Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Mar. 18, 2014 | |
Document And Entity Information [Abstract] | ' | ' |
Document Type | '10-K | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 31-Dec-13 | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'FY | ' |
Entity Registrant Name | 'PAR PHARMACEUTICAL COMPANIES, INC. | ' |
Entity Central Index Key | '0000878088 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Non-accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 100 |
Entity Well-known Seasoned Issuer | 'No | ' |
Entity Voluntary Filers | 'Yes | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Public Float | ' | $0 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $130,080 | $36,794 |
Available for sale marketable debt securities | 3,541 | 11,727 |
Accounts receivable, net | 143,279 | 123,091 |
Inventories | 117,307 | 112,174 |
Prepaid expenses and other current assets | 13,980 | 31,720 |
Deferred income tax assets | 55,932 | 56,364 |
Income taxes receivable | 1,458 | 2,198 |
Total current assets | 465,577 | 374,068 |
Property, plant and equipment, net | 127,276 | 131,630 |
Intangible assets, net | 1,092,648 | 1,375,999 |
Goodwill | 849,652 | 850,652 |
Other assets | 96,342 | 108,264 |
Total assets | 2,631,495 | 2,840,613 |
Current liabilities: | ' | ' |
Current portion of long-term debt | 21,462 | 10,550 |
Accounts payable | 31,181 | 37,674 |
Payables due to distribution agreement partners | 79,117 | 66,520 |
Accrued salaries and employee benefits | 20,700 | 12,924 |
Accrued government pricing liabilities | 35,829 | 42,162 |
Accrued legal fees | 4,395 | 4,753 |
Accrued legal settlements | 41,367 | 68,976 |
Payable to former Anchen securityholders | 2,305 | 13,399 |
Accrued interest payable | 7,629 | 9,336 |
Accrued expenses and other current liabilities | 14,986 | 10,496 |
Total current liabilities | 258,971 | 276,790 |
Long-term liabilities | 20,322 | 14,119 |
Non-current deferred tax liabilities | 288,783 | 372,796 |
Long-term debt, less current portion | 1,516,057 | 1,531,813 |
Commitments and contingencies | 0 | 0 |
Stockholders' equity: | ' | ' |
Common stock, $0.001 par value per share, 100 shares authorized and issued | 0 | 0 |
Additional paid-in capital | 686,577 | 677,650 |
Accumulated deficit | -138,416 | -32,545 |
Accumulated other comprehensive (loss) income | -799 | -10 |
Total stockholders' equity | 547,362 | 645,095 |
Total liabilities and stockholders’ equity | $2,631,495 | $2,840,613 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Successor [Member] | Predecessor [Member] | |
Common Stock, par value | $0.00 | $0.00 |
Common Stock, shares authorized | 100 | 100 |
Common Stock, shares issued | 100 | 100 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 3 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2013 | Sep. 28, 2012 | Dec. 31, 2011 |
Successor [Member] | Successor [Member] | Predecessor [Member] | Predecessor [Member] | |
Revenues: | ' | ' | ' | ' |
Net product sales | $237,338 | $1,062,453 | $780,797 | $887,495 |
Other product related revenues | 8,801 | 35,014 | 23,071 | 38,643 |
Total revenues | 246,139 | 1,097,467 | 803,868 | 926,138 |
Cost of goods sold, excluding amortization expense | 157,893 | 595,166 | 431,174 | 526,288 |
Amortization expense | 42,801 | 184,258 | 30,344 | 13,106 |
Total cost of goods sold | 200,694 | 779,424 | 461,518 | 539,394 |
Gross margin | 45,445 | 318,043 | 342,350 | 386,744 |
Operating expenses: | ' | ' | ' | ' |
Research and development | 19,383 | 100,763 | 66,606 | 46,538 |
Selling, general and administrative | 45,525 | 155,164 | 165,604 | 173,378 |
Intangible asset impairment | 0 | 100,093 | 5,700 | 0 |
Settlements and loss contingencies, net | 10,059 | 25,650 | 45,000 | 190,560 |
Restructuring costs | 241 | 1,816 | 0 | 26,986 |
Total operating expenses | 75,208 | 383,486 | 282,910 | 437,462 |
Gain on sale of product rights and other | 0 | 0 | 0 | 125 |
Operating (loss) income | -29,763 | -65,443 | 59,440 | -50,593 |
Gain on marketable securities and other investments, net | 0 | 1,122 | 0 | 237 |
Gain on bargain purchase | 5,500 | 0 | 0 | 0 |
Interest income | 50 | 87 | 424 | 736 |
Interest expense | -25,985 | -95,484 | -9,159 | -2,676 |
Loss on debt extinguishment | 0 | -7,335 | 0 | 0 |
(Loss) income from continuing operations before (benefit) provision for income taxes | -50,198 | -167,053 | 50,705 | -52,296 |
(Benefit) provision for income taxes | -17,682 | -61,182 | 29,447 | -5,996 |
(Loss) income from continuing operations | -32,516 | -105,871 | 21,258 | -46,300 |
Discontinued operations: | ' | ' | ' | ' |
Provision (benefit) for income taxes | 29 | 0 | 83 | -20,155 |
(Loss) income from discontinued operations | -29 | 0 | -83 | 20,155 |
Net (loss) income | ($32,545) | ($105,871) | $21,175 | ($26,145) |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Income (Loss) (USD $) | 3 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2013 | Sep. 28, 2012 | Dec. 31, 2011 |
Successor [Member] | Successor [Member] | Predecessor [Member] | Predecessor [Member] | |
Net (loss) income | ($32,545) | ($105,871) | $21,175 | ($26,145) |
Other comprehensive (loss) income: | ' | ' | ' | ' |
Unrealized (loss) gain on marketable securities, net of tax | -10 | -27 | 36 | -124 |
Unrealized loss on cash flow hedges, net of tax | 0 | -1,411 | 0 | 0 |
Less: reclassification adjustment for net losses included in net income (loss), net of tax | 0 | 649 | 0 | 0 |
Other comprehensive (loss) income | -10 | -789 | 36 | -124 |
Comprehensive (loss) income | ($32,555) | ($106,660) | $21,211 | ($26,269) |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Total | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] |
In Thousands, unless otherwise specified | Common Stock [Member] | Additional Paid-In Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income/(Loss) [Member] | Treasury Stock [Member] | Common Stock [Member] | Additional Paid-In Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income/(Loss) [Member] | Treasury Stock [Member] | |||
Beginning balance at Dec. 31, 2010 | ' | $628,444 | $389 | $373,764 | $329,129 | $137 | ($74,975) | ' | ' | ' | ' | ' | ' |
Beginning balance (in shares) at Dec. 31, 2010 | ' | ' | 38,873 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income (loss) | ' | -26,145 | ' | ' | -26,145 | ' | ' | ' | ' | ' | ' | ' | ' |
Unrealized loss on available for sale securities, net of tax | ' | -124 | ' | ' | ' | -124 | ' | ' | ' | ' | ' | ' | ' |
Exercise of stock options | ' | 10,350 | 7 | 10,343 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise of stock options (in shares) | ' | ' | 668 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Tax benefit from share-based compensation | ' | -649 | ' | -649 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employee stock purchase program | ' | 333 | ' | 333 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase of treasury stock | ' | -8,004 | ' | ' | ' | ' | -8,004 | ' | ' | ' | ' | ' | ' |
Reclassification adjustment for net losses included in net loss, $1,014 net of tax of $365 | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Compensatory arrangements | ' | 9,830 | ' | 9,830 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash settlement of share-based compensation | ' | -4,133 | ' | -4,133 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted stock grants | ' | 0 | 1 | -1 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted stock grants (in shares) | ' | ' | 170 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Forfeitures of restricted stock | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Forfeitures of restricted stock (in shares) | ' | ' | -33 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Other | ' | -321 | ' | -321 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ending balance at Dec. 31, 2011 | ' | 609,581 | 397 | 389,166 | 302,984 | 13 | -82,979 | ' | ' | ' | ' | ' | ' |
Ending balance (in shares) at Dec. 31, 2011 | ' | ' | 39,678 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income (loss) | ' | -28,723 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ending balance at Mar. 31, 2012 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Beginning balance at Dec. 31, 2011 | ' | 609,581 | 397 | 389,166 | 302,984 | 13 | -82,979 | ' | ' | ' | ' | ' | ' |
Beginning balance (in shares) at Dec. 31, 2011 | ' | ' | 39,678 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income (loss) | ' | 21,175 | ' | ' | 21,175 | ' | ' | ' | ' | ' | ' | ' | ' |
Unrealized loss on available for sale securities, net of tax | ' | 36 | ' | ' | ' | 36 | ' | ' | ' | ' | ' | ' | ' |
Exercise of stock options | ' | 11,316 | 4 | 11,312 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Exercise of stock options (in shares) | ' | 1,659 | 394 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Tax benefit from share-based compensation | ' | 7,946 | ' | 7,946 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employee stock purchase program | ' | 266 | ' | 266 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase of treasury stock | ' | -2,163 | ' | ' | ' | ' | -2,163 | ' | ' | ' | ' | ' | ' |
Reclassification adjustment for net losses included in net loss, $1,014 net of tax of $365 | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Compensatory arrangements | ' | 7,282 | ' | 7,282 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted stock grants | ' | 0 | 1 | -1 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted stock grants (in shares) | ' | ' | 99 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Forfeitures of restricted stock | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Forfeitures of restricted stock (in shares) | ' | ' | -10 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ending balance at Sep. 28, 2012 | ' | 655,439 | 402 | 415,971 | 324,159 | 49 | -85,142 | ' | 0 | ' | ' | ' | 0 |
Ending balance (in shares) at Sep. 28, 2012 | ' | ' | 40,161 | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' |
Beginning balance at Jun. 30, 2012 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income (loss) | ' | -1,379 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ending balance at Sep. 28, 2012 | ' | 655,439 | ' | ' | ' | ' | ' | 0 | 0 | ' | ' | ' | 0 |
Ending balance (in shares) at Sep. 28, 2012 | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income (loss) | ' | ' | ' | ' | ' | ' | ' | 1,588 | ' | ' | ' | ' | ' |
Ending balance at Sep. 30, 2012 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Beginning balance at Sep. 28, 2012 | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | 0 | 0 | 0 | 0 |
Beginning balance (in shares) at Sep. 28, 2012 | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income (loss) | ' | ' | ' | ' | ' | ' | ' | -32,545 | ' | ' | -32,545 | ' | ' |
Unrealized loss on available for sale securities, net of tax | ' | ' | ' | ' | ' | ' | ' | -10 | ' | ' | ' | -10 | ' |
Capital contribution from parent | ' | ' | ' | ' | ' | ' | ' | 675,410 | ' | 675,410 | ' | ' | ' |
Reclassification adjustment for net losses included in net loss, $1,014 net of tax of $365 | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' |
Compensatory arrangements | ' | ' | ' | ' | ' | ' | ' | 2,240 | ' | 2,240 | ' | ' | ' |
Ending balance at Dec. 31, 2012 | ' | ' | ' | ' | ' | ' | ' | 645,095 | 0 | 677,650 | -32,545 | -10 | 0 |
Ending balance (in shares) at Dec. 31, 2012 | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' |
Beginning balance at Sep. 30, 2012 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income (loss) | ' | ' | ' | ' | ' | ' | ' | -34,133 | ' | ' | ' | ' | ' |
Ending balance at Dec. 31, 2012 | ' | ' | ' | ' | ' | ' | ' | 645,095 | 0 | ' | ' | ' | 0 |
Ending balance (in shares) at Dec. 31, 2012 | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income (loss) | ' | ' | ' | ' | ' | ' | ' | -14,746 | ' | ' | ' | ' | ' |
Ending balance at Mar. 31, 2013 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Beginning balance at Dec. 31, 2012 | 645,095 | ' | ' | ' | ' | ' | ' | 645,095 | 0 | 677,650 | -32,545 | -10 | 0 |
Beginning balance (in shares) at Dec. 31, 2012 | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income (loss) | -105,871 | ' | ' | ' | ' | ' | ' | -105,871 | ' | ' | -105,871 | ' | ' |
Unrealized loss on available for sale securities, net of tax | -27 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -27 | ' |
Unrealized loss on cash flow hedges, $2,203 net of tax of $792 | -1,411 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -1,411 | ' |
Reclassification adjustment for net losses included in net loss, $1,014 net of tax of $365 | ' | ' | ' | ' | ' | ' | ' | 649 | ' | ' | ' | -649 | ' |
Compensatory arrangements | 9,154 | ' | ' | ' | ' | ' | ' | ' | ' | 9,154 | ' | ' | ' |
Cash settlement of share-based compensation | -327 | ' | ' | ' | ' | ' | ' | ' | ' | -327 | ' | ' | ' |
Cash contribution from Holdings Board Member | 100 | ' | ' | ' | ' | ' | ' | ' | ' | 100 | ' | ' | ' |
Ending balance at Dec. 31, 2013 | 547,362 | ' | ' | ' | ' | ' | ' | 547,362 | 0 | 686,577 | -138,416 | -799 | 0 |
Ending balance (in shares) at Dec. 31, 2013 | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' |
Beginning balance at Sep. 30, 2013 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net income (loss) | ' | ' | ' | ' | ' | ' | ' | -40,035 | ' | ' | ' | ' | ' |
Ending balance at Dec. 31, 2013 | ' | ' | ' | ' | ' | ' | ' | $547,362 | $0 | ' | ' | ' | $0 |
Ending balance (in shares) at Dec. 31, 2013 | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' |
Consolidated_Statements_of_Sto1
Consolidated Statements of Stockholders' Equity (Parenthetical) (USD $) | 9 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Sep. 28, 2012 | Dec. 31, 2011 | Dec. 31, 2012 | Dec. 31, 2013 |
Predecessor [Member] | Predecessor [Member] | Successor [Member] | Successor [Member] | |
Unrealized loss on available for sale securities, before tax | ($48) | ($188) | ($17) | ($43) |
Unrealized loss on available for sale securities, tax | -12 | -64 | -7 | -16 |
Unrealized loss on cash flow hedges, before tax | ' | ' | ' | -2,203 |
Unrealized loss on cash flow hedges, tax | ' | ' | ' | -792 |
Reclassification adjustment for net losses included in net loss, before tax | ' | ' | ' | 1,014 |
Reclassification adjustment for net losses included in net loss, tax | ' | ' | ' | $365 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 3 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2013 | Sep. 28, 2012 | Dec. 31, 2011 |
Successor [Member] | Successor [Member] | Predecessor [Member] | Predecessor [Member] | |
Cash flows from operating activities: | ' | ' | ' | ' |
Net (loss) income | ($32,545) | ($105,871) | $21,175 | ($26,145) |
Deduct (Loss) income from discontinued operations | -29 | 0 | -83 | 20,155 |
(Loss) income from continuing operations | -32,516 | -105,871 | 21,258 | -46,300 |
Adjustments to reconcile net income to net cash provided by operating activities: | ' | ' | ' | ' |
Deferred income taxes | -21,590 | -81,847 | 12,103 | -3,257 |
Resolution of tax contingencies | 0 | 0 | -5,256 | -4,405 |
Amortization of debt issuance costs | 2,633 | 10,734 | 1,876 | 1,400 |
Depreciation and amortization | 50,348 | 207,646 | 44,426 | 28,036 |
Cost of goods on acquired inventory step up | 21,543 | 6,557 | 0 | 0 |
Intangible asset impairment | 0 | 100,093 | 5,700 | 24,226 |
Allowances against accounts receivable | 33,232 | 44,367 | 19,206 | 24,439 |
Share-based compensation expense | 2,240 | 9,154 | 7,282 | 9,830 |
Gain on bargain purchase | -5,500 | 0 | 0 | 0 |
Loss on debt extinguishment | 0 | 7,335 | 0 | 0 |
Other, net | 338 | 438 | 159 | 1,298 |
Changes in assets and liabilities: | ' | ' | ' | ' |
Increase in accounts receivable | -42,421 | -64,554 | -7,168 | -39,588 |
(Increase) decrease in inventories | -15,013 | -11,690 | 15,838 | -12,191 |
Decrease (increase) in prepaid expenses and other assets | -22,770 | 16,846 | -21,315 | -2,854 |
Increase (decrease) in accounts payable, accrued expenses and other liabilities, excluding DOJ payment | -23,351 | 1,180 | 58,050 | 39,200 |
Payment to Department of Justice (DOJ) | 0 | -46,071 | 0 | 0 |
Increase (decrease) in payables due to distribution agreement partners | 10,537 | 12,597 | -13,376 | 43,264 |
Decrease in income taxes receivable/payable | 13,710 | 6,130 | 14,977 | 1,880 |
Net cash provided by (used in) operating activities | -28,580 | 113,044 | 153,760 | 64,978 |
Cash flows from investing activities: | ' | ' | ' | ' |
Capital expenditures | -10,306 | -17,465 | -11,454 | -11,600 |
Adjustment to purchase price of Anchen acquisition | 0 | 0 | 3,786 | 0 |
Sky Growth Merger | -1,908,725 | 0 | 0 | 0 |
Business acquisitions, net of any cash acquired | -110,000 | -1,733 | -34,868 | -412,753 |
Purchases of intangibles | 0 | -1,000 | -15,000 | -34,450 |
Purchases of available for sale marketable debt securities | 0 | 0 | -6,566 | -26,026 |
Proceeds from available for sale of marketable debt securities | 2,500 | 8,000 | 17,500 | 26,973 |
Net cash used in investing activities | -2,026,531 | -12,198 | -46,602 | -457,856 |
Cash flows from financing activities: | ' | ' | ' | ' |
Proceeds from debt | 1,545,000 | 198,889 | 0 | 350,000 |
Proceeds from equity contributions, net | 675,466 | 1,616 | 0 | 0 |
Payment of debt | -339,512 | -206,881 | -8,750 | -4,375 |
Payments to extinguish debt | 0 | -1,412 | 0 | 0 |
Debt issuance costs | -67,928 | 0 | 0 | -7,451 |
Proceeds from share-based compensation plans | 0 | 0 | 11,582 | 10,683 |
Excess tax benefits on share-based compensation | 0 | 228 | 8,536 | 0 |
Purchase of treasury stock | 0 | 0 | -2,163 | -8,004 |
Cash settlement of share-based compensation | 0 | 0 | 0 | -4,133 |
Net cash (used in) provided by financing activities | 1,813,026 | -7,560 | 9,205 | 336,720 |
Net increase (decrease) in cash and cash equivalents | -242,085 | 93,286 | 116,363 | -56,158 |
Cash and cash equivalents at beginning of period | 278,879 | 36,794 | 162,516 | 218,674 |
Cash and cash equivalents at end of period | 36,794 | 130,080 | 278,879 | 162,516 |
Cash paid (received) during the period for: | ' | ' | ' | ' |
Income taxes, net | -11,667 | 14,902 | 6,165 | -260 |
Interest paid | 13,969 | 86,187 | 6,615 | 1,361 |
Non-cash transactions: | ' | ' | ' | ' |
Capital expenditures incurred but not yet paid | 460 | 2,254 | 708 | 764 |
Equity contribution from management shareholders | $4,131 | $0 | $0 | $0 |
Notes_to_Consolidated_Financia
Notes to Consolidated Financial Statements | 12 Months Ended |
Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Notes to Consolidated Financial Statements | ' |
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS | |
Par Pharmaceutical Companies, Inc. operates primarily through its wholly owned subsidiary, Par Pharmaceutical, Inc. (collectively referred to herein as “the Company,” “we,” “our,” or “us”), in two business segments. Our generic products division, Par Pharmaceutical (“Par”), develops (including through third party development arrangements and product acquisitions), manufactures and distributes generic pharmaceuticals in the United States. Our branded products division, Strativa Pharmaceuticals (“Strativa”), acquires (generally through third party development arrangements), manufactures and distributes branded pharmaceuticals in the United States. The products we market are principally in the solid oral dosage form (tablet, caplet and two-piece hard-shell capsule), although we also distribute several oral suspension products, and nasal spray products. | |
We were acquired at the close of business on September 28, 2012 through a merger transaction with Sky Growth Acquisition Corporation, a wholly-owned subsidiary of Sky Growth Holdings Corporation (“Holdings”). Holdings was formed by investment funds affiliated with TPG Capital, L.P. (“TPG” and, together with certain affiliated entities, collectively, the “Sponsor”). Holdings is owned by affiliates of the Sponsor and members of management. The acquisition was accomplished through a reverse subsidiary merger of Sky Growth Acquisition Corporation with and into the Company, with the Company being the surviving entity (the “Merger”). Subsequent to the Merger, we became an indirect, wholly owned subsidiary of Holdings (see Note 2, “Sky Growth Merger”). Prior to September 29, 2012, the Company operated as a public company with its common stock traded on the New York Stock Exchange. | |
Although the Company continued as the same legal entity after the Merger, the accompanying consolidated statements of operations, comprehensive income (loss), stockholders’ equity and cash flows are presented for two periods in 2012: Predecessor and Successor, which relate to the period preceding the Merger (January 1, 2012 to September 28, 2012) and the period succeeding the Merger (September 29, 2012 to December 31, 2012). The Merger and the allocation of the purchase price were recorded as of September 29, 2012. Although the accounting policies followed by the Company are consistent for the Predecessor and Successor periods, with the exception of the change in the annual evaluation date for goodwill from December 31st to October 1st, financial information for such periods have been prepared under two different historical cost bases of accounting and are therefore not comparable. The results of the periods presented are not necessarily indicative of the results that may be achieved in future periods. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | |
Dec. 31, 2013 | ||
Accounting Policies [Abstract] | ' | |
Summary of Significant Accounting Policies | ' | |
Summary of Significant Accounting Policies: | ||
Principles of Consolidation: | ||
The consolidated financial statements include the accounts of the Company with certain items pushed down from Holdings, principally share-based compensation. Holdings and its wholly owned subsidiaries include Par Pharmaceutical Companies, Inc. and Par Pharmaceutical, Inc. where the operations of the Company are conducted and which are the obligators under the Senior Credit Facilities and the 7.375% Senior Notes (refer to Note 13 - "Debt"). All intercompany transactions are eliminated in consolidation. | ||
Basis of Financial Statement Presentation: | ||
Our accounting and reporting policies conform to the accounting principles generally accepted in the United States of America (U.S. GAAP). The Financial Accounting Standards Board (“FASB”) codified all the accounting standards and principles in the Accounting Standards Codification (“ASC”) as the single source of U.S. GAAP recognized by the FASB to be applied by nongovernmental entities in preparation of financial statements in conformity with U.S. GAAP. Rules and interpretive releases of the Securities and Exchange Commission (the “SEC”) under federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. All content within the ASC carries the same level of authority. | ||
As a result of the Merger, a new basis of accounting was established as of September 29, 2012. The consolidated financial statements and notes differentiate the results of operations and cash flows for the year ended December 31, 2013 and the period from September 29, 2012 to December 31, 2012 denoting the new basis of accounting as “Successor” in such statements, with a black line separating that information from the results of operations and cash flows for the period from January 1, 2012 to September 28, 2012 and the year ended December 31, 2011 which is identified as “Predecessor” in such statements and which reflects the basis of accounting prior to the Merger. For additional information on the effects of the Merger, including a discussion of the Company’s accounting for the Merger, refer to Note 2, “Sky Growth Merger”. | ||
Use of Estimates: | ||
The consolidated financial statements include certain amounts that are based on management’s best estimates and judgments. Estimates are used in determining such items as provisions for sales returns, rebates and incentives, chargebacks, and other sales allowances, depreciable/amortizable lives, asset impairments, excess inventory, valuation allowance on deferred taxes, purchase price allocations and amounts recorded for contingencies and accruals. Because of the uncertainties inherent in such estimates, actual results may differ from these estimates. Management periodically evaluates estimates used in the preparation of the consolidated financial statements for continued reasonableness. | ||
Use of Forecasted Financial Information in Accounting Estimates: | ||
The use of forecasted financial information is inherent in many of our accounting estimates, including but not limited to, determining the estimated fair value of goodwill and intangible assets, matching intangible amortization to underlying benefits (e.g. sales and cash inflows), establishing and evaluating inventory reserves, and evaluating the need for valuation allowances for deferred tax assets. Such forecasted financial information is comprised of numerous assumptions regarding our future revenues, cash flows, and operational results. Management believes that its financial forecasts are reasonable and appropriate based upon current facts and circumstances. Because of the inherent nature of forecasts, however, actual results may differ from these forecasts. Management regularly reviews the information related to these forecasts and adjusts the carrying amounts of the applicable assets prospectively, if and when actual results differ from previous estimates. | ||
Cash and Cash Equivalents: | ||
We consider all highly liquid money market instruments with an original maturity of three months or less when purchased to be cash equivalents. These amounts are stated at cost, which approximates fair value. At December 31, 2013, cash equivalents were held in a number of money market funds and consisted of immediately available fund balances. We maintain our cash deposits and cash equivalents with well-known and stable financial institutions. At December 31, 2013, our cash and cash equivalents were invested primarily in AAA-rated money market funds, which hold high-grade corporate securities or invest in government and/or government agency securities. We have not experienced any losses on our deposits of cash and cash equivalents to date. | ||
Our primary source of liquidity is cash received from customers. In the year ended December 31, 2013 (Successor), we collected $1,150 million with respect to net product sales. In the period from September 29, 2012 to December 31, 2012 (Successor), we collected $258 million with respect to net product sales. In the period from January 1, 2012 to September 28, 2012 (Predecessor), we collected $854 million with respect to net product sales. We collected $941 million in the year ended December 31, 2011 (Predecessor) with respect to net product sales. Our primary use of liquidity includes funding of general operating expenses, normal course payables due to distribution agreement partners, capital expenditures, business development and product acquisition activities, and corporate acquisitions. | ||
The ability to monetize our current product portfolio, our product pipeline, and future product acquisitions and generate sufficient operating cash flows that along with existing cash, cash equivalents and available for sale securities will allow us to meet our financial obligations over the foreseeable future. The timing of our future financial obligations and the introduction of products in the pipeline as well as future product acquisitions may require additional debt and/or equity financing; there can be no assurances that we will be able to obtain any such additional financing when needed or on acceptable or favorable terms. | ||
Concentration of Credit Risk: | ||
Financial instruments that potentially subject us to credit risk consist of trade receivables. We market our products primarily to wholesalers, drug store chains, supermarket chains, mass merchandisers, distributors, mail order accounts and drug distributors. We believe the risk associated with this concentration is somewhat limited due to the number of customers and their geographic dispersion and our performance of certain credit evaluation procedures (see Note 8 – “Accounts Receivable - Major Customers - Gross Accounts Receivable”). | ||
Investments in Debt and Marketable Equity Securities: | ||
We determine the appropriate classification of all debt and marketable equity securities as held-to-maturity, available-for-sale or trading at the time of purchase, and re-evaluate such classification as of each balance sheet date in accordance with FASB ASC 320. Investments in equity securities that have readily determinable fair values are classified and accounted for as available for sale. We assess whether temporary or other-than-temporary unrealized losses on our marketable securities have occurred due to declines in fair value or other market conditions based on the extent and duration of the decline, as well as other factors. Because we have determined that all of our debt and marketable equity securities are available for sale, unrealized gains and losses are reported as a component of accumulated other comprehensive income (loss) in stockholders’ equity. Any other-than-temporary unrealized losses would be recorded in the consolidated statement of operations. | ||
Inventories: | ||
Inventories are typically stated at the lower of cost (first‑in, first‑out basis) or market value. As detailed in Note 2, “Sky Growth Merger”, a fair value adjustment increased inventories to market value at September 28, 2012, which was greater than cost. A portion of the fair value adjustment was expensed ratably as part of cost of goods sold on the consolidated statements of operations in the period from September 29, 2012 to December 31, 2012 (Successor). The remaining balance was expensed in the first quarter of 2013. The nature of the costs capitalized for inventories are generally related to amounts required to acquire materials and amounts incurred to produce salable goods. We establish reserves for our inventory to reflect situations in which the cost of the inventory is not expected to be recovered. In evaluating whether inventory is stated at the lower of cost or market, management considers such factors as the amount of inventory on hand, estimated time required to sell such inventory, remaining shelf life, remaining contractual terms of any supply and distribution agreements including authorized generic agreements, and current expected market conditions, including level of competition. Such evaluations utilize forecasted financial information. We record provisions for inventory to cost of goods sold. | ||
Property, Plant and Equipment: | ||
As detailed in Note 2, “Sky Growth Merger”, property, plant and equipment was increased to its fair value in the allocation of purchase price as of September 28, 2012. The revised carrying values of the property, plant and equipment are depreciated over their remaining useful lives. The costs of repairs and maintenance are expensed when incurred, while expenditures for refurbishments and improvements that significantly add to the productive capacity or extend the useful life of an asset are capitalized. | ||
Depreciation and Amortization: | ||
Property, plant and equipment are depreciated on a straight‑line basis over their estimated useful lives. Leasehold improvements are amortized over the shorter of their estimated useful life or the term of the lease. The following is the estimated useful life for each applicable asset group: | ||
Buildings | 10 to 40 years | |
Machinery and equipment | 3 to 15 years | |
Office equipment, furniture and fixtures | 3 to 7 years | |
Computer software and hardware | 3 to 7 years | |
Impairment of Long-lived Assets: | ||
We evaluate long-lived assets, including intangible assets with definite lives, for impairment periodically or whenever events or other changes in circumstances indicate that the carrying value of an asset may no longer be recoverable. If such circumstances are determined to exist, projected undiscounted future cash flows to be generated by the long-lived asset or the appropriate grouping of assets, is compared to the carrying value to determine whether impairment exists at its lowest level of identifiable cash flows. If impairment is identified, a loss is recorded equal to the excess of the asset’s net book value over its fair value, and the cost basis is adjusted. Our judgments related to the expected useful lives of long-lived assets and our ability to realize undiscounted cash flows in excess of the carrying amounts of such assets are affected by factors such as ongoing maintenance and improvements of the assets, changes in economic conditions, our ability to successfully launch products, and changes in operating performance. In addition, we regularly evaluate our other assets and may accelerate depreciation over the revised useful life if the asset has limited future value. | ||
Costs of Computer Software: | ||
We capitalize certain costs associated with computer software developed or obtained for internal use in accordance with the provisions of ASC 350-40. We capitalize those costs from the acquisition of external materials and services associated with developing or obtaining internal use computer software. We capitalize certain payroll costs for employees that are directly associated with internal use computer software projects once specific criteria of FASB ASC 350-40 are met. Those costs that are associated with preliminary stage activities, training, maintenance, and all other post-implementation stage activities are expensed as they are incurred. All costs capitalized in connection with internal use computer software projects are amortized on a straight-line basis over a useful life of three to seven years, beginning when the software is ready for its intended use. | ||
Research and Development Agreements: | ||
Research and development costs are expensed as incurred. These expenses include the costs of our internal product development efforts, acquired in-process research and development, as well as costs incurred in connection with our third party collaboration efforts. Milestone payments made under contract research and development arrangements or product licensing arrangements prior to regulatory approval of the associated product are expensed when the milestone is achieved. Once the product receives regulatory approval we record any subsequent milestone payments as intangible assets. We make the determination to capitalize or expense amounts related to the development of new products and technologies through agreements with third parties based on our ability to recover our cost in a reasonable period of time from the estimated future cash flows anticipated to be generated pursuant to each agreement. Market (including competition), regulatory and legal factors, among other things, may affect the realizability of the projected cash flows that an agreement was initially expected to generate. We regularly monitor these factors and subject all capitalized costs to periodic impairment testing. | ||
Costs for Patent Litigation and Legal Proceedings: | ||
Costs for patent litigation or other legal proceedings are expensed as incurred and included in selling, general and administrative expenses. | ||
Goodwill and Intangible Assets: | ||
We determine the estimated fair values of goodwill and intangible assets with definite and/or indefinite lives based on valuations performed at the time of their acquisition in accordance with ASC 350. Such valuations utilize forecasted financial information. In addition, certain amounts paid to third parties related to the development of new products and technologies, as described above, are capitalized and included in intangible assets on the accompanying consolidated balance sheets. | ||
Goodwill and indefinite lived intangible assets are evaluated for impairment annually. We may first consider qualitative factors as set forth in the guidance, when appropriate to determine if it is more likely than not (defined as 50% or more) that the fair value of the reporting unit is less than its carrying amount. If it is determined that it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, no additional steps are taken. If we chose not to consider qualitative factors or it is determined that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the Company then uses a two-step process that compares the fair value of the reporting unit to which the goodwill is assigned to the reporting unit’s carrying amount, including goodwill. The first step is to identify a potential impairment, and the second step measures the amount of the impairment loss, if any. Goodwill is impaired if the carrying amount of a reporting unit’s goodwill exceeds its estimated fair value. As of October 1, 2013, Par performed its annual goodwill impairment assessment and of our intangible assets with indefinite lives noting no impairment of goodwill and impairment of certain of our intangible assets, refer to Note 11 - "Intangible Assets, net". No changes in business or other factors are known as of the December 31, 2013 balance sheet date that would necessitate an evaluation for impairment. | ||
Definite-lived intangibles are amortized on an accelerated basis over their estimated useful life, based on the specific asset and the timing of recoverability from expected future cash flows. | ||
We review the carrying value of our long-term assets for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. | ||
As discussed above with respect to determining an asset’s fair value and useful life, because this process involves management making certain estimates and because these estimates form the basis of the determination of whether or not an impairment charge should be recorded, these estimates are considered to be critical accounting estimates. We will continue to assess the carrying value of our goodwill and intangible assets in accordance with applicable accounting guidance. | ||
Income Taxes: | ||
We account for income taxes in accordance with ASC 740. Deferred taxes are provided using the asset and liability method, whereby deferred income taxes result from temporary differences between the reported amounts in the financial statements and the tax basis of assets and liabilities, as measured by presently enacted tax rates. We establish valuation allowances against deferred tax assets when it is more likely than not that the realization of those deferred tax assets will not occur. In establishing valuation allowances, management makes estimates such as projecting future taxable income. Such estimates utilize forecasted financial information. | ||
ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for financial statement recognition, measurement and disclosure of tax positions that a company has taken or expects to be taken in a tax return. Additionally, ASC 740-10 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods and transition. See Note 17, “Income Taxes”. | ||
Revenue Recognition and Accounts Receivable Reserves and Allowances: | ||
We recognize revenues for product sales when title and risk of loss transfer to our customers, when reliable estimates of rebates, chargebacks, returns and other adjustments can be made, and collectability is reasonably assured. Included in our recognition of revenues are estimated provisions for sales allowances, the most significant of which include rebates, chargebacks, product returns, and other sales allowances, recorded as reductions to gross revenues, with corresponding adjustments to the accounts receivable reserves and allowances (see Note 8 – “Accounts Receivable”). In addition, we record estimates for rebates paid under federal and state government Medicaid drug reimbursement programs as reductions to gross revenues, with corresponding adjustments to accrued liabilities. We have the experience and access to relevant information that we believe are necessary to reasonably estimate the amounts of such deductions from gross revenues. Some of the assumptions we use for certain of our estimates are based on information received from third parties, such as customers’ inventories at a particular point in time and market data, or other market factors beyond our control. The estimates that are most critical to our establishment of these reserves, and therefore would have the largest impact if these estimates were not accurate, are our estimates of non-contract sales volumes, average contract pricing, customer inventories, processing time lags, and return volumes. We regularly review the information related to these estimates and adjust our reserves accordingly, if and when actual experience differs from previous estimates. | ||
Distribution Costs: | ||
We record distribution costs related to shipping product to our customers, primarily through the use of common carriers or external distribution services, in selling, general and administrative expenses. Distribution costs for the year ended December 31, 2013 (Successor) were approximately $4.6 million. Distribution costs for the period from September 29, 2012 to December 31, 2012 (Successor) were approximately $1.0 million. Distribution costs for the period from January 1, 2012 to September 28, 2012 (Predecessor) were approximately $2.3 million. Distribution costs were approximately $2.5 million for 2011 (Predecessor). | ||
Fair Value of Financial Instruments: | ||
The carrying amounts of our cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair values based upon the relatively short-term nature of these financial instruments. | ||
Concentration of Suppliers of Distributed Products and Internally Manufactured Products: | ||
We have entered into a number of license and distribution agreements pursuant to which we distribute generic pharmaceutical products and brand products developed and/or supplied to us by certain third parties. We have also entered into contract manufacturing agreements for third-parties to manufacture some of our own generic products for us. For the year ended December 31, 2013 (Successor), a significant percentage of our total net product sales were generated from such contract-manufactured and/or licensed products. We cannot provide assurance that the efforts of our contractual partners will continue to be successful, that we will be able to renew such agreements or that we will be able to enter into new agreements in the future. Any alteration to or termination of our current material license and distribution agreements, our failure to enter into new and similar agreements, or the interruption of the supply of our products under such agreements or under our contract manufacturing agreements, could have a material adverse effect on our business, condition (financial and other), prospects or results of operations. | ||
We produce substantially all of our internally manufactured products at our manufacturing facilities in New York and in California as of December 31, 2013. A significant disruption at those facilities, even on a short-term basis, could impair our ability to produce and ship products to the market on a timely basis, which could have a material adverse effect on our business, financial position and results of operations. | ||
Segments: | ||
ASC 280-10 codifies the standards for reporting of financial information about operating segments in annual financial statements. Management considers our business to be in two reportable business segments, generic and brand pharmaceuticals. Refer to Note 20 – “Segment Information”. Our four largest customers in terms of net sales dollars; McKesson Drug Co.; Cardinal Health, Inc.; AmerisourceBergen Corporation; and CVS Caremark Corp., with each being greater than ten percent of our consolidated total revenues, accounted for approximately 70% of our consolidated total revenues for the year ended December 31, 2013. | ||
Contingencies and Legal Fees: | ||
We are subject to various patent litigations, product liability litigations, government investigations and other legal proceedings in the ordinary course of business. Legal fees and other expenses related to litigation are expensed as incurred and included in selling, general and administrative expenses. Contingent accruals are recorded when we determine that a loss is both probable and reasonably estimable. Due to the fact that legal proceedings and other contingencies are inherently unpredictable, our assessments involve significant judgment regarding future events. | ||
Debt Issuance Costs: | ||
We capitalize direct costs incurred with obtaining debt financing, which are included in other assets on the consolidated balance sheet. Debt issuance costs are amortized to interest expense over the term of the underlying debt using the effective interest method. We recognized amortized debt issuance costs of $10,734 thousand for the year ended December 31, 2013 (Successor), $2,829 thousand for the period September 29, 2012 to December 31, 2012 (Successor), $1,876 thousand for the period January 1, 2012 to September 28, 2012 (Predecessor), and $1,400 thousand in the year ended December 31, 2011 (Predecessor). | ||
Derivative Instruments and Hedging Activities | ||
As required by ASC 815, Derivatives and Hedging ("ASC 815"), we record all derivatives on our consolidated balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative, whether we have elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Derivatives may also be designated as hedges of the foreign currency exposure of a net investment in a foreign operation. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge. We may enter into derivative contracts that are intended to economically hedge certain of our risks, even though hedge accounting does not apply or we elect not to apply hedge accounting under ASC 815. | ||
Recent Accounting Pronouncements: | ||
In July 2013, the FASB issued Accounting Standards Update (ASU) No. 2013-10, “Derivatives and Hedging (Topic 815): Inclusion of the Fed Funds Effective Swap Rate (or Overnight Index Swap Rate) as a Benchmark Interest Rate for Hedge Accounting Purposes (a consensus of the FASB Emerging Issues Task Force).” The amendments in this ASU permit the Fed Funds Effective Swap Rate to be used as a U.S. benchmark interest rate for hedge accounting purposes, in addition to United States Treasury (UST) rates and London Inter-Bank Offered Rates (LIBOR). The amendments also remove the restriction on using different benchmark rates for similar hedges. Before the amendments in this Update, only UST and, for practical reasons, the LIBOR swap rate, were considered benchmark interest rates. Including the Fed Funds Effective Swap Rate as an acceptable U.S. benchmark interest rate in addition to UST and LIBOR will provide risk managers with a more comprehensive spectrum of interest rate resets to utilize as the designated benchmark interest rate risk component under the hedge accounting guidance. The amendments apply to all entities that elect to apply hedge accounting of the benchmark interest rate. The amendments are effective prospectively for qualifying new or redesignated hedging relationships entered into on or after July 17, 2013. The adoption of ASU 2013-10 did not have a material impact on our consolidated financial statements. | ||
In July 2013, the FASB has issued ASU No. 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (a consensus of the FASB Emerging Issues Task Force). U.S. GAAP does not include explicit guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The amendments in this ASU state that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. This ASU applies to all entities that have unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Early adoption is permitted. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted. We are evaluating the effect the adoption will have on our consolidated financial statements. |
Sky_Growth_Merger
Sky Growth Merger (Sky Growth Merger [Member]) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Sky Growth Merger [Member] | ' | ||||||||
Business Acquisition [Line Items] | ' | ||||||||
Business Acquisition Disclosure | ' | ||||||||
Sky Growth Merger: | |||||||||
The Transactions | |||||||||
We were acquired at the close of business on September 28, 2012 through a merger transaction with a wholly-owned subsidiary of Holdings. Holdings and its wholly-owned subsidiaries were formed by affiliates of TPG solely for the purposes of completing the Merger and the other related transactions. At the time of the Merger, each share of Company common stock issued and outstanding immediately prior to the close of the Merger was converted into the right to receive $50.00 in cash. Aggregate consideration tendered at September 28, 2012 was for 100% of the equity of the Company. Subsequent to the Merger, we became an indirect, wholly owned subsidiary of Holdings. The Merger was financed as follows: | |||||||||
• | Borrowings under the Company’s senior secured credit facilities (the “Senior Credit Facilities”) that was entered into in conjunction with the Merger consisting of: (i) a seven-year senior secured term loan facility and (ii) a $150,000 thousand senior secured revolving credit facility, which was undrawn at closing of the Merger; | ||||||||
• | Issuance of 7.375% senior notes due 2020 (the “Notes”); | ||||||||
• | Equity investments from Holdings funded by affiliates of TPG and management; and | ||||||||
• | Company cash on hand. | ||||||||
The Merger occurred simultaneously with: | |||||||||
• | The closing of the financing transactions and equity investments described above; and | ||||||||
• | The termination of the Company’s previous term loan facility and revolving credit facility. Amounts outstanding under these facilities were paid off at the closing of the Merger. | ||||||||
The Merger was accounted for as a purchase business combination in accordance with ASC 805, Business Combinations, whereby the purchase price paid to effect the Merger was allocated to recognize the acquired assets and liabilities assumed at fair value. The acquisition method of accounting uses the fair value concept defined in ASC 820, “Fair Value Measurements and Disclosures.” ASC 805 requires, among other things, that most acquired assets and liabilities in a business purchase combination be recognized at their fair values as of the Merger date and that the fair value of acquired in-process research and development (“IPR&D”) be recorded on the balance sheet regardless of the likelihood of success of the related product or technology as of the completion of the Merger. The process for estimating the fair values of IPR&D, identifiable intangible assets and certain tangible assets requires the use of significant estimates and assumptions, including estimating future cash flows, developing appropriate discount rates, estimating the costs, timing and probability of success to complete in-process projects and projecting regulatory approvals. Under ASC 805, transaction costs are not included as a component of consideration transferred. The Merger related transaction costs were comprised of investment bank fees, accounting fees, legal fees, and other fees and were included in operating expenses as selling, general and administrative on the Consolidated Statements of Operations. The excess of the purchase price (consideration transferred) over the estimated amounts of identifiable assets acquired and liabilities assumed as of the effective date of the Merger was allocated to goodwill in accordance with ASC 805, which mainly represents intangible assets related to our know-how, including our workforce’s expertise in R&D and manufacturing that do not qualify for separate recognition. The purchase price allocation was subject to completion of our analysis of the fair value of the assets and liabilities as of the effective date of the Merger. The final valuation was completed as of September 30, 2013. | |||||||||
The sources and uses of funds in connection with the Transactions are summarized below ($ in thousands): | |||||||||
Sources: | Uses: | ||||||||
Senior secured term loan | $1,055,000 | Cash purchase of equity | $1,908,725 | ||||||
7.375% Senior notes | 490,000 | Prior debt and accrued interest | 337,704 | ||||||
Sponsor equity contribution | 690,000 | Total purchase price | 2,246,429 | ||||||
Company cash on hand | 144,791 | Transaction costs | 133,362 | ||||||
Total source of funds | $2,379,791 | Total use of funds | $2,379,791 | ||||||
The final allocation of the purchase price at September 29, 2012 was as follows ($ in thousands): | |||||||||
As of | |||||||||
29-Sep-12 | |||||||||
Cash on hand | $ | 278,879 | |||||||
Accounts receivable, net | 113,902 | ||||||||
Inventories | 118,704 | ||||||||
Property, plant and equipment, net | 129,416 | ||||||||
Intangible assets | 1,303,300 | ||||||||
Other current and non-current assets | 83,493 | ||||||||
Total identifiable assets | 2,027,694 | ||||||||
Accounts payable | 36,304 | ||||||||
Payables due to distribution agreement partners | 55,983 | ||||||||
Accrued government pricing liabilities | 43,010 | ||||||||
Accrued legal settlements | 58,917 | ||||||||
Other current liabilities | 89,231 | ||||||||
Other long-term liabilities | 12,568 | ||||||||
Deferred income taxes | 334,904 | ||||||||
Total liabilities assumed | 630,917 | ||||||||
Net identifiable assets acquired | 1,396,777 | ||||||||
Goodwill | 849,652 | ||||||||
Total purchase price allocation | $ | 2,246,429 | |||||||
The excess of the purchase price (consideration transferred) over the estimated amounts of identifiable assets acquired and liabilities assumed as of the effective date of the Merger was allocated to goodwill in accordance with ASC 805, which mainly represents intangible assets related to our know-how, including our workforce’s expertise in R&D and manufacturing that do not qualify for separate recognition. The purchase price allocation was subject to completion of our analysis of the fair value of the assets and liabilities as of the effective date of the Merger. The final valuation was completed as of September 30, 2013. Refer to Note 12 - "Goodwill", for changes during the year ended December 31, 2013. None of the goodwill identified above will be deductible for income tax purposes. | |||||||||
Supplemental Pro forma Information (unaudited) | |||||||||
The following unaudited pro forma information for the years ended December 31, 2012 and December 31, 2011 assumes the Merger occurred as of January 1, 2011. The pro forma information is not necessarily indicative either of the combined results of operations that actually would have been realized had the Merger been consummated during the periods for which pro forma information is presented, or is it intended to be a projection of future results or trends. | |||||||||
(in thousands) | December 31, | December 31, | |||||||
2012 | 2011 | ||||||||
Total revenues | $1,050,007 | $926,138 | |||||||
Loss from continuing operations | ($84,305 | ) | ($245,466 | ) | |||||
These amounts have been calculated after adjusting for the additional amortization and depreciation expense, cost of goods sold and interest expense that would have been recorded assuming the fair value adjustments to finite-lived intangible assets, property, plant and equipment, and inventory had been applied on January 1, 2011, and the debt incurred as a result of the Merger had been outstanding since January 1, 2011, together with the consequential tax effects. | |||||||||
Pro forma income from continuing operations for the twelve months ended December 31, 2012 was adjusted to exclude $28,235 thousand of Merger-related costs incurred with the consequential tax effects. These costs were primarily investment bank fees, accounting fees, legal fees, and other fees. Pro forma loss from continuing operations for the year ended December 31, 2011 was adjusted to include the Merger-related costs with the consequential tax effects. | |||||||||
Transactions with Manager | |||||||||
In connection with the Transactions, the Company entered into a management services agreement with an affiliate of TPG (the “Manager”) pursuant to which they received on the closing date an aggregate transaction fee of $20 million. In addition, pursuant to such agreement, and in exchange for on-going consulting and management advisory services, the Manager receives an annual monitoring fee paid quarterly equal to 1% of EBITDA as defined under the credit agreement for the Senior Credit Facilities. There is an annual cap of $4 million for this fee. The Manager also receives reimbursement for out-of-pocket expenses incurred in connection with services provided pursuant to the agreement. The Company recorded an expense of $3,611 thousand for consulting and management advisory service fees and out-of-pocket expenses which are included in selling, general and administrative expenses in the consolidated statement of operations in the year ended December 31, 2013 (Successor) and $675 thousand in the period from September 29, 2012 to December 31, 2012 (Successor). |
Acquisition_of_Divested_Produc
Acquisition of Divested Products from the Watson/Actavis Merger (Watson/Actavis Divestiture Products [Member]) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Watson/Actavis Divestiture Products [Member] | ' | |||||||
Business Acquisition [Line Items] | ' | |||||||
Business Acquisition Disclosure | ' | |||||||
Acquisition of Divested Products from the Watson/Actavis Merger: | ||||||||
As a result of the merger of Watson and Actavis, Par acquired on November 6, 2012, the U.S. marketing rights to five generic products that were marketed by Watson or Actavis, as well as eight Abbreviated New Drug Applications awaiting regulatory approval and a generic product in late-stage development for $110,000 thousand. Par also acquired a number of supply agreements each with a term of three years. The purchase price was paid in cash and funded from our cash on hand. | ||||||||
The acquisition was accounted for as a business combination and a bargain purchase under FASB ASC 805 Business Combinations. The purchase price of the acquisition was allocated to the assets acquired, with the excess of the fair value of assets acquired over the purchase price recorded as a gain. The gain was mainly attributed to the FTC mandated divestiture of products by Watson and Actavis in conjunction with the approval of the related merger. ASC 805 requires, among other things, that the fair value of acquired IPR&D be recorded on the balance sheet regardless of the likelihood of success of the related product or technology as of the completion of the acquisition. The process for estimating the fair values of IPR&D requires the use of significant estimates and assumptions, including estimating future cash flows, developing appropriate discount rates, estimating the costs, timing and probability of success to complete in-process projects and projecting regulatory approvals. The establishment of the fair value of the consideration for an acquisition, and the allocation to identifiable assets requires the extensive use of accounting estimates and management judgment. We believe the fair values assigned to the assets acquired are based on reasonable estimates and assumptions based on data currently available. | ||||||||
The purchase price of the acquisition was allocated to the net tangible and intangible assets acquired on the basis of estimated fair values, as follows: | ||||||||
($ in thousands) | ||||||||
Estimated | Estimated | |||||||
Fair Value | Useful Life | |||||||
Intangible asset related to developed products | $101,200 | 7 years | ||||||
Intangible asset related to IPR&D products | 14,300 | Various | ||||||
Total assets acquired | 115,500 | |||||||
Purchase price | 110,000 | |||||||
Gain on bargain purchase | $5,500 | |||||||
The tax basis of the acquired assets was $110,000 thousand. | ||||||||
Supplemental Pro forma Information (unaudited) | ||||||||
The following unaudited pro forma information for the years ended December 31, 2012 and December 31, 2011 assumes the acquisition of divested products from the Watson/Actavis merger occurred as of January 1, 2011. The pro forma information is not necessarily indicative either of the combined results of operations that actually would have been realized had the acquisition been consummated during the periods for which pro forma information is presented, or is it intended to be a projection of future results or trends. | ||||||||
December 31, | December 31, | |||||||
(amounts in thousands) | 2012 | 2011 | ||||||
Total revenues | $1,125,461 | $1,014,979 | ||||||
Income (loss) from continuing operations | $ | 5,364 | $ | (26,729 | ) | |||
These amounts have been calculated assuming the five generic products that were marketed in the U.S as of the acquisition were being marketed by us since January 1, 2011 and after adjusting for the additional amortization expense that would have been recorded assuming the fair value adjustments to finite-lived intangible assets had been applied on January 1, 2011, together with the consequential tax effects. |
Edict_Acquisition
Edict Acquisition (Edict Acquisition [Member]) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Edict Acquisition [Member] | ' | |||||||
Business Acquisition [Line Items] | ' | |||||||
Business Acquisition Disclosure | ' | |||||||
Edict Acquisition: | ||||||||
On February 17, 2012, through Par Pharmaceutical, Inc., our wholly-owned subsidiary, we completed our acquisition of privately-held Edict Pharmaceuticals Private Limited, which has been renamed Par Formulations Private Limited (referred to as “Par Formulations”), for cash and our repayment of certain additional pre-close indebtedness (the “Edict Acquisition”). The operating results of Par Formulations were included in our consolidated financial results from the date of acquisition. The operating results were reflected as part of the Par Pharmaceutical segment. We funded the purchase from cash on hand. | ||||||||
The addition of Par Formulations broadens our industry expertise and expands our R&D and manufacturing capabilities. The operating results of Par Formulations for the year ended December 31, 2013 (Successor), reflecting a loss from continuing operations of approximately $9,753 thousand and from February 17, 2012 to December 31, 2012 are included in the accompanying consolidated statements of operations, reflecting a loss from continuing operations of approximately $1,931 thousand for the period from September 29, 2012 (Successor) and approximately $2,749 thousand for the period from January 1, 2012 to September 28, 2012 (Predecessor). The Edict Acquisition was revalued as part of the Merger. Refer to Note 2 - "Sky Growth Merger". | ||||||||
Consideration Transferred | ||||||||
The acquisition-date fair value of the consideration transferred consisted of the following items ($ in thousands): | ||||||||
Cash paid for equity | $20,659 | |||||||
Contingent purchase price liabilities | 11,641 | -1 | ||||||
Cash paid for assumed indebtedness | 4,300 | |||||||
Total consideration | $36,600 | |||||||
-1 | Contingent purchase price liabilities represent subsequent milestone payments related to successful FDA inspection of the Par Formulations manufacturing facility and ANDA filings. All contingent purchase price liabilities were paid in full within 18 months of the acquisition date. | |||||||
Fair Value Estimate of Assets Acquired and Liabilities Assumed | ||||||||
The purchase price of Par Formulations was allocated to the following assets and liabilities prior to the Merger ($ in thousands): | ||||||||
As of | ||||||||
February 17, 2012 | ||||||||
Cash and cash equivalents | $ | 273 | ||||||
Inventories | 192 | |||||||
Prepaid expenses and other current assets | 1,143 | |||||||
Property, plant and equipment | 5,370 | |||||||
Intangible assets | 1,850 | |||||||
Total identifiable assets | 8,828 | |||||||
Accounts payable | 995 | |||||||
Accrued expenses and other current liabilities | 200 | |||||||
Deferred tax liabilities | 938 | |||||||
Total liabilities assumed | 2,133 | |||||||
Net identifiable assets acquired | 6,695 | |||||||
Goodwill | 29,905 | |||||||
Net assets acquired | $ | 36,600 | ||||||
Supplemental Pro forma Information (unaudited) | ||||||||
The following unaudited pro forma information for the year ended December 31, 2012, and the year ended December 31, 2011 assumes the Edict Acquisition occurred as of January 1, 2011. The pro forma information is not necessarily indicative either of the combined results of operations that actually would have been realized had the Edict Acquisition been consummated during the periods for which pro forma information is presented, or is it intended to be a projection of future results or trends. | ||||||||
December 31, | December 31, | |||||||
(amounts in thousands) | 2012 | 2011 | ||||||
Total revenues | $1,050,007 | $926,138 | ||||||
Loss from continuing operations | ($9,707 | ) | ($50,476 | ) | ||||
These amounts have been calculated after adjusting for the additional expense that would have been recorded assuming the fair value adjustments to finite-lived intangible assets ($750 thousand) had been applied on January 1, 2011, together with the consequential tax effects. | ||||||||
Pro forma income from continuing operations for the year ended December 31, 2012 was adjusted to exclude $2,880 thousand of Edict Acquisition related costs incurred with the consequential tax effects. These costs were primarily accounting fees and legal fees and were included in operating expenses as selling, general and administrative on the Consolidated Statements of Operations. Pro forma loss from continuing operations for the year ended December 31, 2011 was adjusted to include the Edict Acquisition related costs with the consequential tax effects. |
Anchen_Acquisition
Anchen Acquisition (Anchen Acquisition [Member]) | 12 Months Ended |
Dec. 31, 2013 | |
Anchen Acquisition [Member] | ' |
Business Acquisition [Line Items] | ' |
Business Acquisition Disclosure | ' |
Anchen Acquisition: | |
On November 17, 2011, through Par Pharmaceutical, Inc., our wholly-owned subsidiary, we completed our acquisition of Anchen Incorporated and its subsidiary Anchen Pharmaceuticals, Inc. (collectively referred to as Anchen) for $412,753 thousand in aggregate consideration (the Anchen Acquisition), subject to post-closing adjustment. During the second quarter of 2012, we collected $3,786 thousand as a result of post-closing adjustments with the former Anchen securityholders and adjusted goodwill associated with the Anchen Acquisition. The purchase price allocation was final at that time. All of the assets acquired and liabilities assumed as part of the Anchen Acquisition were revalued as part of the Merger. Refer to Note 2 - "Sky Growth Merger". | |
Anchen was a privately-held generic pharmaceutical company until our acquisition. Anchen broadened our industry expertise and expanded our R&D and manufacturing capabilities and product pipeline. | |
The Anchen Acquisition was accounted for as a business purchase combination using the acquisition method of accounting under the provisions of ASC 805. The acquisition method of accounting uses the fair value concept defined in ASC 820. ASC 805 requires, among other things, that most assets acquired and liabilities assumed in a business purchase combination be recognized at their fair values as of the Anchen Acquisition date and that the fair value of acquired in-process research and development (IPR&D) be recorded on the balance sheet regardless of the likelihood of success of the related product or technology as of the completion of the Anchen Acquisition. The process for estimating the fair values of IPR&D, identifiable intangible assets and certain tangible assets requires the use of significant estimates and assumptions, including estimating future cash flows, developing appropriate discount rates, estimating the costs, timing and probability of success to complete in-process projects and projecting regulatory approvals. Under ASC 805, transaction costs are not included as a component of consideration transferred and were expensed as incurred. The Anchen Acquisition related transaction costs expensed for the year ended December 31, 2011 totaled $8,264 thousand and were included in operating expenses as selling, general and administrative on the Consolidated Statements of Operations. The Anchen Acquisition related transaction costs for the year ended December 31, 2011 were comprised of investment bank fees ($5,013 thousand), accounting fees ($1,628 thousand), legal fees ($1,348 thousand), and other fees ($275 thousand). |
Available_for_Sale_Marketable_
Available for Sale Marketable Debt Securities | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Available-for-sale Securities [Abstract] | ' | |||||||||||||||
Available for Sale Marketable Debt Securities | ' | |||||||||||||||
Available for Sale Marketable Debt Securities: | ||||||||||||||||
At December 31, 2013 and 2012, all of our investments in marketable debt securities were classified as available for sale and, as a result, were reported at their estimated fair values on the consolidated balance sheets. Refer to Note 7 - “Fair Value Measurements.” The following is a summary of amortized cost and estimated fair value of our marketable debt securities available for sale at December 31, 2013 ($ amounts in thousands): | ||||||||||||||||
Unrealized | Estimated | |||||||||||||||
Fair | ||||||||||||||||
Cost | Gain | (Loss) | Value | |||||||||||||
Corporate bonds | $3,522 | $19 | $— | $3,541 | ||||||||||||
All available for sale marketable debt securities are classified as current on our consolidated balance sheet as of December 31, 2013. | ||||||||||||||||
The following is a summary of amortized cost and estimated fair value of our investments in marketable debt securities available for sale at December 31, 2012 ($ amounts in thousands): | ||||||||||||||||
Unrealized | Estimated | |||||||||||||||
Fair | ||||||||||||||||
Cost | Gain | (Loss) | Value | |||||||||||||
Corporate bonds | $11,666 | $61 | $— | $11,727 | ||||||||||||
The following is a summary of the contractual maturities of our available for sale debt securities at December 31, 2013 ($ amounts in thousands): | ||||||||||||||||
December 31, 2013 | ||||||||||||||||
Cost | Estimated Fair | |||||||||||||||
Value | ||||||||||||||||
Less than one year | $2,616 | $2,624 | ||||||||||||||
Due between 1-2 years | 906 | 917 | ||||||||||||||
Total | $3,522 | $3,541 | ||||||||||||||
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||
Fair Value Measurements | ' | |||||||||||||||
Fair Value Measurements: | ||||||||||||||||
ASC 820-10 Fair Value Measurements and Disclosures defines fair value as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories: | ||||||||||||||||
Level 1: Quoted market prices in active markets for identical assets and liabilities. Active market means a market in which transactions for assets or liabilities occur with “sufficient frequency” and volume to provide pricing information on an ongoing unadjusted basis. Cash equivalents include highly liquid investments with an original maturity of three months or less at acquisition. We have determined that our cash equivalents in their entirety are classified as Level 1 within the fair value hierarchy. | ||||||||||||||||
Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Our Level 2 assets primarily include debt securities, including corporate bonds with quoted prices that are traded less frequently than exchange-traded instruments. All of our Level 2 asset values are determined using a pricing model with inputs that are observable in the market or can be derived principally from or corroborated by observable market data. The pricing model information is provided by third party entities (e.g., banks or brokers). In some instances, these third party entities engage external pricing services to estimate the fair value of these securities. We have a general understanding of the methodologies employed by the pricing services in their pricing models. We corroborate the estimates of non-binding quotes from the third party entities’ pricing services to an independent source that provides quoted market prices from broker or dealer quotations. We investigate large differences, if any. Based on historical differences, we have not been required to adjust quotes provided by the third party entities’ pricing services used in estimating the fair value of these securities. | ||||||||||||||||
Level 3: Unobservable inputs that are not corroborated by market data. | ||||||||||||||||
Financial assets and liabilities | ||||||||||||||||
The fair value of our financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2013 were as follows ($ amounts in thousands): | ||||||||||||||||
Estimated Fair Value at | ||||||||||||||||
December 31, 2013 | Level 1 | Level 2 | Level 3 | |||||||||||||
(Successor) | ||||||||||||||||
Corporate bonds (Note 6) | $3,541 | $— | $3,541 | $— | ||||||||||||
Cash equivalents | $66,782 | $66,782 | $— | $— | ||||||||||||
Senior secured term loan (Note 13) | $1,063,255 | $— | $1,063,255 | $— | ||||||||||||
7.375% senior notes (Note 13) | $507,150 | $— | $507,150 | $— | ||||||||||||
Derivative instruments - Interest rate caps (Note 14) | $1,189 | $— | $ | 1,189 | $— | |||||||||||
The fair value of our financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2012 were as follows ($ amounts in thousands): | ||||||||||||||||
Estimated Fair Value at | ||||||||||||||||
December 31, 2012 | Level 1 | Level 2 | Level 3 | |||||||||||||
(Successor) | ||||||||||||||||
Corporate bonds (Note 6) | $11,727 | $— | $11,727 | $— | ||||||||||||
Cash equivalents | $14,370 | $14,370 | $— | $— | ||||||||||||
Senior secured term loan (Note 13) | $1,052,363 | $— | $1,052,363 | $— | ||||||||||||
7.375% senior notes (Note 13) | $484,488 | $— | $484,488 | $— | ||||||||||||
The carrying amount reported in the consolidated balance sheets for accounts receivables, net, inventories, prepaid expenses and other current assets, accounts payable, payables due to distribution agreement partners, accrued salaries and employee benefits, accrued government pricing liabilities, accrued legal fees, accrued legal settlements, payable to former Anchen securityholders, and accrued expenses and other current liabilities approximate fair value because of their short-term nature. | ||||||||||||||||
As noted in Note 4, “Edict Acquisition”, we had contingent purchase price liabilities that represented subsequent milestone payments related to successful FDA inspection of the Par Formulations manufacturing facility and ANDA filings. Through December 31, 2013 we had paid the total $11,641 thousand of contingent purchase price liabilities. | ||||||||||||||||
Non-financial assets and liabilities | ||||||||||||||||
The Company does not have any non-financial assets or liabilities as of December 31, 2013 or December 31, 2012 that are measured in the consolidated financial statements at fair value. | ||||||||||||||||
Intangible Assets | ||||||||||||||||
We evaluate long-lived assets, including intangible assets with definite lives, for impairment periodically or whenever events or other changes in circumstances indicate that the carrying value of an asset may no longer be recoverable. If such circumstances are determined to exist, projected undiscounted future cash flows to be generated by the long-lived asset or the appropriate grouping of assets (level 3 inputs), is compared, at its lowest level of identifiable cash flows, to the carrying value to determine whether impairment exists. During the period from January 1, 2012 to September 28, 2012 (Predecessor), we abandoned an in-process research and development project and exited the market of a commercial product. As a result, we recorded an intangible asset impairment of $5,700 thousand. Both of these intangible assets had been acquired in the Anchen Acquisition. In the year ended December 31, 2013, we adjusted our forecast for certain products to reflect competition and pricing assumptions which caused us to assess the carrying value of certain intangible assets. We adjusted the carrying value to the calculated discounted cash flows of 6 identified products and recorded an intangible asset impairment charge of $39,946 thousand. In connection with our valuation of goodwill and other indefinite-lived intangible assets, we adjusted the carrying value of 3 identified intangible assets and recorded an intangible asset impairment charge totaling $60,147 thousand. Our total definite-lived and indefinite-lived intangible asset impairment charge for the year ended December 31, 2013 was $100,093 thousand. | ||||||||||||||||
Derivative Instruments - Interest Rate Caps | ||||||||||||||||
We use interest rate cap agreements to manage our interest rate risk on our variable rate long-term debt. Refer to Note 14, "Derivatives Instruments and Hedging Activities," for further information. |
Accounts_Receivable
Accounts Receivable | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||
Receivables [Abstract] | ' | |||||||||||||||||||||||
Accounts Receivable | ' | |||||||||||||||||||||||
Accounts Receivable: | ||||||||||||||||||||||||
We account for revenue in accordance with ASC 605 Revenue Recognition. In accordance with that standard, we recognize revenue for product sales when title and risk of loss have transferred to our customers, when reliable estimates of rebates, chargebacks, returns and other adjustments can be made, and when collectability is reasonably assured. This is generally at the time that products are received by our direct customers. We also review available trade inventory levels at certain large wholesalers to evaluate any potential excess supply levels in relation to expected demand. We determine whether we will recognize revenue at the time that our products are received by our direct customers or defer revenue recognition until a later date on a product by product basis at the time of launch. Upon recognizing revenue from a sale, we record estimates for chargebacks, rebates and incentive programs, product returns, cash discounts and other sales reserves that reduce accounts receivable. | ||||||||||||||||||||||||
The following tables summarize the impact of accounts receivable reserves and allowance for doubtful accounts on the gross trade accounts receivable balances at each balance sheet date ($ amounts in thousands): | ||||||||||||||||||||||||
31-Dec-13 | 31-Dec-12 | |||||||||||||||||||||||
(Successor) | (Successor) | |||||||||||||||||||||||
Gross trade accounts receivable | $383,347 | $318,793 | ||||||||||||||||||||||
Chargebacks | (48,766 | ) | (41,670 | ) | ||||||||||||||||||||
Rebates and incentive programs | (75,321 | ) | (59,426 | ) | ||||||||||||||||||||
Returns | (78,181 | ) | (68,062 | ) | ||||||||||||||||||||
Cash discounts and other | (37,793 | ) | (26,544 | ) | ||||||||||||||||||||
Allowance for doubtful accounts | (7 | ) | — | |||||||||||||||||||||
Accounts receivable, net | $143,279 | $123,091 | ||||||||||||||||||||||
Allowance for doubtful accounts | ||||||||||||||||||||||||
For the Year Ended | For the period | For the Year Ended | ||||||||||||||||||||||
31-Dec-13 | September 29, 2012 to December 31, 2012 | January 1, 2012 to September 28, 2012 | 31-Dec-11 | |||||||||||||||||||||
(Successor) | (Successor) | (Predecessor) | (Predecessor) | |||||||||||||||||||||
Balance at beginning of period | $— | ($100 | ) | ($1 | ) | ($3 | ) | |||||||||||||||||
Anchen opening balance | — | — | (100 | ) | — | |||||||||||||||||||
Additions – charge to expense | (2 | ) | 85 | — | (5 | ) | ||||||||||||||||||
Adjustments and/or deductions | (5 | ) | 15 | 1 | 7 | |||||||||||||||||||
Balance at end of period | $ | (7 | ) | $ | — | $ | (100 | ) | $ | (1 | ) | |||||||||||||
The following tables summarize the activity for the years ended December 31, 2013, 2012 and 2011 in the accounts affected by the estimated provisions described below ($ amounts in thousands): | ||||||||||||||||||||||||
For the Year Ended December 31, 2013 | ||||||||||||||||||||||||
(Successor) | ||||||||||||||||||||||||
Accounts receivable reserves | Beginning balance | Provision recorded for current period sales | (Provision) reversal recorded for prior period sales | Credits processed | Ending balance | |||||||||||||||||||
Chargebacks | ($41,670 | ) | ($630,097 | ) | $— | -1 | $623,001 | ($48,766 | ) | |||||||||||||||
Rebates and incentive programs | (59,426 | ) | (290,934 | ) | 659 | 274,380 | (75,321 | ) | ||||||||||||||||
Returns | (68,062 | ) | (37,956 | ) | — | 27,837 | (78,181 | ) | ||||||||||||||||
Cash discounts and other | (26,544 | ) | (195,632 | ) | 1,564 | 182,819 | (37,793 | ) | ||||||||||||||||
Total | ($195,702 | ) | ($1,154,619 | ) | $2,223 | $1,108,037 | ($240,061 | ) | ||||||||||||||||
Accrued liabilities (2) | ($42,162 | ) | ($80,726 | ) | $3,566 | -4 | $83,493 | ($35,829 | ) | |||||||||||||||
For the Year Ended December 31, 2012 | ||||||||||||||||||||||||
(Successor) | ||||||||||||||||||||||||
Accounts receivable reserves | Beginning balance | Provision recorded for current period sales | (Provision) reversal recorded for prior period sales | Credits processed | Ending balance | |||||||||||||||||||
Chargebacks | ($20,688 | ) | ($442,245 | ) | $— | -1 | $421,263 | ($41,670 | ) | |||||||||||||||
Rebates and incentive programs | (35,132 | ) | (216,861 | ) | (59 | ) | 192,626 | (59,426 | ) | |||||||||||||||
Returns | (58,672 | ) | (33,315 | ) | 1,602 | -3 | 22,323 | (68,062 | ) | |||||||||||||||
Cash discounts and other | (28,672 | ) | (148,771 | ) | (809 | ) | 151,708 | (26,544 | ) | |||||||||||||||
Total | ($143,164 | ) | ($841,192 | ) | $734 | $787,920 | ($195,702 | ) | ||||||||||||||||
Accrued liabilities (2) | ($39,614 | ) | ($73,973 | ) | $— | $71,425 | ($42,162 | ) | ||||||||||||||||
For the Year Ended December 31, 2011 | ||||||||||||||||||||||||
(Predecessor) | ||||||||||||||||||||||||
Accounts receivable reserves | Beginning balance | Anchen opening balance | Provision recorded for current period sales | (Provision) reversal recorded for prior period sales | Credits processed | Ending balance | ||||||||||||||||||
Chargebacks | ($19,482 | ) | ($1,633 | ) | ($261,335 | ) | $— | -1 | $261,762 | ($20,688 | ) | |||||||||||||
Rebates and incentive programs | -23,273 | -1,427 | -121,804 | 660 | 110,712 | -35,132 | ||||||||||||||||||
Returns | -48,928 | -1,748 | -30,577 | 265 | 22,316 | -58,672 | ||||||||||||||||||
Cash discounts and other | -16,606 | -5,626 | -105,961 | -357 | 99,878 | -28,672 | ||||||||||||||||||
Total | ($108,289 | ) | ($10,434 | ) | ($519,677 | ) | $568 | $494,668 | ($143,164 | ) | ||||||||||||||
Accrued liabilities (2) | ($32,169 | ) | ($571 | ) | ($55,853 | ) | $224 | $48,755 | ($39,614 | ) | ||||||||||||||
-1 | Unless specific in nature, the amount of provision or reversal of reserves related to prior periods for chargebacks is not determinable on a product or customer specific basis; however, based upon historical analysis and analysis of activity in subsequent periods, we believe that our chargeback estimates remain reasonable. | |||||||||||||||||||||||
-2 | Includes amounts due to indirect customers for which no underlying accounts receivable exists and is principally comprised of Medicaid rebates and rebates due under other U.S. Government pricing programs, such as TriCare and the Department of Veterans Affairs. | |||||||||||||||||||||||
-3 | The amount principally represents the resolution of a customer dispute in the first quarter of 2012 regarding invalid deductions taken in prior years of approximately $1,600 thousand. | |||||||||||||||||||||||
-4 | Based upon additional available information related to Managed Medicaid utilization in California and a recalculation of average manufacturer’s price, we reduced our Medicaid accruals for the periods January 2010 through December 2012 by approximately $3,600 thousand. Our Medicaid accrual represents our best estimate at this time. | |||||||||||||||||||||||
The Company sells its products directly to wholesalers, retail drug store chains, drug distributors, mail order pharmacies and other direct purchasers as well as customers that purchase its products indirectly through the wholesalers, including independent pharmacies, non-warehousing retail drug store chains, managed health care providers and other indirect purchasers. The Company often negotiates product pricing directly with health care providers that purchase products through the Company’s wholesale customers. In those instances, chargeback credits are issued to the wholesaler for the difference between the invoice price paid to the Company by our wholesale customer for a particular product and the negotiated contract price that the wholesaler’s customer pays for that product. The information that the Company considers when establishing its chargeback reserves includes contract and non-contract sales trends, average historical contract pricing, actual price changes, processing time lags and customer inventory information from its three largest wholesale customers. The Company’s chargeback provision and related reserve vary with changes in product mix, changes in customer pricing and changes to estimated wholesaler inventory. | ||||||||||||||||||||||||
Customer rebates and incentive programs are generally provided to customers as an incentive for the customers to continue carrying the Company’s products or replace competing products in their distribution channels with our products. Rebate programs are based on a customer’s dollar purchases made during an applicable monthly, quarterly or annual period. The Company also provides indirect rebates, which are rebates paid to indirect customers that have purchased the Company’s products from a wholesaler under a contract with us. The incentive programs include stocking or trade show promotions where additional discounts may be given on a new product or certain existing products as an added incentive to stock the Company’s products. We may, from time to time, also provide price and/or volume incentives on new products that have multiple competitors and/or on existing products that confront new competition in order to attempt to secure or maintain a certain market share. The information that the Company considers when establishing its rebate and incentive program reserves are rebate agreements with, and purchases by, each customer, tracking and analysis of promotional offers, projected annual sales for customers with annual incentive programs, actual rebates and incentive payments made, processing time lags, and for indirect rebates, the level of inventory in the distribution channel that will be subject to indirect rebates. We do not provide incentives designed to increase shipments to our customers that we believe would result in out-of-the-ordinary course of business inventory for them. The Company regularly reviews and monitors estimated or actual customer inventory information at its three largest wholesale customers for its key products to ascertain whether customer inventories are in excess of ordinary course of business levels. | ||||||||||||||||||||||||
Pursuant to a drug rebate agreement with the Centers for Medicare and Medicaid Services, TriCare and similar supplemental agreements with various states, the Company provides a rebate on drugs dispensed under such government programs. The Company determines its estimate of the Medicaid rebate accrual primarily based on historical experience of claims submitted by the various states and any new information regarding changes in the Medicaid program that might impact the Company’s provision for Medicaid rebates. In determining the appropriate accrual amount we consider historical payment rates; processing lag for outstanding claims and payments; levels of inventory in the distribution channel; and the impact of the healthcare reform acts. The Company reviews the accrual and assumptions on a quarterly basis against actual claims data to help ensure that the estimates made are reliable. On January 28, 2008, the Fiscal Year 2008 National Defense Authorization Act was enacted, which expands TriCare to include prescription drugs dispensed by TriCare retail network pharmacies. TriCare rebate accruals reflect this program expansion and are based on actual and estimated rebates on Department of Defense eligible sales. | ||||||||||||||||||||||||
The Company accepts returns of product according to the following criteria: (i) the product returns must be approved by authorized personnel with the lot number and expiration date accompanying any request and (ii) we generally will accept returns of products from any customer and will provide the customer with a credit memo for such returns if such products are returned between six months prior to, and 12 months following, such products’ expiration date. The Company records a provision for product returns based on historical experience, including actual rate of expired and damaged in-transit returns, average remaining shelf-lives of products sold, which generally range from 12 to 48 months, and estimated return dates. Additionally, we consider other factors when estimating the current period return provision, including levels of inventory in the distribution channel, significant market changes that may impact future expected returns, and actual product returns, and may record additional provisions for specific returns that we believe are not covered by the historical rates. | ||||||||||||||||||||||||
The Company offers cash discounts to its customers, generally 2% of the sales price, as an incentive for paying within invoice terms, which generally range from 30 to 90 days. The Company accounts for cash discounts by reducing accounts receivable by the full amount of the discounts that we expect our customers to take. | ||||||||||||||||||||||||
In addition to the significant gross-to-net sales adjustments described above, we periodically make other sales adjustments. The Company generally accounts for these other gross-to-net adjustments by establishing an accrual in the amount equal to its estimate of the adjustments attributable to the sale. | ||||||||||||||||||||||||
The Company may at its discretion provide price adjustments due to various competitive factors, through shelf-stock adjustments on customers’ existing inventory levels. There are circumstances under which we may not provide price adjustments to certain customers as a matter of business strategy, and consequently may lose future sales volume to competitors and risk a greater level of sales returns on products that remain in the customer’s existing inventory. | ||||||||||||||||||||||||
As detailed above, we have the experience and access to relevant information that we believe are necessary to reasonably estimate the amounts of such deductions from gross revenues, except as described below. Some of the assumptions we use for certain of our estimates are based on information received from third parties, such as wholesale customer inventories and market data, or other market factors beyond our control. The estimates that are most critical to the establishment of these reserves, and therefore, would have the largest impact if these estimates were not accurate, are estimates related to contract sales volumes, average contract pricing, customer inventories and return volumes. The Company regularly reviews the information related to these estimates and adjusts its reserves accordingly, if and when actual experience differs from previous estimates. With the exception of the product returns allowance, the ending balances of accounts receivable reserves and allowances generally are processed during a two-month to four-month period. | ||||||||||||||||||||||||
Use of Estimates in Reserves | ||||||||||||||||||||||||
We believe that our reserves, allowances and accruals for items that are deducted from gross revenues are reasonable and appropriate based on current facts and circumstances. It is possible however, that other parties applying reasonable judgment to the same facts and circumstances could develop different allowance and accrual amounts for items that are deducted from gross revenues. Additionally, changes in actual experience or changes in other qualitative factors could cause our allowances and accruals to fluctuate, particularly with newly launched or acquired products. We review the rates and amounts in our allowance and accrual estimates on a quarterly basis. If future estimated rates and amounts are significantly greater than those reflected in our recorded reserves, the resulting adjustments to those reserves would decrease our reported net revenues; conversely, if actual product returns, rebates and chargebacks are significantly less than those reflected in our recorded reserves, the resulting adjustments to those reserves would increase our reported net revenues. We regularly review the information related to these estimates and adjust our reserves accordingly, if and when actual experience differs from previous estimates. | ||||||||||||||||||||||||
As is customary and in the ordinary course of business, our revenue that has been recognized for product launches included initial trade inventory stocking that we believed was commensurate with new product introductions. At the time of each product launch, we were able to make reasonable estimates of product returns, rebates, chargebacks and other sales reserves by using historical experience of similar product launches and significant existing demand for the products. |
Inventories
Inventories | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Inventory Disclosure [Abstract] | ' | |||||||||||||||
Inventories | ' | |||||||||||||||
Inventories: | ||||||||||||||||
($ amounts in thousands) | ||||||||||||||||
31-Dec-13 | December 31, 2012 | |||||||||||||||
(Successor) | (Successor) | |||||||||||||||
Raw materials and supplies | $44,403 | $37,457 | ||||||||||||||
Work-in-process | 9,834 | 10,063 | ||||||||||||||
Finished goods | 63,070 | 64,654 | ||||||||||||||
$117,307 | $112,174 | |||||||||||||||
Inventory write-offs (inclusive of pre-launch inventories detailed below) | ||||||||||||||||
($ amounts in thousands) | ||||||||||||||||
For the Year Ended | For the period | For the Year Ended | ||||||||||||||
December 31, | September 29, 2012 to | January 1, 2012 to | December 31, | |||||||||||||
2013 | December 31, 2012 | 28-Sep-12 | 2011 | |||||||||||||
(Successor) | (Successor) | (Predecessor) | (Predecessor) | |||||||||||||
Inventory write-offs | $18,299 | $2,567 | $17,209 | $7,200 | ||||||||||||
Par capitalizes inventory costs associated with certain products prior to regulatory approval and product launch, based on management's judgment of reasonably certain future commercial use and net realizable value, when it is reasonably certain that the pre-launch inventories will be saleable. The determination to capitalize is made once Par (or its third party development partners) has filed an Abbreviated New Drug Application (“ANDA”) that has been acknowledged by the FDA as containing sufficient information to allow the FDA to conduct its review in an efficient and timely manner and management is reasonably certain that all regulatory and legal hurdles will be cleared. This determination is based on the particular facts and circumstances relating to the expected FDA approval of the generic drug product being considered, and accordingly, the time frame within which the determination is made varies from product to product. Par could be required to write down previously capitalized costs related to pre-launch inventories upon a change in such judgment, or due to a denial or delay of approval by regulatory bodies, or a delay in commercialization, or other potential factors. As of December 31, 2013, Par had approximately $5.8 million in inventories related to generic products that were not yet available to be sold. | ||||||||||||||||
Strativa also capitalizes inventory costs associated with in-licensed branded products subsequent to FDA approval but prior to product launch based on management’s judgment of probable future commercial use and net realizable value. We believe that numerous factors must be considered in determining probable future commercial use and net realizable value including, but not limited to, Strativa’s limited number of historical product launches, as well as the ability of third party partners to successfully manufacture commercial quantities of product. Strativa could be required to expense previously capitalized costs related to pre-launch inventory upon a change in such judgment, due to a delay in commercialization, product expiration dates, projected sales volume, estimated selling price or other potential factors. As of December 31, 2013 Strativa had approximately $0.7 million in inventories related to a brand product that was not yet available to be sold. | ||||||||||||||||
The amounts in the table below represent inventories related to products that were not yet available to be sold and are also included in the total inventory balances presented above. | ||||||||||||||||
Pre-Launch Inventories | ||||||||||||||||
($ amounts in thousands) | ||||||||||||||||
31-Dec-13 | December 31, 2012 | |||||||||||||||
(Successor) | (Successor) | |||||||||||||||
Raw materials and supplies | $6,308 | $4,019 | ||||||||||||||
Work-in-process | 93 | 655 | ||||||||||||||
Finished goods | 118 | 0 | ||||||||||||||
$6,519 | $4,674 | |||||||||||||||
For the Year Ended | For the period | For the Year Ended | ||||||||||||||
December 31, | September 29, 2012 to | January 1, 2012 to | December 31, | |||||||||||||
2013 | December 31, 2012 | 28-Sep-12 | 2011 | |||||||||||||
(Successor) | (Successor) | (Predecessor) | (Predecessor) | |||||||||||||
Pre-launch inventory write-offs, net of partner allocation | $2,310 | $1,730 | $10,208 | $1,607 | ||||||||||||
Property_Plant_and_Equipment_n
Property, Plant and Equipment, net | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||||||||||
Property, Plant and Equipment, net | ' | |||||||||||||||
Property, Plant and Equipment, net: | ||||||||||||||||
($ amounts in thousands) | ||||||||||||||||
31-Dec-13 | December 31, 2012 | |||||||||||||||
Land | $4,553 | $4,553 | ||||||||||||||
Buildings | 29,491 | 28,781 | ||||||||||||||
Machinery and equipment | 58,556 | 48,026 | ||||||||||||||
Office equipment, furniture and fixtures | 5,433 | 5,130 | ||||||||||||||
Computer software and hardware | 21,582 | 19,034 | ||||||||||||||
Leasehold improvements | 25,828 | 22,720 | ||||||||||||||
Construction in progress | 12,286 | 10,933 | ||||||||||||||
157,729 | 139,177 | |||||||||||||||
Accumulated depreciation and amortization | (30,453 | ) | (7,547 | ) | ||||||||||||
$127,276 | $131,630 | |||||||||||||||
Depreciation and amortization expense related to property, plant and equipment | ||||||||||||||||
($ amounts in thousands) | ||||||||||||||||
For the Year Ended | For the period | For the Year Ended | ||||||||||||||
December 31, | September 29, 2012 to | January 1, 2012 to | December 31, | |||||||||||||
2013 | December 31, 2012 | 28-Sep-12 | 2011 | |||||||||||||
(Successor) | (Successor) | (Predecessor) | (Predecessor) | |||||||||||||
Depreciation and amortization expense | $23,323 | $7,547 | $13,230 | $13,214 | ||||||||||||
Intangible_Assets_net
Intangible Assets, net | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ' | |||||||||||||||||||
Intangible Assets, net | ' | |||||||||||||||||||
Intangible Assets, net: | ||||||||||||||||||||
($ amounts in thousands) | ||||||||||||||||||||
December 31, 2013 | 31-Dec-12 | |||||||||||||||||||
(Successor) | (Successor) | |||||||||||||||||||
Accumulated Amortization | Accumulated Amortization | |||||||||||||||||||
Cost | Net | Cost | Net | |||||||||||||||||
Developed products | $ | 530,759 | $ | (155,744 | ) | $ | 375,015 | $ | 552,700 | $ | (33,321 | ) | $ | 519,379 | ||||||
Other product related royalty streams | 115,600 | (22,709 | ) | 92,891 | 115,600 | (5,289 | ) | 110,311 | ||||||||||||
IPR&D | 293,400 | — | 293,400 | 584,000 | — | 584,000 | ||||||||||||||
Subsequently Developed IPR&D | 262,553 | (25,331 | ) | 237,222 | 24,600 | (257 | ) | 24,343 | ||||||||||||
Par trade name | 26,400 | — | 26,400 | 26,400 | — | 26,400 | ||||||||||||||
Watson/Actavis Divestiture Products | 85,295 | (23,143 | ) | 62,152 | 101,200 | (3,934 | ) | 97,266 | ||||||||||||
Watson/Actavis related IPR&D | 4,700 | — | 4,700 | 14,300 | — | 14,300 | ||||||||||||||
Other | 1,000 | (132 | ) | 868 | — | — | — | |||||||||||||
$ | 1,319,707 | $ | (227,059 | ) | $ | 1,092,648 | $1,418,800 | ($42,801 | ) | $1,375,999 | ||||||||||
We recorded amortization expense related to intangible assets of approximately $184,258 thousand for the year ended December 31, 2013 (Successor), $42,801 thousand for the period September 29, 2012 to December 31, 2012 (Successor), $31,196 thousand for the period January 1, 2012 to September 28, 2012 (Predecessor), and $14,822 thousand for the year ended December 31, 2011 (Predecessor). After the Merger, amortization expense was included in cost of goods sold. | ||||||||||||||||||||
Intangible Asset Impairment | ||||||||||||||||||||
During the twelve months ended December 31, 2013, we recorded intangible asset impairment totaling approximately $100,093 thousand. 2013 activity included a fourth quarter charge of approximately $60,147 thousand for IPR&D classes of products and projects that were evaluated as part of the annual evaluation of indefinite lived intangible assets. The approximate $60,147 thousand charge represented the reduction to the appropriate fair values. During the third quarter of 2013, we recorded intangible assets impairment totaling approximately $39,480 thousand related to five products not expected to achieve their originally forecasted operating results. During the second quarter of 2013, we also ceased selling a product that had been acquired with the divested products from the Watson/Actavis Merger and recorded a total corresponding intangible asset impairment of $466 thousand. During the period from January 1, 2012 to September 28, 2012, we abandoned an in-process research and development project that was acquired in the Anchen Acquisition and recorded a corresponding intangible asset impairment of $2,000 thousand, and we exited the market of a commercial product that was acquired in the Anchen Acquisition and recorded a corresponding intangible asset impairment of $3,700 thousand. | ||||||||||||||||||||
Intangible assets presented in the Successor period are principally comprised of product related assets recognized at fair value in accordance with ASC 805, Business Combinations, and are inclusive of assets that had previously been recognized in the Predecessor period and revalued as part of the Merger as well as assets initially recognized in connection with the Merger. Intangible assets presented in the Predecessor period are principally comprised of assets previously recognized at estimated fair value under ASC 805 as well as numerous asset acquisitions and acquisition of product and intellectual property rights recorded at cost. Intangible assets are amortized over the period in which the related cash flows are expected to be generated or on a straight-line basis over the products’ estimated useful life if the estimated cash flows method approximates straight-line basis. We evaluate all intangible assets for impairment whenever events or other changes in circumstances indicate that the carrying value of an asset may no longer be recoverable. Such evaluations utilize forecasted financial information. As of December 31, 2013, we believe our net intangible assets are recoverable. The intangible assets included on our consolidated balance sheet at December 31, 2013 and December 31, 2012 includes the following: | ||||||||||||||||||||
Intangible Assets Acquired in the Merger | ||||||||||||||||||||
We were acquired on September 28, 2012 through a merger transaction with Holdings. Refer to Note 2, “Sky Growth Merger” for details of the transaction. As part of the Merger, we revalued intangible assets related to commercial products (developed technology), royalty streams, IPR&D, and our trade name. | ||||||||||||||||||||
The fair value of the developed technology and in-process research and development intangible assets were estimated using the discounted cash flow method of the income approach. Under this method, an intangible asset’s fair value is equal to the present value of the after-tax cash flows (excess earnings) attributable solely to the intangible asset over its remaining useful life. To calculate fair value, we estimated the present value of cash flows discounted at rates commensurate with the inherent risks associated with each type of asset. We believe that the level and timing of cash flows appropriately reflect market participant assumptions. Some of the significant assumptions inherent in the development of the identifiable intangible asset valuations, from the perspective of a market participant, include the estimated net cash flows by year by project or product (including net revenues, costs of sales, research and development costs, selling and marketing costs and other charges), the appropriate discount rate to select in order to measure the risk inherent in each future cash flow stream, the assessment of each asset's life cycle, competitive trends impacting the asset and each cash flow stream and other factors. The major risks and uncertainties associated with the timely and successful completion of the IPR&D projects include legal risk and regulatory risk. | ||||||||||||||||||||
The developed product intangible assets are composite assets, comprising the market position of the product, the developed technology utilized and the customer base to which the products are sold. Developed technology and the customer base were considered but have not been identified separately as any related cash flows would be intertwined with the product related intangibles. Developed Products held by the Company are considered separable from the business as they could be sold to a third party. The Developed Products were valued using an excess earnings method, with the exception of the royalty revenue stream products not manufactured by us, which were valued using a relief from royalty method of the income approach. The remaining net book value of the related intangible asset related to developed products will be amortized over a weighted average amortization period of approximately six years. | ||||||||||||||||||||
IPR&D is related to R&D projects that were incomplete at the Merger. There are 68 projects associated with IPR&D. As of the Merger, we grouped and valued IPR&D based on the projected year of launch for each group. IPR&D are considered separable from the business as they could be sold to a third party. The value of IPR&D was accounted for as an indefinite-lived intangible asset and will be subject to impairment testing until the completion or abandonment of each group. Upon the successful completion and launch of a product in an annual group, we will make a separate determination of useful life of the IPR&D intangible and commence amortization. | ||||||||||||||||||||
Trade names constitute intellectual property rights and are marketing-related intangible assets. Our corporate trade name was valued using a relief from royalty method of the income approach and accounted for as an indefinite-lived intangible asset that will be subject to annual impairment testing or whenever events or changes in business circumstances necessitate an evaluation for impairment using a fair value approach. | ||||||||||||||||||||
Intangible Assets acquired with the Divested Products from the Watson/Actavis Merger | ||||||||||||||||||||
On November 6, 2012, we acquired the U.S. marketing rights to five generic products that were currently marketed by Watson or Actavis, as well as eight Abbreviated New Drug Applications currently awaiting regulatory approval and a generic product in late-stage development, in connection with the merger of Watson and Actavis. Refer to Note 3, “Acquisition of Divested Products from the Watson/Actavis Merger” for details of the transaction. | ||||||||||||||||||||
Developed products are defined as products that are commercialized, all research and development efforts have been completed by the Seller, and final regulatory approvals have been received. The developed product intangible assets are composite assets, comprising the market position of the product, the developed technology utilized and the customer base to which the products are sold. Developed technology and the customer base were considered but have not been identified separately as any related cash flows would be very much intertwined with the product related intangibles. Developed Products held by the Company are considered separable from the business as they could be sold to a third party. The Developed Products were valued using a multi-period excess earnings method under the income approach. The principle behind this method is that the value of the intangible asset is equal to the present value of the after-tax cash flows attributable to the intangible asset only. The remaining net book value of the related intangible asset related to developed products will be amortized over a weighted average amortization period of approximately seven years. | ||||||||||||||||||||
IPR&D consists of technology-related intangible assets used in R&D activities, which are still incomplete. IPR&D products held by the Company are considered separable from the business as they could be sold to a third party. The IPR&D products were valued using multi-period excess earnings method under the income approach as the most reasonable approach for estimating the fair value of acquired IPR&D Products. The value of IPR&D was accounted for as an indefinite-lived intangible asset and will be subject to impairment testing until the completion or abandonment of the group of projects. Upon the successful completion and launch of a product in the group, we will make a separate determination of useful life of the related IPR&D intangible and commence amortization. | ||||||||||||||||||||
Estimated Amortization Expense for Existing Intangible Assets at December 31, 2013 | ||||||||||||||||||||
The following table does not include estimated amortization expense for future milestone payments that may be paid and result in the creation of intangible assets after December 31, 2013 and assumes the intangible asset related to the Par Trade Name as an indefinite lived asset will not be amortized in the future. | ||||||||||||||||||||
($ amounts in thousands) | ||||||||||||||||||||
Estimated | ||||||||||||||||||||
Amortization | ||||||||||||||||||||
Expense | ||||||||||||||||||||
2014 | $173,926 | |||||||||||||||||||
2015 | 149,025 | |||||||||||||||||||
2016 | 154,756 | |||||||||||||||||||
2017 | 178,103 | |||||||||||||||||||
2018 | 142,779 | |||||||||||||||||||
2019 and thereafter | 267,659 | |||||||||||||||||||
$1,066,248 | ||||||||||||||||||||
Goodwill
Goodwill | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||
Goodwill | ' | |||||||
Goodwill: | ||||||||
($ amounts in thousands) | ||||||||
December 31, | December 31, 2012 | |||||||
2013 | ||||||||
(Successor) | (Successor) | |||||||
Balance at beginning of period | $850,652 | $0 | ||||||
Additions: | ||||||||
Sky Growth Merger | — | 850,652 | ||||||
Deductions: | ||||||||
Finalization of purchase accounting | (1,000 | ) | ||||||
Balance at end of period | $849,652 | $850,652 | ||||||
As noted in Note 2, “Sky Growth Merger”, we were acquired through a merger transaction with a wholly-owned subsidiary of Holdings. Based upon purchase price allocation in accordance with FASB ASC 350-20-35-30, we recorded goodwill which totaled $850,652 thousand at December 31, 2012, which was allocated to Par. | ||||||||
Goodwill is not being amortized, but is tested at least annually, on or about October 1st or whenever events or changes in business circumstances necessitate an evaluation for impairment using a fair value approach. The goodwill impairment test consists of a two-step process. The first step is to identify a potential impairment and the second step measures the amount of impairment, if any. Goodwill is deemed to be impaired if the carrying amount of a reporting unit exceeds its estimated fair value. As of October 1, 2013, Par performed its annual goodwill impairment assessment noting no impairment. No impairment of goodwill has been recognized through December 31, 2013. |
Debt
Debt | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Debt | ' | |||||||
Debt: | ||||||||
($ amounts in thousands) | ||||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
(Successor) | (Successor) | |||||||
Senior secured term loan | $1,055,340 | $1,052,363 | ||||||
Senior secured revolving credit facility | — | — | ||||||
7.375% senior notes | 490,000 | 490,000 | ||||||
1,545,340 | 1,542,363 | |||||||
Less unamortized debt discount to senior secured term loan | (7,821 | ) | — | |||||
Less current portion | (21,462 | ) | (10,550 | ) | ||||
Long-term debt | $1,516,057 | $1,531,813 | ||||||
Senior Credit Facilities | ||||||||
In connection with the Merger, on September 28, 2012, we entered into a credit agreement (the "Credit Agreement") with a syndicate of banks, led by Bank of America, N.A., as Administrative Agent, Bank of America, N.A., Deutsche Bank Securities, Inc., Goldman Sachs Bank USA, Citigroup Global Markets, Inc., RBC Capital Markets LLC and BMO Capital Markets as Joint Lead Arrangers and Joint Lead Bookrunners, Deutsche Bank Securities, Inc. and Goldman Sachs Bank USA as Co-Syndication Agents, and Citigroup Global Markets Inc. and RBC Capital Markets LLC as Co-Documentation Agents, to provide Senior Credit Facilities comprised of a seven-year senior secured term loan in an initial aggregate principal amount of $1,055 million (the “Term Loan Facility”) and a five-year senior secured revolving credit facility in an initial amount of $150 million (the “Revolving Facility”). The proceeds of the Revolving Facility are available for general corporate purposes. | ||||||||
The Credit Agreement contains customary representations and warranties, as well as customary events of default, in certain cases subject to reasonable and customary periods to cure, including but not limited to: failure to make payments when due, breach of covenants, breach of representations and warranties, insolvency proceedings, certain judgments and any change of control. The Credit Agreement also contains various customary covenants that, in certain instances, restrict our ability to: (i) create liens on assets; (ii) incur additional indebtedness; (iii) engage in mergers or consolidations with or into other companies; (iv) engage in dispositions of assets, including entering into a sale and leaseback transaction; (v) pay dividends and distributions or repurchase capital stock; (vi) make investments, loans, guarantees or advances in or to other companies; (vii) change the nature of our business; (viii) repay or redeem certain junior indebtedness, (ix) engage in transactions with affiliates; and (x) enter into restrictive agreements. In addition, the Credit Agreement requires us to demonstrate compliance with a maximum senior secured first lien leverage ratio whenever amounts are outstanding under the revolving credit facility as of the last day of any quarterly testing period. All obligations under the Credit Agreement are guaranteed by our material domestic subsidiaries. | ||||||||
We are also obligated to pay a commitment fee based on the unused portion of the Revolving Facility. The Credit Agreement includes an accordion feature pursuant to which we may increase the amount available to be borrowed by up to an additional $250,000 thousand (or a greater amount if we meet certain specified financial ratios) under certain circumstances. Repayments of the proceeds of the term loan are due in quarterly installments over the term of the Credit Agreement. Amounts borrowed under the Revolving Facility are payable in full upon expiration of the Credit Agreement. | ||||||||
We are obligated to make mandatory principal prepayments for any fiscal year if the ratio of total amount of outstanding senior secured term loan less cash and cash equivalents divided by our consolidated EBITDA is greater than 2.50 to 1.00 as of December 31 of any fiscal year. When the ratio is greater than 2.50 to 1.00 but less than or equal to 3.00 to 1.00, we are required to pay 25% of excess cash flows, as defined in the Credit Agreement. When the ratio is greater than 3.00 to 1.00, we are required to pay 50% of excess cash flows in the form of principal prepayments. For the year ended December 31, 2013, we were required to pay $10,802 thousand of principal prepayments during the first quarter of 2014. | ||||||||
Refinancing of the Term Loan Facility | ||||||||
On February 6, 2013, the Company, Par Pharmaceutical, Inc., as co-borrower, Sky Growth Intermediate Holdings II Corporation (“Intermediate Holdings”), the subsidiary guarantor party thereto, Bank of America, as administrative agent, and the lenders and other parties thereto modified the Term Loan Facility (as amended, the “New Term Loan Facility”) by entering into Amendment No. 1 (“Amendment No. 1”) to the Credit Agreement. | ||||||||
Amendment No. 1 replaced the existing term loans with a new class of term loans in an aggregate principal amount of $1,066 million (the “New Term Loans”). Borrowings under the New Term Loan Facility bear interest at a rate per annum equal to an applicable margin plus, at the Company’s option, either LIBOR (which is subject to a 1.00% floor) or the base rate rate (which is subject to a 2.00% floor). The applicable margin for borrowings under the New Term Loans is 3.25% for LIBOR borrowings and 2.25% for base rate borrowings. Amendment No. 1 provides for a soft call option applicable to the New Term Loans. The soft call option provides for a premium equal to 1.00% of the amount of the outstanding principal if, on or prior to August 6, 2013, the Company entered into certain repricing transactions. The other terms applicable to the New Term Loans are substantially the same terms as the original term loans. We were in compliance with all applicable covenants as of September 30, 2013. | ||||||||
In connection with the transactions described herein, the Company paid a 1.00% soft call premium in an aggregate amount of approximately $10,500 thousand on the existing term loan in February 2013, a portion of which was capitalized as a discount to the New Term Loan Facility. In accordance with the applicable accounting guidance for debt modifications and extinguishments, approximately $5,923 thousand of the existing unamortized deferred financing costs and $1,412 thousand of the related $10,500 thousand soft call premium were written off in connection with this refinancing and included in the consolidated statements of operations as a loss on debt extinguishment. | ||||||||
Repricing of the Revolving Facility | ||||||||
The Company and Par Pharmaceutical, Inc., as co-borrower, Intermediate Holdings, the subsidiary guarantor party thereto, Bank of America, as administrative agent, and the lenders and other parties thereto modified the Revolving Credit Facility by entering into Amendment No. 2 (“Amendment No. 2”), dated February 22, 2013, and Amendment No. 3 (“Amendment No. 3” and, together with Amendment No. 2, the “Revolver Amendments”), dated February 28, 2013, to the Credit Agreement. | ||||||||
The Revolver Amendments extend the scheduled maturity of the revolving credit commitments of certain existing lenders (the “Extending Lenders”) who have elected to do so, such extension to be effected by converting such amount of the existing revolving credit commitments of the Extending Lenders into a new tranche of revolving credit commitments (the “Extended Revolving Facility”) that will mature on December 28, 2017. The Revolver Amendments also set forth the interest rate payable on borrowings outstanding under the Extended Revolving Facility, as described below. The aggregate commitments under the Extended Revolving Facility are $127.5 million and the aggregate commitments under the non-extended portion of the Revolving Facility are $22.5 million. There were no outstanding borrowings from the Revolving Facility or the Extended Revolving Facility as of December 31, 2013. | ||||||||
Borrowings under both the non-extended portion of the Revolving Facility and the Extended Revolving Facility bear interest at a rate per annum equal to an applicable margin plus, at the Company’s option, either LIBOR or the base rate. The initial applicable margin for borrowings under the Extended Revolving Facility is 3.25% for LIBOR borrowings and 2.25% for base rate borrowings. The initial applicable margin for LIBOR and base rate borrowings under the non-extended portion of the Revolving Facility remain at 3.75% and 2.75%, respectively. Borrowings and repayments of loans under the Extended Revolving Facility and the non-extended portion of the Revolving Facility may be made on a non-pro rata basis with one another, and the commitments under the non-extended portion of the Revolving Facility may be terminated prior to the commitments under the Extended Revolving Credit Facility. The other terms applicable to the Extended Revolving Credit Facility are substantially identical to those of the Revolving Credit Facility. | ||||||||
7.375% Senior Notes | ||||||||
In connection with the Merger, on September 28, 2012, we issued $490,000 thousand aggregate principal amount of 7.375% senior notes due 2020 (the “Notes”). The Notes were issued pursuant to an indenture entered into as of the same date between the Company and Wells Fargo Bank, National Association, as trustee. Interest on the Notes is payable semi-annually on April 15 and October 15, commencing on April 15, 2013. The Notes mature on October 15, 2020. | ||||||||
We may redeem the Notes at our option, in whole or in part on one or more occasions, at any time on or after October 15, 2015, at specified redemption prices that vary by year, together with accrued and unpaid interest, if any, to the date of redemption. At any time prior to October 15, 2015, we may redeem up to 40% of the aggregate principal amount of the Notes with the net proceeds of certain equity offerings at a redemption price equal to the sum of (i) 107.375% of the aggregate principal amount thereof, plus (ii) accrued and unpaid interest, if any, to the redemption date. At any time prior to October 15, 2015, we may also redeem the Notes, in whole or in part on one or more occasions, at a price equal to 100% of the principal amount of the Notes, plus accrued and unpaid interest and a specified “make-whole premium.” | ||||||||
The Notes are guaranteed on a senior unsecured basis by our material existing direct and indirect wholly-owned domestic subsidiaries and, subject to certain exceptions, each of our future direct and indirect domestic subsidiaries that guarantees the Senior Credit Facilities or our other indebtedness or indebtedness of the guarantors will guarantee the Notes. Under certain circumstances, the subsidiary guarantors may be released from their guarantees without consent of the holders of Notes. | ||||||||
The Notes and the subsidiary guarantees will be our and the guarantors’ senior unsecured obligations and will (i) rank senior in right of payment to all of our and the subsidiary guarantors’ existing and future subordinated indebtedness; (ii) rank equally in right of payment with all of our and the subsidiary guarantors’ existing and future senior indebtedness; (iii) be effectively subordinated to any of our and the subsidiary guarantors’ existing and future secured debt, to the extent of the value of the assets securing such debt; and (iv) be structurally subordinated to all of the existing and future liabilities (including trade payables) of each of our subsidiaries that do not guarantee the Notes. | ||||||||
The indenture governing the Notes contains customary representations and warranties, as well as customary events of default, in certain cases subject to reasonable and customary periods to cure, including but not limited to: failure to make payments when due, breach of covenants, a payment default or acceleration equaling $40,000 thousand or more according to the terms of certain other indebtedness, failure to pay final judgments aggregating in excess of $40,000 thousand when due, insolvency proceedings, a required guarantee shall cease to remain in full force. The indenture also contains various customary covenants that, in certain instances, restrict our ability to: (i) pay dividends and distributions or repurchase capital stock; (ii) incur additional indebtedness; (iii) make investments, loans, guarantees or advances in or to other companies; (iv) engage in dispositions of assets, including entering into a sale and leaseback transaction; (v) engage in transactions with affiliates; (vi) create liens on assets; (vii) redeem or repay certain subordinated indebtedness, (viii) engage in mergers or consolidations with or into other companies; and (ix) change the nature of our business. The covenants are subject to a number of exceptions and qualifications. Certain of these covenants will be suspended during any period of time that (1) the Notes have Investment Grade Ratings (as defined in the indenture) from both Moody’s Investors Service, Inc. and Standard & Poor’s, and (2) no default has occurred and is continuing under the indenture. In the event that the Notes are downgraded to below an Investment Grade Rating, the Company and certain subsidiaries will again be subject to the suspended covenants with respect to future events. We were in compliance with all covenants as of December 31, 2013. | ||||||||
Par Pharmaceutical Companies, Inc., the parent company, is the sole issuer of the Notes. The Notes are guaranteed on a senior unsecured basis by Par Pharmaceutical Companies, Inc.'s material direct and indirect wholly-owned domestic subsidiaries. The guarantees are full and unconditional and joint and several. Par Pharmaceutical Companies, Inc. has no independent assets or operations. Each of the subsidiary guarantors is 100% owned by Par Pharmaceutical Companies, Inc. and all non-guarantor subsidiaries of Par Pharmaceutical Companies, Inc. are minor subsidiaries. | ||||||||
We incurred interest expense of $95,484 thousand in 2013 (Successor). During the period from September 29, 2012 to December 31, 2012(Successor), we incurred interest expense of $25,985 thousand, and during the period from January 1, 2012 to September 28, 2012(Predecessor), we incurred interest expense of $9,159 thousand. We incurred interest expense of $2,676 thousand in 2011 (Predecessor). | ||||||||
Debt Maturities as of December 31, 2013 | ($ amounts in thousands) | |||||||
2014 | 21,462 | |||||||
2015 | 10,660 | |||||||
2016 | 10,660 | |||||||
2017 | 10,660 | |||||||
2018 | 10,660 | |||||||
2019 | 991,238 | |||||||
2020 | 490,000 | |||||||
Total debt at December 31, 2013 | $1,545,340 | |||||||
The fair value of the senior secured credit term loan was estimated to be approximately $1,063,255 thousand at December 31, 2013 (level 2 inputs) as compared to the face value of $1,055,340 thousand. The fair value of the Notes was estimated to be approximately $507,150 thousand at December 31, 2013 (level 2 inputs) as compared to their face value of $490,000 thousand. |
Derivative_Instruments_and_Hed
Derivative Instruments and Hedging Activities | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | ||||||||||||||||||||||||
Derivative Instruments and Hedging Activities | ' | ||||||||||||||||||||||||
Derivative Instruments and Hedging Activities | |||||||||||||||||||||||||
Risk Management Objective of Using Derivatives | |||||||||||||||||||||||||
We are exposed to certain risks arising from global economic conditions. We manage economic risks, including interest rate risk primarily through the use of derivative financial instruments to mitigate the potential impact of interest rate risk. All derivatives are carried at fair value on our consolidated balance sheets. We do not enter into speculative derivatives. Specifically, we enter into derivative financial instruments to manage exposures that arise from payment of future known and uncertain cash amounts related to our borrowings, the value of which are determined by LIBOR interest rates. We may net settle any of our derivative positions under agreements with our counterparty, when applicable. | |||||||||||||||||||||||||
Cash Flow Hedges of Interest Rate Risk via Interest Rate Caps | |||||||||||||||||||||||||
Our objective in using interest rate derivatives is to add certainty to interest expense amounts and to manage our exposure to interest rate movements, specifically to protect us from variability in cash flows attributable to changes in LIBOR interest rates. To accomplish this objective, we primarily use interest rate caps as part of our interest rate risk management strategy. Interest rate caps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty if LIBOR exceeds the strike rate in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. During the year ended December 31, 2013, we entered into such derivatives to hedge the variable cash flows associated with existing variable-rate debt under our Credit Agreement beginning as of September 30, 2013. These instruments are designated for accounting purposes as cash flow hedges of benchmark interest rate risk related to our Credit Agreement. We assess effectiveness and the effective portion of changes in the fair value of derivatives designated and qualified as cash flow hedges for financial reporting purposes is recorded in “Accumulated other comprehensive loss” on our consolidated balance sheet and will be subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. Any ineffective portion of the change in fair value of the derivatives would be recognized directly in earnings. | |||||||||||||||||||||||||
Interest Rate Caps | |||||||||||||||||||||||||
As of December 31, 2013, we had five outstanding interest rate caps with various termination dates and notional amounts, which we deemed to be effective for accounting purposes. The derivatives had a combined notional value of $600,000 thousand, all with an effective date of September 30, 2013 and with termination dates each September 30th beginning in 2014 and ending in 2018. Consistent with the terms of the Credit Agreement, the interest rate caps have a strike of 1% which matches the LIBOR floor of 1.0% on the debt. The premium is deferred and paid over the life of the instrument. The effective annual interest rate related to these interest rate caps was a fixed weighted average rate of approximately 4.9% (including applicable margin of 3.25% per the Credit Agreement) at December 31, 2013. These instruments are designated for accounting purposes as cash flow hedges of interest rate risk related to our Credit Agreement. Amounts reported in “Accumulated other comprehensive loss” on our consolidated balance sheet related to derivatives will be reclassified to interest expense as interest payments are made on our variable-rate debt under the Credit Agreement. Approximately 30% of our total outstanding debt at December 31, 2013 remains subject to variability in cash flows attributable to changes in LIBOR interest rates. During the next twelve months, we estimate that $4,002 thousand will be reclassified from “Accumulated other comprehensive loss” on our consolidated balance sheet at December 31, 2013 to interest expense. | |||||||||||||||||||||||||
Fair Value | |||||||||||||||||||||||||
As of the effective date, we designated the interest rate swap agreements as cash flow hedges. As cash flow hedges, unrealized gains are recognized as assets while unrealized losses are recognized as liabilities. The interest rate swap agreements are highly correlated to the changes in LIBOR interest rates. The effective portion of such gains or losses is recorded as a component of accumulated other comprehensive income or loss, while the ineffective portion of such gains or losses will be recorded as a component of interest expense. As of December 31, 2013, we recorded $1,189 thousand (or $762 thousand, net of tax) as part of “Accumulated other comprehensive loss” on our consolidated balance sheet. Future realized gains and losses in connection with each required interest payment will be reclassified from Accumulated other comprehensive loss to interest expense. | |||||||||||||||||||||||||
We elected to use the income approach to value the derivatives, using observable Level 2 market expectations at each measurement date and standard valuation techniques to convert future amounts to a single present amount (discounted) assuming that participants are motivated, but not compelled to transact. Level 2 inputs for the cap valuations are limited to quoted prices for similar assets or liabilities in active markets (specifically futures contracts) and inputs other than quoted prices that are observable for the asset or liability (specifically LIBOR cash and swap rates, volatility and credit risk at commonly quoted intervals). Mid-market pricing is used as a practical expedient for fair value measurements. Key inputs for valuation models include the cash rates, futures rates, swap rates, credit rates and interest rate volatilities. Reset rates, discount rates and volatilities are interpolated from these market inputs to calculate cash flows as well as to discount those future cash flows to present value at each measurement date. Refer to Note 7 for additional information regarding fair value measurements. | |||||||||||||||||||||||||
The fair value of our derivative instruments measured as outlined above as of December 31, 2013 was as follows: | |||||||||||||||||||||||||
($ amounts in thousands) | |||||||||||||||||||||||||
December 31, | Quoted Prices | Significant Other Observable Inputs | Significant Other Unobservable Inputs | ||||||||||||||||||||||
Description | 2013 | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||
ASSETS | |||||||||||||||||||||||||
Current Assets | |||||||||||||||||||||||||
Derivatives | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||
$ | — | $ | — | $ | — | $ | — | ||||||||||||||||||
LIABILITIES | |||||||||||||||||||||||||
Current Liabilities | |||||||||||||||||||||||||
Derivatives | $ | (1,189 | ) | $ | — | $ | (1,189 | ) | $ | — | |||||||||||||||
$ | (1,189 | ) | $ | — | $ | (1,189 | ) | $ | — | ||||||||||||||||
The following table summarizes the fair value and presentation in our consolidated balance sheets for derivative instruments as of December 31, 2013 and 2012: | |||||||||||||||||||||||||
($ amounts in thousands) | |||||||||||||||||||||||||
Asset Derivatives | Liability Derivatives | ||||||||||||||||||||||||
December 31, 2013 | December 31, 2012 | December 31, 2013 | December 31, 2012 | ||||||||||||||||||||||
Balance Sheet Location | Fair Value | Fair Value | Balance Sheet Location | Fair Value | Fair Value | ||||||||||||||||||||
Derivatives designated as hedging instruments under ASC 815 | |||||||||||||||||||||||||
Interest rate cap contracts | — | — | Accrued expenses and other current liabilities | $ | (4,002 | ) | — | ||||||||||||||||||
Interest rate cap contracts | — | — | Other Assets | 2,813 | — | ||||||||||||||||||||
Total derivatives designated as hedging instruments under ASC 815 | — | — | $ | (1,189 | ) | — | |||||||||||||||||||
Total derivatives | — | — | $ | (1,189 | ) | — | |||||||||||||||||||
The following tables summarize our five interest cap agreements with a single counterparty and that each agreement represented a net liability for us and none of our interest cap agreements represented a net asset as of December 31, 2013: | |||||||||||||||||||||||||
($ amounts in thousands) | |||||||||||||||||||||||||
Offsetting of Derivative Liabilities | |||||||||||||||||||||||||
As of December 31, 2013 | |||||||||||||||||||||||||
Gross Amounts Not Offset in the Statement of Financial Position | |||||||||||||||||||||||||
Description | Gross Amounts of Recognized Liabilities | Gross Amounts Offset in the Statement of Financial Position | Net Amounts of Liabilities Presented in the Statement of Financial Position | Financial Instruments | Cash Collateral Pledged | Net Amount | |||||||||||||||||||
Derivatives by counterparty | |||||||||||||||||||||||||
Counterparty 1 | $ | (1,189 | ) | $ | (2,813 | ) | $ | (4,002 | ) | $ | 2,813 | $ | — | $ | (1,189 | ) | |||||||||
Total | $ | (1,189 | ) | $ | (2,813 | ) | $ | (4,002 | ) | $ | 2,813 | $ | — | $ | (1,189 | ) | |||||||||
($ amounts in thousands) | |||||||||||||||||||||||||
Offsetting of Derivative Assets | |||||||||||||||||||||||||
As of December 31, 2013 | |||||||||||||||||||||||||
Gross Amounts Not Offset in the Statement of Financial Position | |||||||||||||||||||||||||
Description | Gross Amounts of Recognized Assets | Gross Amounts Offset in the Statement of Financial Position | Net Amounts of Assets Presented in the Statement of Financial Position | Financial Instruments | Cash Collateral Pledged | Net Amount | |||||||||||||||||||
Derivatives by counterparty | |||||||||||||||||||||||||
Counterparty 1 | $ | — | $ | 2,813 | $ | 2,813 | $ | (2,813 | ) | $ | — | $ | — | ||||||||||||
Total | $ | — | $ | 2,813 | $ | 2,813 | $ | (2,813 | ) | $ | — | $ | — | ||||||||||||
The following table summarizes information about the fair values of our derivative instruments on the consolidated statements of other comprehensive income (loss) for the year ended December 31, 2013: | |||||||||||||||||||||||||
Other Comprehensive Income (Loss) Rollforward: | Amount | ||||||||||||||||||||||||
($ thousands) | |||||||||||||||||||||||||
Beginning Balance Gain/(Loss) as of December 31, 2012 | $ | — | |||||||||||||||||||||||
Amount Recognized in Other Comprehensive Income (Loss) on Derivative (Pre-tax) | (2,203 | ) | |||||||||||||||||||||||
Amount Reclassified from Other Comprehensive Income (Loss) into Income (Loss) | 1,014 | ||||||||||||||||||||||||
Ending Balance Gain/(Loss) (Pre-tax) as of December 31, 2013 | $ | (1,189 | ) | ||||||||||||||||||||||
The following table summarizes the effect and presentation of derivative instruments, including the effective portion or ineffective portion of our cash flow hedges, on the consolidated statements of operations for the periods ending December 31, 2013 and 2012: | |||||||||||||||||||||||||
($ amounts in thousands) | |||||||||||||||||||||||||
The Effect of Derivative Instruments on the Statement of Financial Performance | |||||||||||||||||||||||||
For the Year Ended December 31, 2013 | |||||||||||||||||||||||||
Derivatives in ASC 815 Cash Flow Hedging Relationships | Amount of Gain or (Loss) Recognized in Other Comprehensive Income (Loss) on Derivative | Location of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) into Income (Loss) (Effective Portion) | Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income (Loss) | Location of Gain or (Loss) Recognized in Income (Loss) on Derivative (Ineffective Portion ) | Amount of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion ) | ||||||||||||||||||||
(Effective Portion) | (Effective Portion) | ||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | 2013 | 2012 | ||||||||||||||||||||
Interest rate cap contracts | $ | (2,203 | ) | — | Interest Expense | $ | (1,014 | ) | — | Interest Expense | $ | — | — | ||||||||||||
Total | $ | (2,203 | ) | — | $ | (1,014 | ) | — | $ | — | — | ||||||||||||||
Guarantor_and_NonGuarantor_Nar
Guarantor and Non-Guarantor Narrative Disclosure (Notes) | 12 Months Ended |
Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Guarantor and Non-Guarantor Narrative Disclosure | ' |
Guarantor and Non-Guarantor Narrative Disclosure: | |
Par Pharmaceutical Companies, Inc., the parent company, is the sole issuer of the Notes. The Notes are guaranteed on a senior unsecured basis by Par Pharmaceutical Companies, Inc.’s material direct and indirect wholly-owned domestic subsidiaries. The guarantees are full and unconditional and joint and several. Par Pharmaceutical Companies, Inc. has no independent assets or operations. Each of the subsidiary guarantors is 100% owned by Par Pharmaceutical Companies, Inc. and all non-guarantor subsidiaries of Par Pharmaceutical Companies, Inc. are minor subsidiaries. |
ShareBased_Compensation
Share-Based Compensation | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Share-based Compensation [Abstract] | ' | |||||||||||||
Share-Based Compensation | ' | |||||||||||||
Share-Based Compensation: | ||||||||||||||
We account for share-based compensation as required by FASB ASC 718-10 Compensation – Stock Compensation, which requires companies to recognize compensation expense in the amount equal to the fair value of all share-based payments granted to employees. Under FASB ASC 718-10, we recognize share-based compensation ratably over the service period applicable to the award. FASB ASC 718-10 also requires that excess tax benefits be reflected as financing cash flows. | ||||||||||||||
Successor Share-Based Compensation | ||||||||||||||
Stock Options | ||||||||||||||
In conjunction with the Merger, certain senior level employees of Par were granted stock options in Sky Growth Holdings Corporation, effectively granted as of September 28, 2012, under the terms of the Sky Growth Holdings Corporation 2012 Equity Incentive Plan. The share-based compensation expense relating to awards to those persons has been pushed down from Holdings to the Company. | ||||||||||||||
Each optionee received 2 equal tranches of stock options. Tranche 1 options vest based upon continued employment over a five year period, ratably 20% each annual period. Our policy is to recognize expense for this type of award on a straight-line basis over the requisite service period for the entire award (5 years). Tranche 2 options vest based upon continued employment and the company achieving specified annual or bi-annual EBITDA targets. Compensation expense will be recognized on a graded vesting schedule. In circumstances where the specified annual or bi-annual EBITDA targets are not met, Tranche 2 options may also vest in amounts of either 50% or 100% of the original award in the event of a initial public offering or other sale of the company to a third party buyer (a market condition) that returns a specified level of proceeds calculated as a multiple of the original equity invested in the company as of September 28, 2012. | ||||||||||||||
We used the Black-Scholes stock option pricing model to estimate the fair value of Tranche 1 and Tranche 2 without a market condition (service and performance conditions only) stock option awards with the following weighted average assumptions: | ||||||||||||||
(Successor) | ||||||||||||||
TRANCHE 1 | ||||||||||||||
Risk-free interest rate | 0.9 | % | ||||||||||||
Expected life (in years) | 5 | |||||||||||||
Expected volatility | 75 | % | ||||||||||||
Dividend | 0 | % | ||||||||||||
(Successor) | ||||||||||||||
TRANCHE 2 | ||||||||||||||
Risk-free interest rate | 1 | % | ||||||||||||
Expected life (in years) | 5 | |||||||||||||
Expected volatility | 75 | % | ||||||||||||
Dividend | 0 | % | ||||||||||||
The Tranche 2 stock option grants with a market condition were valued using a Monte Carlo simulation. In addition to the above assumptions utilized in the Black-Scholes model, the Monte Carlo simulation developed a range of projected outcomes of the market condition by projecting potential share prices over a 5 year simulation and determining if the share price had reached the specified level of proceeds stipulated in the equity plan. We ran one million simulations and concluded the fair value of the Tranche 2 Option with market condition as the average of present value of the payoffs across all simulations. | ||||||||||||||
A summary of the calculated estimated grant date fair value per option is as follows: | ||||||||||||||
September 29, 2012 to December 31, 2012 | ||||||||||||||
Fair value of stock options | (Successor) | |||||||||||||
TRANCHE 1 | $0.67 | |||||||||||||
TRANCHE 2 without market condition | $0.68 | |||||||||||||
TRANCHE 2 with market condition | $0.76 | |||||||||||||
For Tranche 2 options, each quarter we will evaluate the probability of the Company achieving the annual or the bi-annual EBITDA targets (“Vesting Event A”) and the probability of an initial public offering or other sale of the Company to a third party buyer (“Vesting Event B”). If it is probable that the Company will achieve Vesting Event A, then the Company will recognize expense for Tranche 2 options at the $0.68 per option value with any necessary adjustments to expense to be equal to the ratable expense as of the end of that particular quarter end. If it is probable that the Company will achieve Vesting Event B, then the Company will recognize expense for Tranche 2 options at the $0.76 per option value (which is the fair value taking into account the market condition) with any necessary adjustment to expense to be equal to the ratable expense as of the end of that particular quarter end. | ||||||||||||||
Set forth below is the impact on our results of operations of recording share-based compensation from stock options for the year ended December 31, 2013 and for the period from September 29, 2012 to December 31, 2012 ($ amounts in thousands): | ||||||||||||||
For the Year Ended | For the Period | |||||||||||||
31-Dec-13 | September 29, 2012 to December 31, 2012 | |||||||||||||
(Successor) | (Successor) | |||||||||||||
Cost of goods sold | $901 | $223 | ||||||||||||
Selling, general and administrative | 8,147 | 2,003 | ||||||||||||
Total, pre-tax | $9,048 | $2,226 | ||||||||||||
Tax effect of share-based compensation | (3,348 | ) | (824 | ) | ||||||||||
Total, net of tax | $5,700 | $1,402 | ||||||||||||
The following is a summary of our stock option activity (shares in thousands): | ||||||||||||||
Shares | Weighted Average Exercise Price | Weighted Average Remaining Life | Aggregate Intrinsic Value | |||||||||||
TRANCHE 1 | ||||||||||||||
Balance at December 31, 2012 | 21,630 | $1.00 | ||||||||||||
Granted | 500 | 1 | ||||||||||||
Exercised | — | — | ||||||||||||
Forfeited | (300 | ) | 1 | |||||||||||
Balance at December 31, 2013 | 21,830 | $1.00 | 8.8 | $— | ||||||||||
Exercisable at December 31, 2013 | 4,366 | $1.00 | 8.8 | $— | ||||||||||
Expected to vest at December 31, 2013 | 21,105 | $1.00 | 8.8 | $— | ||||||||||
Shares | Weighted Average Exercise Price | Weighted Average Remaining Life | Aggregate Intrinsic Value | |||||||||||
TRANCHE 2 | ||||||||||||||
Balance at December 31, 2012 | 21,630 | $1.00 | ||||||||||||
Granted | — | — | ||||||||||||
Exercised | — | — | ||||||||||||
Forfeited | (300 | ) | 1 | |||||||||||
Balance at December 31, 2013 | 21,330 | $1.00 | 8.8 | $— | ||||||||||
Exercisable at December 31, 2013 | 4,266 | $1.00 | 8.8 | $— | ||||||||||
Expected to vest at December 31, 2013 | 20,605 | $1.00 | 8.8 | $— | ||||||||||
Rollover Options | ||||||||||||||
As part of the Merger, certain employees of Par were given the opportunity to exchange their stock options in Par for stock options in Sky Growth Holdings Corporation (“Rollover Stock Options”). TPG was not legally or contractually required to replace Par stock options with Sky Growth Holdings Corporation stock options, therefore the Rollover Stock Options were not part of the purchase price. The ratio of exchange was based on the intrinsic value of the Par stock options at September 28, 2012. Par stock options were exchanged for 18,100 thousand Sky Growth Holdings Corporation stock options. | ||||||||||||||
The term of the Par stock options exchanged for Sky Growth Holdings Corporation stock options were not extended. All Rollover Stock Options maintained their 10 year term from original grant date. | ||||||||||||||
All of the Rollover Stock Options were either vested prior to September 27, 2012 or were accelerated vested on September 27, 2012 (date of the Par shareholders’ meeting that approved Par’s acquisition by TPG) in accordance with the terms of the Par stock option agreements. No additional vesting conditions were imposed on the holders of the Rollover Stock Options. All remaining unrecognized share-based compensation expense associated with the Rollover Stock Options was recognized as of September 27, 2012 on Par’s (the predecessor’s) books and records. | ||||||||||||||
The following is a summary of our Rollover Stock Options activity (shares and aggregate intrinsic value in thousands): | ||||||||||||||
Shares | Weighted Average Exercise Price | Weighted Average Remaining Life | Aggregate Intrinsic Value | |||||||||||
Balance at December 31, 2012 | 18,100 | $0.25 | ||||||||||||
Granted | — | — | ||||||||||||
Exercised | (749 | ) | 0.25 | |||||||||||
Forfeited | — | — | ||||||||||||
Balance at December 31, 2013 | 17,351 | $0.25 | 3.8 | $13,013 | ||||||||||
Exercisable at December 31, 2013 | 17,351 | $0.25 | 3.8 | $13,013 | ||||||||||
Restricted Stock | ||||||||||||||
In addition, in conjunction with the Merger, certain senior level employees were granted restricted stock units (RSUs) in Sky Growth Holdings Corporation. The share-based compensation expense relating to awards to those persons has been pushed down from Holdings to the Company. | ||||||||||||||
Each RSU has only a time-based service condition and will vest no later than the fifth anniversary of the grant date (September 28, 2017) upon fulfillment of the service condition. | ||||||||||||||
The fair value of each RSU is based on fair value of each share of Sky Growth Holdings Corporation common stock on the grant date. The RSUs are classified as equity awards. The total calculated value, net of estimated forfeitures, will be recognized ratably over the 5 year vesting period. | ||||||||||||||
Set forth below is the impact on our results of operations of recording share-based compensation from RSUs for the year ended December 31, 2013, December 31, 2012, and December 31, 2011 ($ amounts in thousands): | ||||||||||||||
For the Year Ended | For the Period | |||||||||||||
31-Dec-13 | September 29, 2012 to December 31, 2012 | |||||||||||||
(Successor) | (Successor) | |||||||||||||
Cost of goods sold | $— | $1 | ||||||||||||
Selling, general and administrative | 106 | 13 | ||||||||||||
Total, pre-tax | $106 | $14 | ||||||||||||
Tax effect of share-based compensation | (39 | ) | (5 | ) | ||||||||||
Total, net of tax | $67 | $9 | ||||||||||||
The following is a summary of our RSU activity (shares and aggregate intrinsic value in thousands): | ||||||||||||||
Shares | Weighted Average Grant Price | Aggregate Intrinsic Value | ||||||||||||
Balance at December 31, 2012 | 300 | $1.00 | ||||||||||||
Granted | 115 | 1 | ||||||||||||
Exercised | (40 | ) | 1 | |||||||||||
Forfeited | — | — | ||||||||||||
Non-vested restricted stock unit balance at December 31, 2013 | 375 | $1.00 | $375 | |||||||||||
Long-term Cash Incentive Awards | ||||||||||||||
In conjunction with the Merger, certain employees were granted awards under the Long-term Cash Incentive Award Agreement incentive plan from Sky Growth Holdings Corporation. Each participant has the potential to receive a cash award based on specific achievements in the event of a transaction (e.g., initial public offering or sale of the company to a third party buyer) that returns a specified level of proceeds calculated as a multiple of the original equity invested in the company as of September 28, 2012. There is no vesting period under the long-term cash incentive plan. The grantees must be employed by Sky Growth Holdings Corporation and its subsidiaries at the time of a transaction event in order to be eligible for a cash payment. | ||||||||||||||
This plan is accounted for in accordance with ASC 450 and will be evaluated quarterly. If information available before the financial statements are issued indicates that it is probable that a liability had been incurred at the date of the financial statements then an accrual shall be made for the estimated cash payout. No amount was accrued for the Long-term Cash Incentive Awards through December 31, 2013. | ||||||||||||||
Predecessor Share-Based Compensation | ||||||||||||||
As a result of the Merger, as of September 27, 2012, the Predecessor’s unvested share-based compensation instruments were accelerated to vest in accordance with the underlying Predecessor equity plans. These instruments, together with previously vested awards, and with the exception of Rollover Options discussed above, were settled in cash at the $50.00 purchase price per share paid by TPG in the Merger. All previous share-based compensation plans were canceled in conjunction with the Merger. | ||||||||||||||
Stock Options | ||||||||||||||
We used the Black-Scholes stock option pricing model to estimate the fair value of stock option awards with the following weighted average assumptions: | ||||||||||||||
For the period ended | ||||||||||||||
September 28, | December 31, | |||||||||||||
2012 | 2011 | |||||||||||||
Risk-free interest rate | 0.8 | % | 2.2 | % | ||||||||||
Expected life (in years) | 4.7 | 5.2 | ||||||||||||
Expected volatility | 43.9 | % | 44.6 | % | ||||||||||
Dividend | 0 | % | 0 | % | ||||||||||
The following is a summary of the weighted average per share fair value of options granted for the periods ended September 28, 2012 and December 31, 2011. | ||||||||||||||
For the period ended | ||||||||||||||
September 28, | December 31, | |||||||||||||
2012 | 2011 | |||||||||||||
Weighted average per share fair value of options granted | $12.46 | $15.34 | ||||||||||||
Set forth below is the impact on our results of operations of recording share-based compensation from stock options for the periods ended September 28, 2012 and December 31, 2011 ($ amounts in thousands): | ||||||||||||||
For the period ended | ||||||||||||||
September 28, | December 31, | |||||||||||||
2012 | 2011 | |||||||||||||
Cost of goods sold | $300 | $432 | ||||||||||||
Selling, general and administrative | 2,700 | 3,889 | ||||||||||||
Total, pre-tax | 3,000 | 4,321 | ||||||||||||
Tax effect of share-based compensation | (1,110 | ) | (1,599 | ) | ||||||||||
Total, net of tax | $1,890 | $2,722 | ||||||||||||
The following is a summary of our stock option activity (shares and aggregate intrinsic value in thousands): | ||||||||||||||
Shares | Weighted Average Grant Price | Weighted Average Remaining Life | Aggregate Intrinsic Value | |||||||||||
Balance at December 31, 2011 | 2,286 | $30.11 | — | — | ||||||||||
Granted | 310 | 32.97 | — | — | ||||||||||
Exercised | (1,659 | ) | 25.61 | — | — | |||||||||
Forfeited | (937 | ) | 39.12 | — | — | |||||||||
Balance at September 28, 2012 | — | $— | — | $— | ||||||||||
Total fair value of shares vested ($ amounts in thousands): | ||||||||||||||
For the period ended | ||||||||||||||
September 28, | December 31, | |||||||||||||
2012 | 2011 | |||||||||||||
Total fair value of shares vested | $3,125 | $4,186 | ||||||||||||
Restricted Stock/Restricted Stock Units | ||||||||||||||
Outstanding restricted stock and restricted stock units generally vested ratably over four years. The related share-based compensation expense was recorded over the requisite service period, which was the vesting period. The fair value of restricted stock was based on the market value of our common stock on the date of grant. | ||||||||||||||
The impact on our results of operations of recording share-based compensation from restricted stock for the periods ended September 28, 2012 and December 31, 2011 was as follows ($ amounts in thousands): | ||||||||||||||
For the period ended | ||||||||||||||
September 28, | December 31, | |||||||||||||
2012 | 2011 | |||||||||||||
Cost of goods sold | $377 | $551 | ||||||||||||
Selling, general and administrative | 3,390 | 4,958 | ||||||||||||
Total, pre-tax | $3,767 | $5,509 | ||||||||||||
Tax effect of stock-based compensation | (1,394 | ) | (2,038 | ) | ||||||||||
Total, net of tax | $2,373 | $3,471 | ||||||||||||
The following is a summary of our restricted stock activity (shares and aggregate intrinsic value in thousands): | ||||||||||||||
Shares | Weighted Average Grant Price | Aggregate Intrinsic Value | ||||||||||||
Non-vested balance at December 31, 2011 | 281 | $24.28 | — | |||||||||||
Granted | 99 | 32.89 | — | |||||||||||
Exercised | (370 | ) | 26.37 | — | ||||||||||
Forfeited | (10 | ) | 32 | — | ||||||||||
Non-vested balance at September 28, 2012 | — | $— | $— | |||||||||||
The following is a summary of our restricted stock unit activity (shares and aggregate intrinsic value in thousands): | ||||||||||||||
Shares | Weighted Average Grant Price | Aggregate Intrinsic Value | ||||||||||||
Non-vested restricted stock unit balance at December 31, 2011 | 69 | $36.47 | — | |||||||||||
Granted | 82 | 33.09 | — | |||||||||||
Exercised | (128 | ) | 34.97 | — | ||||||||||
Forfeited | (23 | ) | 32.76 | — | ||||||||||
Non-vested restricted stock unit balance at September 28, 2012 | — | $— | $— | |||||||||||
Restricted Stock Unit Grants With Internal Performance Conditions | ||||||||||||||
In January 2012, we issued restricted stock units with performance conditions (“performance units”) to our Chief Operating Officer and our President. The vesting of these performance units was contingent upon the achievement of certain financial and operational goals related to the Anchen Acquisition and corporate entity performance with cliff vesting after three years if the performance conditions and continued employment condition were met. | ||||||||||||||
Our Chief Operating Officer and our President each received approximately 25 thousand performance units in January 2012. The value of the performance units awarded was approximately $1.7 million at the grant date. These awards were accelerated and vested as of September 28, 2012 and all related compensation was recognized as of that date. | ||||||||||||||
Cash-settled Restricted Stock Unit Awards | ||||||||||||||
We granted cash-settled restricted stock unit awards that vested ratably over four years to certain employees. The cash-settled restricted stock unit awards were classified as liability awards and were reported within accrued expenses and other current liabilities and other long-term liabilities on the consolidated balance sheet through September 28, 2012. Cash settled restricted stock units entitled such employees to receive a cash amount determined by the fair value of our common stock on the vesting date. The fair values of these awards were remeasured at each reporting period (marked to market) until the awards vested and were paid as of September 28, 2012. Fair value fluctuations were recognized as cumulative adjustments to share-based compensation expense and the related liabilities. Cash-settled restricted stock unit awards were subject to forfeiture if employment terminated prior to vesting. Share-based compensation expense for cash-settled restricted stock unit awards were recognized ratably over the service period. | ||||||||||||||
The impact on our results of operations of recording share-based compensation from cash-settled restricted stock units for the periods ended September 28, 2012 and December 31, 2011 was as follows ($ amounts in thousands): | ||||||||||||||
For the period ended | ||||||||||||||
September 28, | December 31, | |||||||||||||
2012 | 2011 | |||||||||||||
Cost of goods sold | $232 | $132 | ||||||||||||
Selling, general and administrative | 2,089 | 1,188 | ||||||||||||
Total, pre-tax | $2,321 | $1,320 | ||||||||||||
Tax effect of stock-based compensation | (859 | ) | (488 | ) | ||||||||||
Total, net of tax | $1,462 | $832 | ||||||||||||
Information regarding activity for cash-settled restricted stock units outstanding is as follows (number of awards in thousands): | ||||||||||||||
Shares | Weighted Average Grant Price | Aggregate Intrinsic Value | ||||||||||||
Awards outstanding at December 31, 2011 | 149 | $32.97 | — | |||||||||||
Granted | 137 | 33.38 | — | |||||||||||
Exercised | (40 | ) | 32.55 | — | ||||||||||
Forfeited | (246 | ) | 62.84 | — | ||||||||||
Awards outstanding at September 28, 2012 | — | $— | $— | |||||||||||
Employee Stock Purchase Program: | ||||||||||||||
We maintained an Employee Stock Purchase Program (the “Program”). The Program was designed to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code of 1986, as amended. It enabled eligible employees to purchase shares of our common stock at a 5% discount to the fair market value. All shares were monetized and the Program was cancelled as of September 28, 2012 in conjunction with the Merger. | ||||||||||||||
(amounts in thousands) | ||||||||||||||
For the period ended | ||||||||||||||
September 28, | December 31, | |||||||||||||
2012 | 2011 | |||||||||||||
Shares purchased by employees | 5 | 12 | ||||||||||||
Chief Executive Officer Specific Share-based Compensation | ||||||||||||||
On November 2, 2010, we entered into an employment agreement with our former President and Chief Executive Officer (the “former CEO”), effective as of January 1, 2011. His employment agreement was for a three-year term, ending December 31, 2013. Pursuant to the employment agreement, the former CEO was eligible to receive an incentive compensation award based on the compound annual growth rate (“CAGR”) of our common stock over the course of the three-year employment term (January 1, 2011 to December 31, 2013). The former CEO was eligible to receive an incentive compensation award ranging from $2 million (for a three-year CAGR of 4%) to $9 million (for a three-year CAGR of 20% or more). He was not eligible to receive an incentive compensation award if the Company’s three-year CAGR was below 4%, and no incentive compensation award would be payable if the employment agreement was terminated prior to its expiration unless a change of control (as defined in the agreement) had occurred. This CAGR based award was classified as liability awards and are reported within accrued expenses and other current liabilities and other long-term liabilities on the consolidated balance sheet through September 28, 2012. The fair values of this award was remeasured at each reporting period (mark-to-market) using a Monte Carlo valuation model until the award vested and was paid. Fair value fluctuations were recognized as cumulative adjustments to share-based compensation expense and the related liabilities. Share-based compensation expense for this CAGR award was recognized ratably over the three-year service period. Through September 28, 2012, we recognized $4,566 thousand of expense associated with this plan. | ||||||||||||||
In January 2011, the former CEO was granted an equity award consisting of restricted stock units with a total grant date economic value of approximately $1.85 million. The units vested on the date that a change of control (as defined in the agreement) occurred. The related share-based compensation expense was recorded through September 28, 2012. The fair value of restricted stock units was based on the market value of our common stock on the date of grant. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||||
Dec. 31, 2013 | |||||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||||
Income Taxes | ' | ||||||||||||||
Income Taxes: | |||||||||||||||
The components of our provision (benefit) for income taxes on income from continuing operations for the year ended December 31, 2013, the successor period from September 29, 2012 through December 31, 2012, the predecessor period from January 1, 2012 through September 28, 2012, and the year ended December 31 2011 are as follows ($ amounts in thousands): | |||||||||||||||
For the Year Ended | For the Period | For the Year Ended | |||||||||||||
31-Dec-13 | September 29, 2012 to | January 1, 2012 to | 31-Dec-11 | ||||||||||||
31-Dec-12 | 28-Sep-12 | ||||||||||||||
(Successor) | (Successor) | (Predecessor) | (Predecessor) | ||||||||||||
Current income tax provision (benefit): | |||||||||||||||
Federal | $19,505 | $3,502 | $21,795 | $3,522 | |||||||||||
State | 187 | 176 | (5,284 | ) | (6,261 | ) | |||||||||
Foreign | 973 | 230 | 833 | — | |||||||||||
20,665 | 3,908 | 17,344 | (2,739 | ) | |||||||||||
Deferred income tax (benefit) provision: | |||||||||||||||
Federal | (79,996 | ) | (20,660 | ) | 12,982 | (7,813 | ) | ||||||||
State | (1,851 | ) | (930 | ) | (829 | ) | 4,556 | ||||||||
Foreign | — | — | (50 | ) | — | ||||||||||
(81,847 | ) | (21,590 | ) | 12,103 | (3,257 | ) | |||||||||
($61,182 | ) | ($17,682 | ) | $29,447 | ($5,996 | ) | |||||||||
Deferred tax assets and (liabilities) as of December 31, 2013, and 2012 are as follows ($ amounts in thousands): | |||||||||||||||
December 31, | December 31, | ||||||||||||||
2013 | 2012 | ||||||||||||||
(Successor) | (Successor) | ||||||||||||||
Deferred tax assets: | |||||||||||||||
Accounts receivable | $35,298 | $31,877 | |||||||||||||
Inventories | 12,670 | 8,063 | |||||||||||||
Litigation settlements and contingencies | 12,241 | 8,257 | |||||||||||||
Accrued and prepaid expenses | 8,219 | 8,638 | |||||||||||||
Net operating losses and credit carryforwards | 14,019 | 18,539 | |||||||||||||
Asset impairments | 996 | 1,400 | |||||||||||||
Stock options and restricted shares | 4,097 | 801 | |||||||||||||
Other | 4,790 | 2,560 | |||||||||||||
Total deferred tax assets | 92,330 | 80,135 | |||||||||||||
Deferred tax liabilities: | |||||||||||||||
Fixed assets | (20,621 | ) | (23,173 | ) | |||||||||||
Deferred financing cost | (15,463 | ) | — | ||||||||||||
Intangible assets | (275,399 | ) | (365,495 | ) | |||||||||||
Other | (1,376 | ) | (1,096 | ) | |||||||||||
Total deferred tax liabilities | (312,859 | ) | (389,764 | ) | |||||||||||
Less valuation allowance | (12,322 | ) | (6,803 | ) | |||||||||||
Net deferred tax (liability) asset | ($232,851 | ) | ($316,432 | ) | |||||||||||
Management believes it is more likely than not that the deferred tax asset balance of $92.3 million as of December 31, 2013 will be realized. | |||||||||||||||
We have gross net operating loss (“NOL”) carryforwards at December 31, 2013 of approximately $179.6 million for state income tax purposes. State NOL carryforwards will begin expiring in 2014. A gross valuation allowance on the deferred tax assets at December 31, 2013, primarily relates to certain state NOL’s and credit and capital loss carryforwards of approximately $137.1 million which represents $12.3 million of net valuation allowance. This valuation allowance has been established due to the uncertainty of realizing those deferred tax assets in the future. This valuation allowance increased in 2013 by $5.5 million, primarily due to an increase of certain state NOL’s principally driven by our debt service costs. | |||||||||||||||
On January 2, 2013, the American Taxpayer Relief Act of 2012 was enacted and the law extended several provisions, including a two year extension of the U.S. tax credit for research and experimental expenses. Under accounting rules, a tax law change is taken into account in calculating the income tax provision in the period in which enacted. Because the extension was enacted into law in 2013, tax expense for 2013 reflects retroactive extension of these provisions. The entire benefit of the 2012 R&D Tax Credit is reflected in the 2013 fiscal year financial results. | |||||||||||||||
The table below provides reconciliation between the statutory federal income tax rate and the effective rate of income tax expense for each of the periods shown as follows: | |||||||||||||||
For the Year Ended | For the Period | For the Year Ended | |||||||||||||
31-Dec-13 | September 29, 2012 to | January 1, 2012 to | 31-Dec-11 | ||||||||||||
31-Dec-12 | 28-Sep-12 | ||||||||||||||
(Successor) | (Successor) | (Predecessor) | (Predecessor) | ||||||||||||
Federal statutory tax rate | 35% | 35% | 35% | 35% | |||||||||||
State tax – net of federal benefit | 1 | 1 | 2 | 2 | |||||||||||
Change in valuation of deferred tax assets | — | — | — | -9 | |||||||||||
Tax contingencies | — | -1 | -6 | 8 | |||||||||||
Non-deductible legal settlements | — | — | 17 | -14 | |||||||||||
Non-deductible annual pharmaceutical manufacturers' fee | -2 | — | — | -5 | |||||||||||
Non-deductible transaction costs | — | — | 8 | -4 | |||||||||||
R&D Credit | 2 | — | — | — | |||||||||||
Other | 1 | — | 2 | -2 | |||||||||||
Effective tax rate | 37% | 35% | 58% | 11% | |||||||||||
Tax Contingencies | |||||||||||||||
Significant judgment is required in evaluating our tax positions and determining its provision for income taxes. During the ordinary course of business, there are transactions and calculations for which the ultimate tax determination is uncertain. We establish reserves for tax related uncertainties based on estimates of whether, and the extent to which, additional taxes will be due. These reserves are established when we believe that certain positions might be challenged despite our belief that our tax return positions are fully supportable. We adjust these reserves in light of changing facts and circumstances, such as the outcome of tax audits. The provision for income taxes includes the impact of reserve provisions and changes to reserves that are considered appropriate. Accruals for tax contingencies are provided for in accordance with the requirements of ASC 740-10. We reflect interest and penalties attributable to income taxes, to the extent they arise, as a component of its income tax provision or benefit. | |||||||||||||||
At December 31, 2013 the amount of gross unrecognized tax benefits (excluding the federal benefit received from state positions) was $18.0 million. Of this total, $13.3 million (net of the federal benefit on state issues) represents the amount of unrecognized tax benefits that, if recognized, would favorably affect the effective rate related to continuing income in the future periods. The total amount of accrued interest and penalties resulting from such unrecognized tax benefits was $2.5 million at December 31, 2013 and $2.2 million at December 31, 2012. During the year ended December 31, 2013, the period from September 29, 2012 to December 31, 2012 (Successor), the period from January 1, 2012 to September 28, 2012 (Predecessor), and for the year ended December 31, 2011 (Predecessor), we recognized approximately $0.5 million, $0.04 million, $0.4 million, and $0.4 million, respectively, in interest and penalties. | |||||||||||||||
A reconciliation of the beginning and ending amount of gross unrecognized tax benefits for the year ended December 31, 2013 (Successor), the period from September 29, 2012 to December 31, 2012 (Successor), the period from January 1, 2012 to September 28, 2012 (Predecessor) and the year ended December 31, 2011 (Predecessor) are as follows ($ amounts in thousands): | |||||||||||||||
For the Year Ended | For the Period | For the Year Ended | |||||||||||||
31-Dec-13 | September 29, 2012 to | January 1, 2012 to | 31-Dec-11 | ||||||||||||
31-Dec-12 | 28-Sep-12 | ||||||||||||||
(Successor) | (Successor) | (Predecessor) | (Predecessor) | ||||||||||||
Balance at the beginning of period | $12,538 | $12,119 | $14,409 | $31,571 | |||||||||||
Additions based on tax positions related to the current year | 2,577 | 419 | 2,337 | 1,779 | |||||||||||
Additions for tax positions of prior years | 3,708 | — | 634 | 3,217 | |||||||||||
Reductions for tax positions of prior years | (842 | ) | — | (5,261 | ) | (5,013 | ) | ||||||||
Reductions due to lapse of applicable statute of limitations | — | — | — | (16,720 | ) | ||||||||||
Settlements paid | — | — | — | (425 | ) | ||||||||||
Balance at the end of the period | $17,981 | $12,538 | $12,119 | $14,409 | |||||||||||
We believe it is reasonably possible that approximately $6 million of our current unrecognized tax positions may be recognized within the next twelve months as a result of settlements or a lapse of the statute of limitations. | |||||||||||||||
The Company is currently under audit by the IRS for the tax years 2009 to 2011. A Company subsidiary is currently under audit by the IRS for the periods 2007 through November 16, 2011. Periods prior to 2007 are no longer subject to IRS audit. We are currently under audit in several state jurisdictions for the years 2005 through 2011. In most other state jurisdictions, we are no longer subject to examination by tax authorities for years prior to 2009. |
Commitments_Contingencies_and_
Commitments, Contingencies and Other Matters | 12 Months Ended |
Dec. 31, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments, Contingencies and Other Matters | ' |
Commitments, Contingencies and Other Matters: | |
Leases | |
At December 31, 2013, we had minimum rental commitments aggregating $13.8 million under non-cancelable operating leases expiring through 2018. Amounts payable thereunder are $5.2 million in 2014, $4.4 million in 2015, $2.5 million in 2016, $1.4 million in 2017 and $0.3 million thereafter. Rent expense charged to operations was $6.3 million in 2013 (Successor), $1.6 million in the period from September 29, 2012 to December 31, 2012 (Successor), $4.8 million for the period from January 1, 2012 to September 28, 2012 (Predecessor), and $4.9 million in 2011 (Predecessor). | |
Retirement Savings Plan | |
We have a Retirement Savings Plan (the “Retirement Savings Plan”) whereby eligible employees are permitted to contribute annually from 1% to 25% of their compensation to the Retirement Savings Plan. We contribute an amount equal to 50% of up to the first 6% of compensation contributed by the employee (“401(k) matching feature”). All participants enrolled in the Retirement Savings Plan as of January 1, 2013 became vested immediately with respect to the 401(k) matching feature contributions each pay period. Participants who enrolled in the Retirement Savings Plan after January 1, 2013 become vested with respect to 20% of our contributions for each full year of employment with the Company and thus become fully vested after five full years. We also may contribute additional funds each year to the Retirement Savings Plan, the amount of which, if any, is determined by the Board in its sole discretion. We incurred expenses related to the 401(k) matching feature of the Retirement Savings Plan of $1.7 million in 2013, $0.2 million in the period from September 29, 2012 to December 31, 2012 (Successor), $0.9 million for the period from January 1, 2012 to September 28, 2012 (Predecessor), and $1.2 million in 2011 (Predecessor), We did not make a discretionary contribution to the Retirement Savings Plan for 2013, 2012 and 2011. | |
Par’s Anchen subsidiary has a legacy 401(k) plan whereby its eligible employees are permitted to contribute annually from their compensation to this 401(k) plan up to the annual IRS limit. Under this plan, Anchen eligible employees can receive employer matching contributions of 100% of the first 3% of compensation contributed and 50% of the next 2% of compensation contributed (“Anchen 401(k) matching feature”). Participants in the legacy 401(k) plan become vested immediately with respect to the Anchen 401(k) matching feature contributions each pay period. Anchen eligible employees may also receive additional funds each year under the legacy 401(k) plan, the amount of which, if any, is determined by the Board in its sole discretion. As of December 31, 2012, this plan was merged into the Retirement Savings Plan. We incurred expenses related to the Anchen 401(k) matching feature of $146 thousand in the period from September 29, 2012 to December 31, 2012 (Successor), $381 thousand for the period from January 1, 2012 to September 28, 2012 (Predecessor), and $50 thousand in 2011 (Predecessor). We did not make a discretionary contribution to the legacy 401(k) plan for 2012 or 2011. | |
Legal Proceedings | |
Our legal proceedings are complex and subject to significant uncertainties. As such, we cannot predict the outcome or the effects of the legal proceedings described below. While we believe that we have valid claims and/or defenses in the litigations described below, litigation is inherently unpredictable, and the outcome of these proceedings could include substantial damages, the imposition of substantial fines, penalties, and injunctive or administrative remedies. For proceedings where losses are both probable and reasonably estimable, we have accrued for such potential loss as set forth below. Such accruals have been developed based upon estimates and assumptions that have been deemed reasonable by management, but the assessment process relies heavily on estimates and assumptions that may ultimately prove to be inaccurate or incomplete, and unknown circumstances may exist or unforeseen events occur that could lead us to change those estimates and assumptions. Unless otherwise indicated below, at this time we are not able to estimate the possible loss or range of loss, if any, associated with these legal proceedings. In general, we intend to continue to vigorously prosecute and/or defend these proceedings, as appropriate; however, from time to time, we may settle or otherwise resolve these matters on terms and conditions that we believe are in the best interests of the Company. Resolution of any or all claims, investigations, and legal proceedings, individually or in the aggregate, could have a material adverse effect on our results of operations and/or cash flows in any given accounting period or on our overall financial condition. | |
Patent Related Matters | |
On April 28, 2006, CIMA Labs, Inc. and Schwarz Pharma, Inc. filed separate lawsuits against us in the U.S. District Court for the District of New Jersey. CIMA and Schwarz Pharma each have alleged that we infringed U.S. Patent Nos. 6,024,981 (the “'981 patent”) and 6,221,392 (the “'392 patent”) by submitting a Paragraph IV certification to the FDA for approval of alprazolam orally disintegrating tablets. On July 10, 2008, the United States Patent and Trademark Office (“USPTO”) rejected all claims pending in both the '392 and '981 patents. On September 28, 2009, the USPTO's Patent Trial and Appeal Board (“PTAB”) affirmed the Examiner's rejection of all claims in the '981 patent, and on March 24, 2011, the PTAB affirmed the rejections pending for both patents and added new grounds for rejection of the '981 patent. On June 24, 2011, the plaintiffs re-opened prosecution on both patents at the USPTO. On May 13, 2013, the PTAB reversed outstanding rejections to the currently pending claims of the '392 patent reexamination application and affirmed a conclusion by the Examiner that testimony offered by the patentee had overcome other rejections. On September 20, 2013, a reexamination certificate was issued for the ’392 patent, and on January 9, 2014, a reexamination certificate was issued for the ’981 patent, each incorporating narrower claims than the respective originally-issued patent. We intend to vigorously defend this lawsuit and pursue our counterclaims. | |
Unimed and Laboratories Besins Iscovesco (“Besins”) filed a lawsuit on August 22, 2003 against Paddock Laboratories, Inc. in the U.S. District Court for the Northern District of Georgia alleging patent infringement as a result of Paddock's submitting an ANDA with a Paragraph IV certification seeking FDA approval of testosterone 1% gel, a generic version of Unimed Pharmaceuticals, Inc.'s Androgel®. On September 13, 2006, we acquired from Paddock all rights to the ANDA, and the litigation was resolved by a settlement and license agreement that permits us to launch the generic version of the product no earlier than August 31, 2015, and no later than February 28, 2016, assuring our ability to market a generic version of Androgel® well before the expiration of the patents at issue. On January 30, 2009, the Bureau of Competition for the FTC filed a lawsuit against us in the U.S. District Court for the Central District of California, subsequently transferred to the Northern District of Georgia, alleging violations of antitrust laws stemming from our court-approved settlement, and several distributors and retailers followed suit with a number of private plaintiffs' complaints beginning in February 2009. On February 23, 2010, the District Court granted our motion to dismiss the FTC's claims and granted in part and denied in part our motion to dismiss the claims of the private plaintiffs. On September 28, 2012, the District Court granted our motion for summary judgment against the private plaintiffs' claims of sham litigation. On June 10, 2010, the FTC appealed the District Court's dismissal of the FTC's claims to the U.S. Court of Appeals for the 11th Circuit. On April 25, 2012, the Court of Appeals affirmed the District Court's decision. On June 17, 2013, the Supreme Court of the United States reversed the Court of Appeals’ decision and remanded the case to the U.S. District Court for the Northern District of Georgia for further proceedings. On October 23, 2013, the District Court issued an order on indicative ruling on a request for relief from judgment, effectively remanding to the District Court the appeal of the grant of our motion for summary judgment against the private plaintiffs’ claims and holding those claims in abeyance while the remaining issues pending before the Court are resolved. We believe we have complied with all applicable laws in connection with the court-approved settlement and intend to continue to vigorously defend these actions. | |
On September 13, 2007, Santarus, Inc. and The Curators of the University of Missouri (“Missouri”) filed a lawsuit against us in the U.S. District Court for the District of Delaware. The complaint alleges infringement of U.S. Patent Nos. 6,699,885; 6,489,346; and 6,645,988 because we submitted an ANDA with a Paragraph IV certification seeking FDA approval of 20 mg and 40 mg omeprazole/sodium bicarbonate capsules. On December 20, 2007, Santarus and Missouri filed a second lawsuit against us in the U.S. District Court for the District of Delaware alleging infringement of the patents because we submitted an ANDA with a Paragraph IV certification seeking FDA approval of 20 mg and 40 mg omeprazole/sodium bicarbonate powders for oral suspension. The complaints generally seek (i) a finding of infringement, validity, and/or enforceability; and (ii) a permanent injunction be entered, terminating at the expiration of the patents-in-suit. On March 4, 2008, the cases pertaining to our ANDAs for omeprazole capsules and omeprazole oral suspension were consolidated for all purposes. On April 14, 2010, the District Court ruled in our favor, finding that plaintiffs’ patents were invalid as being obvious and without adequate written description. Santarus appealed to the U.S. Court of Appeals for the Federal Circuit, and we cross-appealed the District Court’s decision of enforceability of plaintiffs’ patents. On July 1, 2010, we launched our generic Omeprazole/Sodium Bicarbonate product. On September 4, 2012, the Court of Appeals affirmed-in-part and reversed-in-part the District Court’s decision. On December 10, 2012, our petition for rehearing and rehearing en banc was denied without comment. A jury trial is now scheduled in the District Court for November 3, 2014. On March 1, 2013, we filed a motion for judgment on the pleadings seeking dismissal of the case. A contingent liability of $9 million was recorded on our consolidated balance sheet as of December 31, 2012 and December 31, 2013 for this matter. We can give no assurance that the final resolution of this legal proceeding will not materially differ from our estimates and assumptions inherent in our best estimate of potential loss. We have ceased further distribution of our generic omeprazole/sodium bicarbonate 20 mg and 40 mg capsule product pending further developments. We will continue to vigorously defend this action. | |
On September 20, 2010, Schering-Plough HealthCare Products, Santarus, Inc., and the Curators of the University of Missouri filed a lawsuit against us in the U.S. District Court for the District of New Jersey. The complaint alleges infringement of U.S. Patent Nos. 6,699,885; 6,489,346; 6,645,988; and 7,399,772 because we submitted an ANDA with a Paragraph IV certification seeking FDA approval of a 20mg/1100 mg omeprazole/sodium bicarbonate capsule, a version of Schering-Plough's Zegerid OTC®. The complaint generally seeks (i) a finding of infringement, validity, and/or enforceability; and (ii) a permanent injunction be entered, terminating at the expiration of the patents-in-suit. The case was stayed pending the decision by the Court of Appeals on the prescription product appeal described in the preceding paragraph, and the parties agreed to be bound by such decision for purposes of the OTC product litigation. The case was re-opened on October 3, 2012, and a bench-trial was scheduled for January 26, 2015. On February 25, 2014, the case was stayed pending standard antitrust review of a confidential settlement. | |
On April 29, 2009, Pronova BioPharma ASA filed a lawsuit against us in the U.S. District Court for the District of Delaware. The complaint alleges infringement of U.S. Patent Nos. 5,502,077 and 5,656,667 because we submitted an ANDA with a Paragraph IV certification seeking FDA approval of omega-3-acid ethyl esters oral capsules. On May 29, 2012, the District Court ruled in favor of Pronova in the initial case, and we appealed to the U.S. Court of Appeals for the Federal Circuit on June 25, 2012. An oral hearing was held on May 8, 2013, and on September 12, 2013, the Court of Appeals ruled in our favor, reversing the lower District Court decision. On October 15, 2013, Pronova filed petitions for panel and en banc rehearing, which were denied on January 16, 2014. On March 5, 2014, judgment in our favor was formally entered in the District Court. | |
On October 4, 2010, UCB Manufacturing, Inc. filed a verified complaint in the Superior Court of New Jersey, Chancery Division, Middlesex, naming us, our development partner Tris Pharma, and Tris Pharma's head of research and development, Yu- Hsing Tu. The complaint alleges that Tris and Tu misappropriated UCB's trade secrets and, by their actions, breached contracts and agreements to which UCB, Tris, and Tu were bound. The complaint further alleges unfair competition against Tris, Tu, and us relating to the parties' manufacture and marketing of generic Tussionex® seeking a judgment of misappropriation and breach, a permanent injunction and disgorgement of profits. On June 2, 2011, the court granted Tris's motion for summary judgment dismissing UCB's claims, and UCB appealed. An oral hearing was held on April 8, 2013. We intend to vigorously defend the lawsuit. | |
On August 10, 2011, Avanir Pharmaceuticals, Inc. et al. filed a lawsuit against us in the U.S. District Court for the District of Delaware. The complaint alleges infringement of U.S. Patent Nos. 7,659,282 and RE38,155 because we submitted an ANDA with a Paragraph IV certification seeking FDA approval of oral capsules of 20 mg dextromethorphan hydrobromide and 10 mg quinidine sulfate. The complaint generally seeks (i) a finding of infringement, validity, and/or enforceability; and (ii) a permanent injunction be entered, terminating at the expiration of the patents-in-suit. Our case was consolidated with those of other defendants, Actavis, Impax, and Wockhardt. A Markman ruling was entered December 3, 2012 and a bench trial was held from September 9-13 and October 15, 2013. We intend to defend this action vigorously. | |
On September 1, 2011, we, along with EDT Pharma Holdings Ltd. (now known as Alkermes Pharma Ireland Limited) (Elan), filed a complaint against TWi Pharmaceuticals, Inc. of Taiwan in the U.S. District Court for the District of Maryland and another complaint against TWi on September 2, 2011, in the U.S. District Court for the Northern District of Illinois. In both complaints, Elan and we allege infringement of U.S. Patent No. 7,101,576 because TWi filed an ANDA with a Paragraph IV certification seeking FDA approval of a generic version of Megace® ES. On February 6, 2012, we voluntarily dismissed our case in the Northern District of Illinois and proceeded with our case in the District of Maryland. Our complaint seeks (i) a finding of infringement, validity, and/or enforceability; and (ii) a permanent injunction be entered, terminating at the expiration of the patents-in-suit. On July 17, 2013, the District Court granted in part and denied in part TWi's motion for summary judgment of invalidity and noninfringement and granted summary judgment in our favor dismissing two of TWi's invalidity defenses. On September 25, 2013, the District Court entered a stipulation in which TWi conceded infringement of the ’576 patent. A bench trial was held from October 7-15, 2013. On February 21, 2014, the District Court issued a decision in favor of TWi, finding all asserted claims of the ’576 patent invalid for obviousness. We intend to vigorously pursue an appeal of this decision and further intend to assert, in cooperation with Elan, other intellectual property against TWi. | |
On October 28, 2011, Astra Zeneca, Pozen, Inc., and KBI-E Inc., filed a lawsuit against our subsidiary, Anchen Pharmaceuticals, in the U.S. District Court for the District of New Jersey. The complaint alleges infringement of U.S. Patent No. 6,926,907; 6,369,085; 7,411,070; and 7,745 ,466 because Anchen submitted an ANDA with a Paragraph IV certification seeking FDA approval of delayed-release oral tablets of 375/20 and 500/20 mg naproxen/esomeprazole magnesium. The complaint generally seeks (i) a finding of infringement, validity, and/or enforceability; and (ii) a permanent injunction be entered, terminating at the expiration of the patents-in-suit. A Markman ruling was entered on May 1, 2013. On October 15, 2013, a draft stipulation of dismissal was offered to plaintiffs in light of our conversion of our Paragraph IV certification to a Paragraph III certification in our ANDA. As of the date of this Report, plaintiffs continue to oppose the entry of the dismissal stipulation. We will continue to defend this action vigorously. | |
On March 28, 2012, Horizon Pharma Inc. and Horizon Pharma USA Inc. filed a lawsuit against us in the U.S. District Court for the District of Delaware. The complaint alleges infringement of U.S. Patent No. 8,067,033 because we submitted an ANDA with a Paragraph IV certification seeking FDA approval of oral tablets of 26.6/800 mg famotidine/ibuprofen. The complaint generally seeks (i) a finding of infringement, validity, and/or enforceability; and (ii) a permanent injunction be entered, terminating at the expiration of the patents-in-suit. On October 17, 2013, the case was dismissed pursuant to a confidential settlement agreement. | |
On April 4, 2012, AR Holding Company, Inc. filed a lawsuit against us in the U.S. District Court for the District of Delaware. The complaint alleges infringement of U.S. Patent Nos. 7,619,004; 7,601,758; 7,820,681; 7,915,269; 7,964,647; 7,964,648; 7,981,938; 8,093,296; 8,093,297; and 8,097,655 because we submitted an ANDA with a Paragraph IV certification seeking FDA approval of oral tablets of 0.6 mg colchicine. On November 1, 2012, Takeda Pharmaceuticals was substituted as the plaintiff and real party-in-interest in the case. The complaint generally seeks (i) a finding of infringement, validity, and/or enforceability; and (ii) a permanent injunction be entered, terminating at the expiration of the patents-in-suit. On August 30, 2013, Takeda filed a new complaint against us in view of our change of the ANDA’s labeled indication. A bench trial is scheduled for August 3, 2015. We intend to defend this action vigorously. | |
On August 22, 2012, we were added as a defendant to the action pending before the U.S. District Court for the Northern District of California brought by Takeda Pharmaceuticals, originally against Handa Pharmaceuticals. Takeda's complaints allege infringement of U.S. Patent Nos. 6,462,058; 6,664,276; 6,939,971; 7,285,668; 7,737,282; and 7,790,755 because Handa submitted an ANDA with a Paragraph IV certification to the FDA for approval of dexlansoprazole delayed release capsules, 30 mg and 60 mg. The complaint generally seeks (i) a finding of infringement, validity, and/or enforceability; and (ii) a permanent injunction be entered, terminating at the expiration of the patents-in-suit. We assumed the rights to this ANDA and are prosecuting the case vigorously. A bench trial was held on June 5-13, 2013. On April 26, 2013, we filed a declaratory judgment complaint in the U.S. District Court for the Northern District of California in view of U.S. Patent Nos. 8,105,626 and 8,173,158, and another in the same court on July 9, 2013 with respect to U.S. Patent No. 8,461,187, in each case against Takeda Pharmaceuticals, and asserting that the patents in questions are not infringed, invalid, or unenforceable. A bench trial has been set in this case for April 13, 2015. On October 17, 2013, a decision in favor of Takeda was entered in the original District Court case with respect to the ’282 and ’276 patents. On November 6, 2013, we filed our appeal of the original District Court’s judgment to the Court of Appeals for the Federal Circuit. We intend to continue to defend and prosecute, as appropriate, these actions vigorously. | |
On October 25, 2012, Purdue Pharma L.P. and Transcept Pharmaceuticals filed a lawsuit against us in the U.S. District Court for the District of New Jersey. The complaint alleged infringement of U.S. Patent Nos. 8,242,131 and 8,252,809 because we submitted an ANDA with a Paragraph IV certification seeking FDA approval of zolpidem tartrate sublingual tablets 1.75 and 3.5 mg. The complaint generally seeks (i) a finding of infringement, validity, and/or enforceability; and (ii) a permanent injunction be entered, terminating at the expiration of the patents-in-suit. A Markman hearing is scheduled for May 8, 2014, and pre-trial briefs are due October 24, 2014. We intend to defend this action vigorously. | |
On October 31, 2012, Acura Pharmaceuticals, Inc. filed a lawsuit against us in the U.S. District Court for the District of Delaware. The complaint alleged infringement of U.S. Patent No. 7,510,726 because we submitted an ANDA with a Paragraph IV certification seeking FDA approval of oxycodone oral tablets 5 and 7.5 mg. The complaint generally seeks (i) a finding of infringement, validity, and/or enforceability; and (ii) a permanent injunction be entered, terminating at the expiration of the patents-in-suit. On October 7, 2013, an order was entered to stay the case pending the Court’s review of a confidential settlement agreement. | |
On December 19, 2012, Endo Pharmaceuticals and Grunenthal filed a lawsuit against us in the U.S. District Court for the Southern District of New York. The complaint alleges infringement of U.S. Patent Nos. 7,851,482; 8,114,383; 8,192,722; 8.309, 060; 8,309,122; and 8,329,216 because we submitted an ANDA with a Paragraph IV certification to the FDA for approval of oxymorphone hydrochloride extended release tablets 40 mg. The complaint generally seeks (i) a finding of infringement, validity, and/or enforceability; and (ii) a permanent injunction be entered, terminating at the expiration of the patents-in-suit. We intend to defend this action vigorously. | |
On January 8, 2013, we were substituted for Actavis as defendant in litigation then pending in the U.S. District Court for the District of Delaware. The action was brought by Novartis against Actavis for filing an ANDA with a Paragraph IV certification seeking FDA approval of rivastigmine transdermal extended release film 4.6 and 9.5 mg/24 hr. The complaint alleges infringement of U.S. Patents 5,602,176; 6,316,023; and 6,335,031 and generally seeks (i) a finding of infringement, validity, and/or enforceability; and (ii) a permanent injunction be entered, terminating at the expiration of the patents-in-suit. A trial was held August 26-29, 2013, and a second bench trial directed to our non-infringement positions is scheduled to be held May 1, 2014. We intend to defend this action vigorously. | |
On January 31, 2013, Merz Pharmaceuticals filed a lawsuit against us in the U.S. District Court for the District of Delaware. The complaint alleges infringement of U.S. Patent Nos. 7,638,552 and 7,816,396 because we submitted an ANDA with a Paragraph IV certification to the FDA for approval of glycopyrrolate oral solution. The complaint generally seeks (i) a finding of infringement, validity, and/or enforceability; and (ii) a permanent injunction be entered, terminating at the expiration of the patents-in-suit. On November 13, 2013, the case was dismissed pursuant to a confidential settlement agreement. | |
On February 7, 2013, Sucampo Pharmaceuticals, Takeda Pharmaceuticals, and R-Tech Ueno filed a lawsuit against us in the U.S. District Court for the District of Delaware. The complaint alleges infringement of U.S. Patent Nos. 6,414,016; 7,795,312; 8,026,393; 8,071,613; 8,097,653; and 8,338,639 because we submitted an ANDA with a Paragraph IV certification to the FDA for approval of lubiprostone oral capsules 8 mcg and 24 mcg. The complaint seeks (i) a finding of infringement; and (ii) a permanent injunction be entered, terminating at the expiration of the patents-in-suit. On July 3, 2013, an amended complaint was filed, adding U.S. Patent No. 8,389,542 to the case. A bench trial is scheduled for December 1, 2014. We intend to defend this action vigorously. | |
On May 14, 2013, Bayer Pharma AG, Bayer IP GMBH, and Bayer Healthcare Pharmaceuticals, Inc. filed a lawsuit against us in the U.S. District Court for the District of Delaware. The complaint alleges infringement of U.S. Patent Nos. 6,362,178 and 7,696,206 because we submitted an ANDA with a Paragraph IV certification to the FDA for approval of vardenafil hydrochloride orally disintegrating tablets. The complaint seeks (i) a finding of infringement; and (ii) a permanent injunction be entered, terminating at the expiration of the patents-in-suit. A bench trial is scheduled for April 6, 2015. We intend to defend this action vigorously. | |
On May 15, 2013, Endo Pharmaceuticals filed a lawsuit against us in the U.S. District Court for the Southern District of New York. The complaint alleges infringement of U.S. Patent Nos. 7,851,482; 8,309,122; and 8,329,216 as a result of our November 2012 acquisition from Watson of an ANDA with a Paragraph IV certification seeking FDA approval of non-tamper resistant oxymorphone hydrochloride extended release tablets. The complaint generally seeks (i) a finding of infringement, validity, and/or enforceability; and (ii) a permanent injunction be entered, terminating at the expiration of the patents-in-suit. While Watson had settled patent litigation relating to this product in October 2010, Endo is asserting patents that issued after that settlement agreement was executed. We intend to defend this action vigorously. | |
On June 19, 2013, Alza Corporation and Janssen Pharmaceuticals, Inc. filed a lawsuit against us in the U.S. District Court for the District of Delaware. The complaint alleges infringement of U.S. Patent No. 8,163,798 as a result of our November 2012 acquisition from Watson of an ANDA with a Paragraph IV certification seeking FDA approval of methylphenidate hydrochloride extended release tablets. The complaint generally seeks (i) a finding of infringement, validity, and/or enforceability; and (ii) a permanent injunction be entered, terminating at the expiration of the patents-in-suit. A bench trial is scheduled for March 16, 2015. We intend to defend this action vigorously. | |
On June 21, 2013, we, along with Alkermes Pharma Ireland Ltd., filed a complaint against Breckenridge Pharmaceutical, Inc. in the U.S. District Court for the District of Delaware. In the complaint, we allege infringement of U.S. Patent Nos. 6,592,903 and 7,101,576 because Breckenridge filed an ANDA with a Paragraph IV certification seeking FDA approval of a generic version of Megace® ES. Our complaint seeks (i) a finding of infringement, validity, and/or enforceability; and (ii) a permanent injunction be entered, terminating at the expiration of the patents-in-suit. A bench trial is scheduled for February 17, 2015. We intend to prosecute this infringement case vigorously. | |
On September 23, 2013, Forest Labs and Royalty Pharma filed a lawsuit against us in the U.S. District Court for the District of Delaware. The complaint alleges infringement of U.S. Patent Nos., 6,602,911; 7,888,342; and 7,994,220 because we submitted an ANDA with a Paragraph IV certification to the FDA for approval of 12.5, 25, 50, and 100 mg milnacipran HCl oral tablets. The complaint seeks (i) a finding of infringement; and (ii) a permanent injunction be entered, terminating at the expiration of the patents-in-suit. We intend to defend this action vigorously. | |
On August 20, 2013, MonoSol RX and Reckitt Benckiser filed a lawsuit against us in the U.S. District Court for the District of Delaware. The complaint alleges infringement of U.S. Patent Nos., 8,017,150 and 8,475,832 because we submitted an ANDA with a Paragraph IV certification to the FDA for approval of EQ 2/0.5, 8/2, 4/1, 12/3 mg base buprenorphine HCl/naloxone HCl sublingual films. The complaint seeks (i) a finding of infringement; and (ii) a permanent injunction be entered, terminating at the expiration of the patents-in-suit. A three-day bench trial is scheduled for August 31, 2015. We intend to defend this action vigorously. | |
On October 22, 2013, Horizon Pharma and Jagotec AG filed a lawsuit against us in the U.S. District Court for the District of New Jersey. The complaint alleges infringement of U.S. Patent Nos., 6,488,960; 6,677,326; 8,168,218; 8,309,124; and 8,394,407 because we submitted an ANDA with a Paragraph IV certification to the FDA for approval of 2 and 5 mg prednisone delayed release oral tablets. The complaint seeks (i) a finding of infringement; and (ii) a permanent injunction be entered, terminating at the expiration of the patents-in-suit. On December 6, 2013, the case was dismissed pursuant to our ANDA withdrawal. | |
On November 26, 2013, Otsuka Pharmaceutical Co. filed a lawsuit against us in the U.S. District Court for the District of Delaware. The complaint alleges both improper notification as to the Paragraph IV certification accompanying our ANDA for approval of 15 and 30 mg tolvaptan oral tablets as well as infringement of U.S. Patent Nos. 5,753,677 and 8,501,730. The complaint seeks (i) a declaratory judgment of improper notice; (ii) a finding of infringement; and (iii) a permanent injunction be entered, terminating at the expiration of the patents-in-suit. On March 10, 2014, the District Court granted Otsuka’s motion for judgment on the pleadings, dismissing the case, as our initial notice letter preceded our acceptance for filing from FDA. At the appropriate time, we intend to resubmit the notice letter. | |
On December 27, 2013, Jazz Pharmaceuticals filed a lawsuit against us in the U.S. District Court for the District of New Jersey. The complaint alleges infringement of U.S. Patent Nos. 6,472,431; 6,780,889; 7,262,219; 7,851,506; 8,263,650; 8,324,275; 8,461,203; 7,668,730; 7,765,106; 7,765,107; 7,895,059; 8,457,988; and 8,589,182 because we submitted an ANDA with a Paragraph IV certification to the FDA for approval of 500mg/ml sodium oxybate oral solution. The complaint seeks (i) a finding of infringement; and (ii) a permanent injunction be entered, terminating at the expiration of the patents-in-suit. We intend to defend this action vigorously. | |
On January 21, 2014, Lyne Laboratories, Fresenius USA Manufacturing and Fresenius Medical Care Holdings filed a lawsuit against us in the U.S. District Court for the District of Massachusetts. The complaint alleges infringement of U.S. Patent Nos. 8,591,938 and 8,592,480 because we submitted an ANDA with a Paragraph IV certification to the FDA for approval of 169mg/5ml calcium acetate oral solution. The complaint seeks (i) a finding of infringement; and (ii) a permanent injunction be entered, terminating at the expiration of the patents-in-suit. We intend to defend this action vigorously. | |
On January 23, 2014, Eli Lilly filed a lawsuit against us in the U.S. District Court for the Southern District of Indiana, and on January 24, 2014, Lilly, Daiichi Sankyo, and Ube Industries, Ltd. filed a lawsuit against us in the U.S. District Court for the District of New Jersey. The complaints allege infringement of U.S. Patent Nos. 8,404,703 and 8,569,325 because we submitted an ANDA with a Paragraph IV certification to the FDA for approval of EQ 5 mg and EQ 10 mg prasugrel hydrochloride oral tablets. The complaints seek (i) a finding of infringement and (ii) a permanent injunction be entered, terminating at the expiration of the patents-in-suit. We intend to defend these actions vigorously. | |
On February 14, 2014, Forest Laboratories, Inc., Forest Laboratories Holdings, Ltd., and Adamas Pharmaceuticals, Inc., filed a lawsuit against us and our Anchen subsidiary in the U.S. District Court for the District of Delaware. The complaint alleges infringement of U.S. Patent Nos. 8,039,009; 8,168,209; 8,173,708; 8,283,379; 8,329,752; 8,362,085; and 8,598,233 because we submitted ANDAs with Paragraph IV certifications to the FDA for approval of 7, 14, 21, and 28 mg memantine hydrochloride extended release capsules. The complaint seeks (i) a finding of infringement and (ii) a permanent injunction be entered, terminating at the expiration of the patents-in-suit. We intend to defend this action vigorously. | |
Industry Related Matters | |
Beginning in September 2003, we, along with numerous other pharmaceutical companies, have been named as a defendant in actions brought by the Attorneys General of Illinois, Kansas, and Utah, as well as a state law qui tam action brought on behalf of the state of Wisconsin by Peggy Lautenschlager and Bauer & Bach, LLC, alleging generally that the defendants defrauded the state Medicaid systems by purportedly reporting or causing the reporting of AWP and/or “Wholesale Acquisition Costs” that exceeded the actual selling price of the defendants’ prescription drugs. These cases generally seek some combination of actual damages, and/or double damages, treble damages, compensatory damages, statutory damages, civil penalties, disgorgement of excessive profits, restitution, disbursements, counsel fees and costs, litigation expenses, investigative costs, injunctive relief, punitive damages, imposition of a constructive trust, accounting of profits or gains derived through the alleged conduct, expert fees, interest and other relief that the court deems proper. On November 21, 2013, we reached an agreement in principle to resolve the claims brought by the State of Illinois for $28,500 thousand, including attorneys’ fees and costs. On January 28, 2014, we settled the claims brought by the State of Kansas for $1,750 thousand. On February 5, 2014, we settled the claims brought by the State of Utah for $2,100 thousand. On February 17, 2014, the Dane County Circuit Court for the state of Wisconsin dismissed the claim brought by Peggy Lautenschlager and Bauer & Bach, LLC. During the year ended December 31, 2013, we recorded an additional $25,650 thousand as "Settlements and loss contingencies, net" on the consolidated statements of operations as we continue to periodically assess and estimate our remaining potential liability. A contingent liability of $32,367 thousand was recorded under the caption “Accrued legal settlements” on our consolidated balance sheet as of December 31, 2013, in connection with the aforementioned AWP actions. Pending the finalization of the State of Illinois agreement in principle, all of our existing AWP cases will have been concluded. | |
The Attorneys General of Florida, Indiana and Virginia and the United States Office of Personnel Management (the “USOPM”) have issued subpoenas, and the Attorneys General of Michigan, Tennessee, Texas, and Utah have issued civil investigative demands, to us. The demands generally request documents and information pertaining to allegations that certain of our sales and marketing practices caused pharmacies to substitute ranitidine capsules for ranitidine tablets, fluoxetine tablets for fluoxetine capsules, and two 7.5 mg buspirone tablets for one 15 mg buspirone tablet, under circumstances in which some state Medicaid programs at various times reimbursed the new dosage form at a higher rate than the dosage form being substituted. We have provided documents in response to these subpoenas to the respective Attorneys General and the USOPM. The aforementioned subpoenas and civil investigative demands culminated in the federal and state law qui tam action brought on behalf of the United States and several states by Bernard Lisitza. The complaint was unsealed on August 30, 2011. The United States intervened in this action on July 8, 2011 and filed a separate complaint on September 9, 2011, alleging claims for violations of the Federal False Claims Act and common law fraud. The states of Michigan and Indiana have also intervened as to claims arising under their respective state false claims acts, common law fraud, and unjust enrichment. On July 13, 2012, we filed an Answer and Affirmative Defense to Indiana's Amended Complaint. We intend to vigorously defend these lawsuits. | |
Other | |
We are, from time to time, a party to certain other litigations, including product liability litigations. We believe that these litigations are part of the ordinary course of our business and that their ultimate resolution will not have a material effect on our financial condition, results of operations or liquidity. We intend to defend or, in cases where we are the plaintiff, to prosecute these litigations vigorously. |
Discontinued_Operations_Relate
Discontinued Operations - Related Party Transaction | 12 Months Ended |
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We divested FineTech Laboratories, Ltd (“FineTech”), effective December 31, 2005. We transferred the business for no proceeds to Dr. Arie Gutman, president and chief executive officer of FineTech. Dr. Gutman also resigned from our Board of Directors. In 2012 and 2011 we recorded tax amounts to discontinued operations for interest related to contingent tax liabilities. In 2011, we recognized a tax benefit of approximately $20,000 thousand to discontinued operations due to a reversal of certain FineTech related contingent tax liabilities. The results of FineTech operations are classified as discontinued because we have no continuing involvement in FineTech. |
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Segment Information | ' | |||||||||||||||
Segment Information: | ||||||||||||||||
We operate in two reportable business segments: generic pharmaceuticals (referred to as “Par Pharmaceutical” or “Par”) and branded pharmaceuticals (referred to as “Strativa Pharmaceuticals” or “Strativa”). Branded products are marketed under brand names through marketing programs that are designed to generate physician and consumer loyalty. Branded products generally are patent protected, which provides a period of market exclusivity during which they are sold with little or no direct competition. Generic pharmaceutical products are the chemical and therapeutic equivalents of corresponding brand drugs. The Drug Price Competition and Patent Term Restoration Act of 1984 provides that generic drugs may enter the market upon the approval of an ANDA and the expiration, invalidation or circumvention of any patents on corresponding brand drugs, or the expiration of any other market exclusivity periods related to the brand drugs. Our chief operating decision maker is our Chief Executive Officer. | ||||||||||||||||
Our business segments were determined based on management’s reporting and decision-making requirements in accordance with FASB ASC 280-10 Segment Reporting. We believe that our generic products represent a single operating segment because the demand for these products is mainly driven by consumers seeking a lower cost alternative to brand name drugs. Par’s generic drugs are developed using similar methodologies, for the same purpose (e.g., seeking bioequivalence with a brand name drug nearing the end of its market exclusivity period for any reason discussed above). Par’s generic products are produced using similar processes and standards mandated by the FDA, and Par’s generic products are sold to similar customers. Based on the similar economic characteristics, production processes and customers of Par’s generic products, management has determined that Par’s generic pharmaceuticals are a single reportable business segment. Our chief operating decision maker does not review the Par (generic) or Strativa (brand) segments in any more granularity, such as at the therapeutic or other classes or categories. Certain of our expenses, such as the direct sales force and other sales and marketing expenses and specific research and development expenses, are charged directly to either of the two segments. Other expenses, such as general and administrative expenses and non-specific research and development expenses are allocated between the two segments based on assumptions determined by management. | ||||||||||||||||
Our chief operating decision maker does not review our assets, depreciation or amortization by business segment at this time as they are not material to Strativa. Therefore, such allocations by segment are not provided. | ||||||||||||||||
The financial data for the two business segments are as follows ($ amounts in thousands): | ||||||||||||||||
For the Year Ended | For the Period | For the Year Ended | ||||||||||||||
31-Dec-13 | September 29, 2012 to | January 1, 2012 to | December 31, | |||||||||||||
31-Dec-12 | 28-Sep-12 | 2011 | ||||||||||||||
(Successor) | (Successor) | (Predecessor) | (Predecessor) | |||||||||||||
Revenues: | ||||||||||||||||
Par Pharmaceutical | $1,028,418 | $227,312 | $743,360 | $834,592 | ||||||||||||
Strativa | 69,049 | 18,827 | 60,508 | 91,546 | ||||||||||||
Total revenues | $1,097,467 | $246,139 | $803,868 | $926,138 | ||||||||||||
Gross margin: | ||||||||||||||||
Par Pharmaceutical | 271,396 | 33,776 | 296,338 | 320,313 | ||||||||||||
Strativa | 46,647 | 11,669 | 46,012 | 66,431 | ||||||||||||
Total gross margin | $318,043 | $45,445 | $342,350 | $386,744 | ||||||||||||
Operating (loss) income: | ||||||||||||||||
Par Pharmaceutical | (48,082 | ) | (25,938 | ) | 116,591 | (10,973 | ) | |||||||||
Strativa | (17,361 | ) | (3,825 | ) | (57,151 | ) | (39,620 | ) | ||||||||
Total operating (loss) income | ($65,443 | ) | ($29,763 | ) | $59,440 | ($50,593 | ) | |||||||||
Gain (loss) on marketable securities and other investments, net | 1,122 | — | — | 237 | ||||||||||||
Gain on bargain purchase | — | 5,500 | — | — | ||||||||||||
Interest income | 87 | 50 | 424 | 736 | ||||||||||||
Interest expense | (95,484 | ) | (25,985 | ) | (9,159 | ) | (2,676 | ) | ||||||||
Loss on debt extinguishment | (7,335 | ) | — | — | — | |||||||||||
(Benefit) provision for income taxes | (61,182 | ) | (17,682 | ) | 29,447 | (5,996 | ) | |||||||||
(Loss) income from continuing operations | ($105,871 | ) | ($32,516 | ) | $21,258 | ($46,300 | ) | |||||||||
Total revenues of our top selling products were as follows ($ amounts in thousands): | ||||||||||||||||
For the Year Ended | For the Period | For the Year Ended | ||||||||||||||
Product | December 31, | September 29, 2012 to | January 1, 2012 to | December 31, | ||||||||||||
2013 | 31-Dec-12 | 28-Sep-12 | 2011 | |||||||||||||
(Successor) | (Successor) | (Predecessor) | (Predecessor) | |||||||||||||
Par Pharmaceutical | ||||||||||||||||
Budesonide (Entocort® EC) | $198,834 | $36,710 | $103,762 | $70,016 | ||||||||||||
Propafenone (Rythmol SR®) | 70,508 | 19,623 | 53,825 | 69,835 | ||||||||||||
Metoprolol succinate ER (Toprol-XL®) | 56,670 | 31,287 | 154,216 | 250,995 | ||||||||||||
Lamotrigine (Lamictal XR®) | 54,577 | — | — | — | ||||||||||||
Divalproex (Depakote®) | 46,635 | 2,436 | 9,099 | — | ||||||||||||
Rizatriptan (Maxalt®) | 45,598 | — | — | — | ||||||||||||
Bupropion ER (Wellbutrin®) | 45,403 | 11,255 | 34,952 | — | ||||||||||||
Chlorpheniramine/Hydrocodone (Tussionex®) | 33,518 | 17,403 | 30,706 | 39,481 | ||||||||||||
Modafinil (Provigil®) | 27,688 | 16,956 | 88,831 | — | ||||||||||||
Diltiazem (Cardizem® CD) | 27,212 | 3,702 | — | — | ||||||||||||
Other (1) | 390,346 | 79,789 | 249,383 | 374,288 | ||||||||||||
Other product related revenues (2) | 31,429 | 8,151 | 18,586 | 29,977 | ||||||||||||
Total Par Pharmaceutical Revenues | $1,028,418 | $227,312 | $743,360 | $834,592 | ||||||||||||
Strativa | ||||||||||||||||
Megace® ES | $39,510 | $10,910 | $38,322 | $58,172 | ||||||||||||
Nascobal® Nasal Spray | 26,864 | 7,138 | 17,571 | 21,399 | ||||||||||||
Other | (910 | ) | 130 | 130 | 3,309 | |||||||||||
Other product related revenues (2) | 3,585 | 649 | 4,485 | 8,666 | ||||||||||||
Total Strativa Revenues | $69,049 | $18,827 | $60,508 | $91,546 | ||||||||||||
-1 | The further detailing of revenues of the other approximately 50 generic drugs was not considered significant to the overall disclosure due to the lower volume of revenues associated with each of these generic products. No single product in the other category was significant to total generic revenues for the year ended December 31, 2013 (Successor), the period from September 29, 2012 to December 31, 2012 (Successor) or for the period from January 1, 2012 to September 28, 2012 (Predecessor) or for the year ended December 31, 2011 (Predecessor). | |||||||||||||||
-2 | Other product related revenues represents licensing and royalty related revenues from profit sharing agreements. |
Restructuring_Costs
Restructuring Costs | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||
Restructuring Costs [Abstract] | ' | ||||||||||||||||||||
Restructuring Costs | ' | ||||||||||||||||||||
Restructuring Costs: | |||||||||||||||||||||
In June 2011, we announced our plans to resize Strativa Pharmaceuticals, our branded products division, as part of a strategic assessment. We reduced our Strativa workforce by approximately 90 people. The remaining Strativa sales force focus their marketing efforts on Megace® ES and Nascobal® Nasal Spray. In connection with these actions, we incurred expenses for severance and other employee-related costs. The intangible assets related to products no longer a priority for our remaining Strativa sales force were fully impaired by these actions (total charge of $24,226 thousand). We also had non-cash inventory write downs for product and samples associated with the products no longer a priority for our remaining Strativa sales force. Inventory write downs were classified as cost of goods sold on the consolidated statements of operations for the year ended December 31, 2011. In July 2011, Strativa returned the U.S. commercialization rights of Zuplenz® to MonoSol, as part of the resizing of Strativa. In September 2011, Strativa executed a termination agreement with BioAlliance returning all Oravig® rights and obligations to BioAlliance. We recorded an initial charge of $27,660 thousand of which $674 thousand was reflected as cost of goods sold. No liability remained as of December 31, 2013. | |||||||||||||||||||||
In January 2013, we initiated a restructuring of Strativa, our branded pharmaceuticals division, in anticipation of entering into a settlement agreement and corporate integrity agreement that terminated the U.S. Department of Justice’s ongoing investigation of Strativa’s marketing of Megace® ES. We reduced our Strativa workforce by approximately 70 people, with the majority of the reductions in the sales force. The remaining Strativa sales force has been reorganized into a single sales team of approximately 60 professionals that focus their marketing efforts principally on Nascobal® Nasal Spray. In connection with these actions, we incurred expenses for severance and other employee-related costs as well as the termination of certain contracts. The remaining liabilities at December 31, 2013 were included with accrued expenses and other current liabilities on the consolidated balance sheet. | |||||||||||||||||||||
The following table summarizes the activity for 2013 and the remaining related restructuring liabilities balance (included in accrued expenses and other current liabilities on the consolidated balance sheet) as of December 31, 2013 ($ amounts in thousands): | |||||||||||||||||||||
Restructuring Activities | Initial Charge | Cash Payments | Non-Cash Charge Related to Inventory and/or Intangible Assets | Reversals, Reclass or Transfers | Liabilities at December 31, 2013 | ||||||||||||||||
Severance and employee benefits to be paid in cash | $1,413 | ($1,303 | ) | $0 | ($4 | ) | $106 | ||||||||||||||
Asset impairments and other | 403 | — | (403 | ) | — | — | |||||||||||||||
Total restructuring costs line item | $1,816 | ($1,303 | ) | ($403 | ) | ($4 | ) | $106 | |||||||||||||
The total charge was related to the Strativa segment. The charges related to this plan to reduce the size of the Strativa business are reflected on the consolidated statements of operations for the year ended December 31, 2013. |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
Subsequent Events: | |
Acquisition of JHP | |
On February 20, 2014, we completed our acquisition of JHP Group Holdings, Inc., the parent company of JHP Pharmaceuticals LLC (“JHP”), a leading specialty pharmaceutical company that develops, manufactures and markets branded and generic sterile injectable products, for $490 million, subject to certain customary post-closing adjustments. We subsequently changed JHP’s name to Par Sterile Products, LLC. Par Sterile Products focuses on the U.S. sterile injectable drug market, manufactures and sells branded and generic aseptic injectable pharmaceuticals in hospital and clinical settings, and provides contract manufacturing services for global pharmaceutical companies. Par Sterile Products currently markets a portfolio of 14 specialty injectable products, and has developed a pipeline of 34 products, 17 of which have been submitted for approval to the U.S. Food and Drug Administration. Par Sterile Products’ sterile manufacturing facility in Rochester, Michigan has the capability to manufacture small-scale clinical through large-scale commercial products. We funded this transaction and associated expenses with debt financing (see below), which is subject to customary conditions and an equity commitment of $110 million from certain investment funds associated with TPG Capital. | |
The acquisition of JHP will be accounted for as a business combination in accordance with ASC 805. Accordingly, the assets and liabilities of JHP as of February 20, 2014 will be recorded at their respective fair values. We are still in the process of completing the purchase price allocation. The preliminary purchase price allocation for JHP is expected to be completed in the first quarter of 2014. We are also in the process of completing the required supplemental pro forma revenue and earnings information for this acquisition. We expect to include a preliminary determination of the acquisition consideration and detail of the assets acquired and liabilities assumed in our condensed consolidated financial statements for the quarter ending March 31, 2014, which will be included as part of our Quarterly Report on Form 10-Q. | |
Repricing of the Term Loan Facility and Additional Borrowings | |
On February 20, 2014 in conjunction with our acquisition of JHP, we entered into an amendment to our Senior Credit Facility that refinanced all of the outstanding tranche B-1 term loans of the Borrower (the “Existing Tranche B Term Loans”) with a new tranche of tranche B-2 term loans (the “New Tranche B Term Loans”) in an aggregate principal amount of $1,055 million. The terms of the New Tranche B Term Loans are substantially the same as the terms of the Existing Tranche B Term Loans, except that (1) the interest rate margins applicable to the New Tranche B Term Loans are 3.00% for LIBOR and 2.00% for base rate, a 25 basis point reduction compared to the Existing Tranche B Term Loans and (2) the New Tranche B Loans are subject to a soft call provision applicable to the optional prepayment of the loans which requires a premium equal to 1.00% of the aggregate principal amount of the loans being prepaid if, on or prior to August 20, 2014, the Company enters into certain repricing transactions. Additionally, the maximum senior secured net leverage ratio in compliance with which the Company can incur an unlimited amount of new incremental debt was increased by 25 basis points to 3.75:1.00. | |
Additionally, on February 20, 2014 in conjunction with our acquisition of JHP, we also entered into the Incremental Term B-2 Joinder Agreement (the “Joinder”) among us, Holdings, and certain of our subsidiaries, and our lenders. Under the terms of the Joinder, we borrowed an additional $395 million of New Tranche B Term Loans from the lenders participating therein for the purpose of consummating our acquisition of JHP. |
Unaudited_Selected_Quarterly_F
Unaudited Selected Quarterly Financial Data | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Quarterly Financial Data [Abstract] | ' | |||||||||||||||||||
Unaudited Selected Quarterly Financial Data | ' | |||||||||||||||||||
Unaudited Selected Quarterly Financial Data: | ||||||||||||||||||||
Unaudited selected quarterly financial data for 2013 and 2012 are summarized below ($ amounts in thousands): | ||||||||||||||||||||
Fiscal 2013 | First | Second | Third | Fourth | ||||||||||||||||
Quarter | Quarter | Quarter | Quarter | |||||||||||||||||
(Successor) | (Successor) | (Successor) | (Successor) | |||||||||||||||||
Total revenues | $ | 290,196 | $ | 233,669 | $ | 267,321 | $ | 306,281 | ||||||||||||
Gross margin | 71,444 | 58,900 | 81,391 | 106,308 | ||||||||||||||||
Total operating expenses | 62,835 | 66,399 | 106,116 | 148,136 | ||||||||||||||||
Operating income (loss) | 8,609 | (7,499 | ) | (24,725 | ) | (41,828 | ) | |||||||||||||
Net loss | $ | (14,746 | ) | $ | (21,791 | ) | $ | (29,299 | ) | $ | (40,035 | ) | ||||||||
Third Quarter | ||||||||||||||||||||
Fiscal 2012 | First | Second | July 1, 2012 to | September 29, 2012 to September 30, 2012 | Fourth | |||||||||||||||
Quarter | Quarter | 28-Sep-12 | Quarter | |||||||||||||||||
(Predecessor) | (Predecessor) | (Predecessor) | (Successor) | (Successor) | ||||||||||||||||
Total revenues | $ | 271,472 | $ | 294,333 | $ | 238,063 | $ | 10,689 | $ | 235,450 | ||||||||||
Gross margin | 97,846 | 143,154 | 101,350 | 3,627 | 41,818 | |||||||||||||||
Total operating expenses | 119,059 | 60,383 | 103,468 | 288 | 74,920 | |||||||||||||||
Operating (loss) income | (21,213 | ) | 82,771 | (2,118 | ) | 3,339 | (33,102 | ) | ||||||||||||
Net (loss) income | $ | (28,723 | ) | $ | 51,277 | $ | (1,379 | ) | $ | 1,588 | $ | (34,133 | ) | |||||||
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | |
Dec. 31, 2013 | ||
Accounting Policies [Abstract] | ' | |
Principles of Consolidation | ' | |
Principles of Consolidation: | ||
The consolidated financial statements include the accounts of the Company with certain items pushed down from Holdings, principally share-based compensation. Holdings and its wholly owned subsidiaries include Par Pharmaceutical Companies, Inc. and Par Pharmaceutical, Inc. where the operations of the Company are conducted and which are the obligators under the Senior Credit Facilities and the 7.375% Senior Notes (refer to Note 13 - "Debt"). All intercompany transactions are eliminated in consolidation. | ||
Basis of Financial Statement Presentation | ' | |
Basis of Financial Statement Presentation: | ||
Our accounting and reporting policies conform to the accounting principles generally accepted in the United States of America (U.S. GAAP). The Financial Accounting Standards Board (“FASB”) codified all the accounting standards and principles in the Accounting Standards Codification (“ASC”) as the single source of U.S. GAAP recognized by the FASB to be applied by nongovernmental entities in preparation of financial statements in conformity with U.S. GAAP. Rules and interpretive releases of the Securities and Exchange Commission (the “SEC”) under federal securities laws are also sources of authoritative U.S. GAAP for SEC registrants. All content within the ASC carries the same level of authority. | ||
As a result of the Merger, a new basis of accounting was established as of September 29, 2012. The consolidated financial statements and notes differentiate the results of operations and cash flows for the year ended December 31, 2013 and the period from September 29, 2012 to December 31, 2012 denoting the new basis of accounting as “Successor” in such statements, with a black line separating that information from the results of operations and cash flows for the period from January 1, 2012 to September 28, 2012 and the year ended December 31, 2011 which is identified as “Predecessor” in such statements and which reflects the basis of accounting prior to the Merger. For additional information on the effects of the Merger, including a discussion of the Company’s accounting for the Merger, refer to Note 2, “Sky Growth Merger”. | ||
Use of Estimates | ' | |
Use of Estimates: | ||
The consolidated financial statements include certain amounts that are based on management’s best estimates and judgments. Estimates are used in determining such items as provisions for sales returns, rebates and incentives, chargebacks, and other sales allowances, depreciable/amortizable lives, asset impairments, excess inventory, valuation allowance on deferred taxes, purchase price allocations and amounts recorded for contingencies and accruals. Because of the uncertainties inherent in such estimates, actual results may differ from these estimates. Management periodically evaluates estimates used in the preparation of the consolidated financial statements for continued reasonableness. | ||
Use of Forecasted Financial Information in Accounting Estimates | ' | |
Use of Forecasted Financial Information in Accounting Estimates: | ||
The use of forecasted financial information is inherent in many of our accounting estimates, including but not limited to, determining the estimated fair value of goodwill and intangible assets, matching intangible amortization to underlying benefits (e.g. sales and cash inflows), establishing and evaluating inventory reserves, and evaluating the need for valuation allowances for deferred tax assets. Such forecasted financial information is comprised of numerous assumptions regarding our future revenues, cash flows, and operational results. Management believes that its financial forecasts are reasonable and appropriate based upon current facts and circumstances. Because of the inherent nature of forecasts, however, actual results may differ from these forecasts. Management regularly reviews the information related to these forecasts and adjusts the carrying amounts of the applicable assets prospectively, if and when actual results differ from previous estimates. | ||
Cash and Cash Equivalents | ' | |
Cash and Cash Equivalents: | ||
We consider all highly liquid money market instruments with an original maturity of three months or less when purchased to be cash equivalents. These amounts are stated at cost, which approximates fair value. At December 31, 2013, cash equivalents were held in a number of money market funds and consisted of immediately available fund balances. We maintain our cash deposits and cash equivalents with well-known and stable financial institutions. At December 31, 2013, our cash and cash equivalents were invested primarily in AAA-rated money market funds, which hold high-grade corporate securities or invest in government and/or government agency securities. We have not experienced any losses on our deposits of cash and cash equivalents to date. | ||
Our primary source of liquidity is cash received from customers. In the year ended December 31, 2013 (Successor), we collected $1,150 million with respect to net product sales. In the period from September 29, 2012 to December 31, 2012 (Successor), we collected $258 million with respect to net product sales. In the period from January 1, 2012 to September 28, 2012 (Predecessor), we collected $854 million with respect to net product sales. We collected $941 million in the year ended December 31, 2011 (Predecessor) with respect to net product sales. Our primary use of liquidity includes funding of general operating expenses, normal course payables due to distribution agreement partners, capital expenditures, business development and product acquisition activities, and corporate acquisitions. | ||
The ability to monetize our current product portfolio, our product pipeline, and future product acquisitions and generate sufficient operating cash flows that along with existing cash, cash equivalents and available for sale securities will allow us to meet our financial obligations over the foreseeable future. The timing of our future financial obligations and the introduction of products in the pipeline as well as future product acquisitions may require additional debt and/or equity financing; there can be no assurances that we will be able to obtain any such additional financing when needed or on acceptable or favorable terms. | ||
Concentration of Credit Risk | ' | |
Concentration of Credit Risk: | ||
Financial instruments that potentially subject us to credit risk consist of trade receivables. We market our products primarily to wholesalers, drug store chains, supermarket chains, mass merchandisers, distributors, mail order accounts and drug distributors. We believe the risk associated with this concentration is somewhat limited due to the number of customers and their geographic dispersion and our performance of certain credit evaluation procedures (see Note 8 – “Accounts Receivable - Major Customers - Gross Accounts Receivable”). | ||
Investments in Debt and Marketable Equity Securities | ' | |
Investments in Debt and Marketable Equity Securities: | ||
We determine the appropriate classification of all debt and marketable equity securities as held-to-maturity, available-for-sale or trading at the time of purchase, and re-evaluate such classification as of each balance sheet date in accordance with FASB ASC 320. Investments in equity securities that have readily determinable fair values are classified and accounted for as available for sale. We assess whether temporary or other-than-temporary unrealized losses on our marketable securities have occurred due to declines in fair value or other market conditions based on the extent and duration of the decline, as well as other factors. Because we have determined that all of our debt and marketable equity securities are available for sale, unrealized gains and losses are reported as a component of accumulated other comprehensive income (loss) in stockholders’ equity. Any other-than-temporary unrealized losses would be recorded in the consolidated statement of operations. | ||
Inventories | ' | |
Inventories: | ||
Inventories are typically stated at the lower of cost (first‑in, first‑out basis) or market value. As detailed in Note 2, “Sky Growth Merger”, a fair value adjustment increased inventories to market value at September 28, 2012, which was greater than cost. A portion of the fair value adjustment was expensed ratably as part of cost of goods sold on the consolidated statements of operations in the period from September 29, 2012 to December 31, 2012 (Successor). The remaining balance was expensed in the first quarter of 2013. The nature of the costs capitalized for inventories are generally related to amounts required to acquire materials and amounts incurred to produce salable goods. We establish reserves for our inventory to reflect situations in which the cost of the inventory is not expected to be recovered. In evaluating whether inventory is stated at the lower of cost or market, management considers such factors as the amount of inventory on hand, estimated time required to sell such inventory, remaining shelf life, remaining contractual terms of any supply and distribution agreements including authorized generic agreements, and current expected market conditions, including level of competition. Such evaluations utilize forecasted financial information. We record provisions for inventory to cost of goods sold. | ||
Property, Plant and Equipment | ' | |
Property, Plant and Equipment: | ||
As detailed in Note 2, “Sky Growth Merger”, property, plant and equipment was increased to its fair value in the allocation of purchase price as of September 28, 2012. The revised carrying values of the property, plant and equipment are depreciated over their remaining useful lives. The costs of repairs and maintenance are expensed when incurred, while expenditures for refurbishments and improvements that significantly add to the productive capacity or extend the useful life of an asset are capitalized. | ||
Depreciation and Amortization | ' | |
Depreciation and Amortization: | ||
Property, plant and equipment are depreciated on a straight‑line basis over their estimated useful lives. Leasehold improvements are amortized over the shorter of their estimated useful life or the term of the lease. The following is the estimated useful life for each applicable asset group: | ||
Buildings | 10 to 40 years | |
Machinery and equipment | 3 to 15 years | |
Office equipment, furniture and fixtures | 3 to 7 years | |
Computer software and hardware | 3 to 7 years | |
Impairment of Long-lived Assets | ' | |
Impairment of Long-lived Assets: | ||
We evaluate long-lived assets, including intangible assets with definite lives, for impairment periodically or whenever events or other changes in circumstances indicate that the carrying value of an asset may no longer be recoverable. If such circumstances are determined to exist, projected undiscounted future cash flows to be generated by the long-lived asset or the appropriate grouping of assets, is compared to the carrying value to determine whether impairment exists at its lowest level of identifiable cash flows. If impairment is identified, a loss is recorded equal to the excess of the asset’s net book value over its fair value, and the cost basis is adjusted. Our judgments related to the expected useful lives of long-lived assets and our ability to realize undiscounted cash flows in excess of the carrying amounts of such assets are affected by factors such as ongoing maintenance and improvements of the assets, changes in economic conditions, our ability to successfully launch products, and changes in operating performance. In addition, we regularly evaluate our other assets and may accelerate depreciation over the revised useful life if the asset has limited future value. | ||
Costs of Computer Software | ' | |
Costs of Computer Software: | ||
We capitalize certain costs associated with computer software developed or obtained for internal use in accordance with the provisions of ASC 350-40. We capitalize those costs from the acquisition of external materials and services associated with developing or obtaining internal use computer software. We capitalize certain payroll costs for employees that are directly associated with internal use computer software projects once specific criteria of FASB ASC 350-40 are met. Those costs that are associated with preliminary stage activities, training, maintenance, and all other post-implementation stage activities are expensed as they are incurred. All costs capitalized in connection with internal use computer software projects are amortized on a straight-line basis over a useful life of three to seven years, beginning when the software is ready for its intended use. | ||
Research and Development Agreements | ' | |
Research and Development Agreements: | ||
Research and development costs are expensed as incurred. These expenses include the costs of our internal product development efforts, acquired in-process research and development, as well as costs incurred in connection with our third party collaboration efforts. Milestone payments made under contract research and development arrangements or product licensing arrangements prior to regulatory approval of the associated product are expensed when the milestone is achieved. Once the product receives regulatory approval we record any subsequent milestone payments as intangible assets. We make the determination to capitalize or expense amounts related to the development of new products and technologies through agreements with third parties based on our ability to recover our cost in a reasonable period of time from the estimated future cash flows anticipated to be generated pursuant to each agreement. Market (including competition), regulatory and legal factors, among other things, may affect the realizability of the projected cash flows that an agreement was initially expected to generate. We regularly monitor these factors and subject all capitalized costs to periodic impairment testing. | ||
Costs for Patent Litigation and Legal Proceedings | ' | |
Costs for Patent Litigation and Legal Proceedings: | ||
Costs for patent litigation or other legal proceedings are expensed as incurred and included in selling, general and administrative expenses. | ||
Goodwill and Intangible Assets | ' | |
Goodwill and Intangible Assets: | ||
We determine the estimated fair values of goodwill and intangible assets with definite and/or indefinite lives based on valuations performed at the time of their acquisition in accordance with ASC 350. Such valuations utilize forecasted financial information. In addition, certain amounts paid to third parties related to the development of new products and technologies, as described above, are capitalized and included in intangible assets on the accompanying consolidated balance sheets. | ||
Goodwill and indefinite lived intangible assets are evaluated for impairment annually. We may first consider qualitative factors as set forth in the guidance, when appropriate to determine if it is more likely than not (defined as 50% or more) that the fair value of the reporting unit is less than its carrying amount. If it is determined that it is not more likely than not that the fair value of the reporting unit is less than its carrying amount, no additional steps are taken. If we chose not to consider qualitative factors or it is determined that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, the Company then uses a two-step process that compares the fair value of the reporting unit to which the goodwill is assigned to the reporting unit’s carrying amount, including goodwill. The first step is to identify a potential impairment, and the second step measures the amount of the impairment loss, if any. Goodwill is impaired if the carrying amount of a reporting unit’s goodwill exceeds its estimated fair value. As of October 1, 2013, Par performed its annual goodwill impairment assessment and of our intangible assets with indefinite lives noting no impairment of goodwill and impairment of certain of our intangible assets, refer to Note 11 - "Intangible Assets, net". No changes in business or other factors are known as of the December 31, 2013 balance sheet date that would necessitate an evaluation for impairment. | ||
Definite-lived intangibles are amortized on an accelerated basis over their estimated useful life, based on the specific asset and the timing of recoverability from expected future cash flows. | ||
We review the carrying value of our long-term assets for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal to an amount by which the carrying value exceeds the fair value of assets. | ||
As discussed above with respect to determining an asset’s fair value and useful life, because this process involves management making certain estimates and because these estimates form the basis of the determination of whether or not an impairment charge should be recorded, these estimates are considered to be critical accounting estimates. We will continue to assess the carrying value of our goodwill and intangible assets in accordance with applicable accounting guidance. | ||
Income Taxes | ' | |
Income Taxes: | ||
We account for income taxes in accordance with ASC 740. Deferred taxes are provided using the asset and liability method, whereby deferred income taxes result from temporary differences between the reported amounts in the financial statements and the tax basis of assets and liabilities, as measured by presently enacted tax rates. We establish valuation allowances against deferred tax assets when it is more likely than not that the realization of those deferred tax assets will not occur. In establishing valuation allowances, management makes estimates such as projecting future taxable income. Such estimates utilize forecasted financial information. | ||
ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement attribute for financial statement recognition, measurement and disclosure of tax positions that a company has taken or expects to be taken in a tax return. Additionally, ASC 740-10 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods and transition. See Note 17, “Income Taxes”. | ||
Revenue Recognition and Accounts Receivable Reserves and Allowances | ' | |
Revenue Recognition and Accounts Receivable Reserves and Allowances: | ||
We recognize revenues for product sales when title and risk of loss transfer to our customers, when reliable estimates of rebates, chargebacks, returns and other adjustments can be made, and collectability is reasonably assured. Included in our recognition of revenues are estimated provisions for sales allowances, the most significant of which include rebates, chargebacks, product returns, and other sales allowances, recorded as reductions to gross revenues, with corresponding adjustments to the accounts receivable reserves and allowances (see Note 8 – “Accounts Receivable”). In addition, we record estimates for rebates paid under federal and state government Medicaid drug reimbursement programs as reductions to gross revenues, with corresponding adjustments to accrued liabilities. We have the experience and access to relevant information that we believe are necessary to reasonably estimate the amounts of such deductions from gross revenues. Some of the assumptions we use for certain of our estimates are based on information received from third parties, such as customers’ inventories at a particular point in time and market data, or other market factors beyond our control. The estimates that are most critical to our establishment of these reserves, and therefore would have the largest impact if these estimates were not accurate, are our estimates of non-contract sales volumes, average contract pricing, customer inventories, processing time lags, and return volumes. We regularly review the information related to these estimates and adjust our reserves accordingly, if and when actual experience differs from previous estimates. | ||
Distribution Costs | ' | |
Distribution Costs: | ||
We record distribution costs related to shipping product to our customers, primarily through the use of common carriers or external distribution services, in selling, general and administrative expenses. Distribution costs for the year ended December 31, 2013 (Successor) were approximately $4.6 million. Distribution costs for the period from September 29, 2012 to December 31, 2012 (Successor) were approximately $1.0 million. Distribution costs for the period from January 1, 2012 to September 28, 2012 (Predecessor) were approximately $2.3 million. Distribution costs were approximately $2.5 million for 2011 (Predecessor). | ||
Fair Value Of Financial Instruments | ' | |
Fair Value of Financial Instruments: | ||
The carrying amounts of our cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate fair values based upon the relatively short-term nature of these financial instruments. | ||
Concentration of Suppliers of Distributed Products and Internally Manufactured Products | ' | |
Concentration of Suppliers of Distributed Products and Internally Manufactured Products: | ||
We have entered into a number of license and distribution agreements pursuant to which we distribute generic pharmaceutical products and brand products developed and/or supplied to us by certain third parties. We have also entered into contract manufacturing agreements for third-parties to manufacture some of our own generic products for us. For the year ended December 31, 2013 (Successor), a significant percentage of our total net product sales were generated from such contract-manufactured and/or licensed products. We cannot provide assurance that the efforts of our contractual partners will continue to be successful, that we will be able to renew such agreements or that we will be able to enter into new agreements in the future. Any alteration to or termination of our current material license and distribution agreements, our failure to enter into new and similar agreements, or the interruption of the supply of our products under such agreements or under our contract manufacturing agreements, could have a material adverse effect on our business, condition (financial and other), prospects or results of operations. | ||
We produce substantially all of our internally manufactured products at our manufacturing facilities in New York and in California as of December 31, 2013. A significant disruption at those facilities, even on a short-term basis, could impair our ability to produce and ship products to the market on a timely basis, which could have a material adverse effect on our business, financial position and results of operations. | ||
Segments | ' | |
Segments: | ||
ASC 280-10 codifies the standards for reporting of financial information about operating segments in annual financial statements. Management considers our business to be in two reportable business segments, generic and brand pharmaceuticals. Refer to Note 20 – “Segment Information”. | ||
Contingencies and Legal Fees | ' | |
Contingencies and Legal Fees: | ||
We are subject to various patent litigations, product liability litigations, government investigations and other legal proceedings in the ordinary course of business. Legal fees and other expenses related to litigation are expensed as incurred and included in selling, general and administrative expenses. Contingent accruals are recorded when we determine that a loss is both probable and reasonably estimable. Due to the fact that legal proceedings and other contingencies are inherently unpredictable, our assessments involve significant judgment regarding future events. | ||
Debt Issuance Costs | ' | |
Debt Issuance Costs: | ||
We capitalize direct costs incurred with obtaining debt financing, which are included in other assets on the consolidated balance sheet. Debt issuance costs are amortized to interest expense over the term of the underlying debt using the effective interest method. We recognized amortized debt issuance costs of $10,734 thousand for the year ended December 31, 2013 (Successor), $2,829 thousand for the period September 29, 2012 to December 31, 2012 (Successor), $1,876 thousand for the period January 1, 2012 to September 28, 2012 (Predecessor), and $1,400 thousand in the year ended December 31, 2011 (Predecessor). | ||
Recent Accounting Pronouncements | ' | |
Recent Accounting Pronouncements: | ||
In July 2013, the FASB issued Accounting Standards Update (ASU) No. 2013-10, “Derivatives and Hedging (Topic 815): Inclusion of the Fed Funds Effective Swap Rate (or Overnight Index Swap Rate) as a Benchmark Interest Rate for Hedge Accounting Purposes (a consensus of the FASB Emerging Issues Task Force).” The amendments in this ASU permit the Fed Funds Effective Swap Rate to be used as a U.S. benchmark interest rate for hedge accounting purposes, in addition to United States Treasury (UST) rates and London Inter-Bank Offered Rates (LIBOR). The amendments also remove the restriction on using different benchmark rates for similar hedges. Before the amendments in this Update, only UST and, for practical reasons, the LIBOR swap rate, were considered benchmark interest rates. Including the Fed Funds Effective Swap Rate as an acceptable U.S. benchmark interest rate in addition to UST and LIBOR will provide risk managers with a more comprehensive spectrum of interest rate resets to utilize as the designated benchmark interest rate risk component under the hedge accounting guidance. The amendments apply to all entities that elect to apply hedge accounting of the benchmark interest rate. The amendments are effective prospectively for qualifying new or redesignated hedging relationships entered into on or after July 17, 2013. The adoption of ASU 2013-10 did not have a material impact on our consolidated financial statements. | ||
In July 2013, the FASB has issued ASU No. 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (a consensus of the FASB Emerging Issues Task Force). U.S. GAAP does not include explicit guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. The amendments in this ASU state that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. This ASU applies to all entities that have unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists at the reporting date. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Early adoption is permitted. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted. We are evaluating the effect the adoption will have on our consolidated financial statements. | ||
Accounts Receivable | ' | |
The Company sells its products directly to wholesalers, retail drug store chains, drug distributors, mail order pharmacies and other direct purchasers as well as customers that purchase its products indirectly through the wholesalers, including independent pharmacies, non-warehousing retail drug store chains, managed health care providers and other indirect purchasers. The Company often negotiates product pricing directly with health care providers that purchase products through the Company’s wholesale customers. In those instances, chargeback credits are issued to the wholesaler for the difference between the invoice price paid to the Company by our wholesale customer for a particular product and the negotiated contract price that the wholesaler’s customer pays for that product. The information that the Company considers when establishing its chargeback reserves includes contract and non-contract sales trends, average historical contract pricing, actual price changes, processing time lags and customer inventory information from its three largest wholesale customers. The Company’s chargeback provision and related reserve vary with changes in product mix, changes in customer pricing and changes to estimated wholesaler inventory. | ||
Customer rebates and incentive programs are generally provided to customers as an incentive for the customers to continue carrying the Company’s products or replace competing products in their distribution channels with our products. Rebate programs are based on a customer’s dollar purchases made during an applicable monthly, quarterly or annual period. The Company also provides indirect rebates, which are rebates paid to indirect customers that have purchased the Company’s products from a wholesaler under a contract with us. The incentive programs include stocking or trade show promotions where additional discounts may be given on a new product or certain existing products as an added incentive to stock the Company’s products. We may, from time to time, also provide price and/or volume incentives on new products that have multiple competitors and/or on existing products that confront new competition in order to attempt to secure or maintain a certain market share. The information that the Company considers when establishing its rebate and incentive program reserves are rebate agreements with, and purchases by, each customer, tracking and analysis of promotional offers, projected annual sales for customers with annual incentive programs, actual rebates and incentive payments made, processing time lags, and for indirect rebates, the level of inventory in the distribution channel that will be subject to indirect rebates. We do not provide incentives designed to increase shipments to our customers that we believe would result in out-of-the-ordinary course of business inventory for them. The Company regularly reviews and monitors estimated or actual customer inventory information at its three largest wholesale customers for its key products to ascertain whether customer inventories are in excess of ordinary course of business levels. | ||
Pursuant to a drug rebate agreement with the Centers for Medicare and Medicaid Services, TriCare and similar supplemental agreements with various states, the Company provides a rebate on drugs dispensed under such government programs. The Company determines its estimate of the Medicaid rebate accrual primarily based on historical experience of claims submitted by the various states and any new information regarding changes in the Medicaid program that might impact the Company’s provision for Medicaid rebates. In determining the appropriate accrual amount we consider historical payment rates; processing lag for outstanding claims and payments; levels of inventory in the distribution channel; and the impact of the healthcare reform acts. The Company reviews the accrual and assumptions on a quarterly basis against actual claims data to help ensure that the estimates made are reliable. On January 28, 2008, the Fiscal Year 2008 National Defense Authorization Act was enacted, which expands TriCare to include prescription drugs dispensed by TriCare retail network pharmacies. TriCare rebate accruals reflect this program expansion and are based on actual and estimated rebates on Department of Defense eligible sales. | ||
The Company accepts returns of product according to the following criteria: (i) the product returns must be approved by authorized personnel with the lot number and expiration date accompanying any request and (ii) we generally will accept returns of products from any customer and will provide the customer with a credit memo for such returns if such products are returned between six months prior to, and 12 months following, such products’ expiration date. The Company records a provision for product returns based on historical experience, including actual rate of expired and damaged in-transit returns, average remaining shelf-lives of products sold, which generally range from 12 to 48 months, and estimated return dates. Additionally, we consider other factors when estimating the current period return provision, including levels of inventory in the distribution channel, significant market changes that may impact future expected returns, and actual product returns, and may record additional provisions for specific returns that we believe are not covered by the historical rates. | ||
The Company offers cash discounts to its customers, generally 2% of the sales price, as an incentive for paying within invoice terms, which generally range from 30 to 90 days. The Company accounts for cash discounts by reducing accounts receivable by the full amount of the discounts that we expect our customers to take. | ||
In addition to the significant gross-to-net sales adjustments described above, we periodically make other sales adjustments. The Company generally accounts for these other gross-to-net adjustments by establishing an accrual in the amount equal to its estimate of the adjustments attributable to the sale. | ||
The Company may at its discretion provide price adjustments due to various competitive factors, through shelf-stock adjustments on customers’ existing inventory levels. There are circumstances under which we may not provide price adjustments to certain customers as a matter of business strategy, and consequently may lose future sales volume to competitors and risk a greater level of sales returns on products that remain in the customer’s existing inventory. | ||
As detailed above, we have the experience and access to relevant information that we believe are necessary to reasonably estimate the amounts of such deductions from gross revenues, except as described below. Some of the assumptions we use for certain of our estimates are based on information received from third parties, such as wholesale customer inventories and market data, or other market factors beyond our control. The estimates that are most critical to the establishment of these reserves, and therefore, would have the largest impact if these estimates were not accurate, are estimates related to contract sales volumes, average contract pricing, customer inventories and return volumes. The Company regularly reviews the information related to these estimates and adjusts its reserves accordingly, if and when actual experience differs from previous estimates. With the exception of the product returns allowance, the ending balances of accounts receivable reserves and allowances generally are processed during a two-month to four-month period. | ||
Use of Estimates in Reserves | ||
We believe that our reserves, allowances and accruals for items that are deducted from gross revenues are reasonable and appropriate based on current facts and circumstances. It is possible however, that other parties applying reasonable judgment to the same facts and circumstances could develop different allowance and accrual amounts for items that are deducted from gross revenues. Additionally, changes in actual experience or changes in other qualitative factors could cause our allowances and accruals to fluctuate, particularly with newly launched or acquired products. We review the rates and amounts in our allowance and accrual estimates on a quarterly basis. If future estimated rates and amounts are significantly greater than those reflected in our recorded reserves, the resulting adjustments to those reserves would decrease our reported net revenues; conversely, if actual product returns, rebates and chargebacks are significantly less than those reflected in our recorded reserves, the resulting adjustments to those reserves would increase our reported net revenues. We regularly review the information related to these estimates and adjust our reserves accordingly, if and when actual experience differs from previous estimates. | ||
As is customary and in the ordinary course of business, our revenue that has been recognized for product launches included initial trade inventory stocking that we believed was commensurate with new product introductions. At the time of each product launch, we were able to make reasonable estimates of product returns, rebates, chargebacks and other sales reserves by using historical experience of similar product launches and significant existing demand for the products. | ||
We account for revenue in accordance with ASC 605 Revenue Recognition. In accordance with that standard, we recognize revenue for product sales when title and risk of loss have transferred to our customers, when reliable estimates of rebates, chargebacks, returns and other adjustments can be made, and when collectability is reasonably assured. This is generally at the time that products are received by our direct customers. We also review available trade inventory levels at certain large wholesalers to evaluate any potential excess supply levels in relation to expected demand. We determine whether we will recognize revenue at the time that our products are received by our direct customers or defer revenue recognition until a later date on a product by product basis at the time of launch. Upon recognizing revenue from a sale, we record estimates for chargebacks, rebates and incentive programs, product returns, cash discounts and other sales reserves that reduce accounts receivable. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | |
Dec. 31, 2013 | ||
Accounting Policies [Abstract] | ' | |
Schedule of Estimated Useful Lives of Property, Plant and Equipment | ' | |
The following is the estimated useful life for each applicable asset group: | ||
Buildings | 10 to 40 years | |
Machinery and equipment | 3 to 15 years | |
Office equipment, furniture and fixtures | 3 to 7 years | |
Computer software and hardware | 3 to 7 years |
Sky_Growth_Merger_Tables
Sky Growth Merger (Tables) (Sky Growth Merger [Member]) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Sky Growth Merger [Member] | ' | ||||||||
Business Acquisition [Line Items] | ' | ||||||||
Schedule of Business Combination, Consideration Transferred | ' | ||||||||
The sources and uses of funds in connection with the Transactions are summarized below ($ in thousands): | |||||||||
Sources: | Uses: | ||||||||
Senior secured term loan | $1,055,000 | Cash purchase of equity | $1,908,725 | ||||||
7.375% Senior notes | 490,000 | Prior debt and accrued interest | 337,704 | ||||||
Sponsor equity contribution | 690,000 | Total purchase price | 2,246,429 | ||||||
Company cash on hand | 144,791 | Transaction costs | 133,362 | ||||||
Total source of funds | $2,379,791 | Total use of funds | $2,379,791 | ||||||
Schedule of Business Combination, Allocation of Assets and Liabilities | ' | ||||||||
The final allocation of the purchase price at September 29, 2012 was as follows ($ in thousands): | |||||||||
As of | |||||||||
29-Sep-12 | |||||||||
Cash on hand | $ | 278,879 | |||||||
Accounts receivable, net | 113,902 | ||||||||
Inventories | 118,704 | ||||||||
Property, plant and equipment, net | 129,416 | ||||||||
Intangible assets | 1,303,300 | ||||||||
Other current and non-current assets | 83,493 | ||||||||
Total identifiable assets | 2,027,694 | ||||||||
Accounts payable | 36,304 | ||||||||
Payables due to distribution agreement partners | 55,983 | ||||||||
Accrued government pricing liabilities | 43,010 | ||||||||
Accrued legal settlements | 58,917 | ||||||||
Other current liabilities | 89,231 | ||||||||
Other long-term liabilities | 12,568 | ||||||||
Deferred income taxes | 334,904 | ||||||||
Total liabilities assumed | 630,917 | ||||||||
Net identifiable assets acquired | 1,396,777 | ||||||||
Goodwill | 849,652 | ||||||||
Total purchase price allocation | $ | 2,246,429 | |||||||
Schedule of Supplemental Pro Forma Information | ' | ||||||||
The pro forma information is not necessarily indicative either of the combined results of operations that actually would have been realized had the Merger been consummated during the periods for which pro forma information is presented, or is it intended to be a projection of future results or trends. | |||||||||
(in thousands) | December 31, | December 31, | |||||||
2012 | 2011 | ||||||||
Total revenues | $1,050,007 | $926,138 | |||||||
Loss from continuing operations | ($84,305 | ) | ($245,466 | ) | |||||
Acquisition_of_Divested_Produc1
Acquisition of Divested Products from the Watson/Actavis Merger (Tables) (Watson/Actavis Divestiture Products [Member]) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Watson/Actavis Divestiture Products [Member] | ' | |||||||
Business Acquisition [Line Items] | ' | |||||||
Schedule of Business Combination, Allocation of Assets and Liabilities | ' | |||||||
The purchase price of the acquisition was allocated to the net tangible and intangible assets acquired on the basis of estimated fair values, as follows: | ||||||||
($ in thousands) | ||||||||
Estimated | Estimated | |||||||
Fair Value | Useful Life | |||||||
Intangible asset related to developed products | $101,200 | 7 years | ||||||
Intangible asset related to IPR&D products | 14,300 | Various | ||||||
Total assets acquired | 115,500 | |||||||
Purchase price | 110,000 | |||||||
Gain on bargain purchase | $5,500 | |||||||
Schedule of Supplemental Pro Forma Information | ' | |||||||
The pro forma information is not necessarily indicative either of the combined results of operations that actually would have been realized had the acquisition been consummated during the periods for which pro forma information is presented, or is it intended to be a projection of future results or trends. | ||||||||
December 31, | December 31, | |||||||
(amounts in thousands) | 2012 | 2011 | ||||||
Total revenues | $1,125,461 | $1,014,979 | ||||||
Income (loss) from continuing operations | $ | 5,364 | $ | (26,729 | ) | |||
Edict_Acquisition_Tables
Edict Acquisition (Tables) (Edict Acquisition [Member]) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Edict Acquisition [Member] | ' | |||||||
Business Acquisition [Line Items] | ' | |||||||
Schedule of Business Combination, Consideration Transferred | ' | |||||||
The acquisition-date fair value of the consideration transferred consisted of the following items ($ in thousands): | ||||||||
Cash paid for equity | $20,659 | |||||||
Contingent purchase price liabilities | 11,641 | -1 | ||||||
Cash paid for assumed indebtedness | 4,300 | |||||||
Total consideration | $36,600 | |||||||
-1 | Contingent purchase price liabilities represent subsequent milestone payments related to successful FDA inspection of the Par Formulations manufacturing facility and ANDA filings. All contingent purchase price liabilities were paid in full within 18 months of the acquisition date. | |||||||
Schedule of Business Combination, Allocation of Assets and Liabilities | ' | |||||||
The purchase price of Par Formulations was allocated to the following assets and liabilities prior to the Merger ($ in thousands): | ||||||||
As of | ||||||||
February 17, 2012 | ||||||||
Cash and cash equivalents | $ | 273 | ||||||
Inventories | 192 | |||||||
Prepaid expenses and other current assets | 1,143 | |||||||
Property, plant and equipment | 5,370 | |||||||
Intangible assets | 1,850 | |||||||
Total identifiable assets | 8,828 | |||||||
Accounts payable | 995 | |||||||
Accrued expenses and other current liabilities | 200 | |||||||
Deferred tax liabilities | 938 | |||||||
Total liabilities assumed | 2,133 | |||||||
Net identifiable assets acquired | 6,695 | |||||||
Goodwill | 29,905 | |||||||
Net assets acquired | $ | 36,600 | ||||||
Schedule of Supplemental Pro Forma Information | ' | |||||||
The pro forma information is not necessarily indicative either of the combined results of operations that actually would have been realized had the Edict Acquisition been consummated during the periods for which pro forma information is presented, or is it intended to be a projection of future results or trends. | ||||||||
December 31, | December 31, | |||||||
(amounts in thousands) | 2012 | 2011 | ||||||
Total revenues | $1,050,007 | $926,138 | ||||||
Loss from continuing operations | ($9,707 | ) | ($50,476 | ) | ||||
Available_for_Sale_Marketable_1
Available for Sale Marketable Debt Securities (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Available-for-sale Securities [Abstract] | ' | |||||||||||||||
Summary of Amortized Cost and Estimated Fair Value of Available for Sale Marketable Debt Securities | ' | |||||||||||||||
The following is a summary of amortized cost and estimated fair value of our marketable debt securities available for sale at December 31, 2013 ($ amounts in thousands): | ||||||||||||||||
Unrealized | Estimated | |||||||||||||||
Fair | ||||||||||||||||
Cost | Gain | (Loss) | Value | |||||||||||||
Corporate bonds | $3,522 | $19 | $— | $3,541 | ||||||||||||
All available for sale marketable debt securities are classified as current on our consolidated balance sheet as of December 31, 2013. | ||||||||||||||||
The following is a summary of amortized cost and estimated fair value of our investments in marketable debt securities available for sale at December 31, 2012 ($ amounts in thousands): | ||||||||||||||||
Unrealized | Estimated | |||||||||||||||
Fair | ||||||||||||||||
Cost | Gain | (Loss) | Value | |||||||||||||
Corporate bonds | $11,666 | $61 | $— | $11,727 | ||||||||||||
Summary of Contractual Maturities of Available for Sale Debt Securities | ' | |||||||||||||||
The following is a summary of the contractual maturities of our available for sale debt securities at December 31, 2013 ($ amounts in thousands): | ||||||||||||||||
December 31, 2013 | ||||||||||||||||
Cost | Estimated Fair | |||||||||||||||
Value | ||||||||||||||||
Less than one year | $2,616 | $2,624 | ||||||||||||||
Due between 1-2 years | 906 | 917 | ||||||||||||||
Total | $3,522 | $3,541 | ||||||||||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||
Schedule of Fair Value of Assets and Liabilities Measured on Recurring Basis | ' | |||||||||||||||
The fair value of our financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2013 were as follows ($ amounts in thousands): | ||||||||||||||||
Estimated Fair Value at | ||||||||||||||||
December 31, 2013 | Level 1 | Level 2 | Level 3 | |||||||||||||
(Successor) | ||||||||||||||||
Corporate bonds (Note 6) | $3,541 | $— | $3,541 | $— | ||||||||||||
Cash equivalents | $66,782 | $66,782 | $— | $— | ||||||||||||
Senior secured term loan (Note 13) | $1,063,255 | $— | $1,063,255 | $— | ||||||||||||
7.375% senior notes (Note 13) | $507,150 | $— | $507,150 | $— | ||||||||||||
Derivative instruments - Interest rate caps (Note 14) | $1,189 | $— | $ | 1,189 | $— | |||||||||||
The fair value of our financial assets and liabilities measured at fair value on a recurring basis as of December 31, 2012 were as follows ($ amounts in thousands): | ||||||||||||||||
Estimated Fair Value at | ||||||||||||||||
December 31, 2012 | Level 1 | Level 2 | Level 3 | |||||||||||||
(Successor) | ||||||||||||||||
Corporate bonds (Note 6) | $11,727 | $— | $11,727 | $— | ||||||||||||
Cash equivalents | $14,370 | $14,370 | $— | $— | ||||||||||||
Senior secured term loan (Note 13) | $1,052,363 | $— | $1,052,363 | $— | ||||||||||||
7.375% senior notes (Note 13) | $484,488 | $— | $484,488 | $— | ||||||||||||
Accounts_Receivable_Tables
Accounts Receivable (Tables) | 12 Months Ended | |||||||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | |||||||||||||||||||||||
Schedule of Accounts Receivable | ' | |||||||||||||||||||||||
The following tables summarize the impact of accounts receivable reserves and allowance for doubtful accounts on the gross trade accounts receivable balances at each balance sheet date ($ amounts in thousands): | ||||||||||||||||||||||||
31-Dec-13 | 31-Dec-12 | |||||||||||||||||||||||
(Successor) | (Successor) | |||||||||||||||||||||||
Gross trade accounts receivable | $383,347 | $318,793 | ||||||||||||||||||||||
Chargebacks | (48,766 | ) | (41,670 | ) | ||||||||||||||||||||
Rebates and incentive programs | (75,321 | ) | (59,426 | ) | ||||||||||||||||||||
Returns | (78,181 | ) | (68,062 | ) | ||||||||||||||||||||
Cash discounts and other | (37,793 | ) | (26,544 | ) | ||||||||||||||||||||
Allowance for doubtful accounts | (7 | ) | — | |||||||||||||||||||||
Accounts receivable, net | $143,279 | $123,091 | ||||||||||||||||||||||
Schedule of Allowance for Doubtful Accounts Roll Forward | ' | |||||||||||||||||||||||
Allowance for doubtful accounts | ||||||||||||||||||||||||
For the Year Ended | For the period | For the Year Ended | ||||||||||||||||||||||
31-Dec-13 | September 29, 2012 to December 31, 2012 | January 1, 2012 to September 28, 2012 | 31-Dec-11 | |||||||||||||||||||||
(Successor) | (Successor) | (Predecessor) | (Predecessor) | |||||||||||||||||||||
Balance at beginning of period | $— | ($100 | ) | ($1 | ) | ($3 | ) | |||||||||||||||||
Anchen opening balance | — | — | (100 | ) | — | |||||||||||||||||||
Additions – charge to expense | (2 | ) | 85 | — | (5 | ) | ||||||||||||||||||
Adjustments and/or deductions | (5 | ) | 15 | 1 | 7 | |||||||||||||||||||
Balance at end of period | $ | (7 | ) | $ | — | $ | (100 | ) | $ | (1 | ) | |||||||||||||
Schedule of Accounts Affected by the Estimated Provisions | ' | |||||||||||||||||||||||
The following tables summarize the activity for the years ended December 31, 2013, 2012 and 2011 in the accounts affected by the estimated provisions described below ($ amounts in thousands): | ||||||||||||||||||||||||
For the Year Ended December 31, 2013 | ||||||||||||||||||||||||
(Successor) | ||||||||||||||||||||||||
Accounts receivable reserves | Beginning balance | Provision recorded for current period sales | (Provision) reversal recorded for prior period sales | Credits processed | Ending balance | |||||||||||||||||||
Chargebacks | ($41,670 | ) | ($630,097 | ) | $— | -1 | $623,001 | ($48,766 | ) | |||||||||||||||
Rebates and incentive programs | (59,426 | ) | (290,934 | ) | 659 | 274,380 | (75,321 | ) | ||||||||||||||||
Returns | (68,062 | ) | (37,956 | ) | — | 27,837 | (78,181 | ) | ||||||||||||||||
Cash discounts and other | (26,544 | ) | (195,632 | ) | 1,564 | 182,819 | (37,793 | ) | ||||||||||||||||
Total | ($195,702 | ) | ($1,154,619 | ) | $2,223 | $1,108,037 | ($240,061 | ) | ||||||||||||||||
Accrued liabilities (2) | ($42,162 | ) | ($80,726 | ) | $3,566 | -4 | $83,493 | ($35,829 | ) | |||||||||||||||
For the Year Ended December 31, 2012 | ||||||||||||||||||||||||
(Successor) | ||||||||||||||||||||||||
Accounts receivable reserves | Beginning balance | Provision recorded for current period sales | (Provision) reversal recorded for prior period sales | Credits processed | Ending balance | |||||||||||||||||||
Chargebacks | ($20,688 | ) | ($442,245 | ) | $— | -1 | $421,263 | ($41,670 | ) | |||||||||||||||
Rebates and incentive programs | (35,132 | ) | (216,861 | ) | (59 | ) | 192,626 | (59,426 | ) | |||||||||||||||
Returns | (58,672 | ) | (33,315 | ) | 1,602 | -3 | 22,323 | (68,062 | ) | |||||||||||||||
Cash discounts and other | (28,672 | ) | (148,771 | ) | (809 | ) | 151,708 | (26,544 | ) | |||||||||||||||
Total | ($143,164 | ) | ($841,192 | ) | $734 | $787,920 | ($195,702 | ) | ||||||||||||||||
Accrued liabilities (2) | ($39,614 | ) | ($73,973 | ) | $— | $71,425 | ($42,162 | ) | ||||||||||||||||
For the Year Ended December 31, 2011 | ||||||||||||||||||||||||
(Predecessor) | ||||||||||||||||||||||||
Accounts receivable reserves | Beginning balance | Anchen opening balance | Provision recorded for current period sales | (Provision) reversal recorded for prior period sales | Credits processed | Ending balance | ||||||||||||||||||
Chargebacks | ($19,482 | ) | ($1,633 | ) | ($261,335 | ) | $— | -1 | $261,762 | ($20,688 | ) | |||||||||||||
Rebates and incentive programs | -23,273 | -1,427 | -121,804 | 660 | 110,712 | -35,132 | ||||||||||||||||||
Returns | -48,928 | -1,748 | -30,577 | 265 | 22,316 | -58,672 | ||||||||||||||||||
Cash discounts and other | -16,606 | -5,626 | -105,961 | -357 | 99,878 | -28,672 | ||||||||||||||||||
Total | ($108,289 | ) | ($10,434 | ) | ($519,677 | ) | $568 | $494,668 | ($143,164 | ) | ||||||||||||||
Accrued liabilities (2) | ($32,169 | ) | ($571 | ) | ($55,853 | ) | $224 | $48,755 | ($39,614 | ) | ||||||||||||||
-1 | Unless specific in nature, the amount of provision or reversal of reserves related to prior periods for chargebacks is not determinable on a product or customer specific basis; however, based upon historical analysis and analysis of activity in subsequent periods, we believe that our chargeback estimates remain reasonable. | |||||||||||||||||||||||
-2 | Includes amounts due to indirect customers for which no underlying accounts receivable exists and is principally comprised of Medicaid rebates and rebates due under other U.S. Government pricing programs, such as TriCare and the Department of Veterans Affairs. | |||||||||||||||||||||||
-3 | The amount principally represents the resolution of a customer dispute in the first quarter of 2012 regarding invalid deductions taken in prior years of approximately $1,600 thousand. |
Inventories_Tables
Inventories (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Inventories [Line Items] | ' | |||||||||||||||
Schedule of Inventories | ' | |||||||||||||||
($ amounts in thousands) | ||||||||||||||||
31-Dec-13 | December 31, 2012 | |||||||||||||||
(Successor) | (Successor) | |||||||||||||||
Raw materials and supplies | $44,403 | $37,457 | ||||||||||||||
Work-in-process | 9,834 | 10,063 | ||||||||||||||
Finished goods | 63,070 | 64,654 | ||||||||||||||
$117,307 | $112,174 | |||||||||||||||
Schedule of Inventory Write-offs | ' | |||||||||||||||
Inventory write-offs (inclusive of pre-launch inventories detailed below) | ||||||||||||||||
($ amounts in thousands) | ||||||||||||||||
For the Year Ended | For the period | For the Year Ended | ||||||||||||||
December 31, | September 29, 2012 to | January 1, 2012 to | December 31, | |||||||||||||
2013 | December 31, 2012 | 28-Sep-12 | 2011 | |||||||||||||
(Successor) | (Successor) | (Predecessor) | (Predecessor) | |||||||||||||
Inventory write-offs | $18,299 | $2,567 | $17,209 | $7,200 | ||||||||||||
Pre-Launch Inventories [Member] | ' | |||||||||||||||
Inventories [Line Items] | ' | |||||||||||||||
Schedule of Inventories | ' | |||||||||||||||
The amounts in the table below represent inventories related to products that were not yet available to be sold and are also included in the total inventory balances presented above. | ||||||||||||||||
Pre-Launch Inventories | ||||||||||||||||
($ amounts in thousands) | ||||||||||||||||
31-Dec-13 | December 31, 2012 | |||||||||||||||
(Successor) | (Successor) | |||||||||||||||
Raw materials and supplies | $6,308 | $4,019 | ||||||||||||||
Work-in-process | 93 | 655 | ||||||||||||||
Finished goods | 118 | 0 | ||||||||||||||
$6,519 | $4,674 | |||||||||||||||
Schedule of Inventory Write-offs | ' | |||||||||||||||
For the Year Ended | For the period | For the Year Ended | ||||||||||||||
December 31, | September 29, 2012 to | January 1, 2012 to | December 31, | |||||||||||||
2013 | December 31, 2012 | 28-Sep-12 | 2011 | |||||||||||||
(Successor) | (Successor) | (Predecessor) | (Predecessor) | |||||||||||||
Pre-launch inventory write-offs, net of partner allocation | $2,310 | $1,730 | $10,208 | $1,607 | ||||||||||||
Property_Plant_and_Equipment_n1
Property, Plant and Equipment, net (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Property, Plant and Equipment [Abstract] | ' | |||||||||||||||
Schedule of Property, Plant and Equipment, Net | ' | |||||||||||||||
($ amounts in thousands) | ||||||||||||||||
31-Dec-13 | December 31, 2012 | |||||||||||||||
Land | $4,553 | $4,553 | ||||||||||||||
Buildings | 29,491 | 28,781 | ||||||||||||||
Machinery and equipment | 58,556 | 48,026 | ||||||||||||||
Office equipment, furniture and fixtures | 5,433 | 5,130 | ||||||||||||||
Computer software and hardware | 21,582 | 19,034 | ||||||||||||||
Leasehold improvements | 25,828 | 22,720 | ||||||||||||||
Construction in progress | 12,286 | 10,933 | ||||||||||||||
157,729 | 139,177 | |||||||||||||||
Accumulated depreciation and amortization | (30,453 | ) | (7,547 | ) | ||||||||||||
$127,276 | $131,630 | |||||||||||||||
Schedule of Depreciation and Amortization Expense Related to Property, Plant and Equipment | ' | |||||||||||||||
Depreciation and amortization expense related to property, plant and equipment | ||||||||||||||||
($ amounts in thousands) | ||||||||||||||||
For the Year Ended | For the period | For the Year Ended | ||||||||||||||
December 31, | September 29, 2012 to | January 1, 2012 to | December 31, | |||||||||||||
2013 | December 31, 2012 | 28-Sep-12 | 2011 | |||||||||||||
(Successor) | (Successor) | (Predecessor) | (Predecessor) | |||||||||||||
Depreciation and amortization expense | $23,323 | $7,547 | $13,230 | $13,214 | ||||||||||||
Intangible_Assets_net_Tables
Intangible Assets, net (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ' | |||||||||||||||||||
Schedule of Intangible Assets, net | ' | |||||||||||||||||||
($ amounts in thousands) | ||||||||||||||||||||
December 31, 2013 | 31-Dec-12 | |||||||||||||||||||
(Successor) | (Successor) | |||||||||||||||||||
Accumulated Amortization | Accumulated Amortization | |||||||||||||||||||
Cost | Net | Cost | Net | |||||||||||||||||
Developed products | $ | 530,759 | $ | (155,744 | ) | $ | 375,015 | $ | 552,700 | $ | (33,321 | ) | $ | 519,379 | ||||||
Other product related royalty streams | 115,600 | (22,709 | ) | 92,891 | 115,600 | (5,289 | ) | 110,311 | ||||||||||||
IPR&D | 293,400 | — | 293,400 | 584,000 | — | 584,000 | ||||||||||||||
Subsequently Developed IPR&D | 262,553 | (25,331 | ) | 237,222 | 24,600 | (257 | ) | 24,343 | ||||||||||||
Par trade name | 26,400 | — | 26,400 | 26,400 | — | 26,400 | ||||||||||||||
Watson/Actavis Divestiture Products | 85,295 | (23,143 | ) | 62,152 | 101,200 | (3,934 | ) | 97,266 | ||||||||||||
Watson/Actavis related IPR&D | 4,700 | — | 4,700 | 14,300 | — | 14,300 | ||||||||||||||
Other | 1,000 | (132 | ) | 868 | — | — | — | |||||||||||||
$ | 1,319,707 | $ | (227,059 | ) | $ | 1,092,648 | $1,418,800 | ($42,801 | ) | $1,375,999 | ||||||||||
Schedule of Future Amortization Expense | ' | |||||||||||||||||||
The following table does not include estimated amortization expense for future milestone payments that may be paid and result in the creation of intangible assets after December 31, 2013 and assumes the intangible asset related to the Par Trade Name as an indefinite lived asset will not be amortized in the future. | ||||||||||||||||||||
($ amounts in thousands) | ||||||||||||||||||||
Estimated | ||||||||||||||||||||
Amortization | ||||||||||||||||||||
Expense | ||||||||||||||||||||
2014 | $173,926 | |||||||||||||||||||
2015 | 149,025 | |||||||||||||||||||
2016 | 154,756 | |||||||||||||||||||
2017 | 178,103 | |||||||||||||||||||
2018 | 142,779 | |||||||||||||||||||
2019 and thereafter | 267,659 | |||||||||||||||||||
$1,066,248 | ||||||||||||||||||||
Goodwill_Tables
Goodwill (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||
Schedule of Goodwill | ' | |||||||
($ amounts in thousands) | ||||||||
December 31, | December 31, 2012 | |||||||
2013 | ||||||||
(Successor) | (Successor) | |||||||
Balance at beginning of period | $850,652 | $0 | ||||||
Additions: | ||||||||
Sky Growth Merger | — | 850,652 | ||||||
Deductions: | ||||||||
Finalization of purchase accounting | (1,000 | ) | ||||||
Balance at end of period | $849,652 | $850,652 | ||||||
Debt_Tables
Debt (Tables) | 12 Months Ended | |||||||
Dec. 31, 2013 | ||||||||
Debt Disclosure [Abstract] | ' | |||||||
Schedule of Debt | ' | |||||||
($ amounts in thousands) | ||||||||
December 31, | December 31, | |||||||
2013 | 2012 | |||||||
(Successor) | (Successor) | |||||||
Senior secured term loan | $1,055,340 | $1,052,363 | ||||||
Senior secured revolving credit facility | — | — | ||||||
7.375% senior notes | 490,000 | 490,000 | ||||||
1,545,340 | 1,542,363 | |||||||
Less unamortized debt discount to senior secured term loan | (7,821 | ) | — | |||||
Less current portion | (21,462 | ) | (10,550 | ) | ||||
Long-term debt | $1,516,057 | $1,531,813 | ||||||
Schedule of Debt Maturities | ' | |||||||
Debt Maturities as of December 31, 2013 | ($ amounts in thousands) | |||||||
2014 | 21,462 | |||||||
2015 | 10,660 | |||||||
2016 | 10,660 | |||||||
2017 | 10,660 | |||||||
2018 | 10,660 | |||||||
2019 | 991,238 | |||||||
2020 | 490,000 | |||||||
Total debt at December 31, 2013 | $1,545,340 | |||||||
Derivative_Instruments_and_Hed1
Derivative Instruments and Hedging Activities (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ' | ||||||||||||||||||||||||
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value | ' | ||||||||||||||||||||||||
The fair value of our derivative instruments measured as outlined above as of December 31, 2013 was as follows: | |||||||||||||||||||||||||
($ amounts in thousands) | |||||||||||||||||||||||||
December 31, | Quoted Prices | Significant Other Observable Inputs | Significant Other Unobservable Inputs | ||||||||||||||||||||||
Description | 2013 | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||
ASSETS | |||||||||||||||||||||||||
Current Assets | |||||||||||||||||||||||||
Derivatives | $ | — | $ | — | $ | — | $ | — | |||||||||||||||||
$ | — | $ | — | $ | — | $ | — | ||||||||||||||||||
LIABILITIES | |||||||||||||||||||||||||
Current Liabilities | |||||||||||||||||||||||||
Derivatives | $ | (1,189 | ) | $ | — | $ | (1,189 | ) | $ | — | |||||||||||||||
$ | (1,189 | ) | $ | — | $ | (1,189 | ) | $ | — | ||||||||||||||||
The following table summarizes the fair value and presentation in our consolidated balance sheets for derivative instruments as of December 31, 2013 and 2012: | |||||||||||||||||||||||||
($ amounts in thousands) | |||||||||||||||||||||||||
Asset Derivatives | Liability Derivatives | ||||||||||||||||||||||||
December 31, 2013 | December 31, 2012 | December 31, 2013 | December 31, 2012 | ||||||||||||||||||||||
Balance Sheet Location | Fair Value | Fair Value | Balance Sheet Location | Fair Value | Fair Value | ||||||||||||||||||||
Derivatives designated as hedging instruments under ASC 815 | |||||||||||||||||||||||||
Interest rate cap contracts | — | — | Accrued expenses and other current liabilities | $ | (4,002 | ) | — | ||||||||||||||||||
Interest rate cap contracts | — | — | Other Assets | 2,813 | — | ||||||||||||||||||||
Total derivatives designated as hedging instruments under ASC 815 | — | — | $ | (1,189 | ) | — | |||||||||||||||||||
Total derivatives | — | — | $ | (1,189 | ) | — | |||||||||||||||||||
Offsetting Liabilities | ' | ||||||||||||||||||||||||
The following tables summarize our five interest cap agreements with a single counterparty and that each agreement represented a net liability for us and none of our interest cap agreements represented a net asset as of December 31, 2013: | |||||||||||||||||||||||||
($ amounts in thousands) | |||||||||||||||||||||||||
Offsetting of Derivative Liabilities | |||||||||||||||||||||||||
As of December 31, 2013 | |||||||||||||||||||||||||
Gross Amounts Not Offset in the Statement of Financial Position | |||||||||||||||||||||||||
Description | Gross Amounts of Recognized Liabilities | Gross Amounts Offset in the Statement of Financial Position | Net Amounts of Liabilities Presented in the Statement of Financial Position | Financial Instruments | Cash Collateral Pledged | Net Amount | |||||||||||||||||||
Derivatives by counterparty | |||||||||||||||||||||||||
Counterparty 1 | $ | (1,189 | ) | $ | (2,813 | ) | $ | (4,002 | ) | $ | 2,813 | $ | — | $ | (1,189 | ) | |||||||||
Total | $ | (1,189 | ) | $ | (2,813 | ) | $ | (4,002 | ) | $ | 2,813 | $ | — | $ | (1,189 | ) | |||||||||
Offsetting Assets | ' | ||||||||||||||||||||||||
($ amounts in thousands) | |||||||||||||||||||||||||
Offsetting of Derivative Assets | |||||||||||||||||||||||||
As of December 31, 2013 | |||||||||||||||||||||||||
Gross Amounts Not Offset in the Statement of Financial Position | |||||||||||||||||||||||||
Description | Gross Amounts of Recognized Assets | Gross Amounts Offset in the Statement of Financial Position | Net Amounts of Assets Presented in the Statement of Financial Position | Financial Instruments | Cash Collateral Pledged | Net Amount | |||||||||||||||||||
Derivatives by counterparty | |||||||||||||||||||||||||
Counterparty 1 | $ | — | $ | 2,813 | $ | 2,813 | $ | (2,813 | ) | $ | — | $ | — | ||||||||||||
Total | $ | — | $ | 2,813 | $ | 2,813 | $ | (2,813 | ) | $ | — | $ | — | ||||||||||||
Schedule of Accumulated Other Comprehensive Income (Loss) | ' | ||||||||||||||||||||||||
The following table summarizes information about the fair values of our derivative instruments on the consolidated statements of other comprehensive income (loss) for the year ended December 31, 2013: | |||||||||||||||||||||||||
Other Comprehensive Income (Loss) Rollforward: | Amount | ||||||||||||||||||||||||
($ thousands) | |||||||||||||||||||||||||
Beginning Balance Gain/(Loss) as of December 31, 2012 | $ | — | |||||||||||||||||||||||
Amount Recognized in Other Comprehensive Income (Loss) on Derivative (Pre-tax) | (2,203 | ) | |||||||||||||||||||||||
Amount Reclassified from Other Comprehensive Income (Loss) into Income (Loss) | 1,014 | ||||||||||||||||||||||||
Ending Balance Gain/(Loss) (Pre-tax) as of December 31, 2013 | $ | (1,189 | ) | ||||||||||||||||||||||
Derivative Instruments, Gain (Loss) | ' | ||||||||||||||||||||||||
The following table summarizes the effect and presentation of derivative instruments, including the effective portion or ineffective portion of our cash flow hedges, on the consolidated statements of operations for the periods ending December 31, 2013 and 2012: | |||||||||||||||||||||||||
($ amounts in thousands) | |||||||||||||||||||||||||
The Effect of Derivative Instruments on the Statement of Financial Performance | |||||||||||||||||||||||||
For the Year Ended December 31, 2013 | |||||||||||||||||||||||||
Derivatives in ASC 815 Cash Flow Hedging Relationships | Amount of Gain or (Loss) Recognized in Other Comprehensive Income (Loss) on Derivative | Location of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) into Income (Loss) (Effective Portion) | Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income (Loss) | Location of Gain or (Loss) Recognized in Income (Loss) on Derivative (Ineffective Portion ) | Amount of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion ) | ||||||||||||||||||||
(Effective Portion) | (Effective Portion) | ||||||||||||||||||||||||
2013 | 2012 | 2013 | 2012 | 2013 | 2012 | ||||||||||||||||||||
Interest rate cap contracts | $ | (2,203 | ) | — | Interest Expense | $ | (1,014 | ) | — | Interest Expense | $ | — | — | ||||||||||||
Total | $ | (2,203 | ) | — | $ | (1,014 | ) | — | $ | — | — | ||||||||||||||
ShareBased_Compensation_Tables
Share-Based Compensation (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Successor [Member] | ' | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | |||||||||||||
Schedule of Stock Option Valuation Assumptions | ' | |||||||||||||
We used the Black-Scholes stock option pricing model to estimate the fair value of Tranche 1 and Tranche 2 without a market condition (service and performance conditions only) stock option awards with the following weighted average assumptions: | ||||||||||||||
(Successor) | ||||||||||||||
TRANCHE 1 | ||||||||||||||
Risk-free interest rate | 0.9 | % | ||||||||||||
Expected life (in years) | 5 | |||||||||||||
Expected volatility | 75 | % | ||||||||||||
Dividend | 0 | % | ||||||||||||
(Successor) | ||||||||||||||
TRANCHE 2 | ||||||||||||||
Risk-free interest rate | 1 | % | ||||||||||||
Expected life (in years) | 5 | |||||||||||||
Expected volatility | 75 | % | ||||||||||||
Dividend | 0 | % | ||||||||||||
Schedule of Options Weighted Average Grant Date Fair Value | ' | |||||||||||||
A summary of the calculated estimated grant date fair value per option is as follows: | ||||||||||||||
September 29, 2012 to December 31, 2012 | ||||||||||||||
Fair value of stock options | (Successor) | |||||||||||||
TRANCHE 1 | $0.67 | |||||||||||||
TRANCHE 2 without market condition | $0.68 | |||||||||||||
TRANCHE 2 with market condition | $0.76 | |||||||||||||
Schedule of Stock Option Activity | ' | |||||||||||||
The following is a summary of our stock option activity (shares in thousands): | ||||||||||||||
Shares | Weighted Average Exercise Price | Weighted Average Remaining Life | Aggregate Intrinsic Value | |||||||||||
TRANCHE 1 | ||||||||||||||
Balance at December 31, 2012 | 21,630 | $1.00 | ||||||||||||
Granted | 500 | 1 | ||||||||||||
Exercised | — | — | ||||||||||||
Forfeited | (300 | ) | 1 | |||||||||||
Balance at December 31, 2013 | 21,830 | $1.00 | 8.8 | $— | ||||||||||
Exercisable at December 31, 2013 | 4,366 | $1.00 | 8.8 | $— | ||||||||||
Expected to vest at December 31, 2013 | 21,105 | $1.00 | 8.8 | $— | ||||||||||
Shares | Weighted Average Exercise Price | Weighted Average Remaining Life | Aggregate Intrinsic Value | |||||||||||
TRANCHE 2 | ||||||||||||||
Balance at December 31, 2012 | 21,630 | $1.00 | ||||||||||||
Granted | — | — | ||||||||||||
Exercised | — | — | ||||||||||||
Forfeited | (300 | ) | 1 | |||||||||||
Balance at December 31, 2013 | 21,330 | $1.00 | 8.8 | $— | ||||||||||
Exercisable at December 31, 2013 | 4,266 | $1.00 | 8.8 | $— | ||||||||||
Expected to vest at December 31, 2013 | 20,605 | $1.00 | 8.8 | $— | ||||||||||
Schedule of Restricted Stock Unit Activity | ' | |||||||||||||
The following is a summary of our RSU activity (shares and aggregate intrinsic value in thousands): | ||||||||||||||
Shares | Weighted Average Grant Price | Aggregate Intrinsic Value | ||||||||||||
Balance at December 31, 2012 | 300 | $1.00 | ||||||||||||
Granted | 115 | 1 | ||||||||||||
Exercised | (40 | ) | 1 | |||||||||||
Forfeited | — | — | ||||||||||||
Non-vested restricted stock unit balance at December 31, 2013 | 375 | $1.00 | $375 | |||||||||||
Successor [Member] | Stock Options [Member] | ' | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | |||||||||||||
Schedule of Allocation of Share-Based Compensation Cost | ' | |||||||||||||
Set forth below is the impact on our results of operations of recording share-based compensation from stock options for the year ended December 31, 2013 and for the period from September 29, 2012 to December 31, 2012 ($ amounts in thousands): | ||||||||||||||
For the Year Ended | For the Period | |||||||||||||
31-Dec-13 | September 29, 2012 to December 31, 2012 | |||||||||||||
(Successor) | (Successor) | |||||||||||||
Cost of goods sold | $901 | $223 | ||||||||||||
Selling, general and administrative | 8,147 | 2,003 | ||||||||||||
Total, pre-tax | $9,048 | $2,226 | ||||||||||||
Tax effect of share-based compensation | (3,348 | ) | (824 | ) | ||||||||||
Total, net of tax | $5,700 | $1,402 | ||||||||||||
Successor [Member] | Rollover Stock Options [Member] | ' | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | |||||||||||||
Schedule of Stock Option Activity | ' | |||||||||||||
The following is a summary of our Rollover Stock Options activity (shares and aggregate intrinsic value in thousands): | ||||||||||||||
Shares | Weighted Average Exercise Price | Weighted Average Remaining Life | Aggregate Intrinsic Value | |||||||||||
Balance at December 31, 2012 | 18,100 | $0.25 | ||||||||||||
Granted | — | — | ||||||||||||
Exercised | (749 | ) | 0.25 | |||||||||||
Forfeited | — | — | ||||||||||||
Balance at December 31, 2013 | 17,351 | $0.25 | 3.8 | $13,013 | ||||||||||
Exercisable at December 31, 2013 | 17,351 | $0.25 | 3.8 | $13,013 | ||||||||||
Successor [Member] | Restricted Stock Units (RSUs) [Member] | ' | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | |||||||||||||
Schedule of Allocation of Share-Based Compensation Cost | ' | |||||||||||||
Set forth below is the impact on our results of operations of recording share-based compensation from RSUs for the year ended December 31, 2013, December 31, 2012, and December 31, 2011 ($ amounts in thousands): | ||||||||||||||
For the Year Ended | For the Period | |||||||||||||
31-Dec-13 | September 29, 2012 to December 31, 2012 | |||||||||||||
(Successor) | (Successor) | |||||||||||||
Cost of goods sold | $— | $1 | ||||||||||||
Selling, general and administrative | 106 | 13 | ||||||||||||
Total, pre-tax | $106 | $14 | ||||||||||||
Tax effect of share-based compensation | (39 | ) | (5 | ) | ||||||||||
Total, net of tax | $67 | $9 | ||||||||||||
Predecessor [Member] | ' | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | |||||||||||||
Schedule of Stock Option Valuation Assumptions | ' | |||||||||||||
We used the Black-Scholes stock option pricing model to estimate the fair value of stock option awards with the following weighted average assumptions: | ||||||||||||||
For the period ended | ||||||||||||||
September 28, | December 31, | |||||||||||||
2012 | 2011 | |||||||||||||
Risk-free interest rate | 0.8 | % | 2.2 | % | ||||||||||
Expected life (in years) | 4.7 | 5.2 | ||||||||||||
Expected volatility | 43.9 | % | 44.6 | % | ||||||||||
Dividend | 0 | % | 0 | % | ||||||||||
Schedule of Options Weighted Average Grant Date Fair Value | ' | |||||||||||||
The following is a summary of the weighted average per share fair value of options granted for the periods ended September 28, 2012 and December 31, 2011. | ||||||||||||||
For the period ended | ||||||||||||||
September 28, | December 31, | |||||||||||||
2012 | 2011 | |||||||||||||
Weighted average per share fair value of options granted | $12.46 | $15.34 | ||||||||||||
Schedule of Restricted Stock and Restricted Stock Units Activity | ' | |||||||||||||
The following is a summary of our restricted stock activity (shares and aggregate intrinsic value in thousands): | ||||||||||||||
Shares | Weighted Average Grant Price | Aggregate Intrinsic Value | ||||||||||||
Non-vested balance at December 31, 2011 | 281 | $24.28 | — | |||||||||||
Granted | 99 | 32.89 | — | |||||||||||
Exercised | (370 | ) | 26.37 | — | ||||||||||
Forfeited | (10 | ) | 32 | — | ||||||||||
Non-vested balance at September 28, 2012 | — | $— | $— | |||||||||||
The following is a summary of our restricted stock unit activity (shares and aggregate intrinsic value in thousands): | ||||||||||||||
Shares | Weighted Average Grant Price | Aggregate Intrinsic Value | ||||||||||||
Non-vested restricted stock unit balance at December 31, 2011 | 69 | $36.47 | — | |||||||||||
Granted | 82 | 33.09 | — | |||||||||||
Exercised | (128 | ) | 34.97 | — | ||||||||||
Forfeited | (23 | ) | 32.76 | — | ||||||||||
Non-vested restricted stock unit balance at September 28, 2012 | — | $— | $— | |||||||||||
Schedule of Stock Option Activity | ' | |||||||||||||
The following is a summary of our stock option activity (shares and aggregate intrinsic value in thousands): | ||||||||||||||
Shares | Weighted Average Grant Price | Weighted Average Remaining Life | Aggregate Intrinsic Value | |||||||||||
Balance at December 31, 2011 | 2,286 | $30.11 | — | — | ||||||||||
Granted | 310 | 32.97 | — | — | ||||||||||
Exercised | (1,659 | ) | 25.61 | — | — | |||||||||
Forfeited | (937 | ) | 39.12 | — | — | |||||||||
Balance at September 28, 2012 | — | $— | — | $— | ||||||||||
Schedule of Total Fair Value of Shares Vested | ' | |||||||||||||
Total fair value of shares vested ($ amounts in thousands): | ||||||||||||||
For the period ended | ||||||||||||||
September 28, | December 31, | |||||||||||||
2012 | 2011 | |||||||||||||
Total fair value of shares vested | $3,125 | $4,186 | ||||||||||||
Schedule of Shares Purchased by Employees Under Employee Stock Purchase Plan | ' | |||||||||||||
(amounts in thousands) | ||||||||||||||
For the period ended | ||||||||||||||
September 28, | December 31, | |||||||||||||
2012 | 2011 | |||||||||||||
Shares purchased by employees | 5 | 12 | ||||||||||||
Predecessor [Member] | Stock Options [Member] | ' | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | |||||||||||||
Schedule of Allocation of Share-Based Compensation Cost | ' | |||||||||||||
Set forth below is the impact on our results of operations of recording share-based compensation from stock options for the periods ended September 28, 2012 and December 31, 2011 ($ amounts in thousands): | ||||||||||||||
For the period ended | ||||||||||||||
September 28, | December 31, | |||||||||||||
2012 | 2011 | |||||||||||||
Cost of goods sold | $300 | $432 | ||||||||||||
Selling, general and administrative | 2,700 | 3,889 | ||||||||||||
Total, pre-tax | 3,000 | 4,321 | ||||||||||||
Tax effect of share-based compensation | (1,110 | ) | (1,599 | ) | ||||||||||
Total, net of tax | $1,890 | $2,722 | ||||||||||||
Predecessor [Member] | Restricted Stock [Member] | ' | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | |||||||||||||
Schedule of Allocation of Share-Based Compensation Cost | ' | |||||||||||||
The impact on our results of operations of recording share-based compensation from restricted stock for the periods ended September 28, 2012 and December 31, 2011 was as follows ($ amounts in thousands): | ||||||||||||||
For the period ended | ||||||||||||||
September 28, | December 31, | |||||||||||||
2012 | 2011 | |||||||||||||
Cost of goods sold | $377 | $551 | ||||||||||||
Selling, general and administrative | 3,390 | 4,958 | ||||||||||||
Total, pre-tax | $3,767 | $5,509 | ||||||||||||
Tax effect of stock-based compensation | (1,394 | ) | (2,038 | ) | ||||||||||
Total, net of tax | $2,373 | $3,471 | ||||||||||||
Predecessor [Member] | Cash Settled Restricted Stock Units [Member] | ' | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | |||||||||||||
Schedule of Allocation of Share-Based Compensation Cost | ' | |||||||||||||
The impact on our results of operations of recording share-based compensation from cash-settled restricted stock units for the periods ended September 28, 2012 and December 31, 2011 was as follows ($ amounts in thousands): | ||||||||||||||
For the period ended | ||||||||||||||
September 28, | December 31, | |||||||||||||
2012 | 2011 | |||||||||||||
Cost of goods sold | $232 | $132 | ||||||||||||
Selling, general and administrative | 2,089 | 1,188 | ||||||||||||
Total, pre-tax | $2,321 | $1,320 | ||||||||||||
Tax effect of stock-based compensation | (859 | ) | (488 | ) | ||||||||||
Total, net of tax | $1,462 | $832 | ||||||||||||
Schedule of Restricted Stock Unit Activity | ' | |||||||||||||
Information regarding activity for cash-settled restricted stock units outstanding is as follows (number of awards in thousands): | ||||||||||||||
Shares | Weighted Average Grant Price | Aggregate Intrinsic Value | ||||||||||||
Awards outstanding at December 31, 2011 | 149 | $32.97 | — | |||||||||||
Granted | 137 | 33.38 | — | |||||||||||
Exercised | (40 | ) | 32.55 | — | ||||||||||
Forfeited | (246 | ) | 62.84 | — | ||||||||||
Awards outstanding at September 28, 2012 | — | $— | $— | |||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||||
Dec. 31, 2013 | |||||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||||
Schedule of Components of Income Tax Expense (Benefit) | ' | ||||||||||||||
For the Year Ended | For the Period | For the Year Ended | |||||||||||||
31-Dec-13 | September 29, 2012 to | January 1, 2012 to | 31-Dec-11 | ||||||||||||
31-Dec-12 | 28-Sep-12 | ||||||||||||||
(Successor) | (Successor) | (Predecessor) | (Predecessor) | ||||||||||||
Current income tax provision (benefit): | |||||||||||||||
Federal | $19,505 | $3,502 | $21,795 | $3,522 | |||||||||||
State | 187 | 176 | (5,284 | ) | (6,261 | ) | |||||||||
Foreign | 973 | 230 | 833 | — | |||||||||||
20,665 | 3,908 | 17,344 | (2,739 | ) | |||||||||||
Deferred income tax (benefit) provision: | |||||||||||||||
Federal | (79,996 | ) | (20,660 | ) | 12,982 | (7,813 | ) | ||||||||
State | (1,851 | ) | (930 | ) | (829 | ) | 4,556 | ||||||||
Foreign | — | — | (50 | ) | — | ||||||||||
(81,847 | ) | (21,590 | ) | 12,103 | (3,257 | ) | |||||||||
($61,182 | ) | ($17,682 | ) | $29,447 | ($5,996 | ) | |||||||||
Schedule of Deferred Tax Assets and (Liabilities) | ' | ||||||||||||||
December 31, | December 31, | ||||||||||||||
2013 | 2012 | ||||||||||||||
(Successor) | (Successor) | ||||||||||||||
Deferred tax assets: | |||||||||||||||
Accounts receivable | $35,298 | $31,877 | |||||||||||||
Inventories | 12,670 | 8,063 | |||||||||||||
Litigation settlements and contingencies | 12,241 | 8,257 | |||||||||||||
Accrued and prepaid expenses | 8,219 | 8,638 | |||||||||||||
Net operating losses and credit carryforwards | 14,019 | 18,539 | |||||||||||||
Asset impairments | 996 | 1,400 | |||||||||||||
Stock options and restricted shares | 4,097 | 801 | |||||||||||||
Other | 4,790 | 2,560 | |||||||||||||
Total deferred tax assets | 92,330 | 80,135 | |||||||||||||
Deferred tax liabilities: | |||||||||||||||
Fixed assets | (20,621 | ) | (23,173 | ) | |||||||||||
Deferred financing cost | (15,463 | ) | — | ||||||||||||
Intangible assets | (275,399 | ) | (365,495 | ) | |||||||||||
Other | (1,376 | ) | (1,096 | ) | |||||||||||
Total deferred tax liabilities | (312,859 | ) | (389,764 | ) | |||||||||||
Less valuation allowance | (12,322 | ) | (6,803 | ) | |||||||||||
Net deferred tax (liability) asset | ($232,851 | ) | ($316,432 | ) | |||||||||||
Schedule of Effective Income Tax Rate Reconciliation | ' | ||||||||||||||
The table below provides reconciliation between the statutory federal income tax rate and the effective rate of income tax expense for each of the periods shown as follows: | |||||||||||||||
For the Year Ended | For the Period | For the Year Ended | |||||||||||||
31-Dec-13 | September 29, 2012 to | January 1, 2012 to | 31-Dec-11 | ||||||||||||
31-Dec-12 | 28-Sep-12 | ||||||||||||||
(Successor) | (Successor) | (Predecessor) | (Predecessor) | ||||||||||||
Federal statutory tax rate | 35% | 35% | 35% | 35% | |||||||||||
State tax – net of federal benefit | 1 | 1 | 2 | 2 | |||||||||||
Change in valuation of deferred tax assets | — | — | — | -9 | |||||||||||
Tax contingencies | — | -1 | -6 | 8 | |||||||||||
Non-deductible legal settlements | — | — | 17 | -14 | |||||||||||
Non-deductible annual pharmaceutical manufacturers' fee | -2 | — | — | -5 | |||||||||||
Non-deductible transaction costs | — | — | 8 | -4 | |||||||||||
R&D Credit | 2 | — | — | — | |||||||||||
Other | 1 | — | 2 | -2 | |||||||||||
Effective tax rate | 37% | 35% | 58% | 11% | |||||||||||
Schedule of Unrecognized Tax Benefits Roll Forward | ' | ||||||||||||||
For the Year Ended | For the Period | For the Year Ended | |||||||||||||
31-Dec-13 | September 29, 2012 to | January 1, 2012 to | 31-Dec-11 | ||||||||||||
31-Dec-12 | 28-Sep-12 | ||||||||||||||
(Successor) | (Successor) | (Predecessor) | (Predecessor) | ||||||||||||
Balance at the beginning of period | $12,538 | $12,119 | $14,409 | $31,571 | |||||||||||
Additions based on tax positions related to the current year | 2,577 | 419 | 2,337 | 1,779 | |||||||||||
Additions for tax positions of prior years | 3,708 | — | 634 | 3,217 | |||||||||||
Reductions for tax positions of prior years | (842 | ) | — | (5,261 | ) | (5,013 | ) | ||||||||
Reductions due to lapse of applicable statute of limitations | — | — | — | (16,720 | ) | ||||||||||
Settlements paid | — | — | — | (425 | ) | ||||||||||
Balance at the end of the period | $17,981 | $12,538 | $12,119 | $14,409 | |||||||||||
Segment_Information_Tables
Segment Information (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2013 | ||||||||||||||||
Segment Reporting [Abstract] | ' | |||||||||||||||
Schedule of Financial Data for Business Segments | ' | |||||||||||||||
The financial data for the two business segments are as follows ($ amounts in thousands): | ||||||||||||||||
For the Year Ended | For the Period | For the Year Ended | ||||||||||||||
31-Dec-13 | September 29, 2012 to | January 1, 2012 to | December 31, | |||||||||||||
31-Dec-12 | 28-Sep-12 | 2011 | ||||||||||||||
(Successor) | (Successor) | (Predecessor) | (Predecessor) | |||||||||||||
Revenues: | ||||||||||||||||
Par Pharmaceutical | $1,028,418 | $227,312 | $743,360 | $834,592 | ||||||||||||
Strativa | 69,049 | 18,827 | 60,508 | 91,546 | ||||||||||||
Total revenues | $1,097,467 | $246,139 | $803,868 | $926,138 | ||||||||||||
Gross margin: | ||||||||||||||||
Par Pharmaceutical | 271,396 | 33,776 | 296,338 | 320,313 | ||||||||||||
Strativa | 46,647 | 11,669 | 46,012 | 66,431 | ||||||||||||
Total gross margin | $318,043 | $45,445 | $342,350 | $386,744 | ||||||||||||
Operating (loss) income: | ||||||||||||||||
Par Pharmaceutical | (48,082 | ) | (25,938 | ) | 116,591 | (10,973 | ) | |||||||||
Strativa | (17,361 | ) | (3,825 | ) | (57,151 | ) | (39,620 | ) | ||||||||
Total operating (loss) income | ($65,443 | ) | ($29,763 | ) | $59,440 | ($50,593 | ) | |||||||||
Gain (loss) on marketable securities and other investments, net | 1,122 | — | — | 237 | ||||||||||||
Gain on bargain purchase | — | 5,500 | — | — | ||||||||||||
Interest income | 87 | 50 | 424 | 736 | ||||||||||||
Interest expense | (95,484 | ) | (25,985 | ) | (9,159 | ) | (2,676 | ) | ||||||||
Loss on debt extinguishment | (7,335 | ) | — | — | — | |||||||||||
(Benefit) provision for income taxes | (61,182 | ) | (17,682 | ) | 29,447 | (5,996 | ) | |||||||||
(Loss) income from continuing operations | ($105,871 | ) | ($32,516 | ) | $21,258 | ($46,300 | ) | |||||||||
Schedule of Total Revenues of Top Selling Products | ' | |||||||||||||||
Total revenues of our top selling products were as follows ($ amounts in thousands): | ||||||||||||||||
For the Year Ended | For the Period | For the Year Ended | ||||||||||||||
Product | December 31, | September 29, 2012 to | January 1, 2012 to | December 31, | ||||||||||||
2013 | 31-Dec-12 | 28-Sep-12 | 2011 | |||||||||||||
(Successor) | (Successor) | (Predecessor) | (Predecessor) | |||||||||||||
Par Pharmaceutical | ||||||||||||||||
Budesonide (Entocort® EC) | $198,834 | $36,710 | $103,762 | $70,016 | ||||||||||||
Propafenone (Rythmol SR®) | 70,508 | 19,623 | 53,825 | 69,835 | ||||||||||||
Metoprolol succinate ER (Toprol-XL®) | 56,670 | 31,287 | 154,216 | 250,995 | ||||||||||||
Lamotrigine (Lamictal XR®) | 54,577 | — | — | — | ||||||||||||
Divalproex (Depakote®) | 46,635 | 2,436 | 9,099 | — | ||||||||||||
Rizatriptan (Maxalt®) | 45,598 | — | — | — | ||||||||||||
Bupropion ER (Wellbutrin®) | 45,403 | 11,255 | 34,952 | — | ||||||||||||
Chlorpheniramine/Hydrocodone (Tussionex®) | 33,518 | 17,403 | 30,706 | 39,481 | ||||||||||||
Modafinil (Provigil®) | 27,688 | 16,956 | 88,831 | — | ||||||||||||
Diltiazem (Cardizem® CD) | 27,212 | 3,702 | — | — | ||||||||||||
Other (1) | 390,346 | 79,789 | 249,383 | 374,288 | ||||||||||||
Other product related revenues (2) | 31,429 | 8,151 | 18,586 | 29,977 | ||||||||||||
Total Par Pharmaceutical Revenues | $1,028,418 | $227,312 | $743,360 | $834,592 | ||||||||||||
Strativa | ||||||||||||||||
Megace® ES | $39,510 | $10,910 | $38,322 | $58,172 | ||||||||||||
Nascobal® Nasal Spray | 26,864 | 7,138 | 17,571 | 21,399 | ||||||||||||
Other | (910 | ) | 130 | 130 | 3,309 | |||||||||||
Other product related revenues (2) | 3,585 | 649 | 4,485 | 8,666 | ||||||||||||
Total Strativa Revenues | $69,049 | $18,827 | $60,508 | $91,546 | ||||||||||||
-1 | The further detailing of revenues of the other approximately 50 generic drugs was not considered significant to the overall disclosure due to the lower volume of revenues associated with each of these generic products. No single product in the other category was significant to total generic revenues for the year ended December 31, 2013 (Successor), the period from September 29, 2012 to December 31, 2012 (Successor) or for the period from January 1, 2012 to September 28, 2012 (Predecessor) or for the year ended December 31, 2011 (Predecessor). | |||||||||||||||
-2 | Other product related revenues represents licensing and royalty related revenues from profit sharing agreements. |
Restructuring_Costs_Tables
Restructuring Costs (Tables) | 12 Months Ended | ||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||
Restructuring and Related Activities [Abstract] | ' | ||||||||||||||||||||
Schedule of Restructuring Costs | ' | ||||||||||||||||||||
The following table summarizes the activity for 2013 and the remaining related restructuring liabilities balance (included in accrued expenses and other current liabilities on the consolidated balance sheet) as of December 31, 2013 ($ amounts in thousands): | |||||||||||||||||||||
Restructuring Activities | Initial Charge | Cash Payments | Non-Cash Charge Related to Inventory and/or Intangible Assets | Reversals, Reclass or Transfers | Liabilities at December 31, 2013 | ||||||||||||||||
Severance and employee benefits to be paid in cash | $1,413 | ($1,303 | ) | $0 | ($4 | ) | $106 | ||||||||||||||
Asset impairments and other | 403 | — | (403 | ) | — | — | |||||||||||||||
Total restructuring costs line item | $1,816 | ($1,303 | ) | ($403 | ) | ($4 | ) | $106 | |||||||||||||
Unaudited_Selected_Quarterly_F1
Unaudited Selected Quarterly Financial Data (Tables) | 12 Months Ended | |||||||||||||||||||
Dec. 31, 2013 | ||||||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | |||||||||||||||||||
Summary of Selected Quarterly Financial Data | ' | |||||||||||||||||||
Unaudited selected quarterly financial data for 2013 and 2012 are summarized below ($ amounts in thousands): | ||||||||||||||||||||
Fiscal 2013 | First | Second | Third | Fourth | ||||||||||||||||
Quarter | Quarter | Quarter | Quarter | |||||||||||||||||
(Successor) | (Successor) | (Successor) | (Successor) | |||||||||||||||||
Total revenues | $ | 290,196 | $ | 233,669 | $ | 267,321 | $ | 306,281 | ||||||||||||
Gross margin | 71,444 | 58,900 | 81,391 | 106,308 | ||||||||||||||||
Total operating expenses | 62,835 | 66,399 | 106,116 | 148,136 | ||||||||||||||||
Operating income (loss) | 8,609 | (7,499 | ) | (24,725 | ) | (41,828 | ) | |||||||||||||
Net loss | $ | (14,746 | ) | $ | (21,791 | ) | $ | (29,299 | ) | $ | (40,035 | ) | ||||||||
Third Quarter | ||||||||||||||||||||
Fiscal 2012 | First | Second | July 1, 2012 to | September 29, 2012 to September 30, 2012 | Fourth | |||||||||||||||
Quarter | Quarter | 28-Sep-12 | Quarter | |||||||||||||||||
(Predecessor) | (Predecessor) | (Predecessor) | (Successor) | (Successor) | ||||||||||||||||
Total revenues | $ | 271,472 | $ | 294,333 | $ | 238,063 | $ | 10,689 | $ | 235,450 | ||||||||||
Gross margin | 97,846 | 143,154 | 101,350 | 3,627 | 41,818 | |||||||||||||||
Total operating expenses | 119,059 | 60,383 | 103,468 | 288 | 74,920 | |||||||||||||||
Operating (loss) income | (21,213 | ) | 82,771 | (2,118 | ) | 3,339 | (33,102 | ) | ||||||||||||
Net (loss) income | $ | (28,723 | ) | $ | 51,277 | $ | (1,379 | ) | $ | 1,588 | $ | (34,133 | ) | |||||||
Notes_to_Consolidated_Financia1
Notes to Consolidated Financial Statements (Details) | 12 Months Ended |
Dec. 31, 2013 | |
segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Number of business segments | 2 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Narrative) (Details) (USD $) | 12 Months Ended | 3 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Sep. 28, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 28, 2012 | |
segment | Revenue [Member] | Computer software [Member] | Computer software [Member] | Successor [Member] | Successor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | 7.375% Senior Notes Due 2020 [Member] | 7.375% Senior Notes Due 2020 [Member] | 7.375% Senior Notes Due 2020 [Member] | |
Four Largest Customers [Member] | Minimum [Member] | Maximum [Member] | Senior Notes [Member] | Senior Notes [Member] | Senior Notes [Member] | |||||||
Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt interest rate (percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7.38% | 7.38% | 7.38% |
Net product sales, cash collected | ' | ' | ' | ' | $258,000,000 | $1,150,000,000 | $854,000,000 | $941,000,000 | ' | ' | ' | ' |
Cash purchase of equity | ' | ' | ' | ' | 1,908,725,000 | 0 | 0 | ' | 0 | ' | ' | ' |
Property, plant and equipment estimated useful lives (years) | ' | ' | '3 years | '7 years | ' | ' | ' | ' | ' | ' | ' | ' |
Distribution costs | ' | ' | ' | ' | 1,000,000 | 4,600,000 | 2,300,000 | 2,500,000 | ' | ' | ' | ' |
Number of business segments | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration risk, percentage | ' | 70.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt issuance costs | ' | ' | ' | ' | $2,829,000 | $10,734,000 | $1,876,000 | $1,400,000 | ' | ' | ' | ' |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies (Schedule of Estimated Useful Lives of Plant, Property, and Equipment) (Details) | 12 Months Ended |
Dec. 31, 2013 | |
Buildings [Member] | Minimum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property, plant and equipment estimated useful lives (years) | '10 years |
Buildings [Member] | Maximum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property, plant and equipment estimated useful lives (years) | '40 years |
Machinery and equipment [Member] | Minimum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property, plant and equipment estimated useful lives (years) | '3 years |
Machinery and equipment [Member] | Maximum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property, plant and equipment estimated useful lives (years) | '15 years |
Office equipment, furniture and fixtures [Member] | Minimum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property, plant and equipment estimated useful lives (years) | '3 years |
Office equipment, furniture and fixtures [Member] | Maximum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property, plant and equipment estimated useful lives (years) | '7 years |
Computer software and hardware [Member] | Minimum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property, plant and equipment estimated useful lives (years) | '3 years |
Computer software and hardware [Member] | Maximum [Member] | ' |
Property, Plant and Equipment [Line Items] | ' |
Property, plant and equipment estimated useful lives (years) | '7 years |
Sky_Growth_Merger_Narrative_De
Sky Growth Merger (Narrative) (Details) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | |||||||
Sep. 28, 2012 | Sep. 28, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 28, 2012 | Dec. 31, 2012 | Sep. 28, 2012 | Sep. 28, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Sep. 28, 2012 | Sep. 28, 2012 | Sep. 28, 2012 | |
7 Year Senior Secured Term Loan Facility [Member] | 5 Year Senior Secured Revolving Credit Facility [Member] | 7.375% Senior Notes Due 2020 [Member] | 7.375% Senior Notes Due 2020 [Member] | 7.375% Senior Notes Due 2020 [Member] | Sky Growth Merger [Member] | Sky Growth Merger [Member] | Sky Growth Merger [Member] | Sky Growth Merger [Member] | Sky Growth Merger [Member] | Sky Growth Merger [Member] | Sky Growth Merger [Member] | Sky Growth Merger [Member] | |
Term Loan [Member] | Revolving Credit Facility [Member] | Senior Notes [Member] | Senior Notes [Member] | Senior Notes [Member] | Manager [Member] | Manager [Member] | Manager [Member] | 7 Year Senior Secured Term Loan Facility [Member] | 5 Year Senior Secured Revolving Credit Facility [Member] | 7.375% Senior Notes Due 2020 [Member] | |||
Selling, General and Administrative Expenses [Member] | Selling, General and Administrative Expenses [Member] | Term Loan [Member] | Revolving Credit Facility [Member] | Senior Notes [Member] | |||||||||
Successor [Member] | Successor [Member] | ||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Merger stock conversion (dollars per share) | ' | ' | ' | ' | ' | ' | $50 | ' | ' | ' | ' | ' | ' |
Acquired ownership percentage (percent) | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' |
Debt term (years) | '7 years | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | '7 years | ' | ' |
Line of credit, maximum borrowing capacity | ' | $150,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $150,000,000 | ' |
Debt interest rate (percent) | ' | ' | 7.38% | 7.38% | 7.38% | ' | ' | ' | ' | ' | ' | ' | 7.38% |
Adjustment to pro forma revenue, merger-related costs | ' | ' | ' | ' | ' | 28,235,000 | ' | ' | ' | ' | ' | ' | ' |
Transaction costs | ' | ' | ' | ' | ' | ' | ' | 20,000,000 | ' | ' | ' | ' | ' |
Management services expenses, percentage of EBITDA (percent) | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' |
Management services expenses, maximum annual expenses | ' | ' | ' | ' | ' | ' | ' | 4,000,000 | ' | ' | ' | ' | ' |
Management services expenses | ' | ' | ' | ' | ' | ' | ' | ' | $675,000 | $3,611,000 | ' | ' | ' |
Sky_Growth_Merger_Sources_and_
Sky Growth Merger (Sources and Uses of Funds for Merger) (Details) (USD $) | 12 Months Ended | 0 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2011 | Sep. 28, 2012 |
Sky Growth Merger [Member] | ||
Sources: | ' | ' |
Senior secured term loan | ' | $1,055,000 |
7.375% Senior notes | ' | 490,000 |
Sponsor equity contribution | ' | 690,000 |
Company cash on hand | ' | 144,791 |
Total source of funds | ' | 2,379,791 |
Uses: | ' | ' |
Cash purchase of equity | ' | 1,908,725 |
Prior debt and accrued interest | ' | 337,704 |
Total purchase price | ' | 2,246,429 |
Transaction costs | 8,264 | 133,362 |
Total use of funds | ' | $2,379,791 |
Sky_Growth_Merger_Allocation_o
Sky Growth Merger (Allocation of Purchase Price) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Sep. 28, 2012 |
In Thousands, unless otherwise specified | Sky Growth Merger [Member] | Sky Growth Merger [Member] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ' | ' | ' | ' |
Cash on hand | ' | ' | ' | $278,879 |
Accounts receivable, net | ' | ' | ' | 113,902 |
Inventories | ' | ' | ' | 118,704 |
Property, plant and equipment, net | ' | ' | ' | 129,416 |
Intangible assets | ' | ' | ' | 1,303,300 |
Other current and non-current assets | ' | ' | ' | 83,493 |
Total identifiable assets | ' | ' | ' | 2,027,694 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] | ' | ' | ' | ' |
Accounts payable | ' | ' | ' | 36,304 |
Payables due to distribution agreement partners | ' | ' | ' | 55,983 |
Accrued government pricing liabilities | ' | ' | ' | 43,010 |
Accrued legal settlements | ' | ' | ' | 58,917 |
Other current liabilities | ' | ' | ' | 89,231 |
Other long-term liabilities | ' | ' | ' | 12,568 |
Deferred income taxes | ' | ' | ' | 334,904 |
Total liabilities assumed | ' | ' | ' | 630,917 |
Net identifiable assets acquired | ' | ' | ' | 1,396,777 |
Goodwill | 849,652 | 850,652 | 850,652 | 849,652 |
Total purchase price allocation | ' | ' | ' | $2,246,429 |
Sky_Growth_Merger_Supplemental
Sky Growth Merger (Supplemental Pro Forma Information) (Details) (Sky Growth Merger [Member], USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2011 |
Sky Growth Merger [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Total revenues | $1,050,007 | $926,138 |
Loss from continuing operations | ($84,305) | ($245,466) |
Acquisition_of_Divested_Produc2
Acquisition of Divested Products from the Watson/Actavis Merger (Narrative) (Details) (Watson/Actavis Divestiture Products [Member], USD $) | 0 Months Ended |
In Thousands, unless otherwise specified | Nov. 06, 2012 |
product | |
drug_application | |
Watson/Actavis Divestiture Products [Member] | ' |
Business Acquisition [Line Items] | ' |
Number of generic products with marketing rights acquired through merger (products) | 5 |
Number of abbreviated new drug applications awaiting regulatory approval (drug applications) | 8 |
Purchase price | $110,000 |
Supply agreement term (years) | '3 years |
Tax basis of assets acquired | $110,000 |
Acquisition_of_Divested_Produc3
Acquisition of Divested Products from the Watson/Actavis Merger (Allocation of Purchase Price) (Details) (Watson/Actavis Divestiture Products [Member], USD $) | 0 Months Ended | 12 Months Ended | ||
In Thousands, unless otherwise specified | Nov. 06, 2012 | Nov. 06, 2012 | Dec. 31, 2013 | Nov. 06, 2012 |
IPR&D [Member] | Developed products [Member] | Developed products [Member] | ||
Business Acquisition [Line Items] | ' | ' | ' | ' |
Intangible asset related to developed products | ' | ' | ' | $101,200 |
Intangible asset related to IPR&D products | ' | 14,300 | ' | ' |
Total assets acquired | 115,500 | ' | ' | ' |
Purchase price | 110,000 | ' | ' | ' |
Gain on bargain purchase | $5,500 | ' | ' | ' |
Estimated Useful Life | ' | ' | '7 years | ' |
Acquisition_of_Divested_Produc4
Acquisition of Divested Products from the Watson/Actavis Merger (Supplemental Pro forma Information) (Details) (Watson/Actavis Divestiture Products [Member], USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2011 |
Watson/Actavis Divestiture Products [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Total revenues | $1,125,461 | $1,014,979 |
Income (loss) from continuing operations | $5,364 | ($26,729) |
Edict_Acquisition_Narrative_De
Edict Acquisition (Narrative) (Details) (Edict Acquisition [Member], USD $) | 12 Months Ended | 3 Months Ended | 12 Months Ended | 7 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Sep. 28, 2012 |
Successor [Member] | Successor [Member] | Predecessor [Member] | |||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' |
Loss from continuing operations | ' | ' | $1,931 | $9,753 | $2,749 |
Finite-lived intangible assets fair value adjustment | 750 | ' | ' | ' | ' |
Adjustment to pro forma revenue, merger-related costs | ' | $2,880 | ' | ' | ' |
Edict_Acquisition_Consideratio
Edict Acquisition (Consideration Transferred) (Details) (Edict Acquisition [Member], USD $) | 0 Months Ended | |
In Thousands, unless otherwise specified | Feb. 17, 2012 | |
Edict Acquisition [Member] | ' | |
Business Acquisition [Line Items] | ' | |
Cash purchase of equity | $20,659 | |
Contingent purchase price liabilities | 11,641 | [1] |
Cash paid for assumed indebtedness | 4,300 | |
Total purchase price | $36,600 | |
Contingent liability, payment period (years) | '18 months | |
[1] | Contingent purchase price liabilities represent subsequent milestone payments related to successful FDA inspection of the Par Formulations manufacturing facility and ANDA filings. All contingent purchase price liabilities were paid in full within 18 months of the acquisition date. |
Edict_Acquisition_Fair_Value_E
Edict Acquisition (Fair Value Estimate of Assets Acquired and Liabilities Assumed) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 17, 2012 |
In Thousands, unless otherwise specified | Edict Acquisition [Member] | ||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets [Abstract] | ' | ' | ' |
Cash and cash equivalents | ' | ' | $273 |
Inventories | ' | ' | 192 |
Prepaid expenses and other current assets | ' | ' | 1,143 |
Property, plant and equipment | ' | ' | 5,370 |
Intangible assets | ' | ' | 1,850 |
Total identifiable assets | ' | ' | 8,828 |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities [Abstract] | ' | ' | ' |
Accounts payable | ' | ' | 995 |
Accrued expenses and other current liabilities | ' | ' | 200 |
Deferred tax liabilities | ' | ' | 938 |
Total liabilities assumed | ' | ' | 2,133 |
Net identifiable assets acquired | ' | ' | 6,695 |
Goodwill | 849,652 | 850,652 | 29,905 |
Total purchase price allocation | ' | ' | $36,600 |
Edict_Acquisition_Supplemental
Edict Acquisition (Supplemental Pro forma Information) (Details) (Edict Acquisition [Member], USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2011 |
Edict Acquisition [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Total revenues | $1,050,007 | $926,138 |
Loss from continuing operations | ($9,707) | ($50,476) |
Anchen_Acquisition_Narrative_D
Anchen Acquisition (Narrative) (Details) (USD $) | 12 Months Ended | 0 Months Ended | 3 Months Ended | ||||
In Thousands, unless otherwise specified | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2011 | Nov. 17, 2011 | Jun. 30, 2012 |
Investment Bank Fees [Member] | Accounting Fees [Member] | Legal Fees [Member] | Other Fees [Member] | Anchen Acquisition [Member] | Anchen Acquisition [Member] | ||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Purchase price | ' | ' | ' | ' | ' | $412,753 | ' |
Acquisition post-closing adjustment, amounts collected from Anchen securityholders | ' | ' | ' | ' | ' | ' | 3,786 |
Transaction costs | $8,264 | $5,013 | $1,628 | $1,348 | $275 | ' | ' |
Available_for_Sale_Marketable_2
Available for Sale Marketable Debt Securities (Summary Amortized Cost and Estimated Fair Value) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Estimated Fair Value | $3,541 | $11,727 |
Successor [Member] | Corporate Bonds [Member] | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Cost | 3,522 | ' |
Unrealized Gain | 19 | ' |
Unrealized (Loss) | 0 | ' |
Estimated Fair Value | 3,541 | ' |
Predecessor [Member] | Corporate Bonds [Member] | ' | ' |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Cost | ' | 11,666 |
Unrealized Gain | ' | 61 |
Unrealized (Loss) | ' | 0 |
Estimated Fair Value | ' | $11,727 |
Available_for_Sale_Marketable_3
Available for Sale Marketable Debt Securities (Summary of Contractual Maturities) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Cost | ' | ' |
Less than one year | $2,616 | ' |
Due between 1-2 years | 906 | ' |
Total | 3,522 | ' |
Estimated Fair Value | ' | ' |
Less than one year | 2,624 | ' |
Due between 1-2 years | 917 | ' |
Total | $3,541 | $11,727 |
Fair_Value_Measurements_Narrat
Fair Value Measurements (Narrative) (Details) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Sep. 28, 2012 | Dec. 31, 2013 | Jun. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Sep. 28, 2012 | Dec. 31, 2013 | Sep. 28, 2012 |
product | product | IPR&D [Member] | Predecessor [Member] | Edict Acquisition [Member] | Watson/Actavis Merger [Member] | Watson/Actavis Merger [Member] | Anchen Acquisition [Member] | Anchen Acquisition [Member] | Anchen Acquisition [Member] | Anchen Acquisition [Member] | |
Successor [Member] | IPR&D [Member] | IPR&D [Member] | Predecessor [Member] | ||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Contingent purchase price liabilities | ' | ' | ' | ' | $11,641 | ' | ' | ' | ' | ' | ' |
Asset impairment charges | $39,480 | ' | $60,147 | $5,700 | ' | $466 | $39,946 | $100,093 | $2,000 | $60,147 | $3,700 |
Number of products associated with IPR&D (projects) | 5 | 6 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair_Value_Measurements_Fair_V
Fair Value Measurements (Fair Value of Assets and Liabilities Measured on Recurring Basis) (Details) (Successor [Member], Fair Value, Measurements, Recurring [Member], USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Estimate of Fair Value Measurement [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Corporate bonds (Note 6) | $3,541 | $11,727 |
Cash equivalents | 66,782 | 14,370 |
Estimate of Fair Value Measurement [Member] | Term Loan [Member] | 7 Year Senior Secured Term Loan Facility [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Debt, fair value | 1,063,255 | 1,052,363 |
Estimate of Fair Value Measurement [Member] | Senior Notes [Member] | 7.375% Senior Notes Due 2020 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Debt, fair value | 507,150 | 484,488 |
Financial Liabilities Fair Value Disclosure | 1,189 | ' |
Level 1 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Corporate bonds (Note 6) | 0 | 0 |
Cash equivalents | 66,782 | 14,370 |
Level 1 [Member] | Term Loan [Member] | 7 Year Senior Secured Term Loan Facility [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Debt, fair value | 0 | 0 |
Level 1 [Member] | Senior Notes [Member] | 7.375% Senior Notes Due 2020 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Debt, fair value | 0 | 0 |
Financial Liabilities Fair Value Disclosure | 0 | ' |
Level 2 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Corporate bonds (Note 6) | 3,541 | 11,727 |
Cash equivalents | 0 | 0 |
Level 2 [Member] | Term Loan [Member] | 7 Year Senior Secured Term Loan Facility [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Debt, fair value | 1,063,255 | 1,052,363 |
Level 2 [Member] | Senior Notes [Member] | 7.375% Senior Notes Due 2020 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Debt, fair value | 507,150 | 484,488 |
Financial Liabilities Fair Value Disclosure | 1,189 | ' |
Level 3 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Corporate bonds (Note 6) | 0 | 0 |
Cash equivalents | 0 | 0 |
Level 3 [Member] | Term Loan [Member] | 7 Year Senior Secured Term Loan Facility [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Debt, fair value | 0 | 0 |
Level 3 [Member] | Senior Notes [Member] | 7.375% Senior Notes Due 2020 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
Debt, fair value | 0 | 0 |
Financial Liabilities Fair Value Disclosure | $0 | ' |
Accounts_Receivable_Narrative_
Accounts Receivable (Narrative) (Details) | 12 Months Ended |
Dec. 31, 2013 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' |
Duration prior to product expiration that returns will be accepted | '6 months |
Duration following product expiration that returns will be accepted | '12 months |
Percentage of cash discounts to customers (percent) | 2.00% |
Minimum [Member] | ' |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' |
Average shelf life of products sold | '12 months |
Invoice period for customers to avail cash discount, days | '30 days |
Process period for accounts receivable reserves and allowances, except for product returns allowance, in months | '2 months |
Maximum [Member] | ' |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' |
Average shelf life of products sold | '48 months |
Invoice period for customers to avail cash discount, days | '90 days |
Process period for accounts receivable reserves and allowances, except for product returns allowance, in months | '4 months |
Accounts_Receivable_Schedule_o
Accounts Receivable (Schedule of Accounts Receivable) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 28, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | ||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' | ' | ' |
Accounts receivable, net | $143,279 | $123,091 | ' | ' |
Successor [Member] | ' | ' | ' | ' |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' | ' | ' |
Gross trade accounts receivable | 383,347 | 318,793 | ' | ' |
Deductions from trade accounts receivable | -240,061 | -195,702 | ' | -143,164 |
Allowance for doubtful accounts | -7 | 0 | -100 | ' |
Accounts receivable, net | 143,279 | 123,091 | ' | ' |
Successor [Member] | Chargebacks [Member] | ' | ' | ' | ' |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' | ' | ' |
Deductions from trade accounts receivable | -48,766 | -41,670 | ' | -20,688 |
Successor [Member] | Rebates and incentive programs [Member] | ' | ' | ' | ' |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' | ' | ' |
Deductions from trade accounts receivable | -75,321 | -59,426 | ' | -35,132 |
Successor [Member] | Returns [Member] | ' | ' | ' | ' |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' | ' | ' |
Deductions from trade accounts receivable | -78,181 | -68,062 | ' | -58,672 |
Successor [Member] | Cash discounts and other [Member] | ' | ' | ' | ' |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ' | ' | ' | ' |
Deductions from trade accounts receivable | ($37,793) | ($26,544) | ' | ($28,672) |
Accounts_Receivable_Schedule_o1
Accounts Receivable (Schedule of Allowance for Doubtful Accounts Roll Forward) (Details) (USD $) | 3 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2013 | Sep. 28, 2012 | Dec. 31, 2011 |
Successor [Member] | Successor [Member] | Predecessor [Member] | Predecessor [Member] | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | ' | ' | ' | ' |
Balance at beginning of period | ($100) | $0 | ($1) | ($3) |
Anchen opening balance | 0 | 0 | -100 | 0 |
Additions – charge to expense | 85 | -2 | 0 | -5 |
Adjustments and/or deductions | 15 | -5 | 1 | 7 |
Balance at end of period | $0 | ($7) | ($100) | ($1) |
Accounts_Receivable_Schedule_o2
Accounts Receivable (Schedule of Accounts Affected by the Estimated Provisions) (Details) (USD $) | 36 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||||||||||
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2011 | Dec. 31, 2011 | |||||||||
Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | ||||||||||||
Chargebacks [Member] | Chargebacks [Member] | Rebates and incentive programs [Member] | Rebates and incentive programs [Member] | Returns [Member] | Returns [Member] | Returns [Member] | Cash discounts and other [Member] | Cash discounts and other [Member] | Chargebacks [Member] | Rebates and incentive programs [Member] | Returns [Member] | Cash discounts and other [Member] | |||||||||||||||
Accounts Receivable Reserves [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||
Beginning balance | ' | ' | ($195,702) | ($143,164) | ($41,670) | ($20,688) | ($59,426) | ($35,132) | ($58,672) | ($68,062) | ($58,672) | ($26,544) | ($28,672) | ($108,289) | ($19,482) | ($23,273) | ($48,928) | ($16,606) | |||||||||
Anchen opening balance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -10,434 | -1,633 | -1,427 | -1,748 | -5,626 | |||||||||
Provision recorded for current period sales | ' | ' | -1,154,619 | -841,192 | -630,097 | -442,245 | -290,934 | -216,861 | ' | -37,956 | -33,315 | -195,632 | -148,771 | -519,677 | -261,335 | -121,804 | -30,577 | -105,961 | |||||||||
(Provision) reversal recorded for prior period sales | ' | ' | 2,223 | 734 | 0 | [1] | 0 | [1] | 659 | -59 | -1,600 | [2] | 0 | [2] | 1,602 | [2] | 1,564 | -809 | 568 | 0 | [1] | 660 | 265 | -357 | |||
Credits processed | ' | ' | 1,108,037 | 787,920 | 623,001 | 421,263 | 274,380 | 192,626 | ' | 27,837 | 22,323 | 182,819 | 151,708 | 494,668 | 261,762 | 110,712 | 22,316 | 99,878 | |||||||||
Ending balance | ' | ' | -240,061 | -195,702 | -48,766 | -41,670 | -75,321 | -59,426 | ' | -78,181 | -68,062 | -37,793 | -26,544 | -143,164 | -20,688 | -35,132 | -58,672 | -28,672 | |||||||||
Accrued Liabilities [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||
Beginning balance | ' | -35,829 | -42,162 | [3] | -39,614 | [3] | ' | ' | ' | ' | ' | ' | ' | ' | ' | -32,169 | [3] | ' | ' | ' | ' | ||||||
Anchen opening balance | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -571 | [3] | ' | ' | ' | ' | ||||||||
Provision recorded for current period sales | ' | ' | -80,726 | [3] | -73,973 | [3] | ' | ' | ' | ' | ' | ' | ' | ' | ' | -55,853 | [3] | ' | ' | ' | ' | ||||||
(Provision) reversal recorded for prior period sales | ' | ' | 3,566 | [3],[4] | 0 | [3] | ' | ' | ' | ' | ' | ' | ' | ' | ' | 224 | [3] | ' | ' | ' | ' | ||||||
Credits processed | ' | ' | 83,493 | [3] | 71,425 | [3] | ' | ' | ' | ' | ' | ' | ' | ' | ' | 48,755 | [3] | ' | ' | ' | ' | ||||||
Ending balance | -42,162 | -35,829 | -35,829 | [3] | -42,162 | [3] | ' | ' | ' | ' | ' | ' | ' | ' | ' | -39,614 | [3] | ' | ' | ' | ' | ||||||
Increase (Decrease) in Employee Related Liabilities | ($3,600) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |||||||||
[1] | Unless specific in nature, the amount of provision or reversal of reserves related to prior periods for chargebacks is not determinable on a product or customer specific basis; however, based upon historical analysis and analysis of activity in subsequent periods, we believe that our chargeback estimates remain reasonable. | ||||||||||||||||||||||||||
[2] | The amount principally represents the resolution of a customer dispute in the first quarter of 2012 regarding invalid deductions taken in prior years of approximately $1,600 thousand. | ||||||||||||||||||||||||||
[3] | Includes amounts due to indirect customers for which no underlying accounts receivable exists and is principally comprised of Medicaid rebates and rebates due under other U.S. Government pricing programs, such as TriCare and the Department of Veterans Affairs. | ||||||||||||||||||||||||||
[4] | Based upon additional available information related to Managed Medicaid utilization in California and a recalculation of average manufacturer’s price, we reduced our Medicaid accruals for the periods January 2010 through December 2012 by approximately $3,600 thousand. Our Medicaid accrual represents our best estimate at this time. |
Inventories_Schedule_of_Invent
Inventories (Schedule of Inventories) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Inventories [Line Items] | ' | ' |
Inventories | $117,307 | $112,174 |
Generic Products Not Yet Available to be Sold [Member] | ' | ' |
Inventories [Line Items] | ' | ' |
Inventories | 5,800 | ' |
Brand Products Not Yet Available to be Sold [Member] | ' | ' |
Inventories [Line Items] | ' | ' |
Inventories | 700 | ' |
Successor [Member] | ' | ' |
Inventories [Line Items] | ' | ' |
Raw materials and supplies | 44,403 | 37,457 |
Work-in-process | 9,834 | 10,063 |
Finished goods | 63,070 | 64,654 |
Inventories | 117,307 | 112,174 |
Successor [Member] | Pre-Launch Inventories [Member] | ' | ' |
Inventories [Line Items] | ' | ' |
Raw materials and supplies | 6,308 | 4,019 |
Work-in-process | 93 | 655 |
Finished goods | 118 | 0 |
Inventories | $6,519 | $4,674 |
Inventories_Schedule_of_Invent1
Inventories (Schedule of Inventory Write-offs) (Details) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Sep. 28, 2012 | Dec. 31, 2011 | Sep. 28, 2012 | Dec. 31, 2011 |
Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | |
Pre-Launch Inventories [Member] | Pre-Launch Inventories [Member] | Pre-Launch Inventories [Member] | Pre-Launch Inventories [Member] | |||||
Inventories [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Inventory write-offs | $2,567 | $18,299 | $1,730 | $2,310 | $17,209 | $7,200 | $10,208 | $1,607 |
Property_Plant_and_Equipment_n2
Property, Plant and Equipment, net (Schedule of Property, Plant and Equipment, net) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Gross | $157,729 | $139,177 |
Accumulated depreciation and amortization | -30,453 | -7,547 |
Property, plant and equipment, net | 127,276 | 131,630 |
Land [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Gross | 4,553 | 4,553 |
Buildings [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Gross | 29,491 | 28,781 |
Machinery and equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Gross | 58,556 | 48,026 |
Office equipment, furniture and fixtures [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Gross | 5,433 | 5,130 |
Computer software and hardware [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Gross | 21,582 | 19,034 |
Leasehold improvements [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Gross | 25,828 | 22,720 |
Construction in progress [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, Plant and Equipment, Gross | $12,286 | $10,933 |
Property_Plant_and_Equipment_n3
Property, Plant and Equipment, net (Schedule of Depreciation and Amortization Expense Related to Property, Plant and Equipment) (Details) (USD $) | 3 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2013 | Sep. 28, 2012 | Dec. 31, 2011 |
Successor [Member] | Successor [Member] | Predecessor [Member] | Predecessor [Member] | |
Property, Plant and Equipment [Line Items] | ' | ' | ' | ' |
Depreciation and amortization expense | $7,547 | $23,323 | $13,230 | $13,214 |
Intangible_Assets_net_Narrativ
Intangible Assets, net (Narrative) (Details) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 12 Months Ended | 9 Months Ended | 3 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | |||||
In Thousands, unless otherwise specified | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Sep. 28, 2012 | Dec. 31, 2013 | Jun. 30, 2013 | Nov. 06, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Nov. 06, 2012 | Dec. 31, 2013 | Sep. 28, 2012 | Sep. 28, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Sep. 28, 2012 | Dec. 31, 2011 |
product | product | IPR&D [Member] | Anchen Acquisition [Member] | Anchen Acquisition [Member] | Anchen Acquisition [Member] | Watson/Actavis Merger [Member] | Watson/Actavis Divestiture Products [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Predecessor [Member] | Predecessor [Member] | Selling, General and Administrative Expenses [Member] | Selling, General and Administrative Expenses [Member] | Selling, General and Administrative Expenses [Member] | Selling, General and Administrative Expenses [Member] | |
IPR&D [Member] | IPR&D [Member] | product | Sky Growth Merger [Member] | Sky Growth Merger [Member] | Watson/Actavis Merger [Member] | Watson/Actavis Divestiture Products [Member] | Watson/Actavis Divestiture Products [Member] | Anchen Acquisition [Member] | Successor [Member] | Successor [Member] | Predecessor [Member] | Predecessor [Member] | |||||||
drug_application | product | Sky Growth Merger Developed Product Intangible Assets [Member] | product | ||||||||||||||||
drug_application | |||||||||||||||||||
Intangible Assets, Net (Excluding Goodwill) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amortization expense related to intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $42,801 | $184,258 | $31,196 | $14,822 |
Asset impairment charges | $39,480 | ' | $60,147 | $100,093 | $2,000 | $60,147 | $466 | ' | ' | ' | $39,946 | ' | ' | $5,700 | $3,700 | ' | ' | ' | ' |
Weighted average amortization period | ' | ' | ' | ' | ' | ' | ' | ' | ' | '6 years | ' | ' | '7 years | ' | ' | ' | ' | ' | ' |
Number of products associated with IPR&D (projects) | 5 | 6 | ' | ' | ' | ' | ' | ' | 68 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of generic products with marketing rights acquired through merger (products) | ' | ' | ' | ' | ' | ' | ' | 5 | ' | ' | ' | 5 | ' | ' | ' | ' | ' | ' | ' |
Number of abbreviated new drug applications awaiting regulatory approval (products) | ' | ' | ' | ' | ' | ' | ' | 8 | ' | ' | ' | 8 | ' | ' | ' | ' | ' | ' | ' |
Intangible_Assets_net_Schedule
Intangible Assets, net (Schedule of Intangible Assets, Net) (Details) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Intangible Assets, Net (Excluding Goodwill) [Line Items] | ' | ' |
Intangible assets, net | $1,092,648 | $1,375,999 |
Successor [Member] | ' | ' |
Intangible Assets, Net (Excluding Goodwill) [Line Items] | ' | ' |
Accumulated Amortization | -227,059 | -42,801 |
Intangible assets, gross | 1,319,707 | 1,418,800 |
Intangible assets, net | 1,092,648 | 1,375,999 |
Successor [Member] | Par trade name [Member] | ' | ' |
Intangible Assets, Net (Excluding Goodwill) [Line Items] | ' | ' |
Indefinite-lived intangible assets | 26,400 | 26,400 |
Successor [Member] | Watson/Actavis related IPR&D [Member] | ' | ' |
Intangible Assets, Net (Excluding Goodwill) [Line Items] | ' | ' |
Indefinite-lived intangible assets | 4,700 | 14,300 |
Successor [Member] | Other Intangible Assets [Member] | ' | ' |
Intangible Assets, Net (Excluding Goodwill) [Line Items] | ' | ' |
Indefinite-lived intangible assets | ' | 0 |
Successor [Member] | Developed products [Member] | ' | ' |
Intangible Assets, Net (Excluding Goodwill) [Line Items] | ' | ' |
Cost | 530,759 | 552,700 |
Accumulated Amortization | -155,744 | -33,321 |
Net | 375,015 | 519,379 |
Successor [Member] | Other product related royalty streams [Member] | ' | ' |
Intangible Assets, Net (Excluding Goodwill) [Line Items] | ' | ' |
Cost | 115,600 | 115,600 |
Accumulated Amortization | -22,709 | -5,289 |
Net | 92,891 | 110,311 |
Successor [Member] | IPR&D [Member] | ' | ' |
Intangible Assets, Net (Excluding Goodwill) [Line Items] | ' | ' |
Cost | 293,400 | 584,000 |
Accumulated Amortization | 0 | 0 |
Net | 293,400 | 584,000 |
Successor [Member] | Subsequently Developed In Process Research and Development [Member] | ' | ' |
Intangible Assets, Net (Excluding Goodwill) [Line Items] | ' | ' |
Cost | 262,553 | 24,600 |
Accumulated Amortization | -25,331 | -257 |
Net | 237,222 | 24,343 |
Successor [Member] | Watson/Actavis Divestiture Products [Member] | ' | ' |
Intangible Assets, Net (Excluding Goodwill) [Line Items] | ' | ' |
Cost | 85,295 | 101,200 |
Accumulated Amortization | -23,143 | -3,934 |
Net | 62,152 | 97,266 |
Successor [Member] | Other Intangible Assets [Member] | ' | ' |
Intangible Assets, Net (Excluding Goodwill) [Line Items] | ' | ' |
Cost | 1,000 | ' |
Accumulated Amortization | -132 | ' |
Net | $868 | ' |
Intangible_Assets_net_Schedule1
Intangible Assets, net (Schedule of Future Amortization Expense) (Details) (Details) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ' |
2014 | $173,926 |
2015 | 149,025 |
2016 | 154,756 |
2017 | 178,103 |
2018 | 142,779 |
2019 and thereafter | 267,659 |
Finite-lived intangible assets, net | $1,066,248 |
Goodwill_Details
Goodwill (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Sep. 28, 2012 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | Sky Growth Merger [Member] | Sky Growth Merger [Member] | Successor [Member] | Successor [Member] | ||
Goodwill [Roll Forward] | ' | ' | ' | ' | ' | ' |
Balance at beginning of period | $849,652 | $850,652 | $850,652 | $849,652 | $850,652 | $0 |
Sky Growth Merger | ' | ' | ' | ' | 0 | 850,652 |
Finalization of purchase accounting | ' | ' | ' | ' | -1,000 | ' |
Balance at end of period | $849,652 | $850,652 | $850,652 | $849,652 | $849,652 | $850,652 |
Debt_Narrative_Details
Debt (Narrative) (Details) (USD $) | Dec. 31, 2013 | Sep. 30, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Sep. 28, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Sep. 28, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Sep. 28, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 28, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 06, 2013 | Feb. 28, 2013 | Feb. 28, 2013 | Feb. 06, 2013 | Feb. 06, 2013 | Sep. 30, 2013 | Feb. 28, 2013 | Feb. 28, 2013 | Feb. 28, 2013 | Feb. 28, 2013 | Feb. 28, 2013 | Feb. 28, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 28, 2012 | Sep. 28, 2012 | Sep. 28, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 |
Successor [Member] | Successor [Member] | Predecessor [Member] | Predecessor [Member] | Credit Agreement [Member] | Credit Agreement [Member] | Credit Agreement [Member] | Credit Agreement [Member] | Credit Agreement [Member] | Credit Agreement [Member] | Credit Agreement [Member] | 7 Year Senior Secured Term Loan Facility [Member] | 7 Year Senior Secured Term Loan Facility [Member] | 7 Year Senior Secured Term Loan Facility [Member] | 7 Year Senior Secured Term Loan Facility [Member] | 7 Year Senior Secured Term Loan Facility [Member] | 7 Year Senior Secured Term Loan Facility [Member] | 7 Year Senior Secured Term Loan Facility [Member] | 5 Year Senior Secured Revolving Credit Facility [Member] | 5 Year Senior Secured Revolving Credit Facility [Member] | 5 Year Senior Secured Revolving Credit Facility [Member] | New Term Loan [Member] | New Term Loan [Member] | New Term Loan [Member] | New Term Loan [Member] | New Term Loan [Member] | Extended Revolving Facility Maturing December 28, 2017 [Member] | Extended Revolving Facility Maturing December 28, 2017 [Member] | Extended Revolving Facility Maturing December 28, 2017 [Member] | Extended Revolving Facility Maturing December 28, 2017 [Member] | Non-Extended Portion of Revolving Facility [Member] | Non-Extended Portion of Revolving Facility [Member] | Non-Extended Portion of Revolving Facility [Member] | 7.375% Senior Notes Due 2020 [Member] | 7.375% Senior Notes Due 2020 [Member] | 7.375% Senior Notes Due 2020 [Member] | 7.375% Senior Notes Due 2020 [Member] | 7.375% Senior Notes Due 2020 [Member] | 7.375% Senior Notes Due 2020 [Member] | 7.375% Senior Notes Due 2020 [Member] | 7.375% Senior Notes Due 2020 [Member] | 7.375% Senior Notes Due 2020 [Member] | 7.375% Senior Notes Due 2020 [Member] | 7.375% Senior Notes Due 2020 [Member] | |||
Term Loan and Revolving Credit Facility [Member] | Term Loan and Revolving Credit Facility [Member] | Term Loan and Revolving Credit Facility [Member] | Term Loan and Revolving Credit Facility [Member] | Term Loan and Revolving Credit Facility [Member] | Term Loan and Revolving Credit Facility [Member] | Term Loan and Revolving Credit Facility [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Term Loan [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Revolving Credit Facility [Member] | Senior Notes [Member] | Senior Notes [Member] | Senior Notes [Member] | Senior Notes [Member] | Senior Notes [Member] | Senior Notes [Member] | Senior Notes [Member] | Senior Notes [Member] | Senior Notes [Member] | Senior Notes [Member] | Senior Notes [Member] | |||||||
Ratio is Greater than 2.50 but Less Than or Equal to 3.00, Required to Pay 25% of Excess cash Flows [Member] | Ratio is Greater than 3.00, Required to Pay 50% of Excess cash Flows [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Gain (Loss) on Extinguishment of Debt [Member] | LIBOR [Member] | Base Rate [Member] | LIBOR [Member] | Base Rate [Member] | LIBOR [Member] | Base Rate [Member] | Prior to October 15, 2015, up to 40% of aggregate principal amount [Member] | Prior to October 13, 2015, up to 100% of aggregate principal amount [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | |||||||||||||||||||
Ratio is Greater than 2.50 but Less Than or Equal to 3.00, Required to Pay 25% of Excess cash Flows [Member] | Ratio is Greater than 3.00, Required to Pay 50% of Excess cash Flows [Member] | Ratio is Greater than 2.50 but Less Than or Equal to 3.00, Required to Pay 25% of Excess cash Flows [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | Fair Value, Measurements, Recurring [Member] | ||||||||||||||||||||||||||||||||||||
Estimate of Fair Value Measurement [Member] | Estimate of Fair Value Measurement [Member] | Level 2 [Member] | Level 2 [Member] | Estimate of Fair Value Measurement [Member] | Estimate of Fair Value Measurement [Member] | Level 2 [Member] | Level 2 [Member] | |||||||||||||||||||||||||||||||||||||||
Debt Instrument [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt term (years) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '7 years | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt, face amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,055,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,066,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $490,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit, maximum borrowing capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 150,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | 127,500,000 | ' | ' | 22,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit, accordion feature, additional borrowing capacity available | ' | ' | ' | ' | ' | ' | ' | 250,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Senior secured term loan less cash and cash equivalents divided by consolidated EBITDA ratio | ' | ' | ' | ' | ' | ' | 2.5 | ' | ' | ' | 2.5 | 3 | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Excess cash flow required to be paid | ' | ' | ' | ' | ' | ' | ' | ' | 25.00% | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Principal prepayment due in first quarter of 2014 | ' | ' | ' | ' | ' | ' | 10,802,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt, variable rate floor | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt, basis spread on variable rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.25% | 2.25% | ' | ' | 3.25% | 2.25% | ' | 3.75% | 2.75% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Instrument, Call Option Premium Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments for Debt Call Option Premium | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Write off of Deferred Debt Issuance Cost | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,923,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Write off of Debt Call Option Premium | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,412,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of Credit Facility, Amount Outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt interest rate (percent) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7.38% | 7.38% | 7.38% | ' | ' | ' | ' | ' | ' | ' | ' |
Debt percentage of principal amount redeemed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40.00% | ' | ' | ' | ' | ' | ' | ' |
Debt redemption price percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 107.38% | 100.00% | ' | ' | ' | ' | ' | ' |
Debt minimum amount of payment default causing default | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Debt minimum amount of failure to pay final judgment causing default | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 40,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Subsidiary guarantee, ownership percentage by parent | 100.00% | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest expense | ' | ' | 25,985,000 | 95,484,000 | 9,159,000 | 2,676,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt, fair value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,063,255,000 | 1,052,363,000 | 1,063,255,000 | 1,052,363,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 507,150,000 | 484,488,000 | 507,150,000 | 484,488,000 |
Long-term Debt | $1,545,340,000 | ' | $1,542,363,000 | $1,545,340,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,055,340,000 | $1,052,363,000 | ' | ' | ' | ' | ' | $0 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $490,000,000 | $490,000,000 | ' | ' | ' | ' |
Debt_Schedule_of_Debt_Details
Debt (Schedule of Debt) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Debt Instrument [Line Items] | ' | ' |
Long-term debt | $1,545,340 | ' |
Less current portion | -21,462 | -10,550 |
Long-term debt | 1,516,057 | 1,531,813 |
Successor [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Long-term debt | 1,545,340 | 1,542,363 |
Less unamortized debt discount to senior secured term loan | -7,821 | 0 |
Less current portion | -21,462 | -10,550 |
Long-term debt | 1,516,057 | 1,531,813 |
Successor [Member] | Term Loan [Member] | 7 Year Senior Secured Term Loan Facility [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Long-term debt | 1,055,340 | 1,052,363 |
Successor [Member] | Revolving Credit Facility [Member] | 5 Year Senior Secured Revolving Credit Facility [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Long-term debt | 0 | 0 |
Successor [Member] | Senior Notes [Member] | 7.375% Senior Notes Due 2020 [Member] | ' | ' |
Debt Instrument [Line Items] | ' | ' |
Long-term debt | $490,000 | $490,000 |
Debt_Schedule_of_Debt_Maturiti
Debt (Schedule of Debt Maturities) (Details) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Debt Disclosure [Abstract] | ' |
2014 | $21,462 |
2015 | 10,660 |
2016 | 10,660 |
2017 | 10,660 |
2018 | 10,660 |
2019 | 991,238 |
2020 | 490,000 |
Long-term debt | $1,545,340 |
Derivative_Instruments_and_Hed2
Derivative Instruments and Hedging Activities (Narrative) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Feb. 06, 2013 | Dec. 31, 2013 | Feb. 06, 2013 |
In Thousands, unless otherwise specified | Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | Successor [Member] | Term Loan [Member] | Interest Rate Cap [Member] | Interest Rate Cap [Member] | ||
LIBOR [Member] | Derivative_interest_rate_cap | Term Loan [Member] | |||||
New Term Loan [Member] | LIBOR [Member] | ||||||
New Term Loan [Member] | |||||||
Derivatives, Fair Value [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Number of outstanding interest rate caps | ' | ' | ' | ' | ' | 5 | ' |
Notional amount | ' | ' | ' | ' | ' | $600,000 | ' |
Fixed interest rate | ' | ' | ' | ' | ' | 1.00% | ' |
Debt, variable rate floor | ' | ' | ' | ' | 1.00% | ' | 1.00% |
Weighted average fixed interest rate | ' | ' | ' | ' | ' | 4.90% | ' |
Applicable margin on derivative | ' | ' | ' | ' | ' | 3.25% | ' |
Percent of coverage | ' | ' | ' | ' | ' | 30.00% | ' |
Expected to be reclassified from AOCL during next 12 months | ' | ' | ' | 4,002 | ' | ' | ' |
Accumulated other comprehensive loss, before tax | 1,189 | 0 | 1,189 | ' | ' | ' | ' |
Accumulated other comprehensive loss, net of tax | $799 | $10 | $762 | ' | ' | ' | ' |
Derivative_Instruments_and_Hed3
Derivative Instruments and Hedging Activities (Derivative Instruments in Statement of Financial Position Fair Value) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Asset Derivatives | ' | ' |
Assets | $0 | $0 |
Liability Derivatives | ' | ' |
Total derivatives | -1,189 | 0 |
Designated as Hedging Instrument [Member] | ' | ' |
Asset Derivatives | ' | ' |
Assets | 0 | 0 |
Liability Derivatives | ' | ' |
Total derivatives | -1,189 | 0 |
Interest Rate Cap [Member] | Designated as Hedging Instrument [Member] | ' | ' |
Asset Derivatives | ' | ' |
Assets | 0 | 0 |
Accrued Expenses And Other Current Liabilities [Member] | Designated as Hedging Instrument [Member] | ' | ' |
Liability Derivatives | ' | ' |
Liabilities | -4,002 | 0 |
Other Assets [Member] | Designated as Hedging Instrument [Member] | ' | ' |
Liability Derivatives | ' | ' |
Liabilities | 2,813 | 0 |
Estimate of Fair Value Measurement [Member] | ' | ' |
Asset Derivatives | ' | ' |
Assets | 0 | ' |
Liability Derivatives | ' | ' |
Liabilities | -1,189 | ' |
Estimate of Fair Value Measurement [Member] | Current Assets [Member] | ' | ' |
Asset Derivatives | ' | ' |
Assets | 0 | ' |
Estimate of Fair Value Measurement [Member] | Current Liabilities [Member] | ' | ' |
Liability Derivatives | ' | ' |
Liabilities | -1,189 | ' |
Level 1 [Member] | ' | ' |
Asset Derivatives | ' | ' |
Assets | 0 | ' |
Liability Derivatives | ' | ' |
Liabilities | 0 | ' |
Level 1 [Member] | Current Assets [Member] | ' | ' |
Asset Derivatives | ' | ' |
Assets | 0 | ' |
Level 1 [Member] | Current Liabilities [Member] | ' | ' |
Liability Derivatives | ' | ' |
Liabilities | 0 | ' |
Level 2 [Member] | ' | ' |
Asset Derivatives | ' | ' |
Assets | 0 | ' |
Liability Derivatives | ' | ' |
Liabilities | -1,189 | ' |
Level 2 [Member] | Current Assets [Member] | ' | ' |
Asset Derivatives | ' | ' |
Assets | 0 | ' |
Level 2 [Member] | Current Liabilities [Member] | ' | ' |
Liability Derivatives | ' | ' |
Liabilities | -1,189 | ' |
Level 3 [Member] | ' | ' |
Asset Derivatives | ' | ' |
Assets | 0 | ' |
Liability Derivatives | ' | ' |
Liabilities | 0 | ' |
Level 3 [Member] | Current Assets [Member] | ' | ' |
Asset Derivatives | ' | ' |
Assets | 0 | ' |
Level 3 [Member] | Current Liabilities [Member] | ' | ' |
Liability Derivatives | ' | ' |
Liabilities | $0 | ' |
Derivative_Instruments_and_Hed4
Derivative Instruments and Hedging Activities (Offsetting Liabilities) (Details) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Offsetting Liabilities [Line Items] | ' |
Gross Amounts of Recognized Liabilities | ($1,189) |
Gross Amounts Offset in the Statement of Financial Position | -2,813 |
Net Amounts of Liabilities Presented in the Statement of Financial Position | -4,002 |
Financial Instruments | 2,813 |
Cash Collateral Pledged | 0 |
Net Amount | -1,189 |
Counterparty 1 [Member] | ' |
Offsetting Liabilities [Line Items] | ' |
Gross Amounts of Recognized Liabilities | -1,189 |
Gross Amounts Offset in the Statement of Financial Position | -2,813 |
Net Amounts of Liabilities Presented in the Statement of Financial Position | -4,002 |
Financial Instruments | 2,813 |
Cash Collateral Pledged | 0 |
Net Amount | ($1,189) |
Derivative_Instruments_and_Hed5
Derivative Instruments and Hedging Activities (Offsetting Assets) (Details) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Offsetting Assets [Line Items] | ' |
Gross Amounts of Recognized Liabilities | $0 |
Gross Amounts Offset in the Statement of Financial Position | 2,813 |
Net Amounts of Liabilities Presented in the Statement of Financial Position | 2,813 |
Financial Instruments | -2,813 |
Cash Collateral Pledged | 0 |
Net Amount | 0 |
Counterparty 1 [Member] | ' |
Offsetting Assets [Line Items] | ' |
Gross Amounts of Recognized Liabilities | 0 |
Gross Amounts Offset in the Statement of Financial Position | 2,813 |
Net Amounts of Liabilities Presented in the Statement of Financial Position | 2,813 |
Financial Instruments | -2,813 |
Cash Collateral Pledged | 0 |
Net Amount | $0 |
Derivative_Instruments_and_Hed6
Derivative Instruments and Hedging Activities (Accumulated Comprehensive Income (Loss) Rollforward) (Details) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2013 |
Increase (Decrease) in Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ' |
Beginning Balance Gain/(Loss) as of December 31, 2012 | $0 |
Amount Reclassified from Other Comprehensive Income (Loss) into Income (Loss) | 1,014 |
Ending Balance Gain/(Loss) (Pre-tax) as of December 31, 2013 | -1,189 |
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges [Member] | ' |
Increase (Decrease) in Accumulated Other Comprehensive Income (Loss) [Roll Forward] | ' |
Amount Recognized in Other Comprehensive Income (Loss) on Derivative (Pre-tax) | -2,203 |
Ending Balance Gain/(Loss) (Pre-tax) as of December 31, 2013 | ($1,189) |
Derivative_Instruments_and_Hed7
Derivative Instruments and Hedging Activities (Derivative Instruments Gain (Loss)) (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' |
Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income (Loss) (Effective Portion) | ($1,014) | $0 |
Amount of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion ) | 0 | 0 |
Cash Flow Hedging [Member] | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' |
Amount of Gain or (Loss) Recognized in Other Comprehensive Income (Loss) on Derivative (Effective Portion) | -2,203 | 0 |
Interest Expense [Member] | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' |
Amount of Gain or (Loss) Reclassified from Accumulated Other Comprehensive Income into Income (Loss) (Effective Portion) | -1,014 | 0 |
Amount of Gain or (Loss) Recognized in Income on Derivative (Ineffective Portion ) | 0 | 0 |
Interest Rate Cap [Member] | Cash Flow Hedging [Member] | ' | ' |
Derivative Instruments, Gain (Loss) [Line Items] | ' | ' |
Amount of Gain or (Loss) Recognized in Other Comprehensive Income (Loss) on Derivative (Effective Portion) | ($2,203) | $0 |
Guarantor_and_NonGuarantor_Nar1
Guarantor and Non-Guarantor Narrative Disclosure (Details) | Dec. 31, 2013 | Sep. 30, 2013 |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ' |
Subsidiary guarantee, ownership percentage by parent | 100.00% | 100.00% |
ShareBased_Compensation_Narrat
Share-Based Compensation (Narrative) (Details) (USD $) | 21 Months Ended | 0 Months Ended | 21 Months Ended | 3 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 9 Months Ended | 1 Months Ended | 9 Months Ended | 12 Months Ended | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||
Share data in Thousands, except Per Share data, unless otherwise specified | Sep. 28, 2012 | Nov. 02, 2010 | Nov. 02, 2010 | Sep. 28, 2012 | Nov. 02, 2010 | Nov. 02, 2010 | Sep. 28, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Sep. 28, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Sep. 28, 2012 | Dec. 31, 2011 | Sep. 28, 2012 | Sep. 28, 2012 | Sep. 28, 2012 | Jan. 31, 2012 | Sep. 28, 2012 | Dec. 31, 2011 | Jan. 31, 2012 | Jan. 31, 2012 | Jan. 31, 2012 | Sep. 28, 2012 | Dec. 31, 2011 |
Below 4% of Three-Year CAGR [Member] | Chief Executive Officer [Member] | Chief Executive Officer [Member] | Chief Executive Officer [Member] | Chief Executive Officer [Member] | Sky Growth Merger [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | ||
4% of Three-Year CAGR [Member] | 20% of Three-Year CAGR [Member] | tranche | Stock Option Tranche 1 [Member] | Stock Option Tranche 2 [Member] | Stock Option Tranche 2 [Member] | Stock Option Tranche 2 [Member] | Stock Option Tranche 2 [Member] | Rollover Stock Options [Member] | Rollover Stock Options [Member] | Restricted Stock Units (RSUs) [Member] | Restricted Stock Units (RSUs) [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Employee Stock Purchase Program [Member] | Sky Growth Merger [Member] | Restricted Stock Units (RSUs) [Member] | Restricted Stock Units (RSUs) [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Performance Units [Member] | Performance Units [Member] | Performance Units [Member] | Cash Settled Restricted Stock Units [Member] | Cash Settled Restricted Stock Units [Member] | ||||||||
Vesting Event A [Member] | Vesting Event B [Member] | Minimum [Member] | Maximum [Member] | Chief Executive Officer [Member] | President [Member] | Chief Operating Officer [Member] | ||||||||||||||||||||||||||
Vesting Event B [Member] | Vesting Event B [Member] | |||||||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of tranches of stock options | ' | ' | ' | ' | ' | ' | ' | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Award vesting period | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | '4 years | ' | '3 years | ' | ' | '4 years | ' |
Award vesting rights percentage | ' | ' | ' | ' | ' | ' | ' | ' | 20.00% | ' | ' | 50.00% | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Award requisite service period | ' | ' | ' | ' | ' | ' | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Weighted average per share fair value of options granted | ' | ' | ' | ' | ' | ' | ' | ' | $0.67 | $0.68 | $0.76 | ' | ' | ' | ' | ' | ' | ' | ' | $12.46 | $15.34 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options in parent exchanged for options in merger | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18,100 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Expiration period | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Merger stock conversion (dollars per share) | ' | ' | ' | ' | ' | ' | $50 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $50 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Equity instruments other than options, granted | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 115 | ' | ' | ' | ' | ' | ' | 82 | ' | 99 | ' | ' | 25 | 25 | 137 | ' |
Equity instruments other than options, grants in period, fair value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,850,000 | ' | ' | $1,700,000 | ' | ' | ' | ' |
Employee stock purchase plan, employee discount rate from market price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employment term | ' | ' | '3 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Eligible incentive compensation award based on CAGR | ' | 0 | ' | ' | 2,000,000 | 9,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Three year CAGR percentage benchmark | ' | 4.00% | ' | ' | 4.00% | 20.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based compensation expense | ' | ' | ' | $4,566,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $14,000 | $106,000 | ' | ' | ' | ' | ' | ' | $3,767,000 | $5,509,000 | ' | ' | ' | $2,321,000 | $1,320,000 |
ShareBased_Compensation_Stock_
Share-Based Compensation (Stock Option Weighted Average Assumptions) (Details) | 12 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2013 | Sep. 28, 2012 | Dec. 31, 2011 | |
Successor [Member] | Successor [Member] | Predecessor [Member] | Predecessor [Member] | |
Stock Option Tranche 1 [Member] | Stock Option Tranche 2 [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ' | ' | ' | ' |
Risk-free interest rate | 0.90% | 1.00% | 0.80% | 2.20% |
Expected life (in years) | '5 years | '5 years | '4 years 8 months 12 days | '5 years 2 months 12 days |
Expected volatility | 75.00% | 75.00% | 43.90% | 44.60% |
Dividend | 0.00% | 0.00% | 0.00% | 0.00% |
ShareBased_Compensation_Stock_1
Share-Based Compensation (Stock Options Weighted Average Grant Date Fair Value) (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | Sep. 28, 2012 | Dec. 31, 2011 | |
Successor [Member] | Successor [Member] | Successor [Member] | Predecessor [Member] | Predecessor [Member] | |
Stock Option Tranche 1 [Member] | Stock Option Tranche 2 [Member] | Stock Option Tranche 2 [Member] | |||
Vesting Event A [Member] | Vesting Event B [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' |
Weighted average per share fair value of options granted | $0.67 | $0.68 | $0.76 | $12.46 | $15.34 |
ShareBased_Compensation_Alloca
Share-Based Compensation (Allocated Share-Based Compensation) (Details) (USD $) | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Sep. 28, 2012 | Dec. 31, 2011 | Sep. 28, 2012 | Dec. 31, 2011 | Sep. 28, 2012 | Dec. 31, 2011 | Sep. 28, 2012 | Dec. 31, 2011 | Sep. 28, 2012 | Dec. 31, 2011 | Sep. 28, 2012 | Dec. 31, 2011 | Sep. 28, 2012 | Dec. 31, 2011 | Sep. 28, 2012 | Dec. 31, 2011 | Sep. 28, 2012 | Dec. 31, 2011 |
Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | |
Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Stock Options [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Restricted Stock [Member] | Cash Settled Restricted Stock Units [Member] | Cash Settled Restricted Stock Units [Member] | Cash Settled Restricted Stock Units [Member] | Cash Settled Restricted Stock Units [Member] | Cash Settled Restricted Stock Units [Member] | Cash Settled Restricted Stock Units [Member] | |
Cost of goods sold [Member] | Cost of goods sold [Member] | Selling, General and Administrative Expenses [Member] | Selling, General and Administrative Expenses [Member] | Cost of goods sold [Member] | Cost of goods sold [Member] | Selling, General and Administrative Expenses [Member] | Selling, General and Administrative Expenses [Member] | Cost of goods sold [Member] | Cost of goods sold [Member] | Selling, General and Administrative Expenses [Member] | Selling, General and Administrative Expenses [Member] | Cost of goods sold [Member] | Cost of goods sold [Member] | Selling, General and Administrative Expenses [Member] | Selling, General and Administrative Expenses [Member] | Cost of goods sold [Member] | Cost of goods sold [Member] | Selling, General and Administrative Expenses [Member] | Selling, General and Administrative Expenses [Member] | |||||||||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total, pre-tax | $2,226 | $9,048 | $223 | $901 | $2,003 | $8,147 | $14 | $106 | $1 | $0 | $13 | $106 | $3,000 | $4,321 | $300 | $432 | $2,700 | $3,889 | $3,767 | $5,509 | $377 | $551 | $3,390 | $4,958 | $2,321 | $1,320 | $232 | $132 | $2,089 | $1,188 |
Tax effect of share-based compensation | -824 | -3,348 | ' | ' | ' | ' | -5 | -39 | ' | ' | ' | ' | -1,110 | -1,599 | ' | ' | ' | ' | -1,394 | -2,038 | ' | ' | ' | ' | -859 | -488 | ' | ' | ' | ' |
Total, net of tax | $1,402 | $5,700 | ' | ' | ' | ' | $9 | $67 | ' | ' | ' | ' | $1,890 | $2,722 | ' | ' | ' | ' | $2,373 | $3,471 | ' | ' | ' | ' | $1,462 | $832 | ' | ' | ' | ' |
ShareBased_Compensation_Summar
Share-Based Compensation (Summary of Stock Option Activity) (Details) (USD $) | 12 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Sep. 28, 2012 |
Successor [Member] | Successor [Member] | Successor [Member] | Predecessor [Member] | |
Stock Option Tranche 1 [Member] | Stock Option Tranche 2 [Member] | Rollover Stock Options [Member] | ||
Shares: | ' | ' | ' | ' |
Balance at December 31, 2012 (in shares) | 21,630 | 21,630 | 18,100 | 2,286 |
Granted (in shares) | 500 | 0 | 0 | 310 |
Exercised (in shares) | 0 | 0 | -749 | -1,659 |
Forfeited (in shares) | -300 | -300 | 0 | -937 |
Balance at December 31, 2013 (in shares) | 21,830 | 21,330 | 17,351 | 0 |
Exercisable (in shares) | 4,366 | 4,266 | 17,351 | ' |
Expected to vest (in shares) | 21,105 | 20,605 | ' | ' |
Weighted Average Exercise Price (in dollars per share): | ' | ' | ' | ' |
Balance at December 31, 2012 (in dollars per share) | $1 | $1 | $0.25 | $30.11 |
Granted (in dollars per share) | $1 | $0 | $0 | $32.97 |
Exercised (in dollars per share) | $0 | $0 | $0.25 | $25.61 |
Forfeited (in dollars per share) | $1 | $1 | $0 | $39.12 |
Balance at December 31, 2013 (in dollars per share) | $1 | $1 | $0.25 | $0 |
Exercisable (in dollars per share) | $1 | $1 | $0.25 | ' |
Expected to vest (in dollars per share) | $1 | $1 | ' | ' |
Weighted Average Remaining Life, Outstanding | '8 years 9 months | '8 years 9 months | '3 years 9 months 18 days | ' |
Weighted Average Remaining Life, Exercisable | '8 years 9 months | '8 years 9 months | '3 years 9 months 18 days | ' |
Weighted Average Remaining Life, Expected to vest | '8 years 9 months | '8 years 9 months | ' | ' |
Aggregate Intrinsic Value, Ending Balance | $0 | $0 | $13,013 | $0 |
Aggregate Intrinsic Value, Exercisable | 0 | 0 | 13,013 | ' |
Aggregate Intrinsic Value, Vested and expected to vest | $0 | $0 | ' | ' |
ShareBased_Compensation_Total_
Share-Based Compensation (Total Fair Value of Shares Vested) (Details) (Predecessor [Member], USD $) | 9 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Sep. 28, 2012 | Dec. 31, 2011 |
Predecessor [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Total fair value of shares vested | $3,125 | $4,186 |
ShareBased_Compensation_Summar1
Share-Based Compensation (Summary of Restricted Stock Activity and Restricted Stock Unit Activity) (Details) (USD $) | 12 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Sep. 28, 2012 | Sep. 28, 2012 | Sep. 28, 2012 |
Successor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | |
Restricted Stock Units (RSUs) [Member] | Restricted Stock Units (RSUs) [Member] | Restricted Stock [Member] | Cash Settled Restricted Stock Units [Member] | |
Shares: | ' | ' | ' | ' |
Balance at December 31, 2012 (in shares) | 300 | 69 | 281 | 149 |
Granted (in shares) | 115 | 82 | 99 | 137 |
Vested (in shares) | -40 | -128 | -370 | -40 |
Forfeited (in shares) | 0 | -23 | -10 | -246 |
Balance at December 31, 2013 (in shares) | 375 | 0 | 0 | 0 |
Weighted Average Grant Price (in dollars per share): | ' | ' | ' | ' |
Balance at December 31, 2012 (in dollars per share) | $1 | $36.47 | $24.28 | $32.97 |
Granted (in dollars per share) | $1 | $33.09 | $32.89 | $33.38 |
Vested (in dollars per share) | $1 | $34.97 | $26.37 | $32.55 |
Forfeited (in dollars per share) | $0 | $32.76 | $32 | $62.84 |
Balance at December 31, 2013 (in dollars per share) | $1 | $0 | $0 | $0 |
Aggregate Intrinsic Value | $375 | $0 | $0 | $0 |
ShareBased_Compensation_Schedu
Share-Based Compensation (Schedule of Shares Purchased by Employees Under Employee Stock Purchase Programs) (Details) (Predecessor [Member], Employee Stock Purchase Program [Member]) | 9 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Sep. 28, 2012 | Dec. 31, 2011 |
Predecessor [Member] | Employee Stock Purchase Program [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Shares purchased by employees | 5 | 12 |
Income_Taxes_Narrative_Details
Income Taxes (Narrative) (Details) (USD $) | 12 Months Ended | 3 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Sep. 28, 2012 | Sep. 28, 2012 | Dec. 31, 2011 | Dec. 31, 2010 | |
State [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | |||
Income Taxes [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total deferred tax assets | ' | ' | ' | $80,135,000 | $92,330,000 | ' | ' | ' | ' |
Net operating loss carry forwards | ' | ' | 179,600,000 | ' | ' | ' | ' | ' | ' |
Valuation allowance gross | 137,100,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Valuation allowance | 12,300,000 | ' | ' | 6,803,000 | 12,322,000 | ' | ' | ' | ' |
Valuation allowance gross, change in amount | 5,500,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Current unrecognized tax positions | 18,000,000 | ' | ' | 12,538,000 | 17,981,000 | 12,119,000 | 12,119,000 | 14,409,000 | 31,571,000 |
Unrecognized tax benefits that would affect the effective tax rate, if recognized | 13,300,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Total amount of accrued interest and penalties resulting from unrecognized tax benefits | 2,500,000 | 2,200,000 | ' | ' | ' | ' | ' | ' | ' |
Recognized interest and penalties | ' | ' | ' | 40,000 | 500,000 | ' | 400,000 | 400,000 | ' |
Unrecognized tax position that may recognized within next twelve months | $6,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Income_Taxes_Schedule_of_Compo
Income Taxes (Schedule of Components of Income Tax Provision (Benefit)) (Details) (USD $) | 3 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2012 | Dec. 31, 2013 | Sep. 28, 2012 | Dec. 31, 2011 |
Successor [Member] | Successor [Member] | Predecessor [Member] | Predecessor [Member] | |
Current income tax provision (benefit): | ' | ' | ' | ' |
Federal | $3,502 | $19,505 | $21,795 | $3,522 |
State | 176 | 187 | -5,284 | -6,261 |
Foreign | 230 | 973 | 833 | 0 |
Current income tax (benefit) provision, Total | 3,908 | 20,665 | 17,344 | -2,739 |
Deferred income tax (benefit) provision: | ' | ' | ' | ' |
Federal | -20,660 | -79,996 | 12,982 | -7,813 |
State | -930 | -1,851 | -829 | 4,556 |
Foreign | 0 | 0 | -50 | 0 |
Deferred income tax expense (benefit), Total | -21,590 | -81,847 | 12,103 | -3,257 |
(Benefit) provision for income taxes | ($17,682) | ($61,182) | $29,447 | ($5,996) |
Income_Taxes_Schedule_of_Defer
Income Taxes (Schedule of Deferred Tax Assets and (Liabilities)) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Deferred tax liabilities: | ' | ' |
Less valuation allowance | ($12,300) | ' |
Successor [Member] | ' | ' |
Deferred tax assets: | ' | ' |
Accounts receivable | 35,298 | 31,877 |
Inventories | 12,670 | 8,063 |
Litigation settlements and contingencies | 12,241 | 8,257 |
Accrued and prepaid expenses | 8,219 | 8,638 |
Net operating losses and credit carryforwards | 14,019 | 18,539 |
Asset impairments | 996 | 1,400 |
Stock options and restricted shares | 4,097 | 801 |
Other | 4,790 | 2,560 |
Total deferred tax assets | 92,330 | 80,135 |
Deferred tax liabilities: | ' | ' |
Fixed assets | -20,621 | -23,173 |
Deferred financing cost | -15,463 | 0 |
Intangible assets | -275,399 | -365,495 |
Other | -1,376 | -1,096 |
Total deferred tax liabilities | -312,859 | -389,764 |
Less valuation allowance | -12,322 | -6,803 |
Net deferred tax (liability) asset | ($232,851) | ($316,432) |
Income_Taxes_Schedule_of_Effec
Income Taxes (Schedule of Effective Income Tax Rate Reconciliation) (Details) | 3 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended |
Dec. 31, 2012 | Dec. 31, 2013 | Sep. 28, 2012 | Dec. 31, 2011 | |
Successor [Member] | Successor [Member] | Predecessor [Member] | Predecessor [Member] | |
Income Taxes [Line Items] | ' | ' | ' | ' |
Federal statutory tax rate | 35.00% | 35.00% | 35.00% | 35.00% |
State tax – net of federal benefit | 1.00% | 1.00% | 2.00% | 2.00% |
Change in valuation of deferred tax assets | 0.00% | 0.00% | 0.00% | -9.00% |
Tax contingencies | -1.00% | 0.00% | -6.00% | 8.00% |
Non-deductible legal settlements | 0.00% | 0.00% | 17.00% | -14.00% |
Non-deductible annual pharmaceutical manufacturers' fee | 0.00% | -2.00% | 0.00% | -5.00% |
Non-deductible transaction costs | 0.00% | 0.00% | 8.00% | -4.00% |
R&D Credit | 0.00% | 2.00% | 0.00% | 0.00% |
Other | 0.00% | 1.00% | 2.00% | -2.00% |
Effective tax rate | 35.00% | 37.00% | 58.00% | 11.00% |
Income_Taxes_Schedule_of_Unrec
Income Taxes (Schedule of Unrecognized Tax Benefits Roll Forward) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Sep. 28, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | Successor [Member] | Successor [Member] | Predecessor [Member] | Predecessor [Member] | |
Reconciliation of Unrecognized Tax Benefits [Roll Forward] | ' | ' | ' | ' | ' |
Balance at the beginning of period | $18,000 | $12,119 | $12,538 | $14,409 | $31,571 |
Additions based on tax positions related to the current year | ' | 419 | 2,577 | 2,337 | 1,779 |
Additions for tax positions of prior years | ' | 0 | 3,708 | 634 | 3,217 |
Reductions for tax positions of prior years | ' | 0 | -842 | -5,261 | -5,013 |
Reductions due to lapse of applicable statute of limitations | ' | 0 | 0 | 0 | -16,720 |
Settlements paid | ' | 0 | 0 | 0 | -425 |
Balance at the end of the period | $18,000 | $12,538 | $17,981 | $12,119 | $14,409 |
Commitments_Contingencies_and_1
Commitments, Contingencies and Other Matters (Details) (USD $) | 12 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 21, 2013 | Jan. 28, 2014 | Feb. 05, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 28, 2012 | Dec. 31, 2012 | Dec. 31, 2011 | Sep. 28, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | |
Settlements and Loss Contingencies, Net [Member] | Accrued Legal Settlements [Member] | Patent Infringement Claim Brought by the Curators of the University of Missouri [Member] | AWP Claim Brought by State of Illinois [Member] | AWP Claim Brought by State of Kansas [Member] | AWP Claim Brought by State of Utah [Member] | Anchen Subsidiary [Member] | Anchen Subsidiary [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Minimum [Member] | Maximum [Member] | |||
Infringement of US Patent [Member] | Subsequent Event [Member] | Subsequent Event [Member] | 100% of First 3% [Member] | 50% of Next 2% [Member] | Anchen Subsidiary [Member] | Anchen Subsidiary [Member] | Anchen Subsidiary [Member] | |||||||||||||
Operating Leases, Future Minimum Payments Due, Fiscal Year Maturity [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Future minimum rental commitments total | $13,800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Future minimum rental commitments, 2014 | 5,200,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Future minimum rental commitments, 2015 | 4,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Future minimum rental commitments, 2016 | 2,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Future minimum rental commitments, 2017 | 1,400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Future minimum rental commitments, thereafter | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Rent expense charged to operations | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,600,000 | 6,300,000 | ' | 4,800,000 | 4,900,000 | ' | ' | ' | ' | ' |
Defined Contribution Plan: | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum annual contribution per employee, percent | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | 25.00% |
Employee matching contribution, percent of match | 50.00% | ' | ' | ' | ' | ' | ' | ' | 100.00% | 50.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Employer matching contribution, percent of employee's gross pay | 6.00% | ' | ' | ' | ' | ' | ' | ' | 3.00% | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Annual vesting percentage | 20.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Defined contribution plan expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 200,000 | 1,700,000 | 146,000 | 900,000 | 1,200,000 | ' | 381,000 | 50,000 | ' | ' |
Loss Contingency [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued legal settlements | 41,367,000 | 68,976,000 | ' | 32,367,000 | 9,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Settlements and loss contingencies, net | ' | ' | 25,650,000 | ' | ' | ' | ' | ' | ' | ' | 10,059,000 | 25,650,000 | ' | 45,000,000 | ' | 190,560,000 | ' | ' | ' | ' |
Litigation settlement | ' | ' | ' | ' | ' | $28,500,000 | $1,750,000 | $2,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Discontinued_Operations_Relate1
Discontinued Operations - Related Party Transaction (Details) (FineTech Laboratories, Ltd. [Member], USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2011 |
FineTech Laboratories, Ltd. [Member] | ' |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ' |
Discontinued operation, tax benefit recognized related to reversal of certain contingent tax liabilities | $20,000 |
Segment_Information_Schedule_o
Segment Information (Schedule of Financial Data for Business Segments) (Details) (USD $) | 12 Months Ended | 0 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2012 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Sep. 28, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Sep. 28, 2012 | Dec. 31, 2011 | Sep. 28, 2012 | Dec. 31, 2011 | Sep. 28, 2012 | Dec. 31, 2011 |
segment | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | |
Par Pharmaceutical [Member] | Par Pharmaceutical [Member] | Strativa [Member] | Strativa [Member] | Par Pharmaceutical [Member] | Par Pharmaceutical [Member] | Strativa [Member] | Strativa [Member] | |||||||||||||||
Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | |||||||||||||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of business segments | 2 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total revenues | ' | $10,689 | $306,281 | $267,321 | $233,669 | $290,196 | $235,450 | $246,139 | $1,097,467 | $227,312 | $1,028,418 | $18,827 | $69,049 | $238,063 | $294,333 | $271,472 | $803,868 | $926,138 | $743,360 | $834,592 | $60,508 | $91,546 |
Total gross margin | ' | 3,627 | 106,308 | 81,391 | 58,900 | 71,444 | 41,818 | 45,445 | 318,043 | 33,776 | 271,396 | 11,669 | 46,647 | 101,350 | 143,154 | 97,846 | 342,350 | 386,744 | 296,338 | 320,313 | 46,012 | 66,431 |
Total operating (loss) income | ' | 3,339 | -41,828 | -24,725 | -7,499 | 8,609 | -33,102 | -29,763 | -65,443 | -25,938 | -48,082 | -3,825 | -17,361 | -2,118 | 82,771 | -21,213 | 59,440 | -50,593 | 116,591 | -10,973 | -57,151 | -39,620 |
Gain (Loss) on marketable securities and other investments, net | ' | ' | ' | ' | ' | ' | ' | 0 | 1,122 | ' | ' | ' | ' | ' | ' | ' | 0 | 237 | ' | ' | ' | ' |
Gain on bargain purchase | ' | ' | ' | ' | ' | ' | ' | 5,500 | 0 | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | ' | ' | ' | ' |
Interest income | ' | ' | ' | ' | ' | ' | ' | 50 | 87 | ' | ' | ' | ' | ' | ' | ' | 424 | 736 | ' | ' | ' | ' |
Interest expense | ' | ' | ' | ' | ' | ' | ' | -25,985 | -95,484 | ' | ' | ' | ' | ' | ' | ' | -9,159 | -2,676 | ' | ' | ' | ' |
Loss on debt extinguishment | ' | ' | ' | ' | ' | ' | ' | 0 | -7,335 | ' | ' | ' | ' | ' | ' | ' | 0 | 0 | ' | ' | ' | ' |
(Benefit) provision for income taxes | ' | ' | ' | ' | ' | ' | ' | -17,682 | -61,182 | ' | ' | ' | ' | ' | ' | ' | 29,447 | -5,996 | ' | ' | ' | ' |
(Loss) income from continuing operations | ' | ' | ' | ' | ' | ' | ' | ($32,516) | ($105,871) | ' | ' | ' | ' | ' | ' | ' | $21,258 | ($46,300) | ' | ' | ' | ' |
Segment_Information_Schedule_o1
Segment Information (Schedule of Total Revenues of Top Selling Products) (Details) (USD $) | 12 Months Ended | 0 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 12 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2012 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Sep. 28, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Sep. 28, 2012 | Dec. 31, 2011 | Sep. 28, 2012 | Dec. 31, 2011 | Sep. 28, 2012 | Dec. 31, 2011 | Sep. 28, 2012 | Dec. 31, 2011 | Sep. 28, 2012 | Dec. 31, 2011 | Sep. 28, 2012 | Dec. 31, 2011 | Sep. 28, 2012 | Dec. 31, 2011 | Sep. 28, 2012 | Dec. 31, 2011 | Sep. 28, 2012 | Dec. 31, 2011 | Sep. 28, 2012 | Dec. 31, 2011 | Sep. 28, 2012 | Dec. 31, 2011 | Sep. 28, 2012 | Dec. 31, 2011 | Sep. 28, 2012 | Dec. 31, 2011 | Sep. 28, 2012 | Dec. 31, 2011 | Sep. 28, 2012 | Dec. 31, 2011 | Sep. 28, 2012 | Dec. 31, 2011 | Sep. 28, 2012 | Dec. 31, 2011 | Sep. 28, 2012 | Dec. 31, 2011 | Sep. 28, 2012 | Dec. 31, 2011 | |
drug | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | ||
Par Pharmaceutical [Member] | Par Pharmaceutical [Member] | Par Pharmaceutical [Member] | Par Pharmaceutical [Member] | Par Pharmaceutical [Member] | Par Pharmaceutical [Member] | Par Pharmaceutical [Member] | Par Pharmaceutical [Member] | Par Pharmaceutical [Member] | Par Pharmaceutical [Member] | Par Pharmaceutical [Member] | Par Pharmaceutical [Member] | Par Pharmaceutical [Member] | Par Pharmaceutical [Member] | Par Pharmaceutical [Member] | Par Pharmaceutical [Member] | Par Pharmaceutical [Member] | Par Pharmaceutical [Member] | Par Pharmaceutical [Member] | Par Pharmaceutical [Member] | Par Pharmaceutical [Member] | Par Pharmaceutical [Member] | Par Pharmaceutical [Member] | Par Pharmaceutical [Member] | Par Pharmaceutical [Member] | Par Pharmaceutical [Member] | Strativa [Member] | Strativa [Member] | Strativa [Member] | Strativa [Member] | Strativa [Member] | Strativa [Member] | Strativa [Member] | Strativa [Member] | Strativa [Member] | Strativa [Member] | Par Pharmaceutical [Member] | Par Pharmaceutical [Member] | Par Pharmaceutical [Member] | Par Pharmaceutical [Member] | Par Pharmaceutical [Member] | Par Pharmaceutical [Member] | Par Pharmaceutical [Member] | Par Pharmaceutical [Member] | Par Pharmaceutical [Member] | Par Pharmaceutical [Member] | Par Pharmaceutical [Member] | Par Pharmaceutical [Member] | Par Pharmaceutical [Member] | Par Pharmaceutical [Member] | Par Pharmaceutical [Member] | Par Pharmaceutical [Member] | Par Pharmaceutical [Member] | Par Pharmaceutical [Member] | Par Pharmaceutical [Member] | Par Pharmaceutical [Member] | Par Pharmaceutical [Member] | Par Pharmaceutical [Member] | Par Pharmaceutical [Member] | Par Pharmaceutical [Member] | Par Pharmaceutical [Member] | Par Pharmaceutical [Member] | Strativa [Member] | Strativa [Member] | Strativa [Member] | Strativa [Member] | Strativa [Member] | Strativa [Member] | Strativa [Member] | Strativa [Member] | Strativa [Member] | Strativa [Member] | ||||||||||||||||
Operating Segments [Member] | Operating Segments [Member] | Budesonide (Entocort EC) [Member] | Budesonide (Entocort EC) [Member] | Propafenone (Rythmol SR) [Member] | Propafenone (Rythmol SR) [Member] | Metoprolol Succinate ER (Toprol-XL) [Member] | Metoprolol Succinate ER (Toprol-XL) [Member] | Lamotrigine (Lamictal XR) [Member] | Lamotrigine (Lamictal XR) [Member] | Divalproex (Depakote) [Member] | Divalproex (Depakote) [Member] | Rizatriptan (Maxalt) [Member] | Rizatriptan (Maxalt) [Member] | Bupropion Er Wellbutrin [Member] | Bupropion Er Wellbutrin [Member] | Chlorpheniramine/Hydrocodone (Tussionex) [Member] | Chlorpheniramine/Hydrocodone (Tussionex) [Member] | Modafinil (Provigil) [Member] | Modafinil (Provigil) [Member] | Diltiazem (Cardizem CD) [Member] | Diltiazem (Cardizem CD) [Member] | Other [Member] | Other [Member] | Other product related royalty streams [Member] | Other product related royalty streams [Member] | Operating Segments [Member] | Operating Segments [Member] | Megace ES [Member] | Megace ES [Member] | Nascobal Nasal Spray [Member] | Nascobal Nasal Spray [Member] | Other [Member] | Other [Member] | Other product related royalty streams [Member] | Other product related royalty streams [Member] | Operating Segments [Member] | Operating Segments [Member] | Budesonide (Entocort EC) [Member] | Budesonide (Entocort EC) [Member] | Propafenone (Rythmol SR) [Member] | Propafenone (Rythmol SR) [Member] | Metoprolol Succinate ER (Toprol-XL) [Member] | Metoprolol Succinate ER (Toprol-XL) [Member] | Lamotrigine (Lamictal XR) [Member] | Lamotrigine (Lamictal XR) [Member] | Divalproex (Depakote) [Member] | Divalproex (Depakote) [Member] | Rizatriptan (Maxalt) [Member] | Rizatriptan (Maxalt) [Member] | Bupropion Er Wellbutrin [Member] | Bupropion Er Wellbutrin [Member] | Chlorpheniramine/Hydrocodone (Tussionex) [Member] | Chlorpheniramine/Hydrocodone (Tussionex) [Member] | Modafinil (Provigil) [Member] | Modafinil (Provigil) [Member] | Diltiazem (Cardizem CD) [Member] | Diltiazem (Cardizem CD) [Member] | Other [Member] | Other [Member] | Other product related royalty streams [Member] | Other product related royalty streams [Member] | Operating Segments [Member] | Operating Segments [Member] | Megace ES [Member] | Megace ES [Member] | Nascobal Nasal Spray [Member] | Nascobal Nasal Spray [Member] | Other [Member] | Other [Member] | Other product related royalty streams [Member] | Other product related royalty streams [Member] | ||||||||||||||||
Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | Operating Segments [Member] | ||||||||||||||||||||||||
Revenue, Major Customer [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
Total revenues | ' | $10,689 | $306,281 | $267,321 | $233,669 | $290,196 | $235,450 | $246,139 | $1,097,467 | $227,312 | $1,028,418 | $36,710 | $198,834 | $19,623 | $70,508 | $31,287 | $56,670 | $0 | $54,577 | $2,436 | $46,635 | $0 | $45,598 | $11,255 | $45,403 | $17,403 | $33,518 | $16,956 | $27,688 | $3,702 | $27,212 | $79,789 | $390,346 | $8,151 | $31,429 | $18,827 | $69,049 | $10,910 | $39,510 | $7,138 | $26,864 | $130 | ($910) | $649 | $3,585 | $238,063 | $294,333 | $271,472 | $803,868 | $926,138 | $743,360 | $834,592 | $103,762 | $70,016 | $53,825 | $69,835 | $154,216 | $250,995 | $0 | $0 | $9,099 | $0 | $0 | $0 | $34,952 | $0 | $30,706 | $39,481 | $88,831 | $0 | $0 | $0 | $249,383 | $374,288 | $18,586 | $29,977 | $60,508 | $91,546 | $38,322 | $58,172 | $17,571 | $21,399 | $130 | $3,309 | $4,485 | $8,666 | [1] |
Number of other insignificant generic drugs | 50 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | |
[1] | Other product related revenues represents licensing and royalty related revenues from profit sharing agreements. |
Restructuring_Costs_Details
Restructuring Costs (Details) (USD $) | Dec. 31, 2011 | Jan. 31, 2013 | Jun. 30, 2011 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | Employee Severance [Member] | Employee Severance [Member] | Intangible Asset Impairment [Member] | Intangible Asset Impairment [Member] | Commercial Inventory Write Down Classified As Cost Of Goods Sold [Member] | Employee Severance and Termination Benefits [Member] | Total Restructuring Costs [Member] | |
Strativa Restructuring [Member] | Strativa Restructuring [Member] | Strativa Restructuring [Member] | Strativa Restructuring [Member] | Strativa Restructuring [Member] | ||||
employee | employee | |||||||
Restructuring Cost and Reserve [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Workforce reduction, number of employees | ' | 70 | 90 | ' | ' | ' | ' | ' |
Number of positions remaining | ' | 60 | ' | ' | ' | ' | ' | ' |
Restructuring Reserve [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' |
Initial Charge | $27,660 | ' | ' | $24,226 | $403 | $674 | $1,413 | $1,816 |
Cash Payments | ' | ' | ' | ' | 0 | ' | -1,303 | -1,303 |
Non-Cash Charge Related to Inventory and/or Intangible Assets | ' | ' | ' | ' | -403 | ' | 0 | -403 |
Reversals, Reclass or Transfers | ' | ' | ' | ' | 0 | ' | -4 | -4 |
Liabilities at December 31, 2013 | $27,660 | ' | ' | $24,226 | $0 | $674 | $106 | $106 |
Subsequent_Events_Details
Subsequent Events (Details) (Subsequent Event [Member], USD $) | 0 Months Ended |
Feb. 20, 2014 | |
Term Loan [Member] | New Tranche B Term Loans [Member] | ' |
Subsequent Event [Line Items] | ' |
Debt, face amount | $1,055,000,000 |
Reduction in variable rate spread | 0.25% |
Soft call provision prepayment premium | 1.00% |
Debt, variable rate step-down percentage upon achievement of net leverage level | 0.25% |
Net leverage ratio | 3.75 |
Term Loan [Member] | New Tranche B Term Loans [Member] | LIBOR [Member] | ' |
Subsequent Event [Line Items] | ' |
Debt, basis spread on variable rate | 3.00% |
Term Loan [Member] | New Tranche B Term Loans [Member] | Base Rate [Member] | ' |
Subsequent Event [Line Items] | ' |
Debt, basis spread on variable rate | 2.00% |
Term Loan [Member] | Incremental Term B-2 Joinder Agreement [Member] | ' |
Subsequent Event [Line Items] | ' |
Debt, face amount | 395,000,000 |
JHP Group Holdings [Member] | ' |
Subsequent Event [Line Items] | ' |
Aggregate consideration | 490,000,000 |
Number of specialty injectable products acquired | 14 |
Number of products acquired | 34 |
Number of products acquired with US FDA approval | 17 |
Third party equity commitments | $110,000,000 |
Unaudited_Selected_Quarterly_F2
Unaudited Selected Quarterly Financial Data (Details) (USD $) | 12 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 12 Months Ended | |||||||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Sep. 28, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Sep. 28, 2012 | Dec. 31, 2011 | Sep. 30, 2012 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2013 |
Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Predecessor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | Successor [Member] | ||
Quarterly Financial Information [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total revenues | ' | $238,063 | $294,333 | $271,472 | $803,868 | $926,138 | $10,689 | $306,281 | $267,321 | $233,669 | $290,196 | $235,450 | $246,139 | $1,097,467 |
Gross margin | ' | 101,350 | 143,154 | 97,846 | 342,350 | 386,744 | 3,627 | 106,308 | 81,391 | 58,900 | 71,444 | 41,818 | 45,445 | 318,043 |
Total operating expenses | ' | 103,468 | 60,383 | 119,059 | 282,910 | 437,462 | 288 | 148,136 | 106,116 | 66,399 | 62,835 | 74,920 | 75,208 | 383,486 |
Operating (loss) income | ' | -2,118 | 82,771 | -21,213 | 59,440 | -50,593 | 3,339 | -41,828 | -24,725 | -7,499 | 8,609 | -33,102 | -29,763 | -65,443 |
Net (loss) income | ($105,871) | ($1,379) | $51,277 | ($28,723) | $21,175 | ($26,145) | $1,588 | ($40,035) | ($29,299) | ($21,791) | ($14,746) | ($34,133) | ($32,545) | ($105,871) |