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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Impax Laboratories, Inc. (delisted) | NASDAQ:IPXL | 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% | 18.30 | 18.30 | 18.55 | 0 | 01:00:00 |
☒
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended
December 31, 2017
|
Impax Laboratories, Inc.
|
||
(Exact name of registrant as specified in its charter)
|
||
|
||
Delaware
|
|
65-0403311
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
30831 Huntwood Avenue, Hayward, CA
|
|
94544
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Title of each class
|
|
Name of each exchange on which registered:
|
Common Stock, par value $0.01 per share
|
|
The NASDAQ Stock Market LLC
|
Large accelerated filer ☒
|
Accelerated filer ☐
|
Non-accelerated filer ☐
|
Smaller reporting company ☐
|
Emerging growth company ☐
|
|
Forward-Looking Statements
|
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PART I.
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Item 1.
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Business
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Item 1A.
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Risk Factors
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Item 1B.
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Unresolved Staff Comments
|
|
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Item 2.
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Properties
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|
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Item 3.
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Legal Proceedings
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Item 4.
|
Mine Safety Disclosures
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PART II.
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|
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Item 5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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|
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Item 6.
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Selected Financial Data
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Item 7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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Item 7A.
|
Quantitative and Qualitative Disclosures about Market Risk
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Item 8.
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Financial Statements and Supplementary Data
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Item 9.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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Item 9A.
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Controls and Procedures
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Item 9B.
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Other Information
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PART III.
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Item 10.
|
Directors, Executive Officers and Corporate Governance
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Item 11.
|
Executive Compensation
|
|
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
|
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Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
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|
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Item 14.
|
Principal Accounting Fees and Services
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|
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PART IV.
|
|
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Item 15.
|
Exhibits and Financial Statement Schedules
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SIGNATURES
|
|
||
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|
|
|
EXHIBIT INDEX
|
|
•
|
Board Representation
. Following the Closing, the board of directors of New Amneal (the “New Amneal Board”) will consist of no more than 13 directors, subject to increase for a Qualifying Investor (as defined below). If an Executive Event (as defined below) has occurred, the New Amneal Board will consist of 11 members, subject to increase for a Qualifying Investor. Immediately following the Closing, the New Amneal Board will consist of (i) seven directors (the “Amneal Directors”) designated by Amneal Holdings, LLC (the “Amneal Group Representative”), including the co-chairmen of the New Amneal Board, Chirag Patel and Chintu Patel, unless an Executive Event has occurred, in which case the number of Amneal Directors will be six and (ii) five directors (the “Non-Amneal Directors”) designated by us, including Paul M. Bisaro, our current President and Chief Executive Officer, four directors from our board that meet the NYSE independence requirements (including Robert L. Burr, our current Chairman of our board who will serve as Lead Independent Director) and unless and Executive Event has occurred, Robert A. Stewart, Amneal’s current President and Chief Executive Officer, who will also serve as President and Chief Executive Officer of New Amneal after the Closing. “Executive Event” means the failure of Robert A. Stewart to be serving as the President of Amneal as of immediately prior to the Closing, including by reason of his death, resignation, retirement, disqualification, removal from office or other cause.
|
•
|
Conflicts Committee.
Until the Amneal Group Members beneficially own less than 10% of the New Amneal Shares, the New Amneal Board will have a Conflicts Committee comprised solely of independent directors to provide leadership and guidance to the New Amneal Board and New Amneal regarding potential conflicts of interest between New Amneal and any Amneal Group Member, including with respect to related party transactions.
|
•
|
Integration Committee.
For at least two years following the Closing, the New Amneal Board will have an Integration Committee comprised of Chirag Patel, Chintu Patel, the current Co-Chief Executive Officers and Co-Chairmen of Amneal, and Paul M. Bisaro, our current President and Chief Executive Officer, which will serve as an advisory committee to management to provide input in connection with the integration of our company and Amneal.
|
•
|
Chief Executive Officer
. Robert A. Stewart will be the Chief Executive Officer of New Amneal, unless an Executive Event has occurred. If an Executive Event has occurred, Paul M. Bisaro will be the Chief Executive Officer of New Amneal following the Closing.
|
•
|
Executive Chairman
. Paul M. Bisaro, our current President and Chief Executive Officer, will be the Executive Chairman of New Amneal following the Closing. For 18 months following the Closing, the removal of Mr. Bisaro as the Executive Chairman (or as CEO if an Executive Event has occurred) will require the approval of (i) a majority of the New Amneal Board and a majority of the Non-Amneal Directors (other than Mr. Bisaro).
|
•
|
Standstill Provisions
. The Amneal Group Members will be subject to customary standstill provisions, subject to certain exceptions, until the earlier of (i) the third anniversary of the Closing Date and (ii) such time when the Amneal Group Members beneficially own less than 20% of the outstanding shares of the New Amneal Shares.
|
•
|
Amneal Buyout Transactions
. Any proposal by an Amneal Group Member to acquire all outstanding New Amneal Shares held by all other stockholders (other than other Amneal Group Members) must be approved by the Conflicts Committee and, as long as the Amneal Group Members beneficially own 37.5% of the outstanding shares of Holdco Common Stock, be subject to a non-waivable condition that a majority of the voting power of the outstanding shares of Holdco Common Stock held by such other stockholders approve the transaction.
|
•
|
Transfer Restrictions
. At any time, an Amneal Group Member may transfer shares of New Amneal Shares to an affiliate. For the period of 180 days following the closing (the “Lock-Up Period”), no Amneal Group Member may transfer any shares of New Amneal Shares, unless with the prior written consent of the Conflicts Committee, subject to certain exceptions. Following the expiration of the Lock-Up Period, Amneal Group Members may transfer New Amneal Shares pursuant to an effective registration statement, or in transactions exempt from or not subject to registration requirements, subject to certain customary restrictions; provided, without the approval of the Conflicts Committee, Amneal Group Members will be prohibited from making transfers of New Amneal Shares (i) if after such transfer, such transferee or group of transferees would own more than 15% of the voting power of the outstanding New Amneal Shares, or (ii) to any person or group who, prior to such transfer, beneficially owned 15% or more of the outstanding New Amneal Shares.
|
•
|
107
ANDAs approved by the U.S. Food and Drug Administration (“FDA”), including
two
tentatively approved (i.e., satisfying substantive FDA requirements but remaining subject to statutory restrictions). In addition, we have rights to market and/or share in profits to
18
approved ANDAs held by our third party alliance partners. The approved ANDAs (including those held by our partners) include generic versions of brand name pharmaceuticals such as Adderall XR®, Lofibra®, Opana ER® (NDA 021610), Pulmicort Respules® and Solaraze®.
|
•
|
17
applications pending at the FDA that represent approximately
$14 billion
in
2017
U.S. product sales.
|
•
|
A number of products in various stages of development for which applications have not yet been filed.
|
•
|
the “Impax Generics sales channel" for sales of generic prescription products we sell directly to wholesalers, large retail drug chains, and others;
|
•
|
the “Private Label sales channel" for generic pharmaceutical over-the-counter (“OTC”) and prescription products we sell to unrelated third party customers who in-turn sell the product to third parties under their own label;
|
•
|
the “Rx Partner sales channel" for generic prescription products sold through unrelated third-party pharmaceutical entities under their own label pursuant to alliance agreements; and
|
•
|
the “OTC Partner sales channel" for sales of generic pharmaceutical OTC products sold through unrelated third-party pharmaceutical entities under their own label pursuant to alliance agreements.
|
Product
|
|
Generic of
|
Apixaban Tablets 2.5, 5 mg
|
|
Eliquis®
|
Carvedilol Phosphate ER Capsules 10, 20, 40, 80 mg
|
|
Coreg CR®
|
Colesevelam Tablets 625 mg
|
|
Welchol®
|
Dimethyl Fumarate DR Capsules 120, 240mg
|
|
Tecfidera®
|
Fentanyl Buccal Tablet 100, 200, 400, 600, 800 mcg
|
|
Fentora®
|
Mixed Amphetamine Salts ER Capsules 5, 10, 15, 20, 25, 30 mg
|
|
Adderall XR®
|
Oxycodone ER Tablets (new formulation) 10, 15, 20, 30, 40, 60, 80 mg
|
|
Oxycontin®
|
Risedronate Sodium DR Tablets 35 mg
|
|
Atelvia®
|
Teriflunomide Tablets 14 mg
|
|
Aubagio®
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
(in thousands)
|
|
|
|
|
|
|||||||||||||||
Gross Revenue and % Gross Revenue
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Rx Partner
|
$
|
22,674
|
|
|
1
|
%
|
|
$
|
14,339
|
|
|
1
|
%
|
|
$
|
9,307
|
|
|
1
|
%
|
OTC Partner
|
$
|
196
|
|
|
*
|
|
|
$
|
225
|
|
|
*
|
|
|
$
|
1,744
|
|
|
1
|
%
|
•
|
the ability to introduce generic versions of products promptly after a patent expires;
|
•
|
price;
|
•
|
product quality;
|
•
|
customer service (including maintenance of inventories for timely delivery); and
|
•
|
the ability to identify and market niche products.
|
Year Ended December 31, 2017
|
Impax
Generics |
|
Impax Specialty
Pharma |
|
Total
Impax |
||||||
Clinical study expenses
|
$
|
9.0
|
|
|
$
|
1.7
|
|
|
$
|
10.7
|
|
Personnel expenses
|
24.8
|
|
|
8.0
|
|
|
32.8
|
|
|||
Experimental materials
|
4.7
|
|
|
0.1
|
|
|
4.8
|
|
|||
Outside services
|
7.6
|
|
|
4.2
|
|
|
11.8
|
|
|||
Facility expenses
|
3.6
|
|
|
0.5
|
|
|
4.1
|
|
|||
Legal expenses
|
0.5
|
|
|
0.2
|
|
|
0.7
|
|
|||
Other
|
13.1
|
|
|
2.8
|
|
|
15.9
|
|
|||
Total
|
$
|
63.3
|
|
|
$
|
17.5
|
|
|
$
|
80.8
|
|
Year Ended December 31, 2016
|
Impax
Generics |
|
Impax
Specialty Pharma |
|
Total
Impax |
||||||
Clinical study expenses
|
$
|
11.1
|
|
|
$
|
2.4
|
|
|
$
|
13.5
|
|
Personnel expenses
|
25.0
|
|
|
10.8
|
|
|
35.8
|
|
|||
Experimental materials
|
6.1
|
|
|
—
|
|
|
6.1
|
|
|||
Outside services
|
7.1
|
|
|
3.3
|
|
|
10.4
|
|
|||
Facility expenses
|
3.7
|
|
|
0.5
|
|
|
4.2
|
|
|||
Legal expenses
|
0.1
|
|
|
0.2
|
|
|
0.3
|
|
|||
Other
|
9.1
|
|
|
1.1
|
|
|
10.2
|
|
|||
Total
|
$
|
62.2
|
|
|
$
|
18.3
|
|
|
$
|
80.5
|
|
Year Ended December 31, 2015
|
Impax
Generics |
|
Impax
Specialty Pharma |
|
Total
Impax |
||||||
Clinical study expenses
|
$
|
4.6
|
|
|
$
|
0.8
|
|
|
$
|
5.4
|
|
Personnel expenses
|
28.6
|
|
|
10.0
|
|
|
38.6
|
|
|||
Experimental materials
|
4.3
|
|
|
—
|
|
|
4.3
|
|
|||
Outside services
|
5.8
|
|
|
4.5
|
|
|
10.3
|
|
|||
Facility expenses
|
4.2
|
|
|
0.4
|
|
|
4.6
|
|
|||
Legal expenses
|
0.4
|
|
|
0.2
|
|
|
0.6
|
|
|||
Other
|
4.6
|
|
|
2.2
|
|
|
6.8
|
|
|||
Total
|
$
|
52.5
|
|
|
$
|
18.1
|
|
|
$
|
70.6
|
|
•
|
Laboratory and clinical tests;
|
•
|
Submission of an Investigational New Drug (“IND”) application, which must become effective before clinical studies may begin;
|
•
|
Adequate and well-controlled human clinical studies to establish the safety and efficacy of the proposed product for its intended use;
|
•
|
Submission of a NDA containing the results of the preclinical tests and clinical studies establishing the safety and efficacy of the proposed product for its intended use, as well as extensive data addressing such matters such as manufacturing and quality assurance;
|
•
|
Scale-up to commercial manufacturing; and
|
•
|
FDA approval of a NDA.
|
•
|
proprietary processes or delivery systems;
|
•
|
greater resources in the area of research and development and marketing;
|
•
|
larger or more efficient production capabilities;
|
•
|
more expertise in a particular therapeutic area;
|
•
|
more expertise in preclinical testing and human clinical trials;
|
•
|
more experience in obtaining required regulatory approvals, including FDA approval;
|
•
|
more breadth of products; or
|
•
|
more experience in developing new drugs and financial resources, particularly with regard to brand manufacturers.
|
•
|
obtain FDA approval of our products;
|
•
|
successfully launch and market new products;
|
•
|
prevail in patent infringement litigation in which we are involved;
|
•
|
continue to generate or obtain sufficient capital on acceptable terms to fund our operations; and
|
•
|
comply with the many complex governmental regulations that deal with virtually every aspect of our business activities.
|
•
|
incur additional debt, guarantee other obligations or grant liens on our assets;
|
•
|
make certain loans or investments;
|
•
|
undertake certain acquisitions, mergers or consolidations, or dispose of assets;
|
•
|
make optional payments or modify certain debt instruments;
|
•
|
pay dividends or other payments on our capital stock, enter into arrangements that restrict our and our restricted subsidiaries’ ability to pay dividends or grant liens; or
|
•
|
engage in certain transactions with our affiliates.
|
•
|
increasing our vulnerability to adverse economic and industry conditions;
|
•
|
limiting our ability to obtain additional financing;
|
•
|
requiring the dedication of a substantial portion of our cash flow from operations to service our indebtedness, thereby reducing the amount of our cash flow available for other purposes;
|
•
|
limiting our flexibility in planning for, or reacting to, changes in our business;
|
•
|
dilution experienced by our existing stockholders as a result of the conversion of the convertible notes into shares of common stock; and
|
•
|
placing us at a possible competitive disadvantage with less leveraged competitors and competitors that may have better access to capital resources.
|
•
|
the availability of alternative products from our competitors;
|
•
|
the prices of our products relative to those of our competitors;
|
•
|
the timing of our market entry;
|
•
|
the ability to market our products effectively at the retail level;
|
•
|
the perception of patients and the healthcare community, including third-party payors, regarding the safety, efficacy and benefits of our drug products compared to those of competing products; and
|
•
|
the acceptance of our products by government and private formularies.
|
•
|
delays in patient enrollment, and variability in the number and types of patients available for clinical trials;
|
•
|
regulators or institutional review boards may not allow us to commence or continue a clinical trial;
|
•
|
our inability, or the inability of our partners, to manufacture or obtain from third parties materials sufficient to complete our clinical trials;
|
•
|
delays or failure in reaching agreement on acceptable clinical trial contracts or clinical trial protocols with prospective clinical trial sites;
|
•
|
risks associated with trial design, which may result in a failure of the trial to show statistically significant results even if the product candidate is effective;
|
•
|
difficulty in maintaining contact with patients after treatment commences, resulting in incomplete data;
|
•
|
poor effectiveness of product candidates during clinical trials;
|
•
|
safety issues, including adverse events associated with product candidates;
|
•
|
the failure of patients to complete clinical trials due to adverse side effects, dissatisfaction with the product candidate, or other reasons;
|
•
|
governmental or regulatory delays or changes in regulatory requirements, policy and guidelines; and
|
•
|
varying interpretation of data by the FDA or foreign regulatory authorities.
|
•
|
greater possibility for disruption due to transportation or communication problems;
|
•
|
the relative instability of some foreign governments and economies;
|
•
|
interim price volatility based on labor unrest, materials or equipment shortages, export duties, restrictions on the transfer of funds, or fluctuations in currency exchange rates; and
|
•
|
uncertainty regarding recourse to a dependable legal system for the enforcement of contracts and other rights.
|
•
|
suspend or debar the contractor from doing business with the government or a specific government agency;
|
•
|
terminate existing contracts, in whole or in part, for any reason or no reason;
|
•
|
reduce the scope and value of contracts;
|
•
|
change certain terms and conditions in contracts;
|
•
|
claim rights to products, including intellectual property, developed under the contract;
|
•
|
take actions that result in a longer development timeline than expected;
|
•
|
direct the course of a development program in a manner not chosen by the government contractor;
|
•
|
audit and object to the contractor’s contract-related costs and fees, including allocated indirect costs; and
|
•
|
control and potentially prohibit the export of the contractor’s products.
|
•
|
any of our future processes or products will be patentable;
|
•
|
our processes or products will not infringe upon the patents of third parties; or
|
•
|
we will have the resources to defend against charges of patent infringement by third parties or to protect our own rights against infringement by third parties.
|
•
|
we and are our stockholders would not realize the anticipated benefits of the Combination, including any anticipated synergies from combining the two companies;
|
•
|
we may be required to pay a termination fee of $45.0 million if the Business Combination Agreement is terminated in accordance with the specified terms thereof;
|
•
|
we may be required to reimburse Amneal for all reasonable out-of-pocket fees and expenses incurred by Amneal in connection with the Business Combination Agreement and the Combination up to a maximum of $15.0 million in the event that we fail to receive the required approval from our stockholders; and
|
•
|
the trading price of our shares may experience increased volatility to the extent that the current market prices reflect a market assumption that the Combination will be completed.
|
•
|
the inability to successfully integrate the two businesses, including operations, technologies, products and services, in a manner that permits us, Amneal or New Amneal to achieve the cost savings and operating synergies anticipated to result from the Combination, which could result in the anticipated benefits of the Combination not being realized partly or wholly in the time frame currently anticipated or at all;
|
•
|
the loss of sales and customers as a result of certain customers of either or both of the two businesses deciding not to continue to do business with us or Amneal, or deciding to decrease their amount of business in order to reduce their reliance on a single company;
|
•
|
the necessity of coordinating geographically separated organizations, systems and facilities;
|
•
|
potential unknown liabilities and unforeseen expenses, delays or regulatory conditions associated with the Combination;
|
•
|
the integration of personnel with diverse business backgrounds and business cultures, while maintaining focus on providing consistent, high-quality products and services;
|
•
|
the consolidation and rationalization of information technology platforms and administrative infrastructures as well as accounting systems and related financial reporting activities;
|
•
|
the potential weakening of established relationships with regulators; and
|
•
|
the challenge of preserving important relationships of both us and Amneal and resolving potential conflicts that may arise.
|
Location
|
|
Owned
|
|
Leased
|
|
Total
|
|
Function
|
|||
Hayward, CA
|
|
35,000
|
|
|
—
|
|
|
35,000
|
|
|
Research & development
|
Hayward, CA
|
|
50,000
|
|
|
—
|
|
|
50,000
|
|
|
Manufacturing
|
Hayward, CA
|
|
19,000
|
|
|
—
|
|
|
19,000
|
|
|
Administration & lab
|
Hayward, CA
|
|
13,300
|
|
|
—
|
|
|
13,300
|
|
|
Manufacturing support
|
Hayward, CA
|
|
—
|
|
|
76,180
|
|
|
76,180
|
|
|
Warehouse & lab
|
Hayward, CA
|
|
—
|
|
|
45,000
|
|
|
45,000
|
|
|
Corporate offices
|
Hayward, CA
|
|
—
|
|
|
88,677
|
|
|
88,677
|
|
|
Manufacturing & lab
|
California Properties
|
|
117,300
|
|
|
209,857
|
|
|
327,157
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Fort Washington, PA
|
|
—
|
|
|
47,379
|
|
|
47,379
|
|
|
Administration
|
|
|
|
|
|
|
|
|
|
|||
Middlesex, NJ
|
|
—
|
|
|
37,500
|
|
|
37,500
|
|
|
Manufacturing **
|
Middlesex, NJ
|
|
—
|
|
|
18,593
|
|
|
18,593
|
|
|
Packaging **
|
Middlesex, NJ
|
|
—
|
|
|
816
|
|
|
816
|
|
|
Research & development **
|
Middlesex, NJ
|
|
—
|
|
|
32,516
|
|
|
32,516
|
|
|
Administration **
|
Bridgewater, NJ
|
|
—
|
|
|
32,806
|
|
|
32,806
|
|
|
Administration
|
New Jersey Properties
|
|
—
|
|
|
122,231
|
|
|
122,231
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Taiwan
|
|
—
|
|
|
397,917
|
|
|
397,917
|
|
|
Manufacturing *
|
Totals
|
|
117,300
|
|
|
777,384
|
|
|
894,684
|
|
|
|
|
Price Range
per Share |
||||||
|
High
|
|
Low
|
||||
Year Ended December 31, 2017
|
|
|
|
||||
First Quarter
|
$
|
15.05
|
|
|
$
|
7.75
|
|
Second Quarter
|
$
|
17.95
|
|
|
$
|
11.85
|
|
Third Quarter
|
$
|
25.70
|
|
|
$
|
14.65
|
|
Fourth Quarter
|
$
|
22.45
|
|
|
$
|
15.60
|
|
|
|
|
|
||||
Year Ended December 31, 2016
|
|
|
|
||||
First Quarter
|
$
|
43.16
|
|
|
$
|
29.66
|
|
Second Quarter
|
$
|
37.20
|
|
|
$
|
27.62
|
|
Third Quarter
|
$
|
32.20
|
|
|
$
|
20.97
|
|
Fourth Quarter
|
$
|
24.47
|
|
|
$
|
12.28
|
|
Period
|
|
Total Number of
Shares (or Units) Purchased(1) |
|
Average Price
Paid Per Share (or Unit) |
|
Total
Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs |
|
Maximum Number
(or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs |
|||||
October 1, 2017 to October 31, 2017
|
|
78,790
|
|
|
$
|
19.74
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|||||
November 1, 2017 to November 30, 2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|||||
December 1, 2017 to December 31, 2017
|
|
597
|
|
|
$
|
12.15
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|||||
Total
|
|
79,387
|
|
|
$
|
19.69
|
|
|
—
|
|
|
—
|
|
(1)
|
Represents shares of our common stock that were repurchased to settle employee tax withholding obligations upon the vesting of shares of restricted stock and/or exercise of stock options pursuant to the terms of our Fourth Amended and Restated 2002 Equity Incentive Plan (the “2002 Plan”).
|
|
|
Number of
Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights |
|
Weighted Average
Exercise Price of Outstanding Options, Warrants and Rights |
|
Number of
Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities reflected in Column (a) |
|
||||
Plan Category
|
|
(a)
|
|
(b)
|
|
(c)
|
|
||||
Equity compensation plans approved by security holders
|
|
2,324,997
|
|
(1)
|
$
|
20.43
|
|
|
1,932,375
|
|
(1)
|
Equity compensation plans not approved by security holders
|
|
850,000
|
|
(2)
|
12.70
|
|
|
—
|
|
|
|
Total:
|
|
3,174,997
|
|
|
$
|
18.36
|
|
|
1,932,375
|
|
|
(1)
|
Represents options issued pursuant to the 2002 Plan. There were 296,921 available for issuance under the 1999 Plan, however, we have ceased granting equity awards under this plan.
|
(2)
|
Represents 850,000 options issued to Paul Bisaro, our President and Chief Executive Officer appointed in March 2017 in accordance with NASDAQ's employment inducement grant exemption.
|
(In thousands, except per share data)
|
Years Ended December 31,
|
||||||||||||||||||
Statements of Operations Data:
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Total revenues
|
$
|
775,787
|
|
|
$
|
824,429
|
|
|
$
|
860,469
|
|
|
$
|
596,049
|
|
|
$
|
511,502
|
|
Research and development
|
80,846
|
|
|
80,466
|
|
|
70,622
|
|
|
78,642
|
|
|
68,854
|
|
|||||
Total operating expenses
|
546,491
|
|
|
343,080
|
|
|
282,836
|
|
|
223,837
|
|
|
205,687
|
|
|||||
(Loss) income from operations
|
(402,692
|
)
|
|
(494,182
|
)
|
|
69,568
|
|
|
88,816
|
|
|
(6,387
|
)
|
|||||
Net (loss) income
|
(469,287
|
)
|
|
(472,031
|
)
|
|
38,997
|
|
|
57,353
|
|
|
101,259
|
|
|||||
Net (loss) income per share — basic
|
$
|
(6.53
|
)
|
|
$
|
(6.63
|
)
|
|
$
|
0.56
|
|
|
$
|
0.84
|
|
|
$
|
1.51
|
|
Net (loss) income per share — diluted
|
$
|
(6.53
|
)
|
|
$
|
(6.63
|
)
|
|
$
|
0.54
|
|
|
$
|
0.81
|
|
|
$
|
1.47
|
|
(In thousands)
|
As of December 31,
|
||||||||||||||||||
Balance Sheet Data:
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
Cash, cash equivalents and short-term investments
|
$
|
181,778
|
|
|
$
|
180,133
|
|
|
$
|
340,351
|
|
|
$
|
414,856
|
|
|
$
|
413,133
|
|
Working capital
|
341,317
|
|
|
309,817
|
|
|
495,312
|
|
|
516,927
|
|
|
505,852
|
|
|||||
Total assets
|
1,351,300
|
|
|
1,823,018
|
|
|
1,922,487
|
|
|
1,079,197
|
|
|
996,923
|
|
|||||
Long-term debt
|
769,524
|
|
|
813,545
|
|
|
424,595
|
|
|
—
|
|
|
—
|
|
|||||
Total liabilities
|
1,164,099
|
|
|
1,199,044
|
|
|
860,078
|
|
|
191,320
|
|
|
186,720
|
|
|||||
Retained (deficit) earnings
|
(372,445
|
)
|
|
98,192
|
|
|
570,223
|
|
|
531,226
|
|
|
473,873
|
|
|||||
Total stockholders’ equity
|
187,201
|
|
|
623,974
|
|
|
1,062,409
|
|
|
887,877
|
|
|
810,203
|
|
•
|
the
“Impax Generics sales channel”
for sales of generic prescription products we sell directly to wholesalers, large retail drug chains, and others;
|
•
|
the
“Private Label Product sales channel”
for generic pharmaceutical over-the-counter and prescription products we sell to unrelated third-party customers who in-turn sell the product to third parties under their own label;
|
•
|
the
“Rx Partner sales channel”
for generic prescription products sold through unrelated third-party pharmaceutical entities under their own label pursuant to alliance agreements; and
|
•
|
the
“OTC Partner sales channel”
for sales of generic pharmaceutical over-the-counter products sold through unrelated third-party pharmaceutical entities under their own label pursuant to alliance agreements.
|
|
Year Ended December 31,
|
|
Increase / (Decrease)
|
|||||||||||
|
2017
|
|
2016
|
|
Dollars
|
|
Percentage
|
|||||||
Total revenues
|
$
|
775,787
|
|
|
$
|
824,429
|
|
|
$
|
(48,642
|
)
|
|
(6
|
)%
|
Gross profit (loss)
|
143,799
|
|
|
(151,102
|
)
|
|
294,901
|
|
|
*
|
|
|||
(Loss) income from operations
|
(402,692
|
)
|
|
(494,182
|
)
|
|
91,490
|
|
|
(19
|
)%
|
|||
(Loss) income before income taxes
|
(450,961
|
)
|
|
(576,325
|
)
|
|
125,364
|
|
|
(22
|
)%
|
|||
Provision for (benefit from) income taxes
|
18,326
|
|
|
(104,294
|
)
|
|
122,620
|
|
|
*
|
|
|||
Net (loss) income
|
$
|
(469,287
|
)
|
|
$
|
(472,031
|
)
|
|
$
|
2,744
|
|
|
(1
|
)%
|
|
Year Ended December 31,
|
|
Increase / (Decrease)
|
|||||||||||
|
2017
|
|
2016
|
|
Dollars
|
|
Percentage
|
|||||||
Revenues:
|
|
|
|
|
|
|
|
|||||||
Impax Generics sales, net
|
$
|
549,077
|
|
|
$
|
606,320
|
|
|
$
|
(57,243
|
)
|
|
(9
|
)%
|
Cost of revenues
|
454,911
|
|
|
417,316
|
|
|
37,595
|
|
|
9
|
%
|
|||
Cost of revenues impairment charges
|
96,865
|
|
|
464,319
|
|
|
(367,454
|
)
|
|
(79
|
)%
|
|||
Gross loss
|
(2,699
|
)
|
|
(275,315
|
)
|
|
272,616
|
|
|
(99
|
)%
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|||||||
Selling, general and administrative
|
28,294
|
|
|
20,508
|
|
|
7,786
|
|
|
38
|
%
|
|||
Research and development
|
63,245
|
|
|
61,980
|
|
|
1,265
|
|
|
2
|
%
|
|||
In-process research and development impairment charges
|
192,809
|
|
|
27,765
|
|
|
165,044
|
|
|
*
|
|
|||
Patent litigation expense
|
827
|
|
|
829
|
|
|
(2
|
)
|
|
—
|
%
|
|||
Change in fair value of contingent consideration
|
(31,048
|
)
|
|
—
|
|
|
(31,048
|
)
|
|
*
|
|
|||
Fixed assets impairment charges
|
8,380
|
|
|
—
|
|
|
8,380
|
|
|
*
|
|
|||
Total operating expenses
|
262,507
|
|
|
111,082
|
|
|
151,425
|
|
|
*
|
|
|||
Loss from operations
|
$
|
(265,206
|
)
|
|
$
|
(386,397
|
)
|
|
$
|
121,191
|
|
|
(31
|
)%
|
|
Year Ended December 31,
|
|
Increase / (Decrease)
|
|||||||||||
|
2017
|
|
2016
|
|
Dollars
|
|
Percentage
|
|||||||
Revenues:
|
|
|
|
|
|
|
|
|||||||
Rytary®, net
|
$
|
91,637
|
|
|
$
|
73,834
|
|
|
$
|
17,803
|
|
|
24
|
%
|
Zomig®, net
|
51,115
|
|
|
53,539
|
|
|
(2,424
|
)
|
|
(5
|
)%
|
|||
All other Specialty Pharma Products, net
|
83,958
|
|
|
90,736
|
|
|
(6,778
|
)
|
|
(7
|
)%
|
|||
Total revenues
|
226,710
|
|
|
218,109
|
|
|
8,601
|
|
|
4
|
%
|
|||
Cost of revenues
|
80,212
|
|
|
69,583
|
|
|
10,629
|
|
|
15
|
%
|
|||
Cost of revenues impairment charges
|
—
|
|
|
24,313
|
|
|
(24,313
|
)
|
|
(100
|
)%
|
|||
Gross profit
|
146,498
|
|
|
124,213
|
|
|
22,285
|
|
|
18
|
%
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|||||||
Selling, general and administrative
|
67,949
|
|
|
61,448
|
|
|
6,501
|
|
|
11
|
%
|
|||
Research and development
|
17,602
|
|
|
18,486
|
|
|
(884
|
)
|
|
(5
|
)%
|
|||
In-process research and development impairment charges
|
—
|
|
|
25,200
|
|
|
(25,200
|
)
|
|
(100
|
)%
|
|||
Fixed assets impairment charges
|
74,128
|
|
|
—
|
|
|
74,128
|
|
|
*
|
|
|||
Patent litigation expense
|
4,278
|
|
|
6,990
|
|
|
(2,712
|
)
|
|
(39
|
)%
|
|||
Total operating expenses
|
163,957
|
|
|
112,124
|
|
|
51,833
|
|
|
46
|
%
|
|||
(Loss) income from operations
|
$
|
(17,459
|
)
|
|
$
|
12,089
|
|
|
$
|
(29,548
|
)
|
|
*
|
|
|
Year Ended December 31,
|
|
Increase / (Decrease)
|
|||||||||||
|
2017
|
|
2016
|
|
Dollars
|
|
Percentage
|
|||||||
General and administrative expenses
|
$
|
120,027
|
|
|
$
|
119,874
|
|
|
$
|
153
|
|
|
—
|
%
|
Interest expense, net
|
(53,412
|
)
|
|
(40,419
|
)
|
|
(12,993
|
)
|
|
32
|
%
|
|||
Reserve for Turing receivable
|
(3,999
|
)
|
|
(40,312
|
)
|
|
36,313
|
|
|
(90
|
)%
|
|||
Gain on sale of assets
|
17,236
|
|
|
175
|
|
|
17,061
|
|
|
*
|
|
|||
Loss on debt extinguishment
|
(1,215
|
)
|
|
—
|
|
|
(1,215
|
)
|
|
*
|
|
|||
Other expense, net
|
(6,879
|
)
|
|
(1,587
|
)
|
|
(5,292
|
)
|
|
*
|
|
|||
Loss before income taxes
|
(168,296
|
)
|
|
(202,017
|
)
|
|
33,721
|
|
|
(17
|
)%
|
|||
Provision for (benefit from) income taxes
|
$
|
18,326
|
|
|
$
|
(104,294
|
)
|
|
$
|
122,620
|
|
|
*
|
|
|
Year Ended December 31,
|
|
Increase / (Decrease)
|
|||||||||||
|
2016
|
|
2015
|
|
Dollars
|
|
Percentage
|
|||||||
Total revenues
|
$
|
824,429
|
|
|
$
|
860,469
|
|
|
$
|
(36,040
|
)
|
|
(4
|
)%
|
Gross (loss) profit
|
(151,102
|
)
|
|
352,404
|
|
|
(503,506
|
)
|
|
*
|
|
|||
(Loss) income from operations
|
(494,182
|
)
|
|
69,568
|
|
|
(563,750
|
)
|
|
*
|
|
|||
(Loss) income before income taxes
|
(576,325
|
)
|
|
59,368
|
|
|
(635,693
|
)
|
|
*
|
|
|||
(Benefit from) provision for income taxes
|
(104,294
|
)
|
|
20,371
|
|
|
(124,665
|
)
|
|
*
|
|
|||
Net (loss) income
|
$
|
(472,031
|
)
|
|
$
|
38,997
|
|
|
$
|
(511,028
|
)
|
|
*
|
|
|
Year Ended December 31,
|
|
Increase / (Decrease)
|
|||||||||||
|
2016
|
|
2015
|
|
Dollars
|
|
Percentage
|
|||||||
Revenues:
|
|
|
|
|
|
|
|
|||||||
Impax Generics sales, net
|
$
|
591,744
|
|
|
$
|
699,844
|
|
|
$
|
(108,100
|
)
|
|
(15
|
)%
|
Rx Partner
|
14,339
|
|
|
9,307
|
|
|
5,032
|
|
|
54
|
%
|
|||
Other Revenues
|
237
|
|
|
1,781
|
|
|
(1,544
|
)
|
|
(87
|
)%
|
|||
Total revenues
|
606,320
|
|
|
710,932
|
|
|
(104,612
|
)
|
|
(15
|
)%
|
|||
Cost of revenues
|
417,316
|
|
|
442,742
|
|
|
(25,426
|
)
|
|
(6
|
)%
|
|||
Cost of revenues impairment charges
|
464,319
|
|
|
7,303
|
|
|
457,016
|
|
|
*
|
|
|||
Gross (loss) profit
|
(275,315
|
)
|
|
260,887
|
|
|
(536,202
|
)
|
|
*
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|||||||
Selling, general and administrative
|
20,508
|
|
|
29,641
|
|
|
(9,133
|
)
|
|
(31
|
)%
|
|||
Research and development
|
61,980
|
|
|
52,478
|
|
|
9,502
|
|
|
18
|
%
|
|||
In-process research and development impairment charges
|
27,765
|
|
|
6,360
|
|
|
21,405
|
|
|
*
|
|
|||
Patent litigation expense
|
829
|
|
|
2,942
|
|
|
(2,113
|
)
|
|
(72
|
)%
|
|||
Total operating expenses
|
111,082
|
|
|
91,421
|
|
|
19,661
|
|
|
22
|
%
|
|||
(Loss) income from operations
|
$
|
(386,397
|
)
|
|
$
|
169,466
|
|
|
$
|
(555,863
|
)
|
|
*
|
|
|
Year Ended December 31,
|
|
Increase / (Decrease)
|
|||||||||||
|
2016
|
|
2015
|
|
Dollars
|
|
Percentage
|
|||||||
Revenues:
|
|
|
|
|
|
|
|
|||||||
Rytary®, net
|
$
|
73,834
|
|
|
$
|
42,364
|
|
|
$
|
31,470
|
|
|
74
|
%
|
Zomig®, net
|
53,539
|
|
|
49,251
|
|
|
4,288
|
|
|
9
|
%
|
|||
All other Specialty Pharma Products, net
|
90,736
|
|
|
57,922
|
|
|
32,814
|
|
|
57
|
%
|
|||
Total revenues
|
218,109
|
|
|
149,537
|
|
|
68,572
|
|
|
46
|
%
|
|||
Cost of revenues
|
69,583
|
|
|
58,020
|
|
|
11,563
|
|
|
20
|
%
|
|||
Cost of revenues impairment charges
|
24,313
|
|
|
—
|
|
|
24,313
|
|
|
*
|
|
|||
Gross profit
|
124,213
|
|
|
91,517
|
|
|
32,696
|
|
|
36
|
%
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|||||||
Selling, general and administrative
|
61,448
|
|
|
52,427
|
|
|
9,021
|
|
|
17
|
%
|
|||
Research and development
|
18,486
|
|
|
18,144
|
|
|
342
|
|
|
2
|
%
|
|||
In-process research and development impairment charges
|
25,200
|
|
|
—
|
|
|
25,200
|
|
|
*
|
|
|||
Patent litigation expense
|
6,990
|
|
|
1,625
|
|
|
5,365
|
|
|
*
|
|
|||
Total operating expenses
|
112,124
|
|
|
72,196
|
|
|
39,928
|
|
|
55
|
%
|
|||
Income from operations
|
$
|
12,089
|
|
|
$
|
19,321
|
|
|
$
|
(7,232
|
)
|
|
(37
|
)%
|
|
Year Ended December 31,
|
|
Increase / (Decrease)
|
|||||||||||
|
2016
|
|
2015
|
|
Dollars
|
|
Percentage
|
|||||||
General and administrative expenses
|
$
|
119,874
|
|
|
$
|
119,219
|
|
|
$
|
655
|
|
|
1
|
%
|
Interest expense, net
|
(40,419
|
)
|
|
(26,226
|
)
|
|
(14,193
|
)
|
|
54
|
%
|
|||
Reserve for Turing receivable
|
(40,312
|
)
|
|
—
|
|
|
(40,312
|
)
|
|
*
|
|
|||
Gain on sale of asset
|
—
|
|
|
45,574
|
|
|
(45,574
|
)
|
|
*
|
|
|||
Loss on debt extinguishment
|
—
|
|
|
(16,903
|
)
|
|
16,903
|
|
|
*
|
|
|||
Net change in fair value of derivatives
|
—
|
|
|
(13,000
|
)
|
|
13,000
|
|
|
*
|
|
|||
Other (expense) income, net
|
(1,412
|
)
|
|
355
|
|
|
(1,767
|
)
|
|
*
|
|
|||
Loss before income taxes
|
(202,017
|
)
|
|
(129,419
|
)
|
|
(72,598
|
)
|
|
56
|
%
|
|||
(Benefit from) provision for income taxes
|
$
|
(104,294
|
)
|
|
$
|
20,371
|
|
|
$
|
(124,665
|
)
|
|
*
|
|
|
Payments Due by Period
|
||||||||||||||||||
Contractual Obligations
|
Total
|
|
Less
Than 1 Year |
|
1-3
Years |
|
3-5
Years |
|
More
Than 5 Years |
||||||||||
Open Purchase Order Commitments
|
$
|
108,071
|
|
|
$
|
108,071
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Operating Leases (a)
|
28,142
|
|
|
5,575
|
|
|
6,318
|
|
|
5,136
|
|
|
11,113
|
|
|||||
Long-term debt obligations
|
925,000
|
|
|
20,000
|
|
|
305,000
|
|
|
600,000
|
|
|
—
|
|
|||||
Interest payments on long-term debt obligations (b)
|
112,852
|
|
|
29,286
|
|
|
77,566
|
|
|
6,000
|
|
|
—
|
|
|||||
Total (c)
|
$
|
1,174,065
|
|
|
$
|
162,932
|
|
|
$
|
388,884
|
|
|
$
|
611,136
|
|
|
$
|
11,113
|
|
(a)
|
We lease office, warehouse, and laboratory facilities under non-cancelable operating leases with expiration dates through December 2027. We also lease certain equipment under various non-cancelable operating leases with various expiration dates through July 2022.
|
(b)
|
Interest on existing debt obligations was calculated based on applicable rates at December 31, 2017.
|
(c)
|
Liabilities for uncertain tax positions FASB ASC Topic 740, Sub-topic 10, were excluded as we are not able to make a reasonably reliable estimate of the amount and period of related future payments. As of
December 31, 2017
, we had a $3.5 million provision for uncertain tax positions. Refer to "Item 15. Exhibits and Financial Statement Schedules - Notes to Consolidated Financial Statements - Note 16. Income Taxes" for additional information.
|
(i)
|
If during any calendar quarter commencing after the quarter ending September 30, 2015 (and only during such calendar quarter) the last reported sale price of our common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than 130% of the conversion price on each applicable trading day; or
|
(ii)
|
If during the five business day period after any 10 consecutive trading day period (the “measurement period”) in which the trading price per $1,000 of principal amount of Notes for each trading day of the measurement period was less than 98% of the product of the last report sale price of our common stock and the conversion rate on each such trading day; or
|
(iii)
|
Upon the occurrence of corporate events specified in the Indenture.
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Chargeback reserve
|
|
|
|
|
|
||||||
Beginning balance
|
$
|
151,978
|
|
|
$
|
102,630
|
|
|
$
|
43,125
|
|
Acquired balances
|
—
|
|
|
—
|
|
|
24,532
|
|
|||
Provision recorded during the period
|
1,212,039
|
|
|
1,011,400
|
|
|
833,157
|
|
|||
Credits issued during the period
|
(1,227,126
|
)
|
|
(962,052
|
)
|
|
(798,184
|
)
|
|||
Ending balance
|
$
|
136,891
|
|
|
$
|
151,978
|
|
|
$
|
102,630
|
|
Provision as a percent of gross product sales
|
42
|
%
|
|
36
|
%
|
|
34
|
%
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Rebate reserve
|
|
|
|
|
|
||||||
Beginning balance
|
$
|
300,647
|
|
|
$
|
265,229
|
|
|
$
|
88,812
|
|
Acquired balances
|
—
|
|
|
—
|
|
|
75,447
|
|
|||
Provision recorded during the period
|
663,724
|
|
|
768,629
|
|
|
571,642
|
|
|||
Credits issued during the period
|
(769,104
|
)
|
|
(733,211
|
)
|
|
(470,672
|
)
|
|||
Ending balance
|
$
|
195,267
|
|
|
$
|
300,647
|
|
|
$
|
265,229
|
|
Provision as a percent of gross product sales
|
23
|
%
|
|
27
|
%
|
|
23
|
%
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Returns reserve
|
|
|
|
|
|
||||||
Beginning balance
|
$
|
72,888
|
|
|
$
|
48,950
|
|
|
$
|
27,174
|
|
Acquired balances
|
—
|
|
|
—
|
|
|
11,364
|
|
|||
Provision related to sales recorded in the period
|
47,709
|
|
|
52,383
|
|
|
43,967
|
|
|||
Credits issued during the period
|
(44,304
|
)
|
|
(28,445
|
)
|
|
(33,555
|
)
|
|||
Ending balance
|
$
|
76,293
|
|
|
$
|
72,888
|
|
|
$
|
48,950
|
|
Provision as a percent of gross product sales
|
1.7
|
%
|
|
1.9
|
%
|
|
2.0
|
%
|
Exhibit No.
|
Description of Document
|
|
|
|
|
|
|
Business Combination Agreement, dated as of October 17, 2017, by and among the Company, Atlas Holdings, Inc., K2 Merger Sub Corporation, and Amneal Pharmaceuticals LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on October 17, 2017).†
|
|
Incorporated by Reference
|
|
|
|
|
|
Amendment No. 1 to the Business Combination Agreement, dated as of November 21, 2017, by and among the Company, Atlas Holdings, Inc., K2 Merger Sub Corporation and Amneal Pharmaceuticals LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on November 21, 2017).
|
|
Incorporated by Reference
|
|
|
|
|
|
Amendment No. 2 to the Business Combination Agreement, dated as of December 16, 2017, by and among the Company, Atlas Holdings, Inc., K2 Merger Sub Corporation and Amneal Pharmaceuticals LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on December 20, 2017).
|
|
Incorporated by Reference
|
|
|
|
|
|
Stock Purchase Agreement, dated as of October 8, 2014, by and among the Company, Tower Holdings, Inc. (“Tower”), Lineage Therapeutics Inc. (“Lineage”), Roundtable Healthcare Partners II, L.P., Roundtable Healthcare Investors II, L.P., the other stockholders of Tower and Lineage, the holders of options to purchase shares of Tower common stock and options to purchase shares of Lineage common stock, the holders of warrants to acquire shares of Tower common stock and warrants to acquire shares of Lineage common stock and, solely with respect to Section 8.3, Roundtable Healthcare Management II, LLC. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on October 10, 2014).†
|
|
Incorporated by Reference
|
|
|
|
|
|
Restated Certificate of Incorporation of the Company dated as of August 30, 2004 (incorporated by reference to Exhibit 3.1 to Amendment No. 5 to the Company’s Registration Statement on Form 10 filed on December 23, 2008).
|
|
Incorporated by Reference
|
|
|
|
|
|
Certificate of Amendment of the Restated Certificate of Incorporation of the Company dated as of December 9, 2015 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 9, 2015).
|
|
Incorporated by Reference
|
|
|
|
|
|
Certificate of Designation of Series A Junior Participating Preferred Stock, as filed with the Secretary of State of Delaware on January 21, 2009 (incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed on January 22, 2009).
|
|
Incorporated by Reference
|
|
|
|
|
|
Amended and Restated Bylaws of the Company, effective as of May 14, 2014.
|
|
Filed Herewith
|
|
|
|
|
|
Amendment No. 1 to Amended and Restated Bylaws of the Company, effective as of March 24, 2015.
|
|
Filed Herewith
|
|
|
|
|
|
Amendment No. 2 to Amended and Restated Bylaws of the Company, effective as of July 7, 2015.
|
|
Filed Herewith
|
|
|
|
|
|
Amendment No. 3 to Amended and Restated Bylaws of the Company, effective as of October 7, 2015.
|
|
Filed Herewith
|
|
|
|
|
|
Amendment No. 4 to Amended and Restated Bylaws of the Company, effective as of May 17, 2016.
|
|
Filed Herewith
|
|
|
|
|
|
Amendment No. 5 to Amended and Restated Bylaws of the Company, effective as of August 19, 2016.
|
|
Filed Herewith
|
|
|
|
|
|
Amendment No. 6 to Amended and Restated Bylaws of the Company, effective as of November 23, 2016.
|
|
Filed Herewith
|
|
|
|
|
|
Amendment No. 7 to Amended and Restated Bylaws of the Company, effective as of December 19, 2016.
|
|
Filed Herewith
|
|
|
|
|
|
Amendment No. 8 to Amended and Restated Bylaws of the Company, effective as of March 24, 2017.
|
|
Filed Herewith
|
|
|
|
|
|
Amendment No. 9 to Amended and Restated Bylaws of the Company, effective as of November 10, 2017.
|
|
Filed Herewith
|
|
|
|
|
|
Specimen of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 10 filed on October 10, 2008).
|
|
Incorporated by Reference
|
|
|
|
|
|
Preferred Stock Rights Agreement, dated as of January 20, 2009, by and between the Company and StockTrans, Inc., as Rights Agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 22, 2009).
|
|
Incorporated by Reference
|
|
|
|
|
|
Indenture, dated as of June 30, 2015, between the Company and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 30, 2015).
|
|
Incorporated by Reference
|
|
|
|
|
|
Supplemental Indenture, dated as of November 6, 2017, between the Company and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 7, 2017).
|
|
Incorporated by Reference
|
|
|
|
|
|
Letter Agreement, dated as of June 25, 2015, between RBC Capital Markets LLC and the Company regarding the Base Warrants (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 30, 2015).
|
|
Incorporated by Reference
|
|
|
|
|
|
Letter Agreement, dated as of June 25, 2015, between RBC Capital Markets LLC and the Company regarding the Base Call Option Transaction (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 30, 2015).
|
|
Incorporated by Reference
|
|
|
|
|
|
Letter Agreement, dated as of June 26, 2015, between RBC Capital Markets LLC and the Company regarding the Additional Warrants (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on June 30, 2015).
|
|
Incorporated by Reference
|
|
|
|
|
|
Letter Agreement, dated as of June 26, 2015, between RBC Capital Markets LLC and the Company regarding the Additional Call Option Transaction (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on June 30, 2015).
|
|
Incorporated by Reference
|
|
|
|
|
|
Credit Agreement, dated as of August 4, 2015, by and among the Company, the lenders party thereto from time to time and Royal Bank of Canada, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 5, 2015).
|
|
Incorporated by Reference
|
|
|
|
|
|
Restatement Agreement, dated as of August 3, 2016, by and among the Company, the guarantors party thereto, Royal Bank of Canada, as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 filed on August 9, 2016).
|
|
Incorporated by Reference
|
|
|
|
|
|
Amendment No. 1, dated as of March 27, 2017, to the Credit Agreement, dated as of August 4, 2015, as amended and restated as of August 3, 2016, among the Company, as borrower, Royal Bank of Canada, as administrative agent and collateral agent, the lenders party thereto and the other agents and parties thereto (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 filed on May 10, 2017).
|
|
Incorporated by Reference
|
|
|
|
|
|
Distribution, License, Development and Supply Agreement, dated as of January 31, 2012, between the Company and AstraZeneca UK Limited (incorporated by reference to Exhibit 10.1 to Amendment No. 1 to the Company’s Current Report on Form 8-K filed on April 2, 2012)**.
|
|
Incorporated by Reference
|
|
|
|
|
|
First Amendment, dated as of May 31, 2016, to the Distribution, License, Development and Supply Agreement by and between AstraZeneca UK Limited and the Company dated as of January 31, 2012 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 filed on August 9, 2016).**
|
|
Incorporated by Reference
|
|
|
|
|
|
Stock and Asset Purchase Agreement, dated as of December 19, 2017, by and between the Company and Bora Pharmaceuticals Co., Ltd. †
|
|
Filed Herewith
|
|
|
|
|
|
Master Supply Agreement, dated as of December 19, 2017, between the Company, Bora Pharmaceuticals Co., Ltd. and Impax Laboratories (Taiwan), Inc.***
|
|
Filed Herewith
|
|
|
|
|
|
Asset Purchase Agreement, dated as of June 20, 2016, between Teva Pharmaceutical Industries Ltd. and the Company (incorporated by reference to Exhibit 10.2.1 to Amendment No. 1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 filed on January 6, 2017).†**
|
|
Incorporated by Reference
|
|
|
|
|
|
Amendment No. 1, dated as of June 30, 2016, to the Asset Purchase Agreement between Teva Pharmaceutical Industries Ltd. and the Company dated as of June 20, 2016 (incorporated by reference to Exhibit 10.2.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 filed on August 9, 2016).
|
|
Incorporated by Reference
|
|
|
|
|
|
Asset Purchase Agreement, dated as of June 20, 2016, by and among Actavis Elizabeth LLC, Actavis Group PTC Ehf., Actavis Holdco US, Inc., Actavis LLC, Actavis Mid Atlantic LLC, Actavis Pharma, Inc., Actavis South Atlantic LLC, Andrx LLC, Breath Ltd., The Rugby Group, Inc., Watson Laboratories, Inc. and the Company (incorporated by reference to Exhibit 10.3.1 to Amendment No. 1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 filed on January 6, 2017).†**
|
|
Incorporated by Reference
|
|
|
|
|
|
Amendment No. 1, dated as of June 30, 2016, to the Asset Purchase Agreement by and among Actavis Elizabeth LLC, Actavis Group PTC Ehf., Actavis Holdco US, Inc., Actavis LLC, Actavis Mid Atlantic LLC, Actavis Pharma, Inc., Actavis South Atlantic LLC, Andrx LLC, Breath Ltd., The Rugby Group, Inc., Watson Laboratories, Inc. and the Company dated as of June 20, 2016 (incorporated by reference to Exhibit 10.3.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2106 filed on August 9, 2016).**
|
|
Incorporated by Reference
|
|
|
|
|
|
Supply Agreement, dated as of June 20, 2016, between Teva Pharmaceutical Industries Ltd. and the Company (incorporated by reference to Exhibit 10.4.1 to Amendment No. 1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 filed on January 6, 2017).**
|
|
Incorporated by Reference
|
|
|
|
|
|
Amendment No. 1, dated as of June 30, 2016, to the Supply Agreement between Teva Pharmaceutical Industries Ltd. and the Company dated as of June 20, 2016 (incorporated by reference to Exhibit 10.4.2 to Amendment No. 1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 filed on January 6, 2017)**
|
|
Incorporated by Reference
|
|
|
|
|
|
Supply Agreement, dated as of June 20, 2016, by and among Actavis Elizabeth LLC, Actavis Group PTC Ehf., Actavis Holdco US, Inc., Actavis LLC, Actavis Mid Atlantic LLC, Actavis Pharma, Inc., Actavis South Atlantic LLC, Andrx LLC, Breath Ltd., The Rugby Group, Inc., Watson Laboratories, Inc. and the Company (incorporated by reference to Exhibit 10.5.1 to Amendment No. 1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 filed on January 6, 2017)**
|
|
Incorporated by Reference
|
|
|
|
|
|
Amendment No. 1, dated as of June 30, 2016, to the Supply Agreement by and among Actavis Elizabeth LLC, Actavis Group PTC Ehf., Actavis Holdco US, Inc., Actavis LLC, Actavis Mid Atlantic LLC, Actavis Pharma, Inc., Actavis South Atlantic LLC, Andrx LLC, Breath Ltd., The Rugby Group, Inc., Watson Laboratories, Inc. and the Company dated as of June 20, 2016 (incorporated by reference to Exhibit 10.5.2 to Amendment No. 1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 filed on January 6, 2017)**
|
|
Incorporated by Reference
|
|
|
|
|
|
Impax Laboratories, Inc. 1999 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 filed on March 12, 2009).*
|
|
Incorporated by Reference
|
|
|
|
|
|
Form of Stock Option Grant under the Impax Laboratories, Inc. 1999 Equity Incentive Plan (incorporated by reference to Exhibit 10.4.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 filed on March 12, 2009).*
|
|
Incorporated by Reference
|
|
|
|
|
|
Impax Laboratories, Inc. 2001 Non-Qualified Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form 10 filed on October 10, 2008).*
|
|
Incorporated by Reference
|
|
|
|
|
|
Impax Laboratories, Inc. Amended and Restated Non-Qualified Employee Stock Purchase Plan (incorporated by reference to Exhibit 4.13 to the Company’s Registration Statement on Form S-8 filed on August 29, 2017).*
|
|
Incorporated by Reference
|
|
|
|
|
|
Impax Laboratories, Inc. Fourth Amended and Restated 2002 Equity Incentive Plan (incorporated by reference to Appendix B to the Company’s definitive proxy statement on Schedule 14A filed on April 5, 2017).*
|
|
Incorporated by Reference
|
|
|
|
|
|
Form of Stock Option Agreement under the Impax Laboratories, Inc. Fourth Amended and Restated 2002 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 filed on August 9, 2017).*
|
|
Incorporated by Reference
|
|
|
|
|
|
Form of Restricted Stock (Stock Bonus) Award Agreement under the Impax Laboratories, Inc. Fourth Amended and Restated 2002 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 filed on August 9, 2017).*
|
|
Incorporated by Reference
|
|
|
|
|
|
Impax Laboratories, Inc. Executive Non-Qualified Deferred Compensation Plan, amended and restated effective January 1, 2008 (incorporated by reference to Exhibit 10.1.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 filed on May 6, 2010).*
|
|
Incorporated by Reference
|
|
|
|
|
|
Amendment to Impax Laboratories, Inc. Executive Non-Qualified Deferred Compensation Plan, effective as of January 1, 2009 (incorporated by reference to Exhibit 10.1.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 filed on May 6, 2010).*
|
|
Incorporated by Reference
|
|
|
|
|
|
Employment Agreement, dated as of March 24, 2017, between the Company and Paul M. Bisaro (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 filed on May 10, 2017).*
|
|
Incorporated by Reference
|
|
|
|
|
|
Stock Option Agreement with Paul M. Bisaro (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 filed on May 10, 2017).*
|
|
Incorporated by Reference
|
|
|
|
|
|
Employment Agreement, dated as of December 16, 2017, by and among Amneal Pharmaceuticals LLC, Atlas Holdings, Inc., a wholly owned subsidiary of the Company, and Robert A. Stewart (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 20, 2017).*
|
|
Incorporated by Reference
|
|
|
|
|
|
Memorandum of Understanding, dated as of December 16, 2017, by and among Amneal Pharmaceuticals LLC, Paul M. Bisaro, the Company and Atlas Holdings, Inc., a wholly owned subsidiary of the Company (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 20, 2017).*
|
|
Incorporated by Reference
|
|
|
|
|
|
Letter Agreement, dated as of December 19, 2016, between the Company and J. Kevin Buchi (incorporated by reference to Exhibit 10.19 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 filed on March 1, 2017).*
|
|
Incorporated by Reference
|
|
|
|
|
|
Employment Agreement, dated as of April 21, 2014, by and between the Company and G. Frederick Wilkinson (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 24, 2014).*
|
|
Incorporated by Reference
|
|
|
|
|
|
General Release and Waiver, dated as of December 19, 2016, by and between the Company and G. Frederick Wilkinson (incorporated by reference to Exhibit 10.20.2 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 filed on March 1, 2017).*
|
|
Incorporated by Reference
|
|
|
|
|
|
Employment Agreement, dated as of January 1, 2010, between the Company and Michael J. Nestor (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on January 14, 2010).*
|
|
Incorporated by Reference
|
|
|
|
|
|
Amendment, dated as of April 1, 2014, to the Employment Agreement, dated as of January 1, 2014, between the Company and Michael Nestor (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 2, 2014).*
|
|
Incorporated by Reference
|
|
|
|
|
|
Separation Agreement, dated as of January 8, 2018, between the Company and Michael J. Nestor (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on January 9, 2018).*
|
|
Incorporated by Reference
|
|
|
|
|
|
Employment Agreement, dated as of July 14, 2016, between the Company and Douglas S. Boothe (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 filed on August 9, 2016).*
|
|
Incorporated by Reference
|
|
|
|
|
|
Offer of Employment Letter, dated as of March 17, 2011, between the Company and Mark A. Schlossberg (incorporated by reference to Exhibit 10.13.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 filed on February 28, 2012).*
|
|
Incorporated by Reference
|
|
|
|
|
|
Employment Agreement, dated as of May 2, 2011, between the Company and Mark A. Schlossberg (incorporated by reference to Exhibit 10.13.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 filed on February 28, 2012).*
|
|
Incorporated by Reference
|
|
|
|
|
|
Consolidated Statements of Operations for the years ended December 31, 2017, 2016, and 2015
|
|
Consolidated Statements of Comprehensive
(Loss) Income for the years ended December 31, 2017, 2016, and 2015
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
181,778
|
|
|
$
|
180,133
|
|
Accounts receivable, net
|
240,753
|
|
|
257,368
|
|
||
Inventory, net
|
158,471
|
|
|
175,230
|
|
||
Prepaid expenses and other current assets
|
21,086
|
|
|
14,897
|
|
||
Income tax receivable
|
61,201
|
|
|
3,513
|
|
||
Assets held for sale
|
32,266
|
|
|
—
|
|
||
Total current assets
|
695,555
|
|
|
631,141
|
|
||
|
|
|
|
||||
Property, plant and equipment, net
|
124,813
|
|
|
233,372
|
|
||
Intangible assets, net
|
262,467
|
|
|
620,466
|
|
||
Goodwill
|
207,329
|
|
|
207,329
|
|
||
Deferred income taxes, net
|
—
|
|
|
69,866
|
|
||
Other non-current assets
|
61,136
|
|
|
60,844
|
|
||
Total assets
|
$
|
1,351,300
|
|
|
$
|
1,823,018
|
|
|
|
|
|
||||
Liabilities and Stockholders’ Equity
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
81,093
|
|
|
$
|
58,952
|
|
Accrued expenses
|
248,127
|
|
|
244,653
|
|
||
Liabilities held for sale
|
7,170
|
|
|
—
|
|
||
Current portion of long-term debt, net
|
17,848
|
|
|
17,719
|
|
||
Total current liabilities
|
354,238
|
|
|
321,324
|
|
||
|
|
|
|
||||
Long-term debt, net
|
769,524
|
|
|
813,545
|
|
||
Deferred income taxes
|
3,226
|
|
|
—
|
|
||
Other non-current liabilities
|
37,111
|
|
|
64,175
|
|
||
Total liabilities
|
1,164,099
|
|
|
1,199,044
|
|
||
|
|
|
|
||||
Commitments and contingencies (Note 18)
|
|
|
|
||||
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, $0.01 par value; 2,000,000 shares authorized;
No shares issued or outstanding at December 31, 2017 and 2016 |
—
|
|
|
—
|
|
||
Common stock, $0.01 par value; 150,000,000 shares authorized;
74,234,076 issued and 73,990,347 outstanding shares at December 31, 2017; 73,948,340 issued and 73,704,611 outstanding shares at December 31, 2016 |
742
|
|
|
739
|
|
||
Treasury stock at cost: 243,729 shares at December 31, 2017 and 2016
|
(2,157
|
)
|
|
(2,157
|
)
|
||
Additional paid-in capital
|
559,632
|
|
|
535,056
|
|
||
Retained (deficit) earnings
|
(372,445
|
)
|
|
98,192
|
|
||
Accumulated other comprehensive income (loss)
|
1,429
|
|
|
(7,856
|
)
|
||
Total stockholders’ equity
|
187,201
|
|
|
623,974
|
|
||
Total liabilities and stockholders’ equity
|
$
|
1,351,300
|
|
|
$
|
1,823,018
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Revenues:
|
|
|
|
|
|
||||||
Impax Generics, net
|
$
|
549,077
|
|
|
$
|
606,320
|
|
|
$
|
710,932
|
|
Impax Specialty Pharma, net
|
226,710
|
|
|
218,109
|
|
|
149,537
|
|
|||
Total revenues, net
|
775,787
|
|
|
824,429
|
|
|
860,469
|
|
|||
Cost of revenues
|
535,123
|
|
|
486,899
|
|
|
500,762
|
|
|||
Cost of revenues impairment charges
|
96,865
|
|
|
488,632
|
|
|
7,303
|
|
|||
Gross profit (loss)
|
143,799
|
|
|
(151,102
|
)
|
|
352,404
|
|
|||
|
|
|
|
|
|
||||||
Operating expenses:
|
|
|
|
|
|
||||||
Selling, general and administrative
|
216,270
|
|
|
201,830
|
|
|
201,287
|
|
|||
Research and development
|
80,847
|
|
|
80,466
|
|
|
70,622
|
|
|||
In-process research and development impairment charges
|
192,809
|
|
|
52,965
|
|
|
6,360
|
|
|||
Fixed asset impairment charges
|
82,508
|
|
|
—
|
|
|
—
|
|
|||
Change in fair value of contingent consideration
|
(31,048
|
)
|
|
—
|
|
|
—
|
|
|||
Patent litigation
|
5,105
|
|
|
7,819
|
|
|
4,567
|
|
|||
Total operating expenses
|
546,491
|
|
|
343,080
|
|
|
282,836
|
|
|||
(Loss) income from operations
|
(402,692
|
)
|
|
(494,182
|
)
|
|
69,568
|
|
|||
|
|
|
|
|
|
||||||
Other income (expense):
|
|
|
|
|
|
||||||
Interest expense, net
|
(53,412
|
)
|
|
(40,419
|
)
|
|
(26,226
|
)
|
|||
Reserve for Turing receivable
|
(3,999
|
)
|
|
(40,312
|
)
|
|
—
|
|
|||
Gain on sale of assets
|
17,236
|
|
|
175
|
|
|
45,574
|
|
|||
Loss on debt extinguishment
|
(1,215
|
)
|
|
—
|
|
|
(16,903
|
)
|
|||
Net change in fair value of derivatives
|
—
|
|
|
—
|
|
|
(13,000
|
)
|
|||
Other, net
|
(6,879
|
)
|
|
(1,587
|
)
|
|
355
|
|
|||
(Loss) income before income taxes
|
(450,961
|
)
|
|
(576,325
|
)
|
|
59,368
|
|
|||
Provision for (benefit from) income taxes
|
18,326
|
|
|
(104,294
|
)
|
|
20,371
|
|
|||
Net (loss) income
|
$
|
(469,287
|
)
|
|
$
|
(472,031
|
)
|
|
$
|
38,997
|
|
|
|
|
|
|
|
||||||
Net (loss) income per common share:
|
|
|
|
|
|
||||||
Basic
|
$
|
(6.53
|
)
|
|
$
|
(6.63
|
)
|
|
$
|
0.56
|
|
Diluted
|
$
|
(6.53
|
)
|
|
$
|
(6.63
|
)
|
|
$
|
0.54
|
|
|
|
|
|
|
|
||||||
Weighted-average common shares outstanding:
|
|
|
|
|
|
||||||
Basic
|
71,856,950
|
|
|
71,147,397
|
|
|
69,640,417
|
|
|||
Diluted
|
71,856,950
|
|
|
71,147,397
|
|
|
72,027,344
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net (loss) income
|
$
|
(469,287
|
)
|
|
$
|
(472,031
|
)
|
|
$
|
38,997
|
|
Other comprehensive (loss) income component:
|
|
|
|
|
|
||||||
Currency translation adjustments
|
9,285
|
|
|
2,607
|
|
|
(4,454
|
)
|
|||
Comprehensive (loss) income
|
$
|
(460,002
|
)
|
|
$
|
(469,424
|
)
|
|
$
|
34,543
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|||||||||||||
|
Common Stock
|
|
|
|
Additional
|
|
|
|
Other
|
|
|
|||||||||||||||
|
Number of
Shares |
|
Par
Value |
|
Treasury
Stock |
|
Paid-in
Capital |
|
Retained (deficit)
Earnings |
|
Comprehensive
Income (Loss) |
|
Total
|
|||||||||||||
Balance, December 31, 2014
|
71,228
|
|
|
$
|
714
|
|
|
$
|
(2,157
|
)
|
|
$
|
364,103
|
|
|
$
|
531,226
|
|
|
$
|
(6,009
|
)
|
|
$
|
887,877
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38,997
|
|
|
—
|
|
|
38,997
|
|
||||||
Other comprehensive loss:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,454
|
)
|
|
(4,454
|
)
|
||||||
Exercises of stock options, issuances of restricted stock and sales of common stock under ESPP
|
1,698
|
|
|
15
|
|
|
—
|
|
|
(3,533
|
)
|
|
—
|
|
|
—
|
|
|
(3,518
|
)
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
28,613
|
|
|
—
|
|
|
—
|
|
|
28,613
|
|
||||||
Sale of warrants
|
—
|
|
|
—
|
|
|
—
|
|
|
88,320
|
|
|
—
|
|
|
—
|
|
|
88,320
|
|
||||||
Reclassification of derivatives to equity, net of related taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
21,038
|
|
|
—
|
|
|
—
|
|
|
21,038
|
|
||||||
Tax benefit related to exercises of stock options and vestings of restricted stock
|
—
|
|
|
—
|
|
|
—
|
|
|
5,536
|
|
|
—
|
|
|
—
|
|
|
5,536
|
|
||||||
Balance, December 31, 2015
|
72,926
|
|
|
729
|
|
|
(2,157
|
)
|
|
504,077
|
|
|
570,223
|
|
|
(10,463
|
)
|
|
1,062,409
|
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(472,031
|
)
|
|
—
|
|
|
(472,031
|
)
|
||||||
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,607
|
|
|
2,607
|
|
||||||
Exercises of stock options, issuances of restricted stock and sales of common stock under ESPP
|
1,022
|
|
|
10
|
|
|
—
|
|
|
(612
|
)
|
|
—
|
|
|
—
|
|
|
(602
|
)
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
32,180
|
|
|
—
|
|
|
—
|
|
|
32,180
|
|
||||||
Tax benefit related to exercises of stock options and vestings of restricted stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(589
|
)
|
|
—
|
|
|
—
|
|
|
(589
|
)
|
||||||
Balance, December 31, 2016
|
73,948
|
|
|
739
|
|
|
(2,157
|
)
|
|
535,056
|
|
|
98,192
|
|
|
(7,856
|
)
|
|
623,974
|
|
||||||
Cumulative effect of change in accounting principle (Note 3)
|
—
|
|
|
—
|
|
|
—
|
|
|
1,350
|
|
|
(1,350
|
)
|
|
—
|
|
|
—
|
|
||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(469,287
|
)
|
|
—
|
|
|
(469,287
|
)
|
||||||
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,285
|
|
|
9,285
|
|
||||||
Exercises of stock options, issuances of restricted stock and sales of common stock under ESPP
|
286
|
|
|
3
|
|
|
—
|
|
|
(2,855
|
)
|
|
—
|
|
|
—
|
|
|
(2,852
|
)
|
||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
—
|
|
|
26,258
|
|
|
—
|
|
|
—
|
|
|
26,258
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
(177
|
)
|
|
—
|
|
|
—
|
|
|
(177
|
)
|
||||||
Balance, December 31, 2017
|
74,234
|
|
|
$
|
742
|
|
|
$
|
(2,157
|
)
|
|
$
|
559,632
|
|
|
$
|
(372,445
|
)
|
|
$
|
1,429
|
|
|
$
|
187,201
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(469,287
|
)
|
|
$
|
(472,031
|
)
|
|
$
|
38,997
|
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
109,449
|
|
|
88,348
|
|
|
68,637
|
|
|||
Non-cash interest expense
|
25,950
|
|
|
22,845
|
|
|
11,230
|
|
|||
Share-based compensation expense
|
26,258
|
|
|
32,180
|
|
|
28,613
|
|
|||
Deferred income taxes, net and uncertain tax positions
|
74,873
|
|
|
(127,405
|
)
|
|
(29,558
|
)
|
|||
Intangible asset impairment charges
|
289,674
|
|
|
541,597
|
|
|
13,664
|
|
|||
Reserve for Turing receivable
|
3,999
|
|
|
40,312
|
|
|
—
|
|
|||
Fixed asset impairment charges
|
82,508
|
|
|
—
|
|
|
—
|
|
|||
Gain on sale of assets
|
(17,236
|
)
|
|
(175
|
)
|
|
(45,574
|
)
|
|||
Loss on debt extinguishment
|
1,215
|
|
|
—
|
|
|
16,903
|
|
|||
Change in fair value of contingent consideration
|
(31,048
|
)
|
|
—
|
|
|
—
|
|
|||
Net change in fair value of derivatives
|
—
|
|
|
—
|
|
|
13,000
|
|
|||
Recognition of deferred revenue
|
—
|
|
|
—
|
|
|
(4,310
|
)
|
|||
Other
|
(1,018
|
)
|
|
2,853
|
|
|
(81
|
)
|
|||
Changes in certain assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
12,552
|
|
|
26,771
|
|
|
(121,110
|
)
|
|||
Inventory
|
6,650
|
|
|
(45,561
|
)
|
|
(14,035
|
)
|
|||
Prepaid expenses and other assets
|
(65,576
|
)
|
|
(573
|
)
|
|
9,330
|
|
|||
Accounts payable and accrued expenses
|
32,377
|
|
|
(27,949
|
)
|
|
107,402
|
|
|||
Other liabilities
|
2,882
|
|
|
2,638
|
|
|
(656
|
)
|
|||
Net cash provided by operating activities
|
84,222
|
|
|
83,850
|
|
|
92,452
|
|
|||
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Payment for business acquisition (net of cash acquired)
|
(121
|
)
|
|
(585,800
|
)
|
|
(691,348
|
)
|
|||
Purchases of property, plant and equipment
|
(26,749
|
)
|
|
(49,402
|
)
|
|
(25,199
|
)
|
|||
Proceeds from sales of property, plant and equipment
|
9,111
|
|
|
1,360
|
|
|
—
|
|
|||
Payments for licensing agreements
|
(50
|
)
|
|
(3,500
|
)
|
|
(5,850
|
)
|
|||
Investment in cash surrender value of insurance
|
(4,750
|
)
|
|
(4,750
|
)
|
|
(4,750
|
)
|
|||
Proceeds from cash surrender value of insurance
|
529
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from repayment of Tolmar loan
|
—
|
|
|
15,000
|
|
|
—
|
|
|||
Proceeds from sale of intangible assets
|
12,350
|
|
|
—
|
|
|
59,546
|
|
|||
Maturities of short-term investments
|
—
|
|
|
—
|
|
|
200,064
|
|
|||
Net cash used in investing activities
|
(9,680
|
)
|
|
(627,092
|
)
|
|
(467,537
|
)
|
|||
|
|
|
|
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Proceeds from sale of convertible notes
|
—
|
|
|
—
|
|
|
600,000
|
|
|||
Proceeds from issuance of term loan
|
—
|
|
|
400,000
|
|
|
435,000
|
|
|||
Repayment of term loan
|
(70,000
|
)
|
|
(5,000
|
)
|
|
(435,000
|
)
|
|||
Payment of deferred financing fees
|
(818
|
)
|
|
(11,867
|
)
|
|
(36,941
|
)
|
|||
Purchase of bond hedge derivative asset
|
—
|
|
|
—
|
|
|
(147,000
|
)
|
|||
Proceeds from sale of warrants
|
—
|
|
|
—
|
|
|
88,320
|
|
|||
Payment of withholding taxes related to restricted stock awards
|
(4,231
|
)
|
|
(9,842
|
)
|
|
(14,990
|
)
|
|||
Proceeds from exercises of stock options and ESPP
|
1,379
|
|
|
9,239
|
|
|
11,472
|
|
|||
Net cash (used in) provided by financing activities
|
(73,670
|
)
|
|
382,530
|
|
|
500,861
|
|
|||
|
|
|
|
|
|
||||||
Effect of exchange rate changes on cash and cash equivalents
|
773
|
|
|
494
|
|
|
(298
|
)
|
|||
|
|
|
|
|
|
||||||
Net increase (decrease) in cash and cash equivalents
|
1,645
|
|
|
(160,218
|
)
|
|
125,478
|
|
|||
Cash and cash equivalents, beginning of year
|
180,133
|
|
|
340,351
|
|
|
214,873
|
|
|||
Cash and cash equivalents, end of year
|
$
|
181,778
|
|
|
$
|
180,133
|
|
|
$
|
340,351
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
||||||
Cash paid for interest
|
$
|
28,374
|
|
|
$
|
18,139
|
|
|
$
|
15,365
|
|
Cash paid for income taxes, net
|
$
|
2,928
|
|
|
$
|
23,053
|
|
|
$
|
43,223
|
|
|
|
|
|
|
|
||||||
Supplemental disclosure of non-cash investing activity:
|
|
|
|
|
|
||||||
Fair value of contingent consideration issued in business acquisition
|
$
|
—
|
|
|
$
|
30,100
|
|
|
$
|
—
|
|
•
|
the delivered item has value to the customer on a stand-alone basis; and
|
•
|
if the arrangement includes a general right of return relative to the delivered item, delivery or performance of the undelivered item is considered probable and substantially in the control of the vendor.
|
•
|
the milestone is commensurate with either: (1) the performance required to achieve the milestone, or (2) the enhancement of the value of the delivered items resulting from the performance required to achieve the milestone;
|
•
|
the milestone relates solely to past performance; and
|
•
|
the milestone payment is reasonable relative to all of the deliverables and payment terms within the agreement.
|
•
|
Chargebacks
|
•
|
Rebates and Administrative Fees
|
•
|
Distribution Service Fees
|
•
|
Returns
|
•
|
Shelf-Stock Adjustments
|
•
|
Cash Discounts
|
•
|
Medicaid and Other U.S. Government Pricing Programs
|
•
|
Rx Partner and OTC Partner
|
•
|
Research Partner
|
Percent of Total Accounts Receivable
|
2017
|
|
2016
|
|
2015
|
|||
Customer #1
|
44.7
|
%
|
|
36.2
|
%
|
|
52.4
|
%
|
Customer #2
|
23.6
|
%
|
|
35.6
|
%
|
|
24.8
|
%
|
Customer #3
|
23.4
|
%
|
|
20.5
|
%
|
|
14.4
|
%
|
Top three largest customers
|
91.7
|
%
|
|
92.3
|
%
|
|
91.6
|
%
|
Percent of Gross Revenues
|
2017
|
|
2016
|
|
2015
|
|||
Customer #1
|
32.9
|
%
|
|
40.1
|
%
|
|
45.6
|
%
|
Customer #2
|
30.0
|
%
|
|
28.4
|
%
|
|
21.7
|
%
|
Customer #3
|
25.0
|
%
|
|
20.1
|
%
|
|
18.8
|
%
|
Top three largest customers
|
87.9
|
%
|
|
88.6
|
%
|
|
86.1
|
%
|
|
Estimated Fair Value
|
||
Purchase price per the APAs
|
$
|
575,800
|
|
Upfront payment pursuant to Termination Agreement
|
10,000
|
|
|
Total cash consideration
|
585,800
|
|
|
Fair value of contingent consideration pursuant to Termination Agreement (1)
|
30,100
|
|
|
Total consideration transferred
|
$
|
615,900
|
|
|
Estimated Fair Value
|
Weighted-Average Estimated Useful Life
|
||
Marketed product rights
|
$
|
455,529
|
|
19 years
|
Acquired IPR&D product rights (1)
|
157,503
|
|
n/a
|
|
Total intangible assets
|
613,032
|
|
|
|
Inventory - raw materials
|
2,868
|
|
|
|
Total assets acquired
|
$
|
615,900
|
|
|
|
|
Years Ended December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Total revenues
|
|
$
|
927,593
|
|
|
$
|
1,025,598
|
|
Net (loss) income
|
|
(450,190
|
)
|
|
70,057
|
|
•
|
Adjustments to selling, general and administrative expense related to transaction costs directly attributable to the transaction include the elimination of
$3.1 million
of charges in the pro forms results for the year ended December 31, 2016 which have been included in the pro forma results for the year ended December 31, 2015.
|
Accounts receivable (1)
|
$
|
56,851
|
|
Inventory
|
31,259
|
|
|
Income tax receivable and other prepaid expenses
|
2,407
|
|
|
Property, plant and equipment
|
27,540
|
|
|
Intangible assets
|
632,600
|
|
|
Intangible assets held for sale
|
4,000
|
|
|
Goodwill
|
179,755
|
|
|
Deferred income taxes
|
37,041
|
|
|
Other non-current assets
|
3,844
|
|
|
Total assets acquired
|
975,297
|
|
|
|
|
||
Current liabilities
|
67,584
|
|
|
Deferred tax liabilities
|
210,005
|
|
|
Other non-current liabilities
|
6,360
|
|
|
Total liabilities assumed
|
283,949
|
|
|
|
|
||
Cash paid, net of cash acquired
|
$
|
691,348
|
|
(1)
|
The accounts receivable acquired in the Tower Acquisition had a fair value of
$56.9 million
, including an allowance for doubtful accounts of
$9.0 million
, which represented the Company’s best estimate on March 9, 2015 (the closing date of the transaction) of the contractual cash flows not expected to be collected by the acquired companies.
|
|
Estimated Fair
Value |
|
Weighted-Average
Estimated Useful Life (years) |
||
Marketed product rights
|
$
|
381,100
|
|
|
13
|
Royalty rights
|
80,800
|
|
|
12
|
|
Acquired IPR&D product rights
|
170,700
|
|
|
n/a
|
|
Total intangible assets
|
$
|
632,600
|
|
|
|
|
Year Ended December 31, 2015
|
||
Total revenues
|
$
|
892,906
|
|
Net income
|
$
|
54,285
|
|
•
|
Adjustments to amortization expense related to identifiable intangible assets acquired;
|
•
|
Adjustments to depreciation expense related to property, plant and equipment acquired;
|
•
|
Adjustments to interest expense to reflect the long-term debt held by Tower and Lineage paid out and eliminated at the closing and the Company's Senior Secured Credit Facilities (described in “Note 10. Debt”);
|
•
|
Adjustments to cost of revenues related to the fair value adjustments in inventory sold, including elimination of
$6.1 million
for the year ended December 31, 2015;
|
•
|
Adjustments to selling, general and administrative expense related to the elimination of severance and retention costs of
$3.4 million
incurred as part of the transaction;
|
•
|
Adjustments to selling, general and administrative expense related to transaction costs directly attributable to the transaction include the elimination of
$12.2 million
of charges in the pro forma results for the year ended December 31, 2015; and
|
•
|
Adjustments to reflect the elimination of
$2.3 million
in commitment fees related to the Company's
$435.0 million
term loan with Barclays Bank PLC (described in "Note 10. Debt") that were incurred during the year ended December 31, 2015.
|
•
|
Level 1
- Inputs are quoted prices for identical instruments in active markets.
|
•
|
Level 2
- Inputs are quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; or model-derived valuations whose inputs are observable or whose significant value drivers are observable.
|
•
|
Level 3
- Inputs are unobservable and reflect the Company's own assumptions, based on the best information available, including the Company's own data.
|
|
As of December 31, 2017
|
||||||||||||||||||
|
|
|
|
|
Fair Value Measurement Based on
|
||||||||||||||
|
Carrying
Amount |
|
Fair Value
|
|
Quoted Prices in Active Markets
(Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant Unobservable
Inputs (Level 3) |
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Deferred Compensation Plan assets
(1)
|
$
|
43,023
|
|
|
$
|
43,023
|
|
|
$
|
—
|
|
|
$
|
43,023
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Term Loan Facility due August 2021, current portion
(2)
|
$
|
20,000
|
|
|
$
|
20,000
|
|
|
$
|
—
|
|
|
$
|
20,000
|
|
|
$
|
—
|
|
Term Loan Facility due August 2021, long-term portion
(2)
|
$
|
305,000
|
|
|
$
|
305,000
|
|
|
$
|
—
|
|
|
$
|
305,000
|
|
|
$
|
—
|
|
2% Convertible Senior Notes due June 2022
(3)
|
$
|
600,000
|
|
|
$
|
579,378
|
|
|
$
|
579,378
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Deferred Compensation Plan liabilities
(1)
|
$
|
33,413
|
|
|
$
|
33,413
|
|
|
$
|
—
|
|
|
$
|
33,413
|
|
|
$
|
—
|
|
Contingent consideration, long-term portion
(4)
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
As of December 31, 2016
|
||||||||||||||||||
|
|
|
|
|
Fair Value Measurement Based on
|
||||||||||||||
|
Carrying
Amount |
|
Fair Value
|
|
Quoted Prices in Active Markets
(Level 1) |
|
Significant
Other Observable Inputs (Level 2) |
|
Significant Unobservable
Inputs (Level 3) |
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Deferred Compensation Plan assets
(1)
|
$
|
37,382
|
|
|
$
|
37,382
|
|
|
$
|
—
|
|
|
$
|
37,382
|
|
|
$
|
—
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
||||||||||
Term Loan Facility due August 2021, current portion
(2)
|
$
|
20,000
|
|
|
$
|
20,000
|
|
|
$
|
—
|
|
|
$
|
20,000
|
|
|
$
|
—
|
|
Term Loan Facility due August 2021, long-term portion
(2)
|
$
|
375,000
|
|
|
$
|
375,000
|
|
|
$
|
—
|
|
|
$
|
375,000
|
|
|
$
|
—
|
|
2% Convertible Senior Notes due June 2022
(3)
|
$
|
600,000
|
|
|
$
|
469,800
|
|
|
$
|
469,800
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Deferred Compensation Plan liabilities
(1)
|
$
|
28,582
|
|
|
$
|
28,582
|
|
|
$
|
—
|
|
|
$
|
28,582
|
|
|
$
|
—
|
|
Contingent consideration, long-term portion
(4)
|
$
|
31,048
|
|
|
$
|
31,048
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
31,048
|
|
(1)
|
The Deferred Compensation Plan liabilities are non-current liabilities recorded at the value of the amount owed to the plan participants, with changes in value recognized as compensation expense in the Company’s consolidated statements of operations. The calculation of the Deferred Compensation Plan obligation is derived from observable market data by reference to hypothetical investments selected by the participants and is included in the line item captioned “Other non-current liabilities” on the Company’s consolidated balance sheets. The Company invests participant contributions in corporate-owned life insurance (“COLI”) policies, for which the cash surrender value is included in the line item captioned “Other non-current assets” on the Company’s consolidated balance sheets.
|
(2)
|
The difference between the amount shown as the carrying value in the above tables and the amount shown on the Company’s consolidated balance sheets as of
December 31, 2017
and
2016
represents the unaccreted discount related to deferred debt issuance costs.
|
(3)
|
The difference between the amount shown as the carrying value in the above tables and the amount shown on the Company’s consolidated balance sheets at
December 31, 2017
and
2016
represents the unaccreted discounts related to deferred debt issuance costs and bifurcation of the conversion feature of the notes.
|
(4)
|
Under the terms of the Termination Agreement related to the Teva Transaction as described in "Note 3. Business Acquisitions.", the Company could be contractually obligated to make payments up to
$40.0 million
based on the achieveme
nt of certain commercial and time-based milestones associated with its methylphenidate hydrochloride product. A discounted cash flow valuation model was used to value the contingent consideration using significant unobservable inputs, including the probability and timing of successful product launch, the expected number of product competitors in the market at the time of launch (as defined in the Termination Agreement) and the expected number of such competitors in the market on the one-year launch anniversary date. The Company conducted a review of the underlying inputs and assumptions at December 31, 2017, and based on timing and probability of the product launch, and corresponding number of competitors expected to be in the market at both launch and the one-year anniversary of launch, the Company concluded that the fair value of its contingent consideration is
$0
.
|
|
Years Ended December 31,
|
||||||
Contingent consideration
|
2017
|
|
2016
|
||||
Beginning balance
|
$
|
31,048
|
|
|
$
|
—
|
|
Completion of Teva Transaction August 3, 2016
|
—
|
|
|
30,100
|
|
||
Change in fair value included in earnings
|
(31,048
|
)
|
|
948
|
|
||
Ending balance
|
$
|
—
|
|
|
$
|
31,048
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Gross accounts receivable
(1)
|
$
|
634,059
|
|
|
$
|
794,173
|
|
Less: Rebate reserve
|
(181,611
|
)
|
|
(293,816
|
)
|
||
Less: Chargeback reserve
|
(136,891
|
)
|
|
(151,978
|
)
|
||
Less: Distribution services reserve
|
(11,037
|
)
|
|
(18,318
|
)
|
||
Less: Discount reserve
|
(14,344
|
)
|
|
(17,957
|
)
|
||
Less: Uncollectible accounts reserve
(2)
|
(49,423
|
)
|
|
(54,736
|
)
|
||
Accounts receivable, net
|
$
|
240,753
|
|
|
$
|
257,368
|
|
(1)
|
Includes estimated
$44.3 million
and
$40.3 million
as of
December 31, 2017
and
2016
, respectively, receivable due from Turing Pharmaceuticals AG ("Turing") for reimbursement of Daraprim® chargebacks and Medicaid rebate liabilities pursuant to an Asset Purchase Agreement between the Company and Turing dated August 7, 2015 (the "Turing APA"). In accordance with the terms of the Turing APA and in accordance with federal laws and regulations, the Company receives, and is initially responsible for processing and paying (subject to reimbursement by Turing), all chargebacks and rebates resulting from utilization by Medicaid, Medicare and other federal, state and local government programs, health plans and other health care providers for products sold under the Company's labeler code. Under the terms of the Turing APA, Turing is responsible for liabilities related to chargebacks and rebates that arise as a result of Turing's marketing or selling related activities in connection with Daraprim®. Refer to "Note 19. Legal and Regulatory Matters" for a description of the Company's suit against Turing related to, among other matters, Turing's failure to reimburse the Company for chargebacks and Medicaid rebate liabilities when due.
|
(2)
|
As a result of the uncertainty of collection from Turing that developed during the first quarter of 2016, the Company recorded a reserve of
$48.0 million
as of March 31, 2016, which represented the full amount of the estimated receivable due from Turing. During the fourth quarter of 2016, the Company received a
$7.7 million
payment from Turing. During the year ended December 31, 2017, the Company increased the reserve balance by a net
$4.0 million
, consisting of a
$5.0 million
increase in the reserve resulting from additional Medicaid rebate claims received during the period and a
$1.0 million
reduction in the reserve balance resulting from payments received from Turing during the period. As of December 31, 2017, the
$44.3 million
estimated receivable due from Turing was fully reserved.
|
|
Years Ended December 31,
|
||||||||||
Rebate reserve
|
2017
|
|
2016
|
|
2015
|
||||||
Beginning balance
|
$
|
293,816
|
|
|
$
|
265,229
|
|
|
$
|
88,812
|
|
Acquired balances
|
—
|
|
|
—
|
|
|
75,447
|
|
|||
Provision recorded during the period for Impax Generics rebates
|
642,447
|
|
|
756,774
|
|
|
571,642
|
|
|||
Credits issued during the period for Impax Generics rebates
|
(754,652
|
)
|
|
(728,187
|
)
|
|
(470,672
|
)
|
|||
Ending balance
|
$
|
181,611
|
|
|
$
|
293,816
|
|
|
$
|
265,229
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Chargeback reserve
|
|
|
|
|
|
||||||
Beginning balance
|
$
|
151,978
|
|
|
$
|
102,630
|
|
|
$
|
43,125
|
|
Acquired balances
|
—
|
|
|
—
|
|
|
24,532
|
|
|||
Provision recorded during the period
|
1,212,039
|
|
|
1,011,400
|
|
|
833,157
|
|
|||
Credits issued during the period
|
(1,227,126
|
)
|
|
(962,052
|
)
|
|
(798,184
|
)
|
|||
Ending balance
|
$
|
136,891
|
|
|
$
|
151,978
|
|
|
$
|
102,630
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Raw materials
|
$
|
63,732
|
|
|
$
|
53,808
|
|
Work in-process
|
3,046
|
|
|
3,280
|
|
||
Finished goods
|
104,187
|
|
|
130,879
|
|
||
Total inventory
|
170,965
|
|
|
187,967
|
|
||
Less: Non-current inventory
|
12,494
|
|
|
12,737
|
|
||
Total inventory-current, net
|
$
|
158,471
|
|
|
$
|
175,230
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Land
|
$
|
3,500
|
|
|
$
|
5,603
|
|
Buildings and improvements
|
96,775
|
|
|
174,303
|
|
||
Equipment
|
82,442
|
|
|
143,818
|
|
||
Office furniture and equipment
|
11,082
|
|
|
15,767
|
|
||
Construction-in-progress
|
46,622
|
|
|
50,191
|
|
||
Property, plant and equipment, gross
|
240,421
|
|
|
389,682
|
|
||
Less: Accumulated depreciation
|
(115,608
|
)
|
|
(156,310
|
)
|
||
Property, plant and equipment, net
|
$
|
124,813
|
|
|
$
|
233,372
|
|
|
|
Marketed Product Rights
|
|
IPR&D and Royalties
|
|
Total Company
|
||||||||||||
|
|
Gross Carrying Value
|
Accumulated Amortization
|
Intangible Assets, Net
|
|
Non-amortized Value
|
|
Intangible Assets, Net
|
||||||||||
Balance as of December 31, 2015
|
|
$
|
460,875
|
|
$
|
(83,095
|
)
|
$
|
377,780
|
|
|
$
|
224,240
|
|
|
$
|
602,020
|
|
Additions
|
(1)
|
455,529
|
|
—
|
|
455,529
|
|
|
161,003
|
|
|
616,532
|
|
|||||
Amortization
|
|
—
|
|
(56,489
|
)
|
(56,489
|
)
|
|
—
|
|
|
(56,489
|
)
|
|||||
Commercial Launch
|
(2)
|
97,300
|
|
—
|
|
97,300
|
|
|
(97,300
|
)
|
|
—
|
|
|||||
Impairment Charge
|
(3)
|
(488,632
|
)
|
—
|
|
(488,632
|
)
|
|
(52,965
|
)
|
|
(541,597
|
)
|
|||||
Balance as of December 31, 2016
|
|
525,072
|
|
(139,584
|
)
|
385,488
|
|
|
234,978
|
|
|
620,466
|
|
|||||
Additions
|
|
|
|
—
|
|
|
50
|
|
|
50
|
|
|||||||
Amortization
|
|
—
|
|
(68,375
|
)
|
(68,375
|
)
|
|
—
|
|
|
(68,375
|
)
|
|||||
Commercial Launch
|
(2)
|
4,216
|
|
—
|
|
4,216
|
|
|
(4,216
|
)
|
|
—
|
|
|||||
Divestiture
|
(4)
|
(2,414
|
)
|
2,414
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Impairment Charge
|
(3)
|
(96,865
|
)
|
—
|
|
(96,865
|
)
|
|
(192,809
|
)
|
|
(289,674
|
)
|
|||||
Balance as of December 31, 2017
|
|
$
|
430,009
|
|
$
|
(205,545
|
)
|
$
|
224,464
|
|
|
$
|
38,003
|
|
|
$
|
262,467
|
|
(1)
|
During the first quarter of 2016, the Company capitalized
$3.5 million
of milestone payments due to an affiliate of Teva under the terms of the Mebendazole Product Agreement related to the FDA's approval and the Company's subsequent commercial launch of Emverm® (mebendazole) 100 mg chewable tablets. See "Note 17. Alliance and Collaboration Agreements" for additional information related to the Mebendazole Product Agreement.
|
(2)
|
During the year ended December 31, 2017, the Company commercially launched
two
products acquired as IPR&D as part of the Teva Transaction and Tower Acquisition and, as a result, transferred the
$4.2 million
asset value from non-amortized, indefinite-lived acquired IPR&D product rights to amortized, finite lived marketed product rights. These assets will be amortized over an estimated useful life ranging from
seven
to
eight
years based on the pattern of economic benefit expected to be realized through 2025.
|
(3)
|
For the year ended December 31, 2017 the Company recognized a total of
$289.7 million
of intangible asset impairment charges, of which
$96.9 million
were recognized in cost of revenues impairment charges and
$192.8 million
were recognized in in-process research and development impairment charges on the Company’s consolidated statement of operations.
|
(4)
|
During the second quarter of 2017, the Company divested
29
ANDAs and
one
NDA for non-strategic approved generic products, the vast majority of which were not marketed, and all acquired as part of the Tower Acquisition, for gross proceeds of
$12.0 million
. These intangible assets had a fully amortized gross carrying value of
$2.4 million
at the time of the sale. The Company incurred
$0.1 million
of legal expense in connection with the divestiture, resulting in a net gain on sale of
$11.9 million
recognized as gain on sale of assets on the Company’s consolidated statement of operations.
|
For the years ending December 31,
|
Amortization
Expense |
||
2018
|
$
|
56,431
|
|
2019
|
46,771
|
|
|
2020
|
36,140
|
|
|
2021
|
23,778
|
|
|
2022
|
19,701
|
|
|
Thereafter
|
41,643
|
|
|
Total
|
$
|
224,464
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||
Payroll-related expenses
|
$
|
38,415
|
|
|
$
|
37,986
|
|
Product returns
|
76,293
|
|
|
72,888
|
|
||
Accrued shelf stock
|
7,525
|
|
|
7,032
|
|
||
Government rebates
|
73,970
|
|
|
72,063
|
|
||
Legal and professional fees
|
14,005
|
|
|
8,395
|
|
||
Estimated Teva and Allergan chargebacks and rebates
(1)
|
13,277
|
|
|
14,813
|
|
||
Accrued profit sharing and royalty expenses
|
8,373
|
|
|
13,642
|
|
||
Other
|
16,269
|
|
|
17,834
|
|
||
Total accrued expenses
|
$
|
248,127
|
|
|
$
|
244,653
|
|
(1)
|
As discussed in "Note 3. Business Acquisitions," in connection with the Teva Transaction, the Company, Teva and Allergan agreed to certain transition related services pursuant to which the Company agreed to manage the payment process for certain commercial chargebacks and rebates on behalf of Teva and Allergan related to products each of Teva and Allergan sold into the channel prior to the Company's acquisition of the products. On August 18, 2016, the Company received a payment totaling
$42.4 million
from Teva and Allergan, which represented their combined estimate of the amount of commercial chargebacks and rebates to be paid by the Company on their behalf to wholesalers who purchased products from Teva and Allergan prior to the closing. Pursuant to the agreed upon transition services, Teva and Allergan are obligated to reimburse the Company for additional payments related to chargebacks and rebates for products they sold into the channel prior to the closing and made on their behalf in excess of the
$42.4 million
. If the total payments made by the Company on behalf of Teva and Allergan are less than
$42.4 million
, the Company is obligated to refund the difference to Teva and/or Allergan. As of
December 31, 2017
, the Company had paid
$29.1 million
related to chargebacks and rebates as described above and
$13.3 million
remained in accrued expenses on the Company's consolidated balance sheet.
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Returns reserve
|
|
|
|
|
|
||||||
Beginning balance
|
$
|
72,888
|
|
|
$
|
48,950
|
|
|
$
|
27,174
|
|
Acquired balances
|
—
|
|
|
—
|
|
|
11,364
|
|
|||
Provision related to sales recorded in the period
|
47,709
|
|
|
52,383
|
|
|
43,967
|
|
|||
Credits issued during the period
|
(44,304
|
)
|
|
(28,445
|
)
|
|
(33,555
|
)
|
|||
Ending balance
|
$
|
76,293
|
|
|
$
|
72,888
|
|
|
$
|
48,950
|
|
(i)
|
If during any calendar quarter commencing after the quarter ending September 30, 2015 (and only during such calendar quarter) the last reported sale price of the Company’s common stock for at least
20
trading days (whether or not consecutive) during a period of
30
consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than
130%
of the conversion price on each applicable trading day; or
|
(ii)
|
If during the
five
business day period after any
10
consecutive trading day period (the “measurement period”) in which the trading price per
$1,000
of principal amount of Notes for each trading day of the measurement period was less than
98%
of the product of the last report sale price of the Company’s common stock and the conversion rate on each such trading day; or
|
(iii)
|
Upon the occurrence of corporate events specified in the Indenture.
|
Years ending December 31,
|
|
||
2018
|
$
|
20,000
|
|
2019
|
20,000
|
|
|
2020
|
20,000
|
|
|
2021
|
265,000
|
|
|
2022
|
600,000
|
|
|
Total
|
$
|
925,000
|
|
Shares issued
|
74,234
|
|
Stock options outstanding
(1)
|
3,175
|
|
Conversion of Notes payable
(2)
|
9,471
|
|
Warrants outstanding (see below)
|
9,471
|
|
Total shares of common stock issued and reserved for issuance
|
96,351
|
|
|
Years Ended December 31,
|
|
||||||||||||
|
2017
|
|
|
2016
|
|
|
2015
|
|
||||||
Basic (Loss) Earnings Per Common Share:
|
|
|
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(469,287
|
)
|
|
|
$
|
(472,031
|
)
|
|
|
$
|
38,997
|
|
|
Weighted-average common shares outstanding
|
71,857
|
|
|
|
71,147
|
|
|
|
69,640
|
|
|
|||
Basic (loss) earnings per share
|
$
|
(6.53
|
)
|
|
|
$
|
(6.63
|
)
|
|
|
$
|
0.56
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Diluted (Loss) Earnings Per Common Share:
|
|
|
|
|
|
|
|
|
||||||
Net (loss) income
|
$
|
(469,287
|
)
|
|
|
$
|
(472,031
|
)
|
|
|
$
|
38,997
|
|
|
Add-back of interest expense on outstanding convertible notes payable, net of tax
|
—
|
|
(1)
|
|
—
|
|
(1)
|
|
—
|
|
(2)
|
|||
Adjusted net (loss) income
|
$
|
(469,287
|
)
|
|
|
$
|
(472,031
|
)
|
|
|
$
|
38,997
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Weighted-average common shares outstanding
|
71,857
|
|
|
|
71,147
|
|
|
|
69,640
|
|
|
|||
Weighted-average incremental shares related to assumed exercise of warrants, stock options, vesting of non-vested shares and ESPP share issuance
|
—
|
|
(3)
|
|
—
|
|
(4)
|
|
2,387
|
|
(5)
|
|||
Weighted-average incremental shares assuming conversion of outstanding notes payable
|
—
|
|
(1)
|
|
—
|
|
(1)
|
|
—
|
|
(2)
|
|||
Diluted weighted-average common shares outstanding
|
71,857
|
|
(3)
|
|
71,147
|
|
(4)
|
|
72,027
|
|
(6)
|
|||
Diluted net (loss) income per share
|
$
|
(6.53
|
)
|
|
|
$
|
(6.63
|
)
|
|
|
$
|
0.54
|
|
|
(1)
|
For the years ended
December 31, 2017
and 2016, the Company incurred a net loss, which cannot be diluted, so basic and diluted loss per common share were the same. Accordingly, there were no numerator or denominator adjustments related to the Company's outstanding Notes.
|
(2)
|
The numerator and denominator adjustments related to the Company’s convertible notes payable were excluded from the computation because the add-back of interest expense, net of tax, to the numerator had a greater effect on the quotient than the inclusion of the incremental shares assuming conversion of the convertible notes payable in the denominator, resulting in anti-dilution.
|
(3)
|
For the year ended December 31, 2017, the Company incurred a net loss, which cannot be diluted, so basic and diluted loss per common share were the same. As of December 31, 2017, shares issuable but not included in the Company's calculation of diluted EPS, which could potentially dilute future earnings, included
9.47 million
warrants outstanding,
9.47 million
shares for conversion of outstanding Notes payable,
3.2 million
stock options outstanding and
1.9 million
non-vested restricted stock awards.
|
(4)
|
For the year ended December 31, 2016, the Company incurred a net loss, which cannot be diluted, so basic and diluted loss per common share were the same. As of December 31, 2016, shares issuable but not included in the Company's calculation of diluted EPS, which could potentially dilute future earnings, included
9.47 million
warrants outstanding,
9.47 million
shares for conversion of outstanding Notes payable,
2.2 million
stock options outstanding and
2.2 million
non-vested restricted stock awards.
|
(5)
|
As of December 31, 2015, the approximately
9.47 million
warrants outstanding have been excluded from the denominator of the diluted EPS computation under the treasury stock method because the exercise price of the warrants exceeds the average market price of the Company’s common stock for the period, so inclusion in the calculation would be anti-dilutive.
|
(6)
|
As of December 31, 2015, shares issuable but not included in the Company’s calculation of diluted EPS, which could potentially dilute future earnings, included
9.47 million
for warrants outstanding,
9.47 million
shares for conversion of outstanding Notes payable,
1.7 million
stock options outstanding and
1.5 million
non-vested restricted stock awards.
|
Stock Options
|
Number of Shares
Under Option |
|
Weighted-
Average Exercise Price per Share |
|||
Outstanding at December 31, 2014
|
3,042,180
|
|
|
$
|
14.78
|
|
Options granted
|
406,950
|
|
|
41.27
|
|
|
Options exercised
|
(1,042,198
|
)
|
|
9.87
|
|
|
Options forfeited
|
(1,561
|
)
|
|
16.70
|
|
|
Outstanding at December 31, 2015
|
2,405,371
|
|
|
21.39
|
|
|
Options granted
|
572,625
|
|
|
12.27
|
|
|
Options exercised
|
(477,910
|
)
|
|
19.09
|
|
|
Options forfeited
|
(265,755
|
)
|
|
35.88
|
|
|
Outstanding at December 31, 2016
|
2,234,331
|
|
|
22.67
|
|
|
Options granted
|
1,198,726
|
|
|
12.21
|
|
|
Options exercised
|
(74,643
|
)
|
|
10.22
|
|
|
Options forfeited
|
(183,417
|
)
|
|
33.07
|
|
|
Outstanding at December 31, 2017
|
3,174,997
|
|
|
18.36
|
|
|
Options exercisable at December 31, 2017
|
1,634,133
|
|
|
$
|
19.63
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Volatility (range)
|
46.5%
|
-
|
49.2%
|
|
38.1%
|
-
|
40.3%
|
|
39.9%
|
-
|
40.1%
|
Volatility (weighted average)
|
48.1%
|
|
38.3%
|
|
40.0%
|
||||||
Risk-free interest rate (range)
|
1.9%
|
-
|
2.2%
|
|
1.2%
|
-
|
1.9%
|
|
0.8%
|
-
|
1.8%
|
Risk-free interest rate (weighted average)
|
2.1%
|
|
1.4%
|
|
1.7%
|
||||||
Dividend yield
|
—%
|
|
—%
|
|
—%
|
||||||
Weighted-average expected life (years)
|
6.18
|
|
6.14
|
|
6.18
|
||||||
Weighted average grant date fair value
|
$5.93
|
|
$12.27
|
|
$17.08
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Manufacturing expenses
|
$
|
4,975
|
|
|
$
|
6,364
|
|
|
$
|
4,479
|
|
Research and development
|
16,174
|
|
|
5,697
|
|
|
5,996
|
|
|||
Selling, general and administrative
|
5,109
|
|
|
20,119
|
|
|
18,138
|
|
|||
Total
|
$
|
26,258
|
|
|
$
|
32,180
|
|
|
$
|
28,613
|
|
•
|
Consolidating all of Generic R&D and U.S. manufacturing and packing operations to the Company's Hayward, California facility;
|
•
|
Continuing the previously announced closure of the Middlesex, New Jersey manufacturing site, which will now include the closure of the Middlesex Generic R&D site as further discussed below under "Middlesex, New Jersey Manufacturing and Packaging Operations" and "Middlesex, New Jersey Generic R&D";
|
•
|
Reorganizing certain functions including quality, engineering and supply chain operations as further described below under "Technical Operations Reduction-in-Force";
|
•
|
Reviewing strategic alternatives for the Company’s Taiwan facility, including a sale of the facility as further described below under "Sale of Impax Laboratories (Taiwan), Inc." and
|
•
|
Rationalizing the generic portfolio to eliminate low-value products and streamline operations such as the Company's divestment during the second quarter of 2017 of
29
ANDAs and
one
NDA for approved non-strategic generic products, the vast majority of which were not marketed, and all acquired as part of the Tower Acquisition, as described in "Note 8. Intangible Assets and Goodwill."
|
Type of Cost
|
Cumulative Amount Incurred
|
||
Employee retention and severance payments
|
$
|
12,725
|
|
Technical transfer of products
|
9,544
|
|
|
Asset impairment and accelerated depreciation charges
|
20,900
|
|
|
Facilities lease terminations and asset retirement obligations
|
209
|
|
|
Legal and professional fees
|
12
|
|
|
Total estimated restructuring charges
|
$
|
43,390
|
|
|
|
Balance as of December 31, 2015
|
|
Expensed /Accrued Expense
|
|
Cash Payments
|
|
Non-Cash Items
|
|
Balance as of December 31, 2016
|
||||||||||
Employee retention and severance payments
|
|
$
|
—
|
|
|
$
|
6,636
|
|
|
$
|
(691
|
)
|
|
$
|
—
|
|
|
$
|
5,945
|
|
Technical transfer of products
|
|
—
|
|
|
6,573
|
|
|
(6,573
|
)
|
|
—
|
|
|
—
|
|
|||||
Asset impairment and accelerated depreciation charges
|
|
—
|
|
|
13,678
|
|
|
—
|
|
|
(13,678
|
)
|
|
—
|
|
|||||
Facilities lease terminations and asset retirement obligations
|
|
—
|
|
|
209
|
|
|
—
|
|
|
—
|
|
|
209
|
|
|||||
Legal and professional fees
|
|
—
|
|
|
12
|
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
—
|
|
|
$
|
27,108
|
|
|
$
|
(7,276
|
)
|
|
$
|
(13,678
|
)
|
|
$
|
6,154
|
|
|
|
Balance as of December 31, 2016
|
|
Expensed /Accrued Expense
|
|
Cash Payments
|
|
Non-Cash Items
|
|
Balance as of December 31, 2017
|
||||||||||
Employee retention and severance payments
|
|
$
|
5,945
|
|
|
$
|
6,089
|
|
|
$
|
(4,648
|
)
|
|
$
|
—
|
|
|
$
|
7,386
|
|
Technical transfer of products
|
|
—
|
|
|
2,671
|
|
|
(2,671
|
)
|
|
—
|
|
|
—
|
|
|||||
Asset impairment and accelerated depreciation charges
|
|
—
|
|
|
7,525
|
|
|
—
|
|
|
(7,525
|
)
|
|
—
|
|
|||||
Facilities lease terminations and asset retirement obligations
|
|
209
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
209
|
|
|||||
Total
|
|
$
|
6,154
|
|
|
$
|
16,285
|
|
|
$
|
(7,319
|
)
|
|
$
|
(7,525
|
)
|
|
$
|
7,595
|
|
|
December 31, 2017
|
||
Current assets
|
$
|
11,527
|
|
Property, plant and equipment
|
18,500
|
|
|
Assets held for sale
|
$
|
30,027
|
|
|
|
||
Current liabilities
|
$
|
7,170
|
|
Liabilities held for sale
|
$
|
7,170
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal taxes
|
$
|
(55,844
|
)
|
|
$
|
21,386
|
|
|
$
|
48,078
|
|
State taxes
|
(372
|
)
|
|
266
|
|
|
2,286
|
|
|||
Foreign taxes
|
639
|
|
|
1,377
|
|
|
(442
|
)
|
|||
Total current tax (benefit) expense
|
(55,577
|
)
|
|
23,029
|
|
|
49,922
|
|
|||
|
|
|
|
|
|
||||||
Deferred:
|
|
|
|
|
|
||||||
Federal taxes
|
$
|
73,357
|
|
|
$
|
(133,387
|
)
|
|
$
|
(23,605
|
)
|
State taxes
|
(371
|
)
|
|
5,502
|
|
|
(5,733
|
)
|
|||
Foreign taxes
|
917
|
|
|
562
|
|
|
(213
|
)
|
|||
Total deferred tax expense (benefit)
|
73,903
|
|
|
(127,323
|
)
|
|
(29,551
|
)
|
|||
|
|
|
|
|
|
||||||
Provision for (benefit from) income taxes
|
$
|
18,326
|
|
|
$
|
(104,294
|
)
|
|
$
|
20,371
|
|
|
Years Ended December 31,
|
|||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
(Loss) income before income taxes
|
$
|
(450,961
|
)
|
|
|
|
|
$
|
(576,325
|
)
|
|
|
|
$
|
59,368
|
|
|
|
||
Tax (benefit) provision at the federal statutory rate
|
(157,836
|
)
|
|
35.0
|
%
|
|
(201,714
|
)
|
|
35.0
|
%
|
|
20,779
|
|
|
35.0
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Increase (decrease) in tax rate resulting from:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Tax rate differential and permanent items on foreign income
|
662
|
|
|
(0.2
|
)%
|
|
186
|
|
|
—
|
%
|
|
412
|
|
|
0.7
|
%
|
|||
State income taxes, net of federal benefit
|
(8,291
|
)
|
|
1.8
|
%
|
|
(7,394
|
)
|
|
1.3
|
%
|
|
365
|
|
|
0.6
|
%
|
|||
State research and development credits
|
(1,324
|
)
|
|
0.3
|
%
|
|
(1,767
|
)
|
|
0.3
|
%
|
|
(2,357
|
)
|
|
(4.0
|
)%
|
|||
Federal research and development credits
|
(1,243
|
)
|
|
0.3
|
%
|
|
(2,213
|
)
|
|
0.4
|
%
|
|
(2,672
|
)
|
|
(4.5
|
)%
|
|||
Share-based compensation
|
5,471
|
|
|
(1.2
|
)%
|
|
1,768
|
|
|
(0.3
|
)%
|
|
968
|
|
|
1.6
|
%
|
|||
Executive compensation
|
543
|
|
|
(0.1
|
)%
|
|
(761
|
)
|
|
0.1
|
%
|
|
3,140
|
|
|
5.3
|
%
|
|||
Domestic manufacturing deduction
|
—
|
|
|
—
|
%
|
|
(1,286
|
)
|
|
0.2
|
%
|
|
(1,422
|
)
|
|
(2.4
|
)%
|
|||
Other permanent book/tax differences
|
(1,846
|
)
|
|
0.4
|
%
|
|
(258
|
)
|
|
—
|
%
|
|
2,003
|
|
|
3.4
|
%
|
|||
Provision for uncertain tax positions
|
(807
|
)
|
|
0.2
|
%
|
|
337
|
|
|
—
|
%
|
|
184
|
|
|
0.3
|
%
|
|||
Revision of prior years’ estimates
|
1,371
|
|
|
(0.3
|
)%
|
|
(792
|
)
|
|
0.1
|
%
|
|
859
|
|
|
1.5
|
%
|
|||
Taiwan rural area investment tax credit
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
(2,134
|
)
|
|
(3.6
|
)%
|
|||
Impact on gross deferred net assets from 2017 Tax Reform Act
|
100,065
|
|
|
(22.2
|
)%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Foreign withholding tax
|
1,534
|
|
|
(0.3
|
)%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Other, net
|
2,888
|
|
|
(0.7
|
)%
|
|
842
|
|
|
(0.1
|
)%
|
|
246
|
|
|
0.4
|
%
|
|||
Valuation allowance
|
77,139
|
|
|
(17.1
|
)%
|
|
108,758
|
|
|
(18.9
|
)%
|
|
—
|
|
|
—
|
%
|
|||
Provision for (benefit from) income taxes
|
$
|
18,326
|
|
|
(4.1
|
)%
|
|
$
|
(104,294
|
)
|
|
18.1
|
%
|
|
$
|
20,371
|
|
|
34.3
|
%
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
Deferred tax assets:
|
|
|
|
||||
Accrued expenses
|
$
|
60,069
|
|
|
$
|
114,825
|
|
Inventory reserves
|
17,602
|
|
|
15,873
|
|
||
Net operating loss carryforwards
|
2,518
|
|
|
2,302
|
|
||
Depreciation and amortization
|
2,657
|
|
|
651
|
|
||
Acquired product rights and intangibles
|
118,168
|
|
|
128,401
|
|
||
Capitalized legal fees
|
6,695
|
|
|
10,231
|
|
||
Credit carryforwards
|
11,205
|
|
|
8,453
|
|
||
Share based compensation expense
|
3,535
|
|
|
6,371
|
|
||
Sale of subsidiary
|
7,794
|
|
|
—
|
|
||
Other
|
495
|
|
|
525
|
|
||
Deferred tax assets
|
230,738
|
|
|
287,632
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Tax depreciation and amortization in excess of book amounts
|
3,808
|
|
|
5,428
|
|
||
Acquired product rights and intangibles
|
35,698
|
|
|
95,517
|
|
||
Derivative
|
3,411
|
|
|
6,192
|
|
||
Foreign withholding tax
|
1,824
|
|
|
—
|
|
||
Other
|
3,326
|
|
|
1,871
|
|
||
Deferred tax liabilities
|
48,067
|
|
|
109,008
|
|
||
|
|
|
|
||||
Deferred tax assets (liabilities), net
|
182,671
|
|
|
178,624
|
|
||
Valuation allowance
|
(185,897
|
)
|
|
(108,758
|
)
|
||
Deferred tax assets (liabilities), net after valuation allowance
|
$
|
(3,226
|
)
|
|
$
|
69,866
|
|
|
Years Ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Unrecognized tax benefits beginning of year
|
$
|
6,425
|
|
|
$
|
5,680
|
|
|
$
|
6,517
|
|
Gross change for current year positions
|
328
|
|
|
549
|
|
|
1,079
|
|
|||
Gross change for prior period positions
|
(105
|
)
|
|
1,318
|
|
|
(673
|
)
|
|||
Gross change due to Tower Acquisition
|
—
|
|
|
—
|
|
|
1,037
|
|
|||
Decrease due to expiration of statutes of limitations
|
(972
|
)
|
|
—
|
|
|
—
|
|
|||
Decrease due to settlements and payments
|
—
|
|
|
(1,122
|
)
|
|
(2,280
|
)
|
|||
Unrecognized tax benefits end of year
|
$
|
5,676
|
|
|
$
|
6,425
|
|
|
$
|
5,680
|
|
•
|
Designation of a development candidate
. Following the designation of a development candidate, generally, IND-enabling animal studies for a new development candidate take
12
to
18
months to complete.
|
•
|
Initiation of a Phase I clinical trial
. Generally, Phase I clinical trials take
one
to
two
years to complete.
|
•
|
Initiation or completion of a Phase II clinical trial
. Generally, Phase II clinical trials take
one
to
three
years to complete.
|
•
|
Initiation or completion of a Phase III clinical trial
. Generally, Phase III clinical trials take
two
to
four
years to complete.
|
•
|
Completion of a bioequivalence study
. Generally, bioequivalence studies take
three
months to
one
year to complete.
|
•
|
Filing or acceptance of regulatory applications for marketing approval such as a New Drug Application in the United States or Marketing Authorization Application in Europe
. Generally, it takes
six
to
12
months to prepare and submit regulatory filings and
two
months for a regulatory filing to be accepted for substantive review.
|
•
|
Marketing approval in a major market, such as the United States or Europe
. Generally it takes
one
to
three
years after an application is submitted to obtain approval from the applicable regulatory agency.
|
•
|
Marketing approval in a major market, such as the United States or Europe for a new indication of an already-approved product
. Generally it takes
one
to
three
years after an application for a new indication is submitted to obtain approval from the applicable regulatory agency.
|
•
|
First commercial sale in a particular market
,
such as in the United States or Europe
.
|
•
|
Product sales in excess of a pre-specified threshold
,
such as annual sales exceeding
$100 million
. The amount of time to achieve this type of milestone depends on several factors including but not limited to the dollar amount of the threshold, the pricing of the product and the pace at which customers begin using the product.
|
Years ending December 31,
|
|
||
2018
|
$
|
5,575
|
|
2019
|
3,740
|
|
|
2020
|
2,578
|
|
|
2021
|
2,551
|
|
|
2022
|
2,585
|
|
|
Thereafter
|
11,113
|
|
|
Total minimum lease payments
|
$
|
28,142
|
|
Year Ended December 31, 2017
|
Impax
Generics |
|
Impax
Specialty Pharma |
|
Corporate
and Other |
|
Total
Company |
||||||||
Revenues, net
|
$
|
549,077
|
|
|
$
|
226,710
|
|
|
$
|
—
|
|
|
$
|
775,787
|
|
Cost of revenues
|
454,911
|
|
|
80,212
|
|
|
—
|
|
|
535,123
|
|
||||
Cost of revenues impairment charges
|
96,865
|
|
|
—
|
|
|
—
|
|
|
96,865
|
|
||||
Selling, general and administrative
|
28,294
|
|
|
67,949
|
|
|
120,027
|
|
|
216,270
|
|
||||
Research and development
|
63,245
|
|
|
17,602
|
|
|
—
|
|
|
80,847
|
|
||||
In-process research and development impairment charges
|
192,809
|
|
|
—
|
|
|
—
|
|
|
192,809
|
|
||||
Fixed assets impairment charges
|
8,380
|
|
|
74,128
|
|
|
—
|
|
|
82,508
|
|
||||
Change in fair value of contingent consideration
|
(31,048
|
)
|
|
—
|
|
|
—
|
|
|
(31,048
|
)
|
||||
Patent litigation
|
827
|
|
|
4,278
|
|
|
—
|
|
|
5,105
|
|
||||
(Loss) before income taxes
|
(265,206
|
)
|
|
(17,459
|
)
|
|
(168,296
|
)
|
|
(450,961
|
)
|
Year Ended December 31, 2016
|
Impax
Generics |
|
Impax
Specialty Pharma |
|
Corporate
and Other |
|
Total
Company |
||||||||
Revenues, net
|
$
|
606,320
|
|
|
$
|
218,109
|
|
|
$
|
—
|
|
|
$
|
824,429
|
|
Cost of revenues
|
417,316
|
|
|
69,583
|
|
|
—
|
|
|
486,899
|
|
||||
Cost of revenues impairment charges
|
464,319
|
|
|
24,313
|
|
|
—
|
|
|
488,632
|
|
||||
Selling, general and administrative
|
20,508
|
|
|
61,448
|
|
|
119,874
|
|
|
201,830
|
|
||||
Research and development
|
61,980
|
|
|
18,486
|
|
|
—
|
|
|
80,466
|
|
||||
In-process research and development impairment charges
|
27,765
|
|
|
25,200
|
|
|
—
|
|
|
52,965
|
|
||||
Patent litigation
|
829
|
|
|
6,990
|
|
|
—
|
|
|
7,819
|
|
||||
(Loss) income before income taxes
|
(386,397
|
)
|
|
12,089
|
|
|
(202,017
|
)
|
|
(576,325
|
)
|
Year Ended December 31, 2015
|
Impax Generics |
|
Impax
Specialty Pharma |
|
Corporate
and Other |
|
Total
Company |
||||||||
Revenues, net
|
$
|
710,932
|
|
|
$
|
149,537
|
|
|
$
|
—
|
|
|
$
|
860,469
|
|
Cost of revenues
|
442,742
|
|
|
58,020
|
|
|
—
|
|
|
500,762
|
|
||||
Cost of revenues impairment charges
|
7,303
|
|
|
—
|
|
|
—
|
|
|
7,303
|
|
||||
Selling, general and administrative
|
29,641
|
|
|
52,427
|
|
|
119,219
|
|
|
201,287
|
|
||||
Research and development
|
52,478
|
|
|
18,144
|
|
|
—
|
|
|
70,622
|
|
||||
In-process research and development impairment charges
|
6,360
|
|
|
—
|
|
|
—
|
|
|
6,360
|
|
||||
Patent litigation
|
2,942
|
|
|
1,625
|
|
|
—
|
|
|
4,567
|
|
||||
Income (loss) before income taxes
|
169,466
|
|
|
19,321
|
|
|
(129,419
|
)
|
|
59,368
|
|
Segment
|
|
Product Family
|
|
2017
|
|
||||
|
|
|
|
$
|
%
|
|
|||
Impax Generics
|
|
Epinephrine Auto-Injector family (generic Adrenaclick®)
|
|
$
|
113,931
|
|
15
|
%
|
(1)
|
Impax Specialty Pharma
|
|
Rytary® family
|
|
$
|
91,637
|
|
12
|
%
|
(2)
|
Impax Generics
|
|
Oxymorphone HCI ER family
|
|
$
|
68,587
|
|
9
|
%
|
(3)
|
Impax Generics
|
|
Budesonide family
|
|
$
|
51,548
|
|
7
|
%
|
(4)
|
Impax Generics
|
|
Zomig family
|
|
$
|
51,115
|
|
7
|
%
|
(5)
|
Segment
|
|
Product Family
|
|
2016
|
|
||||
|
|
|
|
$
|
%
|
|
|||
Impax Generics
|
|
Epinephrine Auto-Injector family (generic Adrenaclick®)
|
|
$
|
91,572
|
|
11
|
%
|
(1)
|
Impax Specialty Pharma
|
|
Rytary® family
|
|
$
|
73,833
|
|
9
|
%
|
(2)
|
Impax Generics
|
|
Oxymorphone HCI ER family
|
|
$
|
72,661
|
|
9
|
%
|
(3)
|
Impax Generics
|
|
Diclofenac Sodium Gel family (generic Solaraze®)
|
|
$
|
69,035
|
|
8
|
%
|
(6)
|
Impax Generics
|
|
Fenofibrate family
|
|
$
|
64,001
|
|
8
|
%
|
(7)
|
Segment
|
|
Product Family
|
|
2015
|
|
||||
|
|
|
|
$
|
%
|
|
|||
Impax Generics
|
|
Diclofenac Sodium Gel family (generic Solaraze®)
|
|
$
|
148,610
|
|
17
|
%
|
(6)
|
Impax Generics
|
|
Amphetamine Salts ER (CII) family (generic Adderall®)
|
|
$
|
106,252
|
|
12
|
%
|
(8)
|
Impax Generics
|
|
Fenofibrate family
|
|
$
|
93,458
|
|
11
|
%
|
(7)
|
Impax Generics
|
|
Metaxalone family (generic Skelaxin)
|
|
$
|
69,876
|
|
8
|
%
|
(9)
|
Impax Generics
|
|
Oxymorphone HCI ER family
|
|
$
|
59,175
|
|
7
|
%
|
(3)
|
|
|
2017 Quarters Ended
|
||||||||||||||
(in thousands, except share and per share amounts)
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
|
||||||||
Impax Generics sales, gross
|
|
$
|
635,897
|
|
|
$
|
663,167
|
|
|
$
|
622,252
|
|
|
$
|
584,374
|
|
Less:
|
|
|
|
|
|
|
|
|
||||||||
Chargebacks
|
|
298,744
|
|
|
286,092
|
|
|
281,835
|
|
|
302,394
|
|
||||
Rebates
|
|
164,792
|
|
|
170,398
|
|
|
162,914
|
|
|
144,344
|
|
||||
Product returns
|
|
9,733
|
|
|
15,210
|
|
|
7,003
|
|
|
4,657
|
|
||||
Other credits
|
|
28,481
|
|
|
40,578
|
|
|
19,402
|
|
|
20,036
|
|
||||
Impax Generics sales, net
|
|
134,147
|
|
|
150,889
|
|
|
151,098
|
|
|
112,943
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Impax Specialty Pharma sales, gross
|
|
84,133
|
|
|
84,238
|
|
|
107,407
|
|
|
111,918
|
|
||||
Less:
|
|
|
|
|
|
|
|
|
||||||||
Chargebacks
|
|
9,828
|
|
|
8,967
|
|
|
14,121
|
|
|
10,058
|
|
||||
Rebates
|
|
4,483
|
|
|
4,682
|
|
|
5,914
|
|
|
6,198
|
|
||||
Product returns
|
|
1,844
|
|
|
1,416
|
|
|
3,614
|
|
|
4,234
|
|
||||
Other credits
|
|
17,722
|
|
|
17,980
|
|
|
28,464
|
|
|
21,461
|
|
||||
Impax Specialty Pharma revenues, net
|
|
50,256
|
|
|
51,193
|
|
|
55,294
|
|
|
69,967
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Total revenues
|
|
184,403
|
|
|
202,082
|
|
|
206,392
|
|
|
182,910
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Gross profit
|
|
24,891
|
|
|
72,406
|
|
|
34,033
|
|
|
12,469
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net loss
|
|
$
|
(98,431
|
)
|
|
$
|
(20,417
|
)
|
|
$
|
(49,369
|
)
|
|
$
|
(301,070
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Net loss per common share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
(1.37
|
)
|
|
$
|
(0.28
|
)
|
|
$
|
(0.69
|
)
|
|
$
|
(4.18
|
)
|
Diluted
|
|
$
|
(1.37
|
)
|
|
$
|
(0.28
|
)
|
|
$
|
(0.69
|
)
|
|
$
|
(4.18
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average common shares outstanding:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
71,594,472
|
|
|
71,803,920
|
|
|
71,924,592
|
|
|
72,098,533
|
|
||||
Diluted
|
|
71,594,472
|
|
|
71,803,920
|
|
|
71,924,592
|
|
|
72,098,533
|
|
|
|
2016 Quarters Ended
|
||||||||||||||
(in thousands, except share and per share amounts)
|
|
March 31
|
|
June 30
|
|
September 30
|
|
December 31
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
|
||||||||
Impax Generics sales, gross
|
|
$
|
614,176
|
|
|
$
|
532,968
|
|
|
$
|
658,099
|
|
|
$
|
690,674
|
|
Less:
|
|
|
|
|
|
|
|
|
||||||||
Chargebacks
|
|
217,354
|
|
|
197,864
|
|
|
252,303
|
|
|
308,253
|
|
||||
Rebates
|
|
185,476
|
|
|
178,097
|
|
|
183,347
|
|
|
211,359
|
|
||||
Product returns
|
|
11,913
|
|
|
10,237
|
|
|
16,151
|
|
|
7,920
|
|
||||
Other credits
|
|
29,354
|
|
|
25,075
|
|
|
30,978
|
|
|
23,916
|
|
||||
Impax Generics revenues, net
|
|
170,079
|
|
|
121,695
|
|
|
175,320
|
|
|
139,226
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Impax Specialty Pharma sales, gross
|
|
82,073
|
|
|
81,254
|
|
|
77,841
|
|
|
108,121
|
|
||||
Less:
|
|
|
|
|
|
|
|
|
||||||||
Chargebacks
|
|
6,111
|
|
|
8,826
|
|
|
5,439
|
|
|
15,253
|
|
||||
Rebates
|
|
2,853
|
|
|
2,430
|
|
|
3,556
|
|
|
3,016
|
|
||||
Product returns
|
|
1,508
|
|
|
1,279
|
|
|
574
|
|
|
2,802
|
|
||||
Other credits
|
|
16,172
|
|
|
17,824
|
|
|
15,683
|
|
|
27,854
|
|
||||
Impax Specialty Pharma revenues, net
|
|
55,429
|
|
|
50,895
|
|
|
52,589
|
|
|
59,196
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Total revenues
|
|
225,508
|
|
|
172,590
|
|
|
227,909
|
|
|
198,422
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Gross profit (loss)
|
|
102,590
|
|
|
72,984
|
|
|
(165,426
|
)
|
|
(161,250
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net loss
|
|
$
|
(10,408
|
)
|
|
$
|
(2,701
|
)
|
|
$
|
(179,337
|
)
|
|
$
|
(279,585
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Net loss per common share:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
$
|
(0.15
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(2.51
|
)
|
|
$
|
(3.91
|
)
|
Diluted
|
|
$
|
(0.15
|
)
|
|
$
|
(0.04
|
)
|
|
$
|
(2.51
|
)
|
|
$
|
(3.91
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted-average common shares outstanding:
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
70,665,394
|
|
|
71,100,123
|
|
|
71,331,247
|
|
|
71,487,071
|
|
||||
Diluted
|
|
70,665,394
|
|
|
71,100,123
|
|
|
71,331,247
|
|
|
71,487,071
|
|
Column A
|
|
Column B
|
|
Column C
|
|
Column D
|
|
Column E
|
|||||||||
Description
|
|
Balance at
Beginning of Period |
|
Charge to
Costs and Expenses |
|
Charge to
Other Accounts |
|
Deductions
|
|
Balance at
End of Period |
|||||||
For the Year Ended December 31, 2015:
|
|
|
|
|
|
|
|
|
|
|
|||||||
Reserve for bad debts
|
|
$
|
515
|
|
|
5,122
|
|
|
9,550
|
|
*
|
—
|
|
|
$
|
15,187
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
For the Year Ended December 31, 2016:
|
|
|
|
|
|
|
|
|
|
|
|||||||
Reserve for bad debts
|
|
$
|
15,187
|
|
|
41,213
|
|
|
—
|
|
|
(1,664
|
)
|
|
$
|
54,736
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
For the Year Ended December 31, 2017:
|
|
|
|
|
|
|
|
|
|
|
|||||||
Reserve for bad debts
|
|
$
|
54,736
|
|
|
3,804
|
|
|
—
|
|
|
(9,117
|
)
|
|
$
|
49,423
|
|
|
IMPAX LABORATORIES, INC.
|
|
|
|
|
|
|
|
By:
|
/s/ Paul M. Bisaro
|
|
|
Name:
|
Paul M. Bisaro
|
|
|
Title:
|
President and
|
|
|
|
Chief Executive Officer
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Paul M. Bisaro
|
|
President, Chief Executive Officer
|
|
March 1, 2018
|
Paul M. Bisaro
|
|
(Principal Executive Officer) and Director
|
|
|
|
|
|
|
|
/s/ Bryan M. Reasons
|
|
Senior Vice President, Finance and
|
|
March 1, 2018
|
Bryan M. Reasons
|
|
Chief Financial Officer
|
|
|
|
|
(Principal Financial Officer and
|
|
|
|
|
Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ Robert L. Burr
|
|
Chairman of the Board
|
|
March 1, 2018
|
Robert L. Burr
|
|
|
|
|
|
|
|
|
|
/s/ Leslie Z. Benet, Ph.D.
|
|
Director
|
|
March 1, 2018
|
Leslie Z. Benet, Ph.D.
|
|
|
|
|
|
|
|
|
|
/s/ J. Kevin Buchi
|
|
Director
|
|
March 1, 2018
|
J. Kevin Buchi
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/s/ Allen Chao, Ph.D.
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Director
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March 1, 2018
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Allen Chao, Ph.D.
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/s/ Mary K. Pendergast
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Director
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March 1, 2018
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Mary K. Pendergast
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/s/ Peter R. Terreri
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Director
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March 1, 2018
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Peter R. Terreri
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/s/ Janet S. Vergis
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Director
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March 1, 2018
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Janet S. Vergis
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Exhibit No.
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Description of Document
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Business Combination Agreement, dated as of October 17, 2017, by and among the Company, Atlas Holdings, Inc., K2 Merger Sub Corporation, and Amneal Pharmaceuticals LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on October 17, 2017).†
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Incorporated by Reference
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Amendment No. 1 to the Business Combination Agreement, dated as of November 21, 2017, by and among the Company, Atlas Holdings, Inc., K2 Merger Sub Corporation and Amneal Pharmaceuticals LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on November 21, 2017).
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Incorporated by Reference
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Amendment No. 2 to the Business Combination Agreement, dated as of December 16, 2017, by and among the Company, Atlas Holdings, Inc., K2 Merger Sub Corporation and Amneal Pharmaceuticals LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on December 20, 2017).
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Incorporated by Reference
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Stock Purchase Agreement, dated as of October 8, 2014, by and among the Company, Tower Holdings, Inc. (“Tower”), Lineage Therapeutics Inc. (“Lineage”), Roundtable Healthcare Partners II, L.P., Roundtable Healthcare Investors II, L.P., the other stockholders of Tower and Lineage, the holders of options to purchase shares of Tower common stock and options to purchase shares of Lineage common stock, the holders of warrants to acquire shares of Tower common stock and warrants to acquire shares of Lineage common stock and, solely with respect to Section 8.3, Roundtable Healthcare Management II, LLC. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on October 10, 2014).†
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Incorporated by Reference
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Restated Certificate of Incorporation of the Company dated as of August 30, 2004 (incorporated by reference to Exhibit 3.1 to Amendment No. 5 to the Company’s Registration Statement on Form 10 filed on December 23, 2008).
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Incorporated by Reference
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Certificate of Amendment of the Restated Certificate of Incorporation of the Company dated as of December 9, 2015 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on December 9, 2015).
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Incorporated by Reference
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Certificate of Designation of Series A Junior Participating Preferred Stock, as filed with the Secretary of State of Delaware on January 21, 2009 (incorporated by reference to Exhibit 3.3 to the Company’s Current Report on Form 8-K filed on January 22, 2009).
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Incorporated by Reference
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Amended and Restated Bylaws of the Company, effective as of May 14, 2014.
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Filed Herewith
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Amendment No. 1 to Amended and Restated Bylaws of the Company, effective as of March 24, 2015.
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Filed Herewith
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Amendment No. 2 to Amended and Restated Bylaws of the Company, effective as of July 7, 2015.
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Filed Herewith
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Amendment No. 3 to Amended and Restated Bylaws of the Company, effective as of October 7, 2015.
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Filed Herewith
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Amendment No. 4 to Amended and Restated Bylaws of the Company, effective as of May 17, 2016.
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Filed Herewith
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Amendment No. 5 to Amended and Restated Bylaws of the Company, effective as of August 19, 2016.
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Filed Herewith
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Amendment No. 6 to Amended and Restated Bylaws of the Company, effective as of November 23, 2016.
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Filed Herewith
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Amendment No. 7 to Amended and Restated Bylaws of the Company, effective as of December 19, 2016.
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Filed Herewith
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Amendment No. 8 to Amended and Restated Bylaws of the Company, effective as of March 24, 2017.
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Filed Herewith
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Amendment No. 9 to Amended and Restated Bylaws of the Company, effective as of November 10, 2017.
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Filed Herewith
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Specimen of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form 10 filed on October 10, 2008).
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Incorporated by Reference
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Preferred Stock Rights Agreement, dated as of January 20, 2009, by and between the Company and StockTrans, Inc., as Rights Agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on January 22, 2009).
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Incorporated by Reference
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Indenture, dated as of June 30, 2015, between the Company and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on June 30, 2015).
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Incorporated by Reference
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Supplemental Indenture, dated as of November 6, 2017, between the Company and Wilmington Trust, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on November 7, 2017).
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Incorporated by Reference
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Letter Agreement, dated as of June 25, 2015, between RBC Capital Markets LLC and the Company regarding the Base Warrants (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 30, 2015).
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Incorporated by Reference
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Letter Agreement, dated as of June 25, 2015, between RBC Capital Markets LLC and the Company regarding the Base Call Option Transaction (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 30, 2015).
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Incorporated by Reference
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Letter Agreement, dated as of June 26, 2015, between RBC Capital Markets LLC and the Company regarding the Additional Warrants (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on June 30, 2015).
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Incorporated by Reference
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Letter Agreement, dated as of June 26, 2015, between RBC Capital Markets LLC and the Company regarding the Additional Call Option Transaction (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on June 30, 2015).
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Incorporated by Reference
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Credit Agreement, dated as of August 4, 2015, by and among the Company, the lenders party thereto from time to time and Royal Bank of Canada, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on August 5, 2015).
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Incorporated by Reference
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Restatement Agreement, dated as of August 3, 2016, by and among the Company, the guarantors party thereto, Royal Bank of Canada, as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 filed on August 9, 2016).
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Incorporated by Reference
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Amendment No. 1, dated as of March 27, 2017, to the Credit Agreement, dated as of August 4, 2015, as amended and restated as of August 3, 2016, among the Company, as borrower, Royal Bank of Canada, as administrative agent and collateral agent, the lenders party thereto and the other agents and parties thereto (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 filed on May 10, 2017).
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Incorporated by Reference
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Distribution, License, Development and Supply Agreement, dated as of January 31, 2012, between the Company and AstraZeneca UK Limited (incorporated by reference to Exhibit 10.1 to Amendment No. 1 to the Company’s Current Report on Form 8-K filed on April 2, 2012)**.
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Incorporated by Reference
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First Amendment, dated as of May 31, 2016, to the Distribution, License, Development and Supply Agreement by and between AstraZeneca UK Limited and the Company dated as of January 31, 2012 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 filed on August 9, 2016).**
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Incorporated by Reference
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Stock and Asset Purchase Agreement, dated as of December 19, 2017, by and between the Company and Bora Pharmaceuticals Co., Ltd. †
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Filed Herewith
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Master Supply Agreement, dated as of December 19, 2017, between the Company, Bora Pharmaceuticals Co., Ltd. and Impax Laboratories (Taiwan), Inc.***
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Filed Herewith
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Asset Purchase Agreement, dated as of June 20, 2016, between Teva Pharmaceutical Industries Ltd. and the Company (incorporated by reference to Exhibit 10.2.1 to Amendment No. 1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 filed on January 6, 2017).†**
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Incorporated by Reference
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Amendment No. 1, dated as of June 30, 2016, to the Asset Purchase Agreement between Teva Pharmaceutical Industries Ltd. and the Company dated as of June 20, 2016 (incorporated by reference to Exhibit 10.2.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 filed on August 9, 2016).
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Incorporated by Reference
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Asset Purchase Agreement, dated as of June 20, 2016, by and among Actavis Elizabeth LLC, Actavis Group PTC Ehf., Actavis Holdco US, Inc., Actavis LLC, Actavis Mid Atlantic LLC, Actavis Pharma, Inc., Actavis South Atlantic LLC, Andrx LLC, Breath Ltd., The Rugby Group, Inc., Watson Laboratories, Inc. and the Company (incorporated by reference to Exhibit 10.3.1 to Amendment No. 1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 filed on January 6, 2017).†**
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Incorporated by Reference
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Amendment No. 1, dated as of June 30, 2016, to the Asset Purchase Agreement by and among Actavis Elizabeth LLC, Actavis Group PTC Ehf., Actavis Holdco US, Inc., Actavis LLC, Actavis Mid Atlantic LLC, Actavis Pharma, Inc., Actavis South Atlantic LLC, Andrx LLC, Breath Ltd., The Rugby Group, Inc., Watson Laboratories, Inc. and the Company dated as of June 20, 2016 (incorporated by reference to Exhibit 10.3.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2106 filed on August 9, 2016).**
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Incorporated by Reference
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Supply Agreement, dated as of June 20, 2016, between Teva Pharmaceutical Industries Ltd. and the Company (incorporated by reference to Exhibit 10.4.1 to Amendment No. 1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 filed on January 6, 2017).**
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Incorporated by Reference
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Amendment No. 1, dated as of June 30, 2016, to the Supply Agreement between Teva Pharmaceutical Industries Ltd. and the Company dated as of June 20, 2016 (incorporated by reference to Exhibit 10.4.2 to Amendment No. 1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 filed on January 6, 2017)**
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Incorporated by Reference
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Supply Agreement, dated as of June 20, 2016, by and among Actavis Elizabeth LLC, Actavis Group PTC Ehf., Actavis Holdco US, Inc., Actavis LLC, Actavis Mid Atlantic LLC, Actavis Pharma, Inc., Actavis South Atlantic LLC, Andrx LLC, Breath Ltd., The Rugby Group, Inc., Watson Laboratories, Inc. and the Company (incorporated by reference to Exhibit 10.5.1 to Amendment No. 1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 filed on January 6, 2017)**
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Incorporated by Reference
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Amendment No. 1, dated as of June 30, 2016, to the Supply Agreement by and among Actavis Elizabeth LLC, Actavis Group PTC Ehf., Actavis Holdco US, Inc., Actavis LLC, Actavis Mid Atlantic LLC, Actavis Pharma, Inc., Actavis South Atlantic LLC, Andrx LLC, Breath Ltd., The Rugby Group, Inc., Watson Laboratories, Inc. and the Company dated as of June 20, 2016 (incorporated by reference to Exhibit 10.5.2 to Amendment No. 1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 filed on January 6, 2017)**
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Incorporated by Reference
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Impax Laboratories, Inc. 1999 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 filed on March 12, 2009).*
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Incorporated by Reference
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Form of Stock Option Grant under the Impax Laboratories, Inc. 1999 Equity Incentive Plan (incorporated by reference to Exhibit 10.4.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 filed on March 12, 2009).*
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Incorporated by Reference
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Impax Laboratories, Inc. 2001 Non-Qualified Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form 10 filed on October 10, 2008).*
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Incorporated by Reference
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Impax Laboratories, Inc. Amended and Restated Non-Qualified Employee Stock Purchase Plan (incorporated by reference to Exhibit 4.13 to the Company’s Registration Statement on Form S-8 filed on August 29, 2017).*
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Incorporated by Reference
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Impax Laboratories, Inc. Fourth Amended and Restated 2002 Equity Incentive Plan (incorporated by reference to Appendix B to the Company’s definitive proxy statement on Schedule 14A filed on April 5, 2017).*
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Incorporated by Reference
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Form of Stock Option Agreement under the Impax Laboratories, Inc. Fourth Amended and Restated 2002 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 filed on August 9, 2017).*
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Incorporated by Reference
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Form of Restricted Stock (Stock Bonus) Award Agreement under the Impax Laboratories, Inc. Fourth Amended and Restated 2002 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2017 filed on August 9, 2017).*
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Incorporated by Reference
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Impax Laboratories, Inc. Executive Non-Qualified Deferred Compensation Plan, amended and restated effective January 1, 2008 (incorporated by reference to Exhibit 10.1.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 filed on May 6, 2010).*
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Incorporated by Reference
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Amendment to Impax Laboratories, Inc. Executive Non-Qualified Deferred Compensation Plan, effective as of January 1, 2009 (incorporated by reference to Exhibit 10.1.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010 filed on May 6, 2010).*
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Incorporated by Reference
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Employment Agreement, dated as of March 24, 2017, between the Company and Paul M. Bisaro (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 filed on May 10, 2017).*
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Incorporated by Reference
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Stock Option Agreement with Paul M. Bisaro (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 filed on May 10, 2017).*
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Incorporated by Reference
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Employment Agreement, dated as of December 16, 2017, by and among Amneal Pharmaceuticals LLC, Atlas Holdings, Inc., a wholly owned subsidiary of the Company, and Robert A. Stewart (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 20, 2017).*
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Incorporated by Reference
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Memorandum of Understanding, dated as of December 16, 2017, by and among Amneal Pharmaceuticals LLC, Paul M. Bisaro, the Company and Atlas Holdings, Inc., a wholly owned subsidiary of the Company (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on December 20, 2017).*
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Incorporated by Reference
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Letter Agreement, dated as of December 19, 2016, between the Company and J. Kevin Buchi (incorporated by reference to Exhibit 10.19 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 filed on March 1, 2017).*
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Incorporated by Reference
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Employment Agreement, dated as of April 21, 2014, by and between the Company and G. Frederick Wilkinson (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 24, 2014).*
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Incorporated by Reference
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General Release and Waiver, dated as of December 19, 2016, by and between the Company and G. Frederick Wilkinson (incorporated by reference to Exhibit 10.20.2 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 filed on March 1, 2017).*
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Incorporated by Reference
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Employment Agreement, dated as of January 1, 2010, between the Company and Michael J. Nestor (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on January 14, 2010).*
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Incorporated by Reference
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Amendment, dated as of April 1, 2014, to the Employment Agreement, dated as of January 1, 2014, between the Company and Michael Nestor (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on April 2, 2014).*
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Incorporated by Reference
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Separation Agreement, dated as of January 8, 2018, between the Company and Michael J. Nestor (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed on January 9, 2018).*
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Incorporated by Reference
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Employment Agreement, dated as of July 14, 2016, between the Company and Douglas S. Boothe (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2016 filed on August 9, 2016).*
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Incorporated by Reference
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Offer of Employment Letter, dated as of March 17, 2011, between the Company and Mark A. Schlossberg (incorporated by reference to Exhibit 10.13.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 filed on February 28, 2012).*
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Incorporated by Reference
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Employment Agreement, dated as of May 2, 2011, between the Company and Mark A. Schlossberg (incorporated by reference to Exhibit 10.13.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 filed on February 28, 2012).*
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Incorporated by Reference
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