 | 9-May-14 | Jun. 30, 2014 | Jun. 27, 2014 | Apr. 17, 2014 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Apr. 17, 2014 | Apr. 17, 2014 | 9-May-14 | Jun. 30, 2014 | Jun. 30, 2014 | Apr. 17, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Jan. 02, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Nov. 15, 2013 | Nov. 15, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Sep. 30, 2011 | Jun. 27, 2014 | Aug. 31, 2011 | Jun. 30, 2014 | Jun. 20, 2014 | Apr. 17, 2014 | |
Other Nonoperating Income (Expense) [Member] | Lidocaine/Prilocaine Topical Cream [Member] | Lidocaine/Prilocaine Topical Cream [Member] | Lidocaine/Prilocaine Topical Cream [Member] | Lidocaine/Prilocaine Topical Cream [Member] | Zioptan [Member] | Zioptan [Member] | Zioptan [Member] | Betimol Acquisition [Member] | Betimol [Member] | Betimol [Member] | Marketed Under Abbreviated New Drug Applications [Member] | Marketed Under a New Drug Application [Member] | Under Development [Member] | Before Discount [Member] | Licensing Agreements [Member] | Customer Relationships [Member] | Trademarks [Member] | Term Loan [Member] | Term Loan [Member] | Commitment Fees [Member] | Commitment Fees [Member] | Convertible Debt [Member] | Convertible Debt [Member] | Convertible Debt [Member] | Convertible Debt [Member] | Convertible Debt [Member] | Convertible Debt [Member] | Termination Fee [Member] | Watson Product Disposition [Member] | Watson Product Disposition [Member] | VersaPharm [Member] | VersaPharm [Member] | VersaPharm [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] | Betimol Acquisition [Member] | Betimol Acquisition [Member] | Betimol Acquisition [Member] | Merck Acquisition [Member] | Merck Acquisition [Member] | Merck Acquisition [Member] | Merck Acquisition [Member] | Merck Acquisition [Member] | Aciex Agreement [Member] | Aciex Agreement [Member] | Aciex Agreement [Member] | ECR Pharmaceuticals Divestiture [Member] | ECR Pharmaceuticals Divestiture [Member] | Hi-Tech Pharmacal Co., Inc [Member] | |||||||
Watson Product Disposition [Member] | Watson Laboratories, Inc. [Member] | Watson Laboratories, Inc. [Member] | Watson Laboratories, Inc. [Member] | Watson Product Disposition [Member] | Licensing Agreements [Member] | Betimol Acquisition [Member] | Betimol Acquisition [Member] | Watson Laboratories, Inc. [Member] | Watson Laboratories, Inc. [Member] | Watson Laboratories, Inc. [Member] | Betimol Acquisition [Member] | Hi-Tech Pharmacal Co., Inc [Member] | Hi-Tech Pharmacal Co., Inc [Member] | Hi-Tech Pharmacal Co., Inc [Member] | VersaPharm [Member] | Hi-Tech Pharmacal Co., Inc [Member] | VersaPharm [Member] | VersaPharm [Member] | Aciex Agreement [Member] | Aciex Agreement [Member] | VersaPharm [Member] | Hi-Tech Pharmacal Co., Inc [Member] | Inspire Pharmaceuticals [Member] | |||||||||||||||||||||||||||||||||||
JPMorgan [Member] | JPMorgan [Member] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Note 11 - Business Combinations, Dispositions and Other Strategic Investments (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments to Acquire Businesses, Gross | $649,600 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $440,000,000 | ' | ' | ' | ' | ' | $7,500,000 | ' | $7,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of ANDA'S | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Face Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 445,000,000 | 600,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Fee | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '$1.7 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization of Financing Costs | ' | 2,436,000 | 207,000 | 8,590,000 | 411,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500,000 | ' | ' | 198,000 | 184,000 | 392,000 | 365,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Unrecognized Termination Fee | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 22,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Combination, Acquisition Related Costs | ' | 20,773,000 | ' | 21,227,000 | 519,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | 19,600,000 | 20,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Combination, Consideration Transferred | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 11,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 650,000,000 | ' | ' | ' | ' | ' | 11,500,000 | ' | 52,800,000 | ' | 52,800 | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Share Price (in Dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $43.50 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments to Acquire Businesses, Net of Cash Acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 44,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Par or Stated Value Per Share (in Dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.01 |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $43.50 |
Business Acquisition, Goodwill, Expected Tax Deductible Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18,500,000 | 18,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '15 years 255 days | '1 year | '9 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '15 years 219 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Pro Forma Revenue | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 51,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of Products Divested | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | 1 | 1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' |
Disposal Group, Including Discontinued Operation, Revenue | ' | ' | ' | ' | ' | ' | ' | 300,000 | 1,400,000 | 1,500,000 | 2,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,400,000 | ' | ' |
Business Acquisition, Percentage of Voting Interests Acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Divestiture of Businesses | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 16,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gain (Loss) on Disposition of Business | ' | ' | ' | ' | ' | ' | 9,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 900 | ' | ' |
Duration of Production | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Disposal Group, Including Discontinued Operation, Consideration | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 41,000 | 41,000,000 | ' |
Income (Loss) from Discontinued Operations, Net of Tax, Including Portion Attributable to Noncontrolling Interest | ' | ' | ' | -0.5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -0.5 | ' | ' |
Product Acquisition Transitional Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Combination, Pro Forma Information, Revenue of Acquiree since Acquisition Date, Actual | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,800,000 | ' | ' | 1,600,000 | 4,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,400,000 | ' | 15,800,000 | ' | ' | ' | ' | ' | ' |
Business Acquisition, Consideration, Sales Multiplier | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.5 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Duration Following the First Year Post-Acquisition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '60 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000,000 | 2,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Combination, Contingent Consideration Arrangements, Triggering Sales Amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 14,000,000 | 14,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Combination, Contingent Consideration Arrangements, Triggering Duration | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '1 year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Combination, Contingent Consideration Arrangements, Triggering Duration Span | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Combination, Contingent Consideration, Liability | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,000,000 | 4,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | ' | ' | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Combination, Number of Products | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3 | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Finite-Lived Intangible Assets, Remaining Amortization Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '15 years | ' | ' | ' | ' | ' | ' |
Payments to Acquire Additional Interest in Subsidiaries | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000,000 | ' | 8,000,000 | ' | ' | ' |
Payments for (Proceeds from) Other Investing Activities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 400,000 | 400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cost Method Investments | ' | $10,965,000 | ' | $10,965,000 | ' | $10,006,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $10,800,000 | ' | ' | ' | ' |
Business Acquisition Percentage Not Exceeded Of Voting Interests Acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 20.00% | ' | ' | ' | ' |
Note_11_Business_Combinations_3
Note 11 - Business Combinations, Dispositions and Other Strategic Investments (Details) - Consideration Paid for the Hi-Tech Acquisition and the Fair Value of the Acquired Assets and Assumed Liabilities (USD $) | 1 Months Ended | ||
Apr. 17, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | |
Note 11 - Business Combinations, Dispositions and Other Strategic Investments (Details) - Consideration Paid for the Hi-Tech Acquisition and the Fair Value of the Acquired Assets and Assumed Liabilities [Line Items] | ' | ' | ' |
Consideration | $649,600 | ' | ' |
Recognized amounts of identifiable assets acquired and liabilities assumed: | ' | ' | ' |
Cash and cash equivalents | 89,700 | ' | ' |
Accounts receivable | 48,500 | ' | ' |
Inventory | 53,700 | ' | ' |
Other current assets | 23,900 | ' | ' |
Property and equipment | 45,600 | ' | ' |
Goodwill | ' | 196,016,000 | 29,831,000 |
Licensing Agreements [Member] | ' | ' | ' |
Recognized amounts of identifiable assets acquired and liabilities assumed: | ' | ' | ' |
Intangible assets | 343,500 | ' | ' |
IPR&D [Member] | ' | ' | ' |
Recognized amounts of identifiable assets acquired and liabilities assumed: | ' | ' | ' |
Intangible assets | 9,400 | ' | ' |
Customer Relationships [Member] | ' | ' | ' |
Recognized amounts of identifiable assets acquired and liabilities assumed: | ' | ' | ' |
Intangible assets | 300 | ' | ' |
Trademarks [Member] | ' | ' | ' |
Recognized amounts of identifiable assets acquired and liabilities assumed: | ' | ' | ' |
Intangible assets | 5,500 | ' | ' |
Goodwill | 177,100 | ' | ' |
Other non-current assets | 600 | ' | ' |
Total assets acquired | 797,800 | ' | ' |
Assumed current liabilities | -23,500 | ' | ' |
Assumed non-current liabilities | -2,800 | ' | ' |
Deferred tax liabilities | -121,900 | ' | ' |
Total liabilities assumed | -148,200 | ' | ' |
649,600 | ' | ' | |
Cash Paid to Hi-Tech Stockholders [Member] | ' | ' | ' |
Note 11 - Business Combinations, Dispositions and Other Strategic Investments (Details) - Consideration Paid for the Hi-Tech Acquisition and the Fair Value of the Acquired Assets and Assumed Liabilities [Line Items] | ' | ' | ' |
Consideration | 605,000 | ' | ' |
Cash Paid to Vested Hi-Tech Option Holders [Member] | ' | ' | ' |
Note 11 - Business Combinations, Dispositions and Other Strategic Investments (Details) - Consideration Paid for the Hi-Tech Acquisition and the Fair Value of the Acquired Assets and Assumed Liabilities [Line Items] | ' | ' | ' |
Consideration | 40,500 | ' | ' |
Cash Paid to Key Executives [Member] | ' | ' | ' |
Note 11 - Business Combinations, Dispositions and Other Strategic Investments (Details) - Consideration Paid for the Hi-Tech Acquisition and the Fair Value of the Acquired Assets and Assumed Liabilities [Line Items] | ' | ' | ' |
Consideration | $4,100 | ' | ' |
Note_11_Business_Combinations_4
Note 11 - Business Combinations, Dispositions and Other Strategic Investments (Details) - Disposal Groups, Including Discontinued Operations (USD $) | 3 Months Ended | |
Jun. 30, 2014 | Jun. 20, 2014 | |
Watson Product [Member] | ' | ' |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' |
Consideration received | $16,800 | ' |
Intangible assets disposed | -5,900 | ' |
Goodwill disposed | -1,100 | ' |
Other assets disposed | -800 | ' |
Gain recognized | 9,000 | ' |
ECR Pharmaceuticals Divestiture [Member] | ' | ' |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' | ' |
Consideration received | 41,000 | 41,000,000 |
Intangible assets disposed | -33,600 | ' |
Goodwill disposed | -10,400 | ' |
Other assets disposed | -1,200 | ' |
Assumed liabilities divested | 5,100 | ' |
Gain recognized | $900 | ' |
Note_11_Business_Combinations_5
Note 11 - Business Combinations, Dispositions and Other Strategic Investments (Details) - Unaudited Pro Forma Financial Information (Hi-Tech Acquisition, Watson Product Disposition and ECR Divestiture [Member], USD $) | 3 Months Ended | 6 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Hi-Tech Acquisition, Watson Product Disposition and ECR Divestiture [Member] | ' | ' | ' | ' |
Note 11 - Business Combinations, Dispositions and Other Strategic Investments (Details) - Unaudited Pro Forma Financial Information [Line Items] | ' | ' | ' | ' |
Revenue | $157,405 | $124,558 | $306,358 | $256,493 |
Net income (loss) | $24,597 | ($13,897) | $43,575 | ($6,167) |
Net income (loss) per diluted share (in Dollars per share) | $0.21 | ($0.14) | $0.37 | ($0.06) |
Note_11_Business_Combinations_6
Note 11 - Business Combinations, Dispositions and Other Strategic Investments (Details) - Consideration Paid for the Betimol Acquisition and the Fair Value of the Acquired Assets and Assume Liabilities (USD $) | 1 Months Ended | 0 Months Ended | 6 Months Ended | |||
Apr. 17, 2014 | Jun. 30, 2014 | Apr. 17, 2014 | Jun. 30, 2014 | Jan. 02, 2014 | Jun. 30, 2014 | |
Licensing Agreements [Member] | Licensing Agreements [Member] | Other Intangible Assets [Member] | Betimol Acquisition [Member] | Betimol Acquisition [Member] | ||
Betimol Acquisition [Member] | Betimol Acquisition [Member] | |||||
Note 11 - Business Combinations, Dispositions and Other Strategic Investments (Details) - Consideration Paid for the Betimol Acquisition and the Fair Value of the Acquired Assets and Assume Liabilities [Line Items] | ' | ' | ' | ' | ' | ' |
Consideration paid in cash at closing | $649,600 | ' | ' | ' | $7,500,000 | $7,500,000 |
Purchase consideration payable | ' | ' | ' | ' | ' | 4,000,000 |
' | ' | ' | ' | ' | 11,500,000 | |
Intangible assets | ' | $11,400,000 | $343,500 | $100,000 | ' | $11,500,000 |
Note_11_Business_Combinations_7
Note 11 - Business Combinations, Dispositions and Other Strategic Investments (Details) - Consideration Paid for the Merck Acquisition and the Fair Value of the Acquired Assets and Assume Liabilities (Merck Acquisition [Member], USD $) | 0 Months Ended | 3 Months Ended |
Nov. 15, 2013 | Dec. 31, 2013 | |
Note 11 - Business Combinations, Dispositions and Other Strategic Investments (Details) - Consideration Paid for the Merck Acquisition and the Fair Value of the Acquired Assets and Assume Liabilities [Line Items] | ' | ' |
Product rights | ' | $55,700 |
Prepaid expenses | ' | 100 |
Deferred tax assets, net | ' | 700 |
Total fair value of acquired assets | ' | 56,500 |
Consideration paid | 52,800,000 | 52,800 |
Gain from bargain purchase | ' | 3,700 |
AzaSite [Member] | ' | ' |
Note 11 - Business Combinations, Dispositions and Other Strategic Investments (Details) - Consideration Paid for the Merck Acquisition and the Fair Value of the Acquired Assets and Assume Liabilities [Line Items] | ' | ' |
Product rights | ' | 13,800 |
Cosopt [Member] | ' | ' |
Note 11 - Business Combinations, Dispositions and Other Strategic Investments (Details) - Consideration Paid for the Merck Acquisition and the Fair Value of the Acquired Assets and Assume Liabilities [Line Items] | ' | ' |
Product rights | ' | 21,600 |
Cosopt PF [Member] | ' | ' |
Note 11 - Business Combinations, Dispositions and Other Strategic Investments (Details) - Consideration Paid for the Merck Acquisition and the Fair Value of the Acquired Assets and Assume Liabilities [Line Items] | ' | ' |
Product rights | ' | $20,300 |
Note_12_Commitments_and_Contin2
Note 12 - Commitments and Contingencies (Details) (USD $) | 1 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | 6 Months Ended | 0 Months Ended | 6 Months Ended | ||||
Apr. 17, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | Jul. 31, 2014 | Jul. 01, 2014 | Oct. 17, 2012 | Jun. 30, 2014 | Dec. 22, 2011 | Jun. 30, 2014 | Jan. 02, 2014 | Jun. 30, 2014 | |
Subsequent Event [Member] | Subsequent Event [Member] | Td Vaccine [Member] | Supply Agreement with Hospira [Member] | H Lundbeck AS [Member] | H Lundbeck AS [Member] | Betimol Acquisition [Member] | Betimol Acquisition [Member] | ||||
Td Vaccine [Member] | Td Vaccine [Member] | ||||||||||
Note 12 - Commitments and Contingencies (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of NDA's off Patent Branded Injectable Products | ' | ' | ' | ' | ' | ' | ' | ' | 3 | ' | ' |
Payments to Acquire Businesses, Gross | $649,600 | ' | ' | ' | ' | ' | ' | $45,000,000 | ' | $7,500,000 | $7,500,000 |
Business Combination, Additional Consideration Owed | ' | ' | ' | ' | ' | ' | ' | 15,000,000 | ' | ' | 4,600,000 |
Commitments and Contingencies | ' | 20,514,000 | 14,728,000 | ' | ' | ' | ' | ' | 15,000,000 | ' | ' |
Business Acquisition, Consideration, Sales Multiplier | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.5 | ' |
Business Combination, Contingent Consideration, Liability | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,000,000 |
Long-term Purchase Commitment, Period | ' | ' | ' | ' | ' | '2 years | ' | ' | ' | ' | ' |
Distribution Agreement Contract Term | ' | ' | ' | '1 year | ' | ' | ' | ' | ' | ' | ' |
Purchase Obligation, Future Minimum Payments, Remainder of Fiscal Year | ' | ' | ' | ' | 2,500,000 | ' | 2,100,000 | ' | ' | ' | ' |
Purchase Obligation, Due in Second Year | ' | ' | ' | ' | $4,800,000 | ' | $2,100,000 | ' | ' | ' | ' |
Number of Products Related to Minimum Annual Purchase Obligations | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' |
Note_12_Commitments_and_Contin3
Note 12 - Commitments and Contingencies (Details) - Commitment Payment to Strategic Business Partners (USD $) | Jun. 30, 2014 |
In Thousands, unless otherwise specified | |
Commitment Payment to Strategic Business Partners [Abstract] | ' |
2014 | $4,522 |
2015 | 4,892 |
2016 | 3,226 |
2017 | 14 |
Total | $12,654 |
Note_13_Customer_and_Supplier_2
Note 13 - Customer and Supplier Concentration (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Sales Revenue, Net [Member] | Product Concentration Risk [Member] | ' | ' | ' | ' |
Note 13 - Customer and Supplier Concentration (Details) [Line Items] | ' | ' | ' | ' |
Concentration Risk, Percentage | ' | 11.90% | ' | 11.40% |
Customer Concentration Risk [Member] | ' | ' | ' | ' |
Note 13 - Customer and Supplier Concentration (Details) [Line Items] | ' | ' | ' | ' |
Number of Customers Considered as Concentration Risks | 3 | 3 | 3 | 3 |
Supplier Concentration Risk [Member] | ' | ' | ' | ' |
Note 13 - Customer and Supplier Concentration (Details) [Line Items] | ' | ' | ' | ' |
Number of Suppliers Considered as Concentration Risks | 0 | 0 | 0 | 0 |
Product Concentration Risk [Member] | ' | ' | ' | ' |
Note 13 - Customer and Supplier Concentration (Details) [Line Items] | ' | ' | ' | ' |
Number of Products Considered as Concentration Risks | 0 | 1 | 0 | 1 |
Note_13_Customer_and_Supplier_3
Note 13 - Customer and Supplier Concentration (Details) - Concentration Risk for the Company's Gross and Net Sales (Customer Concentration Risk [Member]) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2014 | Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | |
Gross Sales [Member] | ' | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' | ' |
Concentration Risk | 70.00% | 57.00% | 67.00% | 58.00% |
Sales Revenue, Goods, Net [Member] | ' | ' | ' | ' |
Concentration Risk [Line Items] | ' | ' | ' | ' |
Concentration Risk | 53.00% | 38.00% | 50.00% | 40.00% |
Note_13_Customer_and_Supplier_4
Note 13 - Customer and Supplier Concentration (Details) - Concentration Risk for the Company's Gross Accounts Receivable (Accounts Receivable [Member], Customer Concentration Risk [Member]) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2014 | Dec. 31, 2013 | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | ' | ' |
Concentration Risk [Line Items] | ' | ' |
Percentage of gross trade accounts receivable | 74.00% | 63.00% |
Note_14_Income_Taxes_Details
Note 14 - Income Taxes (Details) (USD $) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2014 | Jun. 30, 2013 | Mar. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2013 | Dec. 31, 2013 | |
Note 14 - Income Taxes (Details) [Line Items] | ' | ' | ' | ' | ' | ' |
Income Tax Expense (Benefit) (in Dollars) | $5,303,000 | $7,345,000 | ' | $11,167,000 | $12,760,000 | ' |
Effective Income Tax Rate Reconciliation, Percent | 37.10% | 36.80% | 35.20% | 37.20% | 35.20% | ' |
Unrecognized Tax Benefits (in Dollars) | $1,100,000 | ' | ' | $1,100,000 | ' | $800,000 |
Scenario, Forecast [Member] | ' | ' | ' | ' | ' | ' |
Note 14 - Income Taxes (Details) [Line Items] | ' | ' | ' | ' | ' | ' |
Effective Income Tax Rate Reconciliation, Percent | ' | ' | ' | 37.20% | ' | ' |
Note_14_Income_Taxes_Details_I
Note 14 - Income Taxes (Details) - Income Tax Provision (USD $) | 3 Months Ended | 6 Months Ended | |||
In Thousands, unless otherwise specified | Jun. 30, 2014 | Jun. 30, 2013 | Mar. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2013 |
Income Tax Provision [Abstract] | ' | ' | ' | ' | ' |
Income from continuing operations before income taxes | $14,312 | $19,982 | ' | $30,004 | $36,239 |
Income tax provision | 5,303 | 7,345 | ' | 11,167 | 12,760 |
Net income from continuing operations | $9,009 | $12,637 | ' | $18,837 | $23,479 |
Income tax provision as a percentage of income before income taxes | 37.10% | 36.80% | 35.20% | 37.20% | 35.20% |
Note_15_Related_Party_Transact1
Note 15 - Related Party Transactions (Details) (Polsinelli [Member], USD $) | 6 Months Ended | |
Jun. 30, 2014 | Jun. 30, 2013 | |
Polsinelli [Member] | ' | ' |
Note 15 - Related Party Transactions (Details) [Line Items] | ' | ' |
Related Party Transaction, Amounts of Transaction | $1,000,000 | $200,000 |
Accounts Payable, Related Parties | $600,000 | $0 |
Note_16_Subsequent_Events_Deta
Note 16 - Subsequent Events (Details) (Subsequent Event [Member], Excelvision [Member]) | 1 Months Ended | |
Jul. 22, 2014 | Jul. 22, 2014 | |
USD ($) | CHF | |
Note 16 - Subsequent Events (Details) [Line Items] | ' | ' |
Business Combination, Consideration Transferred | $24,000,000 | 21,700,000 |