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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Akorn Inc | NASDAQ:AKRX | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.09 | 0.1398 | 0.1399 | 0 | 01:00:00 |
þ
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
|
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2019
|
|
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
LOUISIANA
|
72-0717400
|
(State or Other Jurisdiction of
|
(I.R.S. Employer
|
Incorporation or Organization)
|
Identification No.)
|
|
|
1925 W. Field Court, Suite 300
|
|
Lake Forest, Illinois
|
60045
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
Yes
|
þ
|
|
No
|
o
|
Yes
|
þ
|
|
No
|
o
|
Yes
|
o
|
|
No
|
þ
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock, No Par Value
|
AKRX
|
The NASDAQ Global Select Market
|
|
|
|
Page
|
PART I. FINANCIAL INFORMATION
|
|
ITEM 1. Financial Statements (unaudited).
|
|
Condensed Consolidated Balance Sheets - March 31, 2019 and December 31, 2018
|
|
Condensed Consolidated Statements of Comprehensive (Loss) - Three months ended March 31, 2019 and 2018
|
|
Condensed Consolidated Statements of Shareholders’ Equity - Three months ended March 31, 2019 and 2018
|
|
Condensed Consolidated Statements of Cash Flows - Three months ended March 31, 2019 and 2018
|
|
PART II. OTHER INFORMATION
|
|
|
|
SIGNATURES
|
|
|
|
EXHIBIT INDEX
|
|
|
March 31, 2019 (Unaudited)
|
|
December 31, 2018
|
||||
ASSETS
|
|
|
|
||||
CURRENT ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
184,090
|
|
|
$
|
224,868
|
|
Trade accounts receivable, net
|
174,325
|
|
|
153,126
|
|
||
Inventories, net
|
162,752
|
|
|
173,645
|
|
||
Prepaid expenses and other current assets
|
29,286
|
|
|
32,180
|
|
||
TOTAL CURRENT ASSETS
|
550,453
|
|
|
583,819
|
|
||
PROPERTY, PLANT AND EQUIPMENT, NET
|
325,970
|
|
|
334,853
|
|
||
OTHER LONG-TERM ASSETS
|
|
|
|
|
|
||
Goodwill
|
267,923
|
|
|
283,879
|
|
||
Intangible assets, net
|
263,644
|
|
|
284,976
|
|
||
Right-of-use assets, net - Operating leases
|
21,973
|
|
|
—
|
|
||
Other non-current assets
|
7,228
|
|
|
7,730
|
|
||
TOTAL OTHER LONG-TERM ASSETS
|
560,768
|
|
|
576,585
|
|
||
TOTAL ASSETS
|
$
|
1,437,191
|
|
|
$
|
1,495,257
|
|
LIABILITIES AND SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
||
CURRENT LIABILITIES
|
|
|
|
|
|
||
Trade accounts payable
|
$
|
38,419
|
|
|
$
|
39,570
|
|
Income taxes payable
|
13,925
|
|
|
—
|
|
||
Accrued royalties
|
7,079
|
|
|
6,786
|
|
||
Accrued compensation
|
16,529
|
|
|
19,745
|
|
||
Accrued administrative fees
|
28,165
|
|
|
36,767
|
|
||
Accrued legal fees and contingencies
|
49,710
|
|
|
52,413
|
|
||
Current portion of lease liability - Operating leases
|
2,238
|
|
|
—
|
|
||
Accrued expenses and other liabilities
|
12,721
|
|
|
15,542
|
|
||
TOTAL CURRENT LIABILITIES
|
168,786
|
|
|
170,823
|
|
||
LONG-TERM LIABILITIES
|
|
|
|
|
|
||
Long-term debt (net of non-current deferred financing costs)
|
821,715
|
|
|
820,411
|
|
||
Deferred tax liability
|
530
|
|
|
566
|
|
||
FIN 48 reserve
|
51,410
|
|
|
49,990
|
|
||
Long-term lease liability - Operating leases
|
21,480
|
|
|
—
|
|
||
Pension obligations and other liabilities
|
7,521
|
|
|
9,601
|
|
||
TOTAL LONG-TERM LIABILITIES
|
902,656
|
|
|
880,568
|
|
||
TOTAL LIABILITIES
|
1,071,442
|
|
|
1,051,391
|
|
||
SHAREHOLDERS’ EQUITY
|
|
|
|
|
|
||
Preferred stock, $1 par value - 5,000,000 shares authorized; no shares issued or outstanding at March 31, 2019 and December 31, 2018.
|
—
|
|
|
—
|
|
||
Common stock, no par value – 150,000,000 shares authorized; 125,578,913 and 125,492,373 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively.
|
579,157
|
|
|
574,553
|
|
||
(Accumulated deficit)
|
(189,349
|
)
|
|
(107,168
|
)
|
||
Accumulated other comprehensive (loss)
|
(24,059
|
)
|
|
(23,519
|
)
|
||
TOTAL SHAREHOLDERS’ EQUITY
|
365,749
|
|
|
443,866
|
|
||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
|
$
|
1,437,191
|
|
|
$
|
1,495,257
|
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
Revenues, net
|
$
|
165,871
|
|
|
$
|
184,063
|
|
Cost of sales (exclusive of amortization of intangibles, included within operating expenses below)
|
112,358
|
|
|
101,835
|
|
||
GROSS PROFIT
|
53,513
|
|
|
82,228
|
|
||
|
|
|
|
||||
Selling, general and administrative expenses
|
72,498
|
|
|
62,994
|
|
||
Research and development expenses
|
8,714
|
|
|
12,644
|
|
||
Amortization of intangibles
|
11,065
|
|
|
13,190
|
|
||
Impairment of goodwill
|
15,955
|
|
|
—
|
|
||
Impairment of intangible assets
|
10,354
|
|
|
18,815
|
|
||
Litigation rulings and settlements
|
410
|
|
|
—
|
|
||
TOTAL OPERATING EXPENSES
|
118,996
|
|
|
107,643
|
|
||
|
|
|
|
|
|
||
OPERATING (LOSS)
|
(65,483
|
)
|
|
(25,415
|
)
|
||
Amortization of deferred financing costs
|
(1,304
|
)
|
|
(1,304
|
)
|
||
Interest expense, net
|
(14,327
|
)
|
|
(9,578
|
)
|
||
Other non-operating income, net
|
353
|
|
|
270
|
|
||
|
|
|
|
|
|
||
(LOSS) BEFORE INCOME TAXES
|
(80,761
|
)
|
|
(36,027
|
)
|
||
Income tax provision (benefit)
|
1,420
|
|
|
(7,280
|
)
|
||
|
|
|
|
|
|
||
NET (LOSS)
|
$
|
(82,181
|
)
|
|
$
|
(28,747
|
)
|
NET (LOSS) PER SHARE
|
|
|
|
|
|
||
NET (LOSS) PER SHARE, BASIC
|
$
|
(0.65
|
)
|
|
$
|
(0.23
|
)
|
NET (LOSS) PER SHARE, DILUTED
|
$
|
(0.65
|
)
|
|
$
|
(0.23
|
)
|
|
|
|
|
|
|
||
SHARES USED IN COMPUTING NET (LOSS) PER SHARE
|
|
|
|
|
|
||
BASIC
|
125,566
|
|
|
125,240
|
|
||
DILUTED
|
125,566
|
|
|
125,240
|
|
||
|
|
|
|
|
|
||
COMPREHENSIVE (LOSS)
|
|
|
|
|
|
||
Net (loss)
|
$
|
(82,181
|
)
|
|
$
|
(28,747
|
)
|
Unrealized holding (loss) on available-for-sale securities, net of tax of $0 for the three month period ended March 31, 2018.
|
—
|
|
|
(1
|
)
|
||
Foreign currency translation (loss)
|
(424
|
)
|
|
(848
|
)
|
||
Pension liability adjustment (loss) gain, net of tax of $30 and ($1) for the three months ended March 31, 2019 and 2018, respectively.
|
(116
|
)
|
|
4
|
|
||
COMPREHENSIVE (LOSS)
|
$
|
(82,721
|
)
|
|
$
|
(29,592
|
)
|
|
|
Shares
|
|
Common Stock
|
|
(Accumulated Deficit)
|
|
Other
Comprehensive
(Loss)
|
|
Total
|
|||||||||
BALANCES AT DECEMBER 31, 2018
|
|
125,492
|
|
|
$
|
574,553
|
|
|
$
|
(107,168
|
)
|
|
$
|
(23,519
|
)
|
|
$
|
443,866
|
|
Consolidated net (loss)
|
|
—
|
|
|
—
|
|
|
(82,181
|
)
|
|
—
|
|
|
(82,181
|
)
|
||||
Compensation and share issuances related to restricted stock awards
|
|
121
|
|
|
3,110
|
|
|
—
|
|
|
—
|
|
|
3,110
|
|
||||
Stock-based compensation expense - stock options
|
|
—
|
|
|
1,381
|
|
|
—
|
|
|
—
|
|
|
1,381
|
|
||||
Foreign currency translation loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(424
|
)
|
|
(424
|
)
|
||||
Stock compensation plan withholdings for employee taxes
|
|
(34
|
)
|
|
(116
|
)
|
|
—
|
|
|
—
|
|
|
(116
|
)
|
||||
Akorn AG pension liability adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(116
|
)
|
|
(116
|
)
|
||||
Employee stock purchase plan expense
|
|
—
|
|
|
229
|
|
|
—
|
|
|
—
|
|
|
229
|
|
||||
BALANCES AT MARCH 31, 2019 (unaudited)
|
|
125,579
|
|
|
$
|
579,157
|
|
|
$
|
(189,349
|
)
|
|
$
|
(24,059
|
)
|
|
$
|
365,749
|
|
|
|
|
|
Common Stock
|
|
Retained Earnings
|
|
Other
Comprehensive
(Loss)
|
|
Total
|
||||||||||
BALANCES AT DECEMBER 31, 2017
|
|
125,091
|
|
|
$
|
550,472
|
|
|
$
|
294,741
|
|
—
|
|
$
|
(13,968
|
)
|
|
$
|
831,245
|
|
Consolidated net (loss)
|
|
—
|
|
|
—
|
|
|
(28,747
|
)
|
|
—
|
|
|
$
|
(28,747
|
)
|
||||
Exercise of stock options
|
|
22
|
|
|
546
|
|
|
—
|
|
|
—
|
|
|
$
|
546
|
|
||||
Compensation and share issuances related to restricted stock awards
|
|
—
|
|
|
2,349
|
|
|
—
|
|
|
—
|
|
|
$
|
2,349
|
|
||||
Stock-based compensation expense - stock options
|
|
—
|
|
|
3,159
|
|
|
—
|
|
|
—
|
|
|
$
|
3,159
|
|
||||
Foreign currency translation loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(848
|
)
|
|
$
|
(848
|
)
|
||||
Unrealized holding loss on available-for-sale securities
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
$
|
(1
|
)
|
||||
Akorn AG pension liability adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
$
|
4
|
|
||||
Employee stock purchase plan payment expense
|
|
146
|
|
|
2,809
|
|
|
—
|
|
|
—
|
|
|
$
|
2,809
|
|
||||
BALANCES AT MARCH 31, 2018 (unaudited)
|
|
125,259
|
|
|
$
|
559,335
|
|
|
$
|
265,994
|
|
|
$
|
(14,813
|
)
|
|
$
|
810,516
|
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
OPERATING ACTIVITIES:
|
|
|
|
||||
Net (loss)
|
$
|
(82,181
|
)
|
|
$
|
(28,747
|
)
|
Depreciation and amortization
|
18,750
|
|
|
20,278
|
|
||
Amortization of debt financing fees
|
1,304
|
|
|
1,304
|
|
||
Impairment of intangible assets
|
10,354
|
|
|
18,815
|
|
||
Goodwill impairment
|
15,955
|
|
|
—
|
|
||
Fixed asset impairment and other
|
10,089
|
|
|
—
|
|
||
Non-cash stock compensation expense
|
4,720
|
|
|
5,508
|
|
||
Deferred income taxes, net
|
(28
|
)
|
|
(7,833
|
)
|
||
Other
|
(31
|
)
|
|
218
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||
Other non-current assets
|
584
|
|
|
37
|
|
||
Trade accounts receivable
|
(21,283
|
)
|
|
(35,508
|
)
|
||
Inventories, net
|
10,819
|
|
|
(9,292
|
)
|
||
Prepaid expenses and other current assets
|
1,079
|
|
|
11,997
|
|
||
Trade accounts payable
|
722
|
|
|
11,318
|
|
||
Accrued Legal Fees
|
(2,703
|
)
|
|
(12,853
|
)
|
||
FIN 48 Reserve
|
1,420
|
|
|
512
|
|
||
Accrued expenses and other liabilities
|
(33
|
)
|
|
(7,345
|
)
|
||
NET CASH (USED IN) OPERATING ACTIVITIES
|
$
|
(30,463
|
)
|
|
$
|
(31,591
|
)
|
INVESTING ACTIVITIES:
|
|
|
|
|
|
||
Purchases of property, plant and equipment
|
(10,059
|
)
|
|
(22,340
|
)
|
||
NET CASH (USED IN) INVESTING ACTIVITIES
|
$
|
(10,059
|
)
|
|
$
|
(22,340
|
)
|
FINANCING ACTIVITIES:
|
|
|
|
|
|
||
Proceeds from the exercise of stock options
|
—
|
|
|
546
|
|
||
Stock compensation plan withholdings for employee taxes
|
(116
|
)
|
|
—
|
|
||
Payment of contingent acquisition liabilities
|
—
|
|
|
(4,793
|
)
|
||
Lease payments
|
$
|
(335
|
)
|
|
$
|
(3
|
)
|
NET CASH (USED IN) FINANCING ACTIVITIES
|
$
|
(451
|
)
|
|
$
|
(4,250
|
)
|
Effect of exchange rate changes on cash and cash equivalents
|
54
|
|
|
41
|
|
||
(DECREASE) IN CASH AND CASH EQUIVALENTS
|
$
|
(40,919
|
)
|
|
$
|
(58,140
|
)
|
Cash and cash equivalents, and restricted cash at beginning of period
|
225,794
|
|
|
369,889
|
|
||
CASH, CASH EQUIVALENTS, AND RESTRICTED CASH AT END OF PERIOD
|
$
|
184,875
|
|
|
$
|
311,749
|
|
SUPPLEMENTAL DISCLOSURES:
|
|
|
|
|
|
||
Amount paid for interest
|
$
|
16,314
|
|
|
$
|
12,262
|
|
Amount (received) paid for income taxes, net
|
$
|
(14,526
|
)
|
|
$
|
8,205
|
|
Additional capital expenditures included in accounts payable
|
$
|
4,641
|
|
|
$
|
8,227
|
|
Cash, Cash Equivalents, and Restricted Cash
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
Cash and cash equivalents
|
$
|
184,090
|
|
|
$
|
309,377
|
|
Restricted cash
|
785
|
|
|
2,372
|
|
||
Total cash, cash equivalents, and restricted cash
|
$
|
184,875
|
|
|
$
|
311,749
|
|
-
|
Level 1
—Assets and liabilities with unadjusted, quoted prices listed on active market exchanges. Inputs to the fair value measurement are observable inputs, such as quoted prices in active markets for identical assets or liabilities. The carrying value of the Company's cash and cash equivalents are considered Level 1 assets.
|
-
|
Level 2
—Inputs to the fair value measurement are determined using prices for recently traded assets and liabilities with similar underlying terms, as well as directly or indirectly observable inputs, such as interest rates and yield curves that are observable at commonly quoted intervals. The Company has no Level 2 assets or liabilities in any of the periods presented.
|
-
|
Level 3
—Inputs to the fair value measurement are unobservable inputs, such as estimates, assumptions, and valuation techniques when little or no market data exists for the assets or liabilities. The portion of the fair valuation of the available-for-sale investment held in shares of Nicox stock that is subject to a lock-up provision is considered a Level 3 asset.
|
|
|
|
Fair Value Measurements at Reporting Date, Using:
|
||||||||||||
Description
|
March 31, 2019
|
|
Quoted Prices
in Active
Markets for
Identical Items
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Cash and cash equivalents
|
$
|
184,090
|
|
|
$
|
184,090
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Nicox stock with lockup provisions
|
18
|
|
|
—
|
|
|
—
|
|
|
18
|
|
||||
Total assets
|
$
|
184,108
|
|
|
$
|
184,090
|
|
|
$
|
—
|
|
|
$
|
18
|
|
Description
|
December 31, 2018
|
|
Quoted Prices
in Active
Markets for
Identical Items
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Cash and cash equivalents
|
$
|
224,868
|
|
|
$
|
224,868
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Nicox stock with lockup provisions
|
18
|
|
|
—
|
|
|
—
|
|
|
18
|
|
||||
Total assets
|
$
|
224,886
|
|
|
$
|
224,868
|
|
|
$
|
—
|
|
|
$
|
18
|
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
Stock options
|
$
|
1,381
|
|
|
$
|
3,159
|
|
Employee stock purchase plan
|
229
|
|
|
—
|
|
||
Restricted stock units and Performance share units
|
3,110
|
|
|
2,349
|
|
||
Total stock-based compensation expense
|
$
|
4,720
|
|
|
$
|
5,508
|
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
Expected volatility
|
67
|
%
|
|
—
|
%
|
||
Expected life (in years)
|
6.2
|
|
|
—
|
|
||
Risk-free interest rate
|
2.52
|
%
|
|
—
|
%
|
||
Dividend yield
|
—
|
|
|
—
|
|
||
Fair value per stock option
|
$
|
2.44
|
|
|
$
|
—
|
|
Forfeiture rate
|
8
|
%
|
|
—
|
%
|
|
Number of
Options
(in thousands)
|
|
Weighted
Average
Exercise Price
|
|
Weighted
Average
Remaining
Contractual
Term (Years)
|
|
Aggregate
Intrinsic Value
(in thousands) (1)
|
|||||
Outstanding at December 31, 2018
|
3,418
|
|
|
$
|
28.55
|
|
|
3.69
|
|
$
|
—
|
|
Granted
|
860
|
|
|
3.90
|
|
|
|
|
|
|||
Exercised
|
—
|
|
|
—
|
|
|
|
|
|
|||
Forfeited
|
(196
|
)
|
|
27.61
|
|
|
|
|
|
|||
Outstanding at March 31, 2019
|
4,082
|
|
|
$
|
23.40
|
|
|
4.38
|
|
$
|
—
|
|
Exercisable at March 31, 2019
|
2,599
|
|
|
$
|
28.64
|
|
|
2.61
|
|
$
|
—
|
|
|
Number of Units
(in thousands)
|
|
Weighted Average Per Share
Grant Date Fair Value
|
||
Unvested at December 31, 2018
|
1,643
|
|
$
|
19.85
|
|
Granted
|
3,197
|
|
$
|
4.02
|
|
Vested
|
(273)
|
|
$
|
23.75
|
|
Forfeited
|
(153)
|
|
$
|
16.44
|
|
Unvested at March 31, 2019
|
4,414
|
|
$
|
9.52
|
|
|
Total Number of Units
(in thousands)
|
Weighted Average Grant Date Fair Value per Unit
|
|
Vesting Based on Performance Conditions
|
Weighted Average Grant Date Fair Value per Unit
|
|
Vesting Based on Market Conditions
|
Weighted Average Grant Date Fair Value per Unit
|
|||||||||
Unvested at December 31, 2018
|
—
|
|
$
|
—
|
|
|
—
|
|
$
|
—
|
|
|
—
|
|
$
|
—
|
|
Granted
|
1,239
|
|
3.99
|
|
|
985
|
|
4.06
|
|
|
254
|
|
3.73
|
|
|||
Vested
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|||
Forfeited
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
|||
Unvested at March 31, 2019
|
1,239
|
|
$
|
3.99
|
|
|
985
|
|
$
|
4.06
|
|
|
254
|
|
$
|
3.73
|
|
|
March 31,
2019 |
|
December 31,
2018 |
||||
Gross accounts receivable (1)
|
$
|
361,065
|
|
|
$
|
308,305
|
|
Less reserves for:
|
|
|
|
||||
Chargebacks (2)
|
(67,474
|
)
|
|
(55,312
|
)
|
||
Rebates (2)
|
(74,723
|
)
|
|
(55,963
|
)
|
||
Product returns
|
(34,411
|
)
|
|
(35,146
|
)
|
||
Discounts and allowances
|
(7,740
|
)
|
|
(6,561
|
)
|
||
Advertising and promotions
|
(1,769
|
)
|
|
(1,574
|
)
|
||
Doubtful accounts
|
(623
|
)
|
|
(623
|
)
|
||
Trade accounts receivable, net
|
$
|
174,325
|
|
|
$
|
153,126
|
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
Gross sales
|
$
|
458,641
|
|
|
$
|
520,533
|
|
Less adjustments for:
|
|
|
|
||||
Chargebacks (1)
|
(205,394
|
)
|
|
(223,963
|
)
|
||
Rebates, administrative and other fees (1)
|
(64,264
|
)
|
|
(92,279
|
)
|
||
Product returns (2)
|
(11,902
|
)
|
|
(7,121
|
)
|
||
Discounts and allowances
|
(9,050
|
)
|
|
(10,238
|
)
|
||
Advertising, promotions and others
|
(2,160
|
)
|
|
(2,869
|
)
|
||
Revenues, net
|
$
|
165,871
|
|
|
$
|
184,063
|
|
|
March 31,
2019 |
|
December 31,
2018 |
||||
Finished goods
|
$
|
68,876
|
|
|
$
|
76,981
|
|
Work in process
|
14,060
|
|
|
13,870
|
|
||
Raw materials and supplies
|
79,816
|
|
|
82,794
|
|
||
Inventories, net
|
$
|
162,752
|
|
|
$
|
173,645
|
|
|
March 31,
2019 |
|
December 31,
2018 |
||||
Land and land improvements
|
$
|
17,516
|
|
|
$
|
17,608
|
|
Buildings and leasehold improvements
|
138,526
|
|
|
138,126
|
|
||
Furniture and equipment
|
244,178
|
|
|
240,080
|
|
||
Sub-total
|
400,220
|
|
|
395,814
|
|
||
Accumulated depreciation
|
(166,300
|
)
|
|
(158,824
|
)
|
||
Property, plant and equipment in service, net
|
$
|
233,920
|
|
|
$
|
236,990
|
|
Construction in progress
|
92,050
|
|
|
97,863
|
|
||
Property, plant and equipment, net
|
$
|
325,970
|
|
|
$
|
334,853
|
|
|
Consumer
Health
|
|
Prescription
Pharmaceuticals
|
|
Total
|
||||||
Balances at December 31, 2018
|
$
|
16,717
|
|
|
$
|
267,162
|
|
|
$
|
283,879
|
|
Currency translation adjustments
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||
Acquisitions
|
—
|
|
|
—
|
|
|
—
|
|
|||
Impairments
|
—
|
|
|
(15,955
|
)
|
|
(15,955
|
)
|
|||
Dispositions
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balances at March 31, 2019
|
$
|
16,717
|
|
|
$
|
251,206
|
|
|
$
|
267,923
|
|
|
Gross
Amount (2)
|
|
Accumulated
Amortization
|
|
Reclassifications
|
|
Impairment (1)
|
|
Net
Balance
|
|
Wtd Avg Remaining
Amortization Period
(years)
|
||||||||||
March 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Product licensing rights
|
$
|
472,041
|
|
|
$
|
(209,135
|
)
|
|
$
|
—
|
|
|
$
|
(15,000
|
)
|
|
$
|
247,906
|
|
|
8.9
|
IPR&D
|
4,400
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,400
|
|
|
N/A - Indefinite lived
|
|||||
Trademarks
|
16,000
|
|
|
(6,535
|
)
|
|
—
|
|
|
—
|
|
|
9,465
|
|
|
17.4
|
|||||
Customer relationships
|
4,225
|
|
|
(2,383
|
)
|
|
—
|
|
|
—
|
|
|
1,842
|
|
|
7.1
|
|||||
Other intangibles
|
6,000
|
|
|
(5,969
|
)
|
|
—
|
|
|
—
|
|
|
31
|
|
|
0
|
|||||
|
502,666
|
|
|
$
|
(224,022
|
)
|
|
$
|
—
|
|
|
$
|
(15,000
|
)
|
|
$
|
263,644
|
|
|
|
|
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Product licensing rights
|
$
|
597,960
|
|
|
$
|
(203,323
|
)
|
|
$
|
5,300
|
|
|
$
|
(131,306
|
)
|
|
$
|
268,631
|
|
|
9.2
|
IPR&D
|
149,161
|
|
|
—
|
|
|
(5,300
|
)
|
|
(139,461
|
)
|
|
4,400
|
|
|
N/A - Indefinite lived
|
|||||
Trademarks
|
16,000
|
|
|
(6,304
|
)
|
|
—
|
|
|
—
|
|
|
9,696
|
|
|
17.5
|
|||||
Customer relationships
|
4,225
|
|
|
(2,318
|
)
|
|
—
|
|
|
—
|
|
|
1,907
|
|
|
7.3
|
|||||
Other intangibles
|
11,235
|
|
|
(5,658
|
)
|
|
—
|
|
|
(5,235
|
)
|
|
342
|
|
|
0.3
|
|||||
|
$
|
778,581
|
|
|
$
|
(217,603
|
)
|
|
$
|
—
|
|
|
$
|
(276,002
|
)
|
|
$
|
284,976
|
|
|
|
Ratings Level
|
Index Ratings
(Moody’s/S&P)
|
Adjusted LIBOR (Eurodollar) Spread
|
Adjusted Base Rate (ABR) Spread
|
Level I
|
B1/B+ or higher
|
4.25%
|
3.25%
|
Level II
|
B2/B
|
4.75%
|
3.75%
|
Level III
|
B3/B- or lower
|
5.50%
|
4.50%
|
•
|
during the Standstill Period:
|
◦
|
the Company must deliver certain financial and other reporting to the Lenders or their advisors, including monthly financial statements, 13-week cash flow forecasts and variance reports and certain regulatory information, and participate in various update calls with the Lenders and their advisors (the “Affirmative Covenants and Milestones”);
|
◦
|
the Company and its subsidiaries are restricted, among other matters, from (i) consummating certain asset sales and investments, (ii) making certain restricted payments with respect to the Company’s common stock and any subordinated indebtedness, (iii) engaging in sale and leaseback transactions, (iv) incurring certain liens and indebtedness, (v) reinvesting any proceeds received from certain asset sales, and (vi) without the consent of the Required Lenders at such time, (A) designating any Restricted Subsidiary as an Unrestricted Subsidiary, or otherwise creating or forming any Unrestricted Subsidiary, and/or (B) transferring any assets of the Company or any of its Restricted Subsidiaries to any Unrestricted Subsidiary, except as otherwise permitted under the Term Loan Agreements (after giving effect to the Standstill Agreement) (collectively, the “Negative Covenants”);
|
◦
|
the Company must pay a fee in an amount equal to
0.625%
of the outstanding principal of any Term Loans prepaid or repaid during the Standstill Period (other than as a result of any asset sale, condemnation event, incurrence of non-permitted indebtedness or excess cash flow);
|
◦
|
the Company must notify the Ad Hoc Group and/or such advisors before making certain payments in respect of judgments or settlements of ongoing litigation matters (a “Specified Litigation Payment”); and
|
◦
|
the Company must pay the fees and expenses of certain advisors to the Ad Hoc Group;
|
•
|
the Company and the Standstill Lenders must negotiate in good faith to enter into a comprehensive amendment of the Term Loan Agreements (the “Comprehensive Amendment”), which Comprehensive Amendment must be satisfactory in form and substance to the Required Lenders;
|
•
|
on the Effective Date, the Company paid a one-time in-kind fee in an amount equal to
1.75%
of the aggregate principal amount of the Term Loans of the Standstill Lenders outstanding on such date; and
|
•
|
the interest margins payable by the Company with respect to outstanding Term Loans (as described above) were increased by
1.50%
(
i.e.
,
150
basis points), with
0.75%
(
i.e.
,
75
basis points) of such increase payable in cash and
0.75%
(
i.e.
,
75
basis points) of such increase payable in kind.
|
(In thousands)
|
|
2019
|
|
2020
|
|
2021
|
|||||||||
Maturities of debt
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
831,938
|
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
Net (loss)
|
$
|
(82,181
|
)
|
|
$
|
(28,747
|
)
|
Net (loss) per share:
|
|
|
|
||||
Basic
|
$
|
(0.65
|
)
|
|
$
|
(0.23
|
)
|
Diluted
|
$
|
(0.65
|
)
|
|
$
|
(0.23
|
)
|
Shares used in computing net (loss) per share:
|
|
|
|
|
|
||
Weighted average basic shares outstanding
|
125,566
|
|
|
125,240
|
|
||
Dilutive securities:
|
|
|
|
|
|
||
Stock option
|
—
|
|
|
—
|
|
||
Unvested RSUs and PSUs
|
—
|
|
|
—
|
|
||
Total dilutive securities
|
—
|
|
|
—
|
|
||
Weighted average diluted shares outstanding
|
125,566
|
|
|
125,240
|
|
||
|
|
|
|
||||
Shares subject to stock options omitted from the calculation of (loss) per share as their effect would have been anti-dilutive
|
3,917
|
|
|
3,287
|
|
||
Shares subject to unvested RSUs and PSUs omitted from the calculation of (loss) per share as their effect would have been anti-dilutive
|
4,423
|
|
|
70
|
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
Revenues, net:
|
|
|
|
||||
Prescription Pharmaceuticals
|
$
|
148,015
|
|
|
$
|
164,302
|
|
Consumer Health
|
17,856
|
|
|
19,761
|
|
||
Total revenues, net
|
165,871
|
|
|
184,063
|
|
||
|
|
|
|
||||
Gross Profit:
|
|
|
|
|
|
||
Prescription Pharmaceuticals
|
45,443
|
|
|
73,508
|
|
||
Consumer Health
|
8,070
|
|
|
8,720
|
|
||
Total gross profit
|
53,513
|
|
|
82,228
|
|
||
|
|
|
|
||||
Operating expenses
|
118,996
|
|
|
107,643
|
|
||
|
|
|
|
||||
Operating (loss)
|
(65,483
|
)
|
|
(25,415
|
)
|
||
|
|
|
|
||||
Other expenses, net
|
(15,278
|
)
|
|
(10,612
|
)
|
||
|
|
|
|
||||
(Loss) before income taxes
|
$
|
(80,761
|
)
|
|
$
|
(36,027
|
)
|
|
Three Months Ended
March 31, 2019 |
|
Three Months Ended
March 31, 2018 |
||||||||
Region
|
Amount
|
|
% of Total Revenues
|
|
Amount
|
|
% of Total Revenues
|
||||
Domestic
|
$
|
164,134
|
|
|
99.0%
|
|
$
|
181,015
|
|
|
98.3%
|
Foreign
|
1,737
|
|
|
1.0%
|
|
3,048
|
|
|
1.7%
|
||
Total Revenues
|
$
|
165,871
|
|
|
100.0%
|
|
$
|
184,063
|
|
|
100.0%
|
Year ending December 31,
|
Milestone Payments
|
||
2019
|
$
|
2,159
|
|
2020
|
1,890
|
|
|
2021
|
2,650
|
|
|
2022
|
1,800
|
|
|
Total
|
$
|
8,499
|
|
Big 3 Wholesalers combined:
|
March 31,
2019 |
|
December 31,
2018 |
Percentage of gross trade accounts receivable
|
86%
|
|
86%
|
|
Three Months Ended
March 31, |
||
Big 3 Wholesalers combined:
|
2019
|
|
2018
|
Percentage of gross sales
|
84%
|
|
83%
|
|
Three Months Ended
March 31, 2019 |
|
Three Months Ended
March 31, 2018 |
||||||||
Disaggregation of net revenues by major customers
|
Net Revenue
|
|
Net Revenue %
|
|
Net Revenue
|
|
Net Revenue %
|
||||
Amerisource
|
$
|
30,096
|
|
|
18.1%
|
|
$
|
37,955
|
|
|
20.6%
|
Cardinal
|
29,761
|
|
|
17.9%
|
|
27,189
|
|
|
14.8%
|
||
McKesson
|
37,752
|
|
|
22.8%
|
|
53,221
|
|
|
28.9%
|
||
Big 3 Wholesalers combined
|
97,609
|
|
|
58.8%
|
|
118,365
|
|
|
64.3%
|
||
All Others
|
68,262
|
|
|
41.2%
|
|
65,698
|
|
|
35.7%
|
||
Total Revenues
|
165,871
|
|
|
100.0%
|
|
184,063
|
|
|
100.0%
|
|
Three Months Ended
March 31, |
||||||
|
2019
|
|
2018
|
||||
(Loss) before income taxes
|
$
|
(80,761
|
)
|
|
$
|
(36,027
|
)
|
Income tax provision (benefit)
|
1,420
|
|
|
(7,280
|
)
|
||
Net (loss)
|
$
|
(82,181
|
)
|
|
$
|
(28,747
|
)
|
|
|
|
|
||||
Income tax provision (benefit) as a percentage of (loss) before income taxes
|
(1.8
|
)%
|
|
20.2
|
%
|
|
Three Months Ended March 31, 2019
|
||
Operating lease cost
|
$
|
1,152
|
|
Amortization of finance lease assets
|
46
|
|
|
Interest on finance lease liabilities
|
7
|
|
|
Short-term lease cost
|
10
|
|
|
Total lease cost (1)
|
$
|
1,215
|
|
|
Three Months Ended March 31, 2019
|
||
Cash paid for amounts included in the measurement of lease liabilities:
|
|
||
Operating cash flows from operating leases
|
$
|
1,179
|
|
Operating cash flows from finance leases
|
5
|
|
|
Financing cash flows from finance leases
|
335
|
|
|
|
|
||
Right-of-use assets, net obtained in exchange for new lease obligations:
|
|
||
Operating lease liabilities
|
22,523
|
|
|
Finance lease liabilities
|
$
|
441
|
|
|
March 31, 2019
|
||
Right-of-use assets, net:
|
|
||
Operating leases, gross
|
$
|
22,523
|
|
Accumulated amortization
|
550
|
|
|
Operating leases, net
|
$
|
21,973
|
|
Finance leases (included in "Other non-current assets"), gross
|
75
|
|
|
Accumulated depreciation
|
5
|
|
|
Finance leases (included in "Other non-current assets"), net
|
$
|
70
|
|
Total Right-of-use assets, net
|
$
|
22,043
|
|
|
|
||
Lease liabilities:
|
|
||
Current portion of Operating lease liability
|
$
|
2,238
|
|
Long-term Operating lease liability
|
21,480
|
|
|
Total Operating lease liability
|
$
|
23,718
|
|
Current portion of Finance lease (included in "Accrued expenses and other liabilities") liability
|
$
|
19
|
|
Long-term Finance lease (included in "Pension obligations and other liabilities") liability
|
48
|
|
|
Total Finance lease liability
|
$
|
67
|
|
Total Lease liabilities
|
$
|
23,785
|
|
|
March 31, 2019
|
|
Weighted-average remaining lease terms:
|
|
|
Operating leases
|
8.92
|
|
Finance leases
|
3.33
|
|
|
|
|
Weighted-average discount rates:
|
|
|
Operating leases
|
10.01
|
%
|
Finance leases
|
5.50
|
%
|
Year ending December 31,
|
Operating leases
|
|
Finance leases
|
||||
2019 (last nine months of 2019)
|
$
|
3,332
|
|
|
$
|
16
|
|
2020
|
4,531
|
|
|
22
|
|
||
2021
|
4,357
|
|
|
22
|
|
||
2022
|
3,990
|
|
|
13
|
|
||
2023
|
3,323
|
|
|
—
|
|
||
2024 and thereafter
|
17,294
|
|
|
—
|
|
||
Total lease payments (1)
|
$
|
36,827
|
|
|
$
|
73
|
|
Less: Imputed interest
|
$
|
13,109
|
|
|
$
|
6
|
|
Total lease liabilities
|
$
|
23,718
|
|
|
$
|
67
|
|
Year ending December 31,
|
Operating leases
|
||
2019
|
$
|
4,564
|
|
2020
|
4,647
|
|
|
2021
|
4,283
|
|
|
2022
|
3,724
|
|
|
2023
|
2,673
|
|
|
2024 and thereafter
|
6,976
|
|
|
Total lease payments
|
$
|
26,867
|
|
•
|
There are material uncertainties and risks associated with damage claims from the Fresenius parties' and Akorn's shareholders as a result of the termination of the April 2017 Merger Agreement.
|
◦
|
The litigations may involve significant defense costs and indemnification liabilities and may result in significant monetary judgments against Akorn, which may adversely affect our business, financial condition and results of operations;
|
◦
|
The litigations, whether or not resolved favorably, may damage our long-term reputation, attract adverse media coverage, interfere with our relationships with key stakeholders and/or interfere with our ability to attract and retain employees; and
|
◦
|
The litigations may divert the attention of our employees and management, which may affect our business operations.
|
•
|
Our growth depends on our ability to timely and efficiently develop and successfully launch and market new pharmaceutical products.
|
•
|
Business interruptions at our manufacturing facilities can have a material adverse effect on our business, financial position and results of operations.
|
•
|
A significant portion of our revenues are generated through the sale of products manufactured by third parties, the loss or failure of any of which may have a material adverse effect on our business, financial position and results of operations.
|
•
|
We depend on a small number of wholesalers to distribute our products, the loss of any of which could have a material adverse effect on our business.
|
•
|
We may be subject to significant disruptions or failures in our information technology systems and network infrastructures that could have a material adverse effect on our business.
|
•
|
We depend on our employees and must continue to attract and retain key personnel in order to be successful, and failure to do so hinders successful execution of our business and development plans.
|
•
|
We are involved in legal proceedings and governmental investigations from time to time, any of which may result in substantial losses, government enforcement actions, damage to our business and reputation and place a strain on our internal resources.
|
•
|
Charges to earnings resulting from acquisitions could have a material adverse effect on our business, financial position and results of operations.
|
•
|
As a result of a jury finding John N. Kapoor, Ph.D., guilty in a federal criminal case, OIG-HHS’s permissive exclusion rules could lead to the Company’s exclusion from participating in U.S. government healthcare programs, which could have a material adverse effect on our business, financial condition and results of operations.
|
•
|
John N. Kapoor's, Ph.D., involvement with the Company through his stock ownership and his right to nominate up to three directors could have an adverse effect on the price of our common stock and have substantial influence over our business strategies and policies.
|
•
|
Many of the raw materials and components used in our products come from a single source, the loss of any of which could have a material adverse effect on our business.
|
•
|
Sales of our products may be adversely affected by further consolidation of our customer base, which may have a material adverse effect on our business, financial position and results of operations.
|
•
|
Our branded products may become subject to increased generic competition.
|
•
|
Changes in technology could render our products obsolete.
|
•
|
We are subject to extensive government regulations. When regulations change or we fall out of compliance, we can face increased costs, additional obligations, fines, or halts to our operations.
|
•
|
Our inability to timely and adequately address FDA warning letter and OAI facility status may adversely affect our business.
|
•
|
Changes in healthcare law and policy may adversely affect our business and results of operations.
|
•
|
The FDA may require us to stop marketing certain unapproved drugs, which could have a material adverse effect on our business, financial position and results of operations.
|
•
|
Any failure to comply with the complex reporting and payment obligations under Medicare, Medicaid and other government programs may result in litigation or sanctions.
|
•
|
Failure to comply with the U.S. Foreign Corrupt Practices Act could subject us to, among other things, penalties and legal expenses that could harm our reputation and have a material adverse effect on our business, financial condition and operating results.
|
•
|
The FDA may authorize sales of some prescription pharmaceuticals on a non-prescription basis, which may reduce the profitability of our prescription products.
|
•
|
We may not be able to extend or replace the JPM Revolving Facility.
|
•
|
Events of default may occur under our debt instruments. If events of default occur and lenders under these debt instruments accelerate the obligations thereunder we may not be able to repay the obligations that become immediately due and the holders of our debt instruments may seek to assert their rights under the debt instruments.
|
•
|
Our indebtedness reduces our financial and operating flexibility.
|
•
|
We may not generate cash flow sufficient to pay interest and make required principal repayments on our Term Loans.
|
•
|
We may need to obtain additional capital to grow our business, which could restrict our ability to operate in a manner we deem to be in our best interest.
|
•
|
Third parties may claim that we infringe their proprietary rights and may prevent or delay us from manufacturing and selling some of our new products.
|
•
|
Our patents and proprietary rights may be challenged, circumvented or otherwise compromised by competitors, which may result in our protected products losing their market exclusivity and becoming subject to generic competition before their patents expire.
|
•
|
The issuance of shares related to the Company’s various stock plans may have a substantial dilutive effect on our common stock.
|
•
|
Our announced stock repurchase program could affect the price of our common stock and increase volatility and may be suspended or terminated at any time, which may result in a decrease in the trading price of our common stock.
|
•
|
We may issue preferred stock and the terms of such preferred stock may reduce the market value of our common stock.
|
•
|
The Standstill Agreement with our lenders requires us to observe certain covenants, which creates material uncertainties and risks to our growth and business outlook, and any failure to comply with the Standstill Agreement could result in an event of default under the Term Loan Agreements and render us insolvent.
|
•
|
Pursuant to the terms of the Standstill Agreement, the Company must enter into a comprehensive amendment of the Term Loan Agreements (a “Comprehensive Amendment”) that is satisfactory in form and substance to the lenders. If the Company does not enter into such a Comprehensive Amendment by December 13, 2019, an event of default will occur under the Term Loan Agreements which, if not waived, could materially affect the Company’s business, financial position and results of operations, and could render us insolvent.
|
•
|
The Standstill Agreement requires the Company to pay certain fees and expenses and provides for an increased interest margin, which may negatively impact the Company’s financial condition.
|
•
|
Risks related to the sale of our India manufacturing facility.
|
|
Three Months Ended
March 31, |
||||||||||||
|
2019
|
|
2018
|
||||||||||
|
Amount
|
|
% of
Revenue |
|
Amount
|
|
% of
Revenue |
||||||
Revenues, net:
|
|
|
|
|
|
|
|
|
|
|
|
||
Prescription Pharmaceuticals
|
$
|
148,015
|
|
|
89.2
|
%
|
|
$
|
164,302
|
|
|
89.3
|
%
|
Consumer Health
|
17,856
|
|
|
10.8
|
%
|
|
19,761
|
|
|
10.7
|
%
|
||
Total revenues, net
|
165,871
|
|
|
100.0
|
%
|
|
184,063
|
|
|
100.0
|
%
|
||
Gross profit:
|
|
|
|
|
|
|
|
|
|
|
|
||
Prescription Pharmaceuticals
|
45,443
|
|
|
30.7
|
%
|
|
73,508
|
|
|
44.7
|
%
|
||
Consumer Health
|
8,070
|
|
|
45.2
|
%
|
|
8,720
|
|
|
44.1
|
%
|
||
Total gross profit
|
53,513
|
|
|
32.3
|
%
|
|
82,228
|
|
|
44.7
|
%
|
||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||
Selling, general and administrative expenses
|
72,498
|
|
|
43.7
|
%
|
|
62,994
|
|
|
34.2
|
%
|
||
Research and development expenses
|
8,714
|
|
|
5.3
|
%
|
|
12,644
|
|
|
6.9
|
%
|
||
Amortization of intangibles
|
11,065
|
|
|
6.7
|
%
|
|
13,190
|
|
|
7.2
|
%
|
||
Impairment of goodwill
|
15,955
|
|
|
9.6
|
%
|
|
—
|
|
|
—
|
%
|
||
Impairment of intangible assets
|
10,354
|
|
|
6.2
|
%
|
|
18,815
|
|
|
10.2
|
%
|
||
Litigation rulings and settlements
|
410
|
|
|
0.2
|
%
|
|
—
|
|
|
—
|
%
|
||
Operating (loss)
|
$
|
(65,483
|
)
|
|
(39.5
|
)%
|
|
$
|
(25,415
|
)
|
|
(13.8
|
)%
|
Other expense, net
|
(15,278
|
)
|
|
(9.2
|
)%
|
|
(10,612
|
)
|
|
(5.8
|
)%
|
||
(Loss) before income taxes
|
(80,761
|
)
|
|
(48.7
|
)%
|
|
(36,027
|
)
|
|
(19.6
|
)%
|
||
Income tax provision (benefit)
|
1,420
|
|
|
0.9
|
%
|
|
(7,280
|
)
|
|
(4.0
|
)%
|
||
Net (loss)
|
$
|
(82,181
|
)
|
|
(49.5
|
)%
|
|
$
|
(28,747
|
)
|
|
(15.6
|
)%
|
•
|
consummating certain asset sales and investments;
|
•
|
making certain restricted payments with respect to the Company’s common stock and any subordinated indebtedness;
|
•
|
engaging in sale and leaseback transactions;
|
•
|
incurring certain liens and indebtedness;
|
•
|
reinvesting any proceeds received from certain asset sales; and
|
•
|
designating any restricted subsidiary as an unrestricted subsidiary, or otherwise creating or forming any unrestricted subsidiary, and/or transferring any assets of the Company or any of its restricted subsidiaries to any unrestricted subsidiary, except as otherwise permitted under the Term Loan Agreements (after giving effect to the Standstill Agreement).
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
AKORN, INC.
|
|
/s/ DUANE A. PORTWOOD
|
Duane A. Portwood
|
Chief Financial Officer
|
(on behalf of the registrant and as its
Principal Financial Officer)
|
1 Year Akorn Chart |
1 Month Akorn Chart |
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