AMNEAL PHARMACEUTICALS, INC., 10-Q filed on 8/6/2020
Quarterly Report
v3.20.2
Document And Entity Information - shares
6 Months Ended
Jun. 30, 2020
Jul. 31, 2020
Entity Information [Line Items]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Jun. 30, 2020  
Document Transition Report false  
Entity File Number 001-38485  
Entity Registrant Name Amneal Pharmaceuticals, Inc.  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 32-0546926  
Entity Address, Address Line One Amneal Pharmaceuticals, Inc.  
Entity Address, Address Line Two 400 Crossing Boulevard,  
Entity Address, City or Town Bridgewater  
Entity Address, State or Province NJ  
Entity Address, Postal Zip Code 08807  
City Area Code 908  
Local Phone Number 947-3120  
Title of 12(b) Security Class A Common Stock, par value $0.01 per share  
Trading Symbol AMRX  
Security Exchange Name NYSE  
Entity Current Reporting Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Central Index Key 0001723128  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2020  
Document Fiscal Period Focus Q2  
Amendment Flag false  
Class A Common Stock    
Entity Information [Line Items]    
Entity Common Stock, Shares Outstanding (in shares)   147,539,347
Class B Common Stock    
Entity Information [Line Items]    
Entity Common Stock, Shares Outstanding (in shares)   152,116,890
v3.20.2
Consolidated Statements of Operations (unaudited) - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Income Statement [Abstract]        
Net revenue $ 464,662 $ 404,642 $ 963,195 $ 850,762
Cost of goods sold 319,666 296,381 633,244 606,124
Cost of goods sold impairment charges 759 3,012 2,215 56,309
Gross profit 144,237 105,249 327,736 188,329
Selling, general and administrative 80,944 67,281 158,920 151,717
Research and development 45,572 48,016 81,951 101,874
In-process research and development impairment charges 0 0 960 22,787
Intellectual property legal development expenses 3,550 2,511 4,820 6,677
Acquisition, transaction-related and integration expenses 1,787 3,519 4,362 9,551
Charges (gains) related to legal matters, net 1,300 0 5,800 0
Restructuring and other charges 333 2,835 2,381 8,996
Operating income (loss) 10,751 (18,913) 68,542 (113,273)
Other (expense) income:        
Interest expense, net (36,669) (43,886) (76,568) (87,167)
Foreign exchange gain (loss), net 3,466 8,311 (1,715) 2,847
Gain (loss) on sale of international businesses, net 123 (1,888) 123 6,930
Other income, net 571 149 1,204 1,256
Total other expense, net (32,509) (37,314) (76,956) (76,134)
Loss before income taxes (21,758) (56,227) (8,414) (189,407)
Provision for (benefit from) income taxes 2,186 (5,701) (105,987) (14,129)
Net (loss) income (23,944) (50,526) 97,573 (175,278)
Less: Net loss attributable to non-controlling interests 11,948 33,624 5,498 110,495
Net (loss) income attributable to Amneal Pharmaceuticals, Inc. $ (11,996) $ (16,902) $ 103,071 $ (64,783)
Net (loss) earnings per share attributable to Amneal Pharmaceuticals, Inc.'s common stockholders:        
Class A and Class B-1 basic (in usd per share) $ (0.08) $ (0.13) $ 0.70 $ (0.51)
Class A and Class B-1 diluted (in usd per share) $ (0.08) $ (0.13) $ 0.69 $ (0.51)
Weighted-average common shares outstanding:        
Class A and Class B-1 basic (in shares) 147,392 128,016 147,286 127,852
Class A and Class B-1 diluted (in shares) 147,392 128,016 148,309 127,852
v3.20.2
Consolidated Statements of Comprehensive (Loss) Income (unaudited) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Statement of Other Comprehensive Income [Abstract]        
Net (loss) income $ (23,944) $ (50,526) $ 97,573 $ (175,278)
Less: Net loss attributable to non-controlling interests 11,948 33,624 5,498 110,495
Net (loss) income attributable to Amneal Pharmaceuticals, Inc. (11,996) (16,902) 103,071 (64,783)
Foreign currency translation adjustments:        
Foreign currency translation adjustments arising during the period (2,967) (6,219) (8,102) (983)
Less: Reclassification of foreign currency translation adjustment included in net loss 0 40 0 3,413
Foreign currency translation adjustments, net (2,967) (6,179) (8,102) 2,430
Unrealized loss on cash flow hedge, net of tax (9,774) 0 (72,432) 0
Less: Other comprehensive loss (income) attributable to non-controlling interests 6,471 3,533 40,927 (1,394)
Other comprehensive (loss) income attributable to Amneal Pharmaceuticals, Inc. (6,270) (2,646) (39,607) 1,036
Comprehensive (loss) income attributable to Amneal Pharmaceuticals, Inc. $ (18,266) $ (19,548) $ 63,464 $ (63,747)
v3.20.2
Consolidated Balance Sheets (unaudited) - USD ($)
$ in Thousands
Jun. 30, 2020
Dec. 31, 2019
Current assets:    
Cash and cash equivalents $ 266,143 $ 151,197
Restricted cash 2,129 1,625
Trade accounts receivable, net 582,734 604,390
Inventories 443,956 381,067
Prepaid expenses and other current assets 184,748 70,164
Related party receivables 1,164 1,767
Total current assets 1,480,874 1,210,210
Property, plant and equipment, net 460,528 477,997
Goodwill 527,475 419,504
Intangible assets, net 1,423,826 1,382,753
Other assets 28,731 44,270
Total assets 4,056,756 3,665,890
Current liabilities:    
Accounts payable and accrued expenses 599,489 507,483
Current portion of long-term debt, net 29,756 21,479
Related party payable - short term 8,455 5,969
Total current liabilities 655,019 550,406
Long-term debt, net 2,764,578 2,609,046
Note payable - related party 35,661 0
Related party payable - long term 479 0
Other long-term liabilities 93,772 39,583
Total long-term liabilities 3,018,341 2,768,696
Commitments and contingencies (Notes 5 and 17)
Redeemable non-controlling interests 12,380 0
Stockholders' Equity    
Preferred stock, $0.01 par value, 2,000 shares authorized; none issued at both June 30, 2020 and December 31, 2019 0 0
Additional paid-in capital 617,504 606,966
Stockholders' accumulated deficit (274,809) (377,880)
Accumulated other comprehensive loss (39,696) (68)
Total Amneal Pharmaceuticals, Inc. stockholders' equity 305,995 232,010
Non-controlling interests 65,021 114,778
Total stockholders' equity 371,016 346,788
Total liabilities and stockholders' equity 4,056,756 3,665,890
Class A Common Stock    
Stockholders' Equity    
Common stock 1,474 1,470
Class B Common Stock    
Stockholders' Equity    
Common stock 1,522 1,522
Excluding Related Party    
Current assets:    
Operating lease right-of-use assets 49,159 53,344
Current liabilities:    
Current portion of operating lease liabilities 12,512 11,874
Operating lease liabilities 38,591 43,135
Related Party    
Current assets:    
Operating lease right-of-use assets 26,183 16,528
Financing lease right-of-use assets - related party 59,980 61,284
Current liabilities:    
Current portion of operating and financing lease liabilities - related party 3,807 3,601
Current portion of note payable - related party 1,000 0
Operating lease liabilities 24,478 15,469
Financing lease liabilities - related party $ 60,782 $ 61,463
v3.20.2
Consolidated Balance Sheets (unaudited) (Parenthetical) - $ / shares
Jun. 30, 2020
Dec. 31, 2019
Preferred stock, par value (in usd per share) $ 0.01  
Preferred stock, shares authorized (in shares) 2,000,000 2,000,000
Preferred stock, shares issued (in shares) 0 0
Common stock, par value (in usd per share)   $ 0.01
Class A Common Stock    
Common stock, par value (in usd per share) $ 0.01 $ 0.01
Common stock, shares authorized (in shares) 900,000,000 900,000,000
Common stock, shares issued (in shares) 147,493,000 147,070,000
Class B Common Stock    
Common stock, par value (in usd per share) $ 0.01 $ 0.01
Common stock, shares authorized (in shares) 300,000,000 300,000,000
Common stock, shares issued (in shares) 152,117,000 152,117,000
v3.20.2
Consolidated Statements of Cash Flows (unaudited) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Cash flows from operating activities:    
Net (loss) income $ 97,573 $ (175,278)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:    
Depreciation and amortization 116,155 99,574
Amortization of Levothyroxine Transition Agreement asset 0 36,393
Unrealized foreign currency loss (gain) 1,251 (3,695)
Amortization of debt issuance costs and discount 4,214 3,218
Gain on sale of international businesses, net (123) (6,930)
Intangible asset impairment charges 3,175 79,096
Non-cash restructuring and asset-related charges 0 1,314
Non-cash restructuring and asset-related charges 2,381 8,996
Deferred tax benefit 0 (18,209)
Stock-based compensation 10,202 10,571
Inventory provision 34,708 50,410
Other operating charges and credits, net 4,156 3,155
Changes in assets and liabilities:    
Trade accounts receivable, net 75,769 (162,954)
Inventories (33,182) (19,658)
Income taxes receivable associated with the CARES Act (110,069) 0
Prepaid expenses, other current assets and other assets 8,772 28,614
Related party receivables 633 (1,624)
Accounts payable, accrued expenses and other liabilities 15,172 (13,538)
Related party payables (139) 2,225
Net cash provided by (used in) operating activities 228,267 (87,316)
Cash flows from investing activities:    
Purchases of property, plant and equipment (15,919) (29,629)
Acquisition of intangible assets (1,050) (50,000)
Acquisitions, net of cash acquired (254,000) 0
Proceeds from sale of international businesses, net of cash sold 0 34,834
Net cash used in investing activities (270,969) (44,795)
Cash flows from financing activities:    
Proceeds from issuance of debt 180,000 0
Payments of principal on debt, financing leases and other (17,072) (13,500)
Payments of deferred financing costs (4,102) 0
Proceeds from exercise of stock options 158 1,385
Employee payroll tax withholding on restricted stock unit vesting (557) (921)
Acquisition of non-controlling interest 0 (3,543)
Tax distribution to non-controlling interest 0 (13,494)
Net cash provided by (used in) financing activities 157,897 (30,939)
Effect of foreign exchange rate on cash 255 1,293
Net increase (decrease) in cash, cash equivalents, and restricted cash 115,450 (161,757)
Cash, cash equivalents, and restricted cash - beginning of period 152,822 218,779
Cash, cash equivalents, and restricted cash - end of period 268,272 57,022
Cash and cash equivalents - end of period 266,143 54,893
Restricted cash - end of period 2,129 2,129
Supplemental disclosure of cash flow information:    
Cash paid for interest 68,433 81,103
Cash (paid) received for income taxes, net (4,518) 8,533
Supplemental disclosure of non-cash investing and financing activity:    
Tax distributions to non-controlling interests 1,573 0
Related Party    
Cash flows from financing activities:    
Payments of principal on financing lease - related party (530) (866)
Supplemental disclosure of non-cash investing and financing activity:    
Notes payable for acquisitions - related party $ 36,033 $ 0
v3.20.2
Consolidated Statement of Stockholders' Equity (unaudited) - USD ($)
$ in Thousands
Total
Common Stock
Class A Common Stock
Common Stock
Class B Common Stock
Common Stock
Class B-1 Common Stock
Additional Paid-in Capital
Stockholders' Accumulated Deficit
Accumulated other comprehensive loss
Non-Controlling Interests
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Cumulative-effective adjustment from adoption of Topic 842, net of tax | Adoption of Topic 842 $ 13,561         $ 4,957   $ 8,604
Shares beginning balance (in shares) at Dec. 31, 2018   115,047,000 171,261,000 12,329,000        
Stockholders' equity beginning balance at Dec. 31, 2018 896,363 $ 1,151 $ 1,713 $ 123 $ 530,438 (20,920) $ (7,755) 391,613
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Net (loss) income (175,278)         (64,783)   (110,495)
Foreign currency translation adjustment (983)           (425) (558)
Stock-based compensation 10,571       10,571      
Exercise of stock options (in shares)   205,000            
Exercise of stock options 1,385 $ 2     922   (7) 468
Restricted stock unit vesting, net of shares withheld to cover payroll taxes (in shares)   250,000            
Restricted stock unit vesting, net of shares withheld to cover payroll taxes (921) $ 2     6   (5) (924)
Unrealized loss on cash flow hedge, net of tax 0              
Redemption of Class B Common Stock (in shares)   320,000 (320,000)          
Redemption of Class B Common Stock 223 $ 3 $ (3)   1,124   (19) (882)
Conversion of Class B-1 Common Stock (in shares)   12,329,000   (12,329,000)        
Conversion of Class B-1 Common Stock   $ 123   $ (123)        
Reclassification of foreign currency translation adjustment included in net loss 3,413           1,461 1,952
Tax distribution (82)             (82)
Other 1,100       1,100      
Shares ending balance (in shares) at Jun. 30, 2019   128,151,000 170,941,000 0        
Stockholders' equity ending balance at Jun. 30, 2019 749,352 $ 1,281 $ 1,710 $ 0 544,161 (80,746) (6,750) 289,696
Shares beginning balance (in shares) at Mar. 31, 2019   115,564,000 170,941,000 12,329,000        
Stockholders' equity beginning balance at Mar. 31, 2019 799,781 $ 1,156 $ 1,710 $ 123 537,159 (63,844) (4,099) 327,576
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Net (loss) income (50,526)         (16,902)   (33,624)
Foreign currency translation adjustment (6,219)           (2,663) (3,556)
Stock-based compensation 6,224       6,224      
Exercise of stock options (in shares)   8,000            
Exercise of stock options 375       174     201
Restricted stock unit vesting, net of shares withheld to cover payroll taxes (in shares)   250,000            
Restricted stock unit vesting, net of shares withheld to cover payroll taxes (921) $ 2     6   (5) (924)
Unrealized loss on cash flow hedge, net of tax 0              
Conversion of Class B-1 Common Stock (in shares)   12,329,000   (12,329,000)        
Conversion of Class B-1 Common Stock   $ 123   $ (123)        
Reclassification of foreign currency translation adjustment included in net loss 40           17 23
Other 598       598      
Shares ending balance (in shares) at Jun. 30, 2019   128,151,000 170,941,000 0        
Stockholders' equity ending balance at Jun. 30, 2019 749,352 $ 1,281 $ 1,710 $ 0 544,161 (80,746) (6,750) 289,696
Shares beginning balance (in shares) at Dec. 31, 2019   147,070,000 152,117,000          
Stockholders' equity beginning balance at Dec. 31, 2019 346,788 $ 1,470 $ 1,522   606,966 (377,880) (68) 114,778
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Net (loss) income 96,265         103,071   (6,806)
Net (loss) income 97,573              
Foreign currency translation adjustment (8,102)           (3,985) (4,117)
Stock-based compensation 10,202       10,202      
Exercise of stock options (in shares)   58,000            
Exercise of stock options 158 $ 1     158   (6) 5
Restricted stock unit vesting, net of shares withheld to cover payroll taxes (in shares)   365,000            
Restricted stock unit vesting, net of shares withheld to cover payroll taxes (693) $ 3     178   (15) (859)
Unrealized loss on cash flow hedge, net of tax (72,432)           (35,622) (36,810)
Tax distribution (1,170)             (1,170)
Shares ending balance (in shares) at Jun. 30, 2020   147,493,000 152,117,000          
Stockholders' equity ending balance at Jun. 30, 2020 371,016 $ 1,474 $ 1,522   617,504 (274,809) (39,696) 65,021
Redeemable Non-Controlling Interests, beginning balance at Dec. 31, 2019 0              
Increase (Decrease) in Temporary Equity [Roll Forward]                
Net (loss) income 1,308              
Redeemable non-controlling interests issued for acquisitions 11,475              
Tax distribution (403)              
Redeemable Non-Controlling Interests, ending balance at Jun. 30, 2020 12,380              
Shares beginning balance (in shares) at Mar. 31, 2020   147,311,000 152,117,000          
Stockholders' equity beginning balance at Mar. 31, 2020 403,458 $ 1,472 $ 1,522   611,600 (262,813) (33,405) 85,082
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Net (loss) income (24,164)         (11,996)   (12,168)
Net (loss) income (23,944)              
Foreign currency translation adjustment (2,967)           (1,460) (1,507)
Stock-based compensation 5,663       5,663      
Exercise of stock options (in shares)   56,000            
Exercise of stock options 153 $ 1     153   (6) 5
Restricted stock unit vesting, net of shares withheld to cover payroll taxes (in shares)   126,000            
Restricted stock unit vesting, net of shares withheld to cover payroll taxes (183) $ 1     88   (15) (257)
Unrealized loss on cash flow hedge, net of tax (9,774)           (4,810) (4,964)
Tax distribution (1,170)             (1,170)
Shares ending balance (in shares) at Jun. 30, 2020   147,493,000 152,117,000          
Stockholders' equity ending balance at Jun. 30, 2020 371,016 $ 1,474 $ 1,522   $ 617,504 $ (274,809) $ (39,696) $ 65,021
Redeemable Non-Controlling Interests, beginning balance at Mar. 31, 2020 12,563              
Increase (Decrease) in Temporary Equity [Roll Forward]                
Net (loss) income 220              
Tax distribution (403)              
Redeemable Non-Controlling Interests, ending balance at Jun. 30, 2020 $ 12,380              
v3.20.2
Nature of Operations
6 Months Ended
Jun. 30, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Nature of Operations Nature of Operations
Amneal Pharmaceuticals, Inc., formerly known as Atlas Holdings, Inc. (the "Company"), was formed along with its wholly owned subsidiary, K2 Merger Sub Corporation, a Delaware corporation ("Merger Sub"), on October 4, 2017, for the purpose of facilitating the combination of Impax Laboratories, Inc. (now Impax Laboratories, LLC), a Delaware corporation then listed on the Nasdaq Stock Market ("Impax") and Amneal Pharmaceuticals LLC, a Delaware limited liability company ("Amneal"). The Company is a holding company, whose principal assets are Amneal Common Units.
Amneal was formed in 2002 and operates through various subsidiaries. Amneal is a vertically integrated developer, manufacturer, and seller of generic pharmaceutical products. Amneal’s pharmaceutical research includes analytical and formulation development and stability. Amneal operates principally in the United States, India, and Ireland.  Amneal sells to wholesalers, distributors, hospitals, chain pharmacies and individual pharmacies, either directly or indirectly.
On October 17, 2017, Amneal, Impax, the Company and Merger Sub entered into the Business Combination Agreement, as amended on November 21, 2017 and December 16, 2017 (the "BCA").
On May 4, 2018, pursuant to the BCA, Impax and Amneal combined the generics and specialty pharmaceutical business of Impax with the generic drug development and manufacturing business of Amneal to create the Company as a new generics and specialty pharmaceutical company, through the following transactions (together, the "Combination", and the closing of the Combination, the "Closing"): (i) Merger Sub merged with and into Impax, with Impax surviving as a wholly owned subsidiary of the Company, (ii) each share of Impax’s common stock, par value $0.01 per share ("Impax Common Stock"), issued and outstanding immediately prior to the Closing, other than Impax Common Stock held by Impax in treasury, by the Company or by any of their respective subsidiaries, was converted into the right to receive one fully paid and non-assessable share of Class A common stock of the Company, par value $0.01 per share ("Class A Common Stock"), (iii) Impax converted to a Delaware limited liability company, (iv) the Company contributed to Amneal all of the Company’s equity interests in Impax, in exchange for Amneal common units ("Amneal Common Units"), (v) the Company issued an aggregate number of shares of Class B common stock of the Company, par value $0.01 per share ("Class B Common Stock", and collectively, with the Class A Common Stock and Class B-1 common stock of the Company, par value $0.01 ("Class B-1 Common Stock"), the "Company Common Stock") to APHC Holdings, LLC (formerly Amneal Holdings, LLC), the parent entity of Amneal as of the Closing ("Holdings"), and (vi) the Company became the managing member of Amneal.
Immediately upon the Closing, holders of Impax Common Stock prior to the Closing collectively held approximately 25% of the Company and Holdings held a majority interest in the Company with an effective voting interest of approximately 75% on a fully diluted and as converted basis through its ownership of Class B Common Stock. Holdings also held a corresponding number of Amneal Common Units, which entitled it to approximately 75% of the economic interests in the combined businesses of Impax and Amneal. The Company held an interest in Amneal of approximately 25% and became its managing member.
In connection with the Combination, on May 4, 2018, Holdings entered into definitive purchase agreements which provided for a private placement of certain shares of Class A Common Stock and Class B-1 Common Stock (the "PIPE Investment") with select institutional investors (the "PIPE Investors"). Pursuant to the terms of the purchase agreements, upon the Closing, Holdings exercised its right to cause the Company to redeem approximately 15% of its ownership interests in the Company in exchange for 34.5 million shares of Class A Common Stock and 12.3 million unregistered shares of Class B-1 Common Stock (the "Redemption"). The shares of Class A Common Stock and Class B-1 Common Stock received in the Redemption were sold immediately following the Closing by Holdings to the PIPE Investors at a per share purchase price of $18.25 for gross proceeds of $855 million. Following the PIPE Investment, the PIPE Investors owned collectively approximately 15% of the Company Common Stock on a fully diluted and as converted basis. On May 4, 2018, Holdings also caused Amneal to redeem (the "Closing Date Redemption") 6.9 million of Amneal Common Units held by Holdings for a like number of shares of Class A Common Stock, for future distribution to certain direct and indirect members of Holdings who were or are employees of the Company and to whom were previously issued (prior to the Closing) profit participation units ("PPUs") in Amneal. As a result of the PIPE Investment and Closing Date Redemption, the voting and economic interest of approximately 75% held by Holdings immediately upon Closing was reduced by approximately 18%. The overall interest percentage held by non-controlling interest holders (the "Amneal Group") upon the consummation of the Combination, PIPE Investment and Closing Date Redemption was approximately 57%. As of both June 30, 2020 and December 31, 2019, the overall interest percentage held by non-controlling interest holders was approximately 51%.
On July 5, 2018, Holdings distributed to its members all Amneal Common Units and shares of Class B Common Stock held by Holdings. As a result, as of June 30, 2020, Holdings did not hold any equity interest in Amneal or the Company.
During the year ended December 31, 2019, pursuant to the Company's certificate of incorporation, the Company converted all (12.3 million) of its issued and outstanding shares of Class B-1 Common Stock to Class A Common Stock and such shares of Class B-1 Common Stock have been retired and may not be reissued by the Company. The rights of Class A Common Stock and Class B-1 Common Stock were identical, except that the Class B-1 Common Stock had certain director appointment rights and the Class B-1 Common Stock had no voting rights (other than with respect to its director appointment right and as otherwise required by law).
v3.20.2
Summary of Significant Accounting Policies
6 Months Ended
Jun. 30, 2020
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies Summary of Significant Accounting Policies
Basis of Presentation
The accompanying unaudited consolidated financial statements, which are prepared in accordance with generally accepted accounting principles in the United States of America, should be read in conjunction with Amneal’s annual audited financial statements for the year ended December 31, 2019 included in the Company’s 2019 Annual Report on Form 10-K. Certain information and footnote disclosures normally included in annual financial statements have been omitted from the accompanying unaudited consolidated financial statements. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of the Company's financial position as of June 30, 2020, cash flows for the six months ended June 30, 2020 and 2019 and the results of its operations, its comprehensive income (loss) and its changes in stockholders' equity for the three and six months ended June 30, 2020 and 2019. The consolidated balance sheet data at December 31, 2019 was derived from the Company's audited annual financial statements, but does not include all disclosures required by generally accepted accounting principles in the United States of America.
The accounting policies of the Company are set forth in Note 2. Summary of Significant Accounting Policies contained in the Company’s 2019 Annual Report on Form 10-K, except for the impact of the adoption of new accounting standards discussed under Recently Adopted Accounting Pronouncements. The following new significant accounting policy relates to the acquisitions of AvKARE, Inc. and Dixon-Shane, LLC d/b/a R&S Northeast LLC (refer to Note 3. Acquisitions and Divestitures).
Chargebacks Received From Manufacturers
When a sale occurs on a contracted item, the difference between the cost the Company pays to the manufacturer of that item and the contract price that the end customer has with the manufacturer is rebated to the Company by the manufacturer as a chargeback. Chargebacks are recorded as a reduction to cost of sales and either a reduction in the amount due to the manufacturer (if there is a right of offset) or as a receivable from the manufacturer.
Use of Estimates
The preparation of financial statements requires the Company's management to make estimates and assumptions that affect the reported financial position at the date of the financial statements and the reported results of operations during the reporting period. Such estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities in the consolidated financial statements and accompanying notes. The following are some, but not all, of such estimates: the determination of chargebacks, sales returns, rebates, billbacks, distribution fees, allowances for accounts receivable, accrued liabilities, chargebacks received from manufacturers, stock-based compensation, valuation of inventory balances, the determination of useful lives for product rights, allowances for deferred tax assets, measurement of assets acquired and liabilities assumed in business combinations at fair value and the assessment of expected cash flows used in evaluating goodwill and other long-lived assets for impairment. Actual results could differ from those estimates.
Recently Adopted Accounting Pronouncements
In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-13, Fair Value Measurement (Topic 82): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement, which modifies the disclosure requirements on fair value measurement.  The Company adopted ASU 2018-13 effective January 1, 2020 and it did not have a material impact on the Company’s consolidated financial statements.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, guidance that changes the impairment model for most financial assets including trade receivables and certain other instruments that are not measured at fair value through net income. The standard will replace today’s "incurred loss" approach with an "expected loss" model for instruments measured at amortized cost and require entities to record allowances for available-for-sale debt securities rather than reduce the carrying amount, as they do today under the other-than-temporary impairment model. It also simplifies the accounting model for purchased credit-impaired debt securities and loans. Entities will apply the standard’s provisions as a cumulative effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The Company adopted ASU 2016-13 effective January 1, 2020 and it did not have a material impact on the Company’s consolidated financial statements.
Recently Issued Accounting Pronouncements
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform, which provided elective amendments for entities that have contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform.  The amendments may be applied to impacted contracts and hedges prospectively through December 31, 2022. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements.
v3.20.2
Acquisitions and Divestitures
6 Months Ended
Jun. 30, 2020
Business Combinations [Abstract]  
Acquisitions and Divestitures Acquisitions and Divestitures
AvKARE and R&S Acquisitions
On December 10, 2019, the Company, through its investment in Rondo Partners, LLC (“Rondo”), entered into an equity purchase and operating agreements to acquire approximately a 65.1% controlling financing interest in both AvKARE Inc., a Tennessee corporation, and Dixon-Shane, LLC d/b/a R&S Northeast LLC, a Kentucky limited liability company (“R&S”) (collectively the “Acquisitions”). Prior to closing, AvKARE, Inc. converted to a limited liability company, AvKARE, LLC. AvKARE, LLC is one of the largest private label providers of generic pharmaceuticals in the U.S. federal agency sector, primarily focused on serving the Department of Defense and the Department of Veterans Affairs. R&S is a national pharmaceutical wholesaler focused primarily on offering 340b-qualified entities products to provide consistency in care and pricing.
On January 31, 2020, the Company completed the Acquisitions.  The purchase price of $295 million, included cash of $254 million and the issuance of long-term promissory notes to the sellers with an aggregate principal amount of $44 million (estimated fair value of $35 million) (the “Sellers Notes”) and a short-term promissory note (the “Short-Term Seller Note”) with a principal amount of $1 million to the sellers.  The cash purchase price was funded by $76 million of cash on hand and $178 million of proceeds from a $180 million term loan.  The remaining $2 million consisted of working capital costs. The Company is not party to or a guarantor of the term loan, Sellers Notes or Short-Term Sellers Note. (refer to Note 13. Debt).  For further detail of the preliminary purchase price, refer to the table below.
For the six months ended June 30, 2020, there were $1 million of transaction costs associated with the Acquisitions recorded in acquisition, transaction-related and integration expenses (none for the three months ended June 30, 2020).
The Acquisitions were accounted for under the acquisition method of accounting, with Amneal as the accounting acquirer of AvKARE, LLC and R&S.
The preliminary purchase price is calculated as follows (in thousands):
Cash$254,000  
Sellers Notes (1)
35,033  
Settlement of Amneal trade accounts receivable from R&S (2)
7,440  
Short-Term Seller Note (3)
1,000  
Working capital adjustment (4)
(2,640) 
Fair value consideration transferred$294,833  
(1)In accordance with ASC 805, Business Combinations, all consideration transferred was measured at its acquisition-date fair value. The Sellers Notes are stated at the preliminary fair value estimate of $35 million, which is the $44 million aggregate principal amount less a $9 million discount.  The fair value of the Sellers Notes was estimated using the Monte-Carlo simulation approach under the option pricing framework.
(2)Represents trade accounts receivable from R&S that was effectively settled upon closing of the Acquisitions.
(3)Represents the principal amount due on the Short-Term Seller Note, which approximates fair value.
(4)Represents estimated working capital adjustment pursuant to the terms of the purchase agreement.
The following is a summary of the preliminary purchase price allocation for the Acquisitions (in thousands):
Preliminary Fair Values as of
January 31, 2020
Trade accounts receivable, net$49,286  
Inventories68,115  
Prepaid expenses and other current assets7,401  
Related party receivables61  
Property, plant and equipment5,278  
Goodwill108,790  
Intangible assets, net130,800  
Operating lease right-of-use assets - related party5,544  
Total assets acquired375,275  
Accounts payable and accrued expenses61,891  
Related party payables1,532  
Operating lease liabilities - related party5,544  
Total liabilities assumed68,967  
Redeemable non-controlling interests11,475  
Fair value of consideration transferred$294,833  
The acquired intangible assets are being amortized over their estimated useful lives as follows (in thousands):
Preliminary
Fair Values
Weighted-Average
Useful Life
Government licenses$66,700  7 years
Government contracts22,000  4 years
National contracts28,600  5 years
Customer relationships13,000  10 years
Trade name500  6 years
$130,800  
The estimated fair values of the customer relationships, government contracts and national contracts were determined using the “income approach,” which is a valuation technique that provides an estimate of the fair value of an intangible asset based on market participant expectations of the cash flows that an intangible asset would generate over its remaining useful life.  The estimated fair value of the trade name was determined using the “relief from royalty method,” which is a valuation technique that provides an estimate of the fair value of an intangible asset equal to the present value of the after-tax royalty savings attributable to owning the intangible asset. The estimated fair value of the government licenses was determined using the “with-and-without method,” which is a valuation technique that provides an estimate of the fair value of an intangible asset that is equal to the difference between the present value of the prospective revenues and expenses for the business with and without the subject intangible asset in place. The assumptions, including the expected projected cash flows, utilized in the preliminary purchase price allocation and in determining the purchase price were based on management's best estimates as of the closing date of the Acquisitions on January 31, 2020.
Some of the more significant assumptions inherent in the development of those asset valuations include the estimated net cash flows for each year for each asset (including net revenues, cost of sales, selling and marketing costs and working capital / contributory asset charges), the appropriate discount rate to select in order to measure the risk inherent in each future cash flow stream, the assessment of each asset’s life cycle, competitive trends impacting the asset and each cash flow stream, as well as other factors. No assurances can be given that the underlying assumptions used to prepare the discounted cash flow analysis will not change. For these and other reasons, actual results may vary significantly from estimated results.
The Company makes an initial allocation of the purchase price at the date of acquisition based upon its understanding of the fair value of the acquired assets, assumed liabilities and redeemable non-controlling interests. The Company obtains this information during due diligence and through other sources.  In the months after closing, as the Company obtains additional information about these assets and liabilities and learns more about the newly acquired businesses, it is able to refine the estimates of fair value and more accurately allocate the purchase price.  Only items identified as of the acquisition date are considered for subsequent adjustment.  The Company is continuing to evaluate the acquired assets, assumed liabilities and redeemable non-controlling interests associated with the Acquisitions. The Company will make appropriate adjustments to the purchase price allocation prior to completion of the measurement period, as required.
The Sellers Notes and redeemable non-controlling interests were estimated using the Monte-Carlo simulation approach under the option pricing framework.  The non-controlling interests are redeemable at the option of either the non-controlling interest holder and Amneal. The fair value of the redeemable non-controlling interests considers these redemption rights.
Of the $109 million of goodwill acquired in connection with the Acquisitions, approximately $73 million was allocated to the Company’s AvKARE segment (refer to Note 18. Segment Information) and approximately $36 million was allocated to the Generics segment.  Goodwill was allocated to the Generics segment as net revenue of products manufactured from Amneal and distributed by the Acquisitions is reflected in Generics’ segment results.  Goodwill is calculated as the excess of the fair value of the consideration transferred and the fair value of the redeemable non-controlling interests over the fair value of the net assets recognized. Factors that contributed to the recognition of goodwill include Amneal’s intent to diversify its business and open growth opportunities in the large, complex and growing federal healthcare market.
For the three months ended June 30, 2020, the Acquisitions contributed total net revenue of approximately $67 million and operating income of $3 million, which included approximately $8 million of amortization expense from intangible assets acquired in the Acquisitions, to the Company’s consolidated results of operations. 
For the six months ended June 30, 2020, the Acquisitions contributed total net revenue of approximately $132 million and operating income of $1 million, which included approximately $14 million of amortization expense from intangible assets acquired in the Acquisitions, to the Company’s consolidated results of operations.  
Unaudited Pro Forma Information
The unaudited pro forma combined results of operations for the three and six months ended June 30, 2020 and 2019 (assuming the closing of the Acquisitions occurred on January 1, 2019) are as follows (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2020201920202019
Net revenue$464,662  $479,891  $989,965  $991,096  
Net (loss) income$(23,944) $(45,622) $92,472  $(178,006) 
Net (loss) income attributable to Amneal Pharmaceuticals, Inc.$(11,996) $(15,535) $101,438  $(65,712) 
The pro forma results have been prepared for comparative purposes only and are not necessarily indicative of the actual results of operations had the closing of the Acquisitions taken place on January 1, 2019. Furthermore, the pro forma results do not purport to project the future results of operations of the Company.
Adjustments to arrive at the unaudited pro forma information primarily related to increases in selling, general and administrative expenses for amortization of acquired intangible assets, net of the applicable tax impact.
U.K. Divestiture

On March 30, 2019, the Company sold 100% of the stock of its Creo Pharma Holding Limited subsidiary, which comprised substantially all of the Company's operations in the United Kingdom, to AI Sirona (Luxembourg) Acquisition S.a.r.l ("AI Sirona") for net cash consideration of approximately $32 million which was received in April 2019. The carrying value of the net assets sold was $22 million, including intangible assets of $7 million and goodwill of $5 million. As a result of the sale, the Company recognized a pre-tax gain of $9 million, inclusive of transaction costs and the recognition of accumulated foreign currency translation adjustment losses of $3 million, within gain (loss) on sale of international businesses, net for the six months ended June 30, 2019. For the three months ended June 30, 2020, the Company made a $0.5 million payment to AI Sirona for and recognized a $0.1 million gain on sale of international business for final settlement of the divestiture. As part of
the disposition, the Company entered into a supply and license agreement with AI Sirona to supply certain products for a period of up to two years.
Germany Divestiture

On May 3, 2019, the Company sold 100% of the stock of its Amneal Deutschland GmbH subsidiary, which comprised substantially all of the Company's operations in Germany, to EVER Pharma Holding Ges.m.b.H. (“EVER”) for net cash consideration of approximately $3 million which was received in May 2019. The carrying value of the net assets sold was $7 million, including goodwill of $0.5 million. As a result of the sale, the Company recognized a pre-tax loss of $2 million, inclusive of transaction costs and the recognition of accumulated foreign currency translation adjustment losses, within gain (loss) on sale of international businesses, net for the three and six months ended June 30, 2019. As part of the disposition, the Company also entered into a license and supply agreement with EVER to supply certain products for an 18 month period.
v3.20.2
Revenue Recognition
6 Months Ended
Jun. 30, 2020
Revenue from Contract with Customer [Abstract]  
Revenue Recognition Revenue Recognition
Performance Obligations
The Company’s performance obligation is the supply of finished pharmaceutical and related products to its customers. The Company’s customers consist primarily of major wholesalers, retail pharmacies, managed care organizations, purchasing co-ops, hospitals, government agencies, institutions, and pharmaceutical companies. The Company’s customer contracts generally consist of both a master agreement, which is signed by the Company and its customer, and/or a customer submitted purchase order, which is governed by the terms and conditions of the master agreement. Customers purchase product by direct channel sales from the Company or by indirect channel sales through various distribution channels.
Revenue is recognized when the Company transfers control of its products to the customer, which typically occurs at a point-in-time, either upon shipment or delivery. Substantially all of the Company’s net revenues relate to products which are transferred to the customer at a point-in-time.
The Company offers standard payment terms to its customers and has elected the practical expedient to not adjust the promised amount of consideration for the effects of a significant financing, since the period between when the Company transfers the product to the customer and when the customer pays for that product is one year or less. Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenues. The consideration amounts due from customers as a result of product sales are subject to variable consideration, as described further below.
The Company offers standard product warranties which provide assurance that the product will function as expected and in accordance with specifications. Customers cannot purchase warranties separately and these warranties do not give rise to a separate performance obligation.
The Company permits the return of product under certain circumstances, mainly upon product expiration, instances of shipping errors or where product is damaged in transit. The Company accrues for the customer’s right to return as part of its variable consideration. See below for further details.
Variable Consideration
The Company includes an estimate of variable consideration in its transaction price at the time of sale, when control of the product transfers to the customer. Variable consideration includes but is not limited to: chargebacks, distribution fees, rebates, group purchasing organization ("GPO") fees, prompt payment (cash) discounts, consideration payable to the customer, billbacks, Medicaid and other government pricing programs, price protection and shelf stock adjustments, sales returns, and profit shares.
The Company assesses whether or not an estimate of its variable consideration is constrained and has determined that the constraint does not apply, since it is probable that a significant reversal in the amount of cumulative revenue will not occur in the future when the uncertainty associated with the variable consideration is subsequently resolved. The Company’s estimates for variable consideration are adjusted as required at each reporting period for specific known developments that may result in a change in the amount of total consideration it expects to receive.
Chargebacks
In the case an indirect customer purchases product from their preferred wholesaler instead of directly from the Company, and the contract price charged to the indirect customer is lower than the wholesaler pricing, the Company pays the direct customer (wholesaler) a chargeback for the price differential. The Company estimates its chargeback accrual based on its estimates of the level of inventory of its products in the distribution channel that remain subject to chargebacks and historical chargeback rates. The estimate of the level of products in the distribution channel is based primarily on data provided by key customers.
Rebates
The Company pays fixed or volume-based rebates to its customers based on a fixed amount, fixed percentage of product sales or based on the achievement of a specified level of purchases. The Company’s rebate accruals are based on actual net sales, contractual rebate rates negotiated with customers, and expected purchase volumes / corresponding tiers based on actual sales to date and forecasted amounts.
Group Purchasing Organization Fees
The Company pays fees to GPOs for administrative services that the GPOs perform in connection with the purchases of product by the GPO participants who are the Company’s customers. The Company’s GPO fee accruals are based on actual net sales, contractual fee rates negotiated with GPOs and the mix of the products in the distribution channel that remain subject to GPO fees.
Prompt Payment (Cash) Discounts
The Company provides customers with prompt payment discounts which may result in adjustments to the price that is invoiced for the product transferred, in the case that payments are made within a defined period. The Company’s prompt payment discount accruals are based on actual net sales and contractual discount rates.
Consideration Payable to the Customer
The Company pays administrative and service fees to its customers based on a fixed percentage of the product price. These fees are not in exchange for a distinct good or service and therefore are recognized as a reduction of the transaction price. The Company accrues for these fees based on actual net sales, contractual fee rates negotiated with the customer and the mix of the products in the distribution channel that remain subject to fees.
Billbacks
In the case an indirect customer purchases product from their preferred wholesaler instead of directly from the Company, and the contract price charged to the indirect customer is higher than contractual pricing, the Company pays the indirect customer a billback for the price differential. The Company estimates its billback accrual based on its estimates of the level of inventory of its products in the distribution channel that remain subject to billbacks and historical billback rates. The estimate of the level of products in the distribution channel is based primarily on data provided by key customers.
Medicaid and Other Government Pricing Programs
The Company complies with required rebates mandated by law under Medicaid and other government pricing programs. The Company estimates its government pricing accruals based on monthly sales, historical experience of claims submitted by the various states and jurisdictions, historical rates and estimated lag time of the rebate invoices.
Price Protection and Shelf Stock Adjustments
The Company provides customers with price protection and shelf stock adjustments which may result in an adjustment to the price charged for the product transferred, based on differences between old and new prices which may be applied to the customer’s on-hand inventory at the time of the price change. The Company accrues for these adjustments when its expected value of an adjustment is greater than zero, based on contractual pricing, actual net sales, accrual rates based on historical average rates, and estimates of the level of inventory of its products in the distribution channel that remain subject to these adjustments. The estimate of the level of products in the distribution channel is based primarily on data provided by key customers.
Sales Returns
The Company permits the return of product under certain circumstances, mainly upon product expiration, instances of shipping errors or where product is damaged in transit, and occurrences of product recalls. The Company’s product returns accrual is primarily based on estimates of future product returns based generally on actual net sales, estimates of the level of inventory of its products in the distribution channel that remain subject to returns, estimated lag time of returns and historical return rates. The estimate of the level of products in the distribution channel is based primarily on data provided by key customers.
Profit Shares
For certain product sale arrangements, the Company earns a profit share upon the customer’s sell-through of the product purchased from the Company. The Company estimates its profit shares based on actual net sales, estimates of the level of inventory of its products in the distribution channel that remain subject to profit shares, and historical rates of profit shares earned. The estimate of the level of products in the distribution channel is based primarily on data provided by key customers.
Concentration of Revenue
The Company's three largest customers accounted for approximately 84% and 83% of total gross sales of products for the three and six months ended June 30, 2020, respectively. The Company's three largest customers accounted for approximately 81% and 80% of total gross sales of products for the three and six months ended June 30, 2019, respectively.
Disaggregated Revenue
The Company's significant therapeutic classes for its Generics and Specialty segments and sales channels for its AvKARE segment, as determined based on net revenue for each of the three and six months ended June 30, 2020 and 2019 are set forth below (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2020201920202019
Generics
Anti-Infective$9,722  $8,147  $22,776  $14,089  
Hormonal/Allergy89,277  92,293  177,919  195,018  
Antiviral955  1,346  16,779  15,802  
Central Nervous System (1)
96,228  117,398  195,810  242,173  
Cardiovascular System25,105  31,138  54,359  67,355  
Gastroenterology16,625  9,938  37,878  19,494  
Oncology16,567  21,746  31,422  36,705  
Metabolic Disease/Endocrine6,769  10,887  23,408  28,734  
Respiratory7,240  8,418  17,328  17,636  
Dermatology10,442  14,771  27,584  27,744  
Other therapeutic classes26,668  15,263  51,935  33,440  
International and other961  3,719  1,947  19,351  
Total Generics net revenue306,559  335,064  659,145  717,541  
Specialty
Hormonal/Allergy13,669  9,888  27,623  20,787  
Central Nervous System (1)
74,056  50,694  142,367  93,593  
Gastroenterology439  452  487  933  
Metabolic Disease/Endocrine203  89  476  630  
Other therapeutic classes5,889  8,455  11,280  17,278  
Total Specialty net revenue94,256  69,578  182,233  133,221  
AvKARE
Distribution31,839  —  63,425  —  
Government Label25,073  —  46,451  —  
Institutional4,511  —  7,924  —  
Other2,424  —  4,017  —  
Total AvKARE net revenue63,847  —  121,817  —  
Total net revenue$464,662  $404,642  $963,195  $850,762  
(1)During the three months ended September 30, 2019, operating results for Oxymorphone were reclassified from Generics to Specialty, where it is sold as a non-promoted product.  Prior period results have not been restated to reflect the reclassification.
A rollforward of the major categories of sales-related deductions for the six months ended June 30, 2020 is as follows (in thousands):
Contract
Charge - Backs
and Sales
Volume
Allowances
Cash Discount
Allowances
Accrued
Returns
Allowance
Accrued
Medicaid and
Commercial
Rebates
Balance at December 31, 2019$829,807  $34,308  $150,361  $114,960  
Impact from the Acquisitions12,444  944  15,229  10  
Provision related to sales recorded in the period2,025,733  60,000  49,285  69,685  
Credits/payments issued during the period(2,197,368) (71,093) (52,202) (63,062) 
Balance at June 30, 2020$670,616  $24,159  $162,673  $121,593  
v3.20.2
Alliance and Collaboration
6 Months Ended
Jun. 30, 2020
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Alliance and Collaboration Alliance and Collaboration
The Company has entered into several alliance, collaboration, license, distribution and similar agreements with respect to certain of its products and services with third-party pharmaceutical companies. The consolidated statements of operations include revenue recognized under agreements the Company has entered into to develop marketing and/or distribution relationships with its partners to fully leverage the technology platform and revenue recognized under development agreements which generally obligate the Company to provide research and development services over multiple periods. The Company's significant arrangements are discussed below.
Levothyroxine License and Supply Agreement; Transition Agreement
On August 16, 2018, the Company entered into a license and supply agreement with Jerome Stevens Pharmaceuticals, Inc. ("JSP") for levothyroxine sodium tablets ("Levothyroxine"). This agreement designated the Company as JSP's exclusive commercial partner for Levothyroxine in the U.S. market for a 10-year term commencing on March 22, 2019. Additionally, under this license and supply agreement, the Company accrued the up-front license payment of $50 million on March 22, 2019, which was paid in April 2019. The agreement also provides for the Company to pay a profit share to JSP based on net profits of the Company's sales of Levothyroxine, after considering product costs.
On November 9, 2018, the Company entered into a transition agreement ("Transition Agreement") with Lannett Company (“Lannett”) and JSP. Under the terms of the Transition Agreement, the Company assumed the distribution and marketing of Levothyroxine from Lannett beginning December 1, 2018 through March 22, 2019, ahead of the commencement date of the license and supply agreement with JSP described above.
In accordance with the terms of the Transition Agreement, the Company made $47 million of non-refundable payments to Lannett. For the six months ended June 30, 2019, $37 million, was expensed to cost of goods sold, as the Company sold Levothyroxine (none in the six months ended June 30, 2020). As of December 31, 2018 the Company had a $4 million transition contract liability, which was fully settled in February 2019.
Additionally, during the year ended December 31, 2019, the Company recorded $1 million in cost of sales related to reimbursement due to Lannett for certain of its unsold inventory at the end of the transition period, which was fully settled in March 2020.
Biosimilar Licensing and Supply Agreement
On May 7, 2018, the Company entered into a licensing and supply agreement, with Mabxience S.L., for its biosimilar candidate for Avastin® (bevacizumab). The Company will be the exclusive partner in the U.S. market. The Company will pay development and regulatory milestone payments as well as commercial milestone payments on reaching pre-agreed sales targets in the market to Mabxience, up to $72 million. For the six months ended June 30, 2019 the Company expensed a milestone payment of $1 million (none for the three months ended June 30, 2019) to research and development. For the three and six months ended June 30, 2020 the Company expensed a milestone payment of $5 million.
Distribution, License, Development and Supply Agreement with AstraZeneca UK Limited
In January 2012, Impax entered into an agreement with AstraZeneca UK Limited ("AstraZeneca") to distribute branded products under the terms of a distribution, license, development and supply Agreement (the "AZ Agreement"). The parties subsequently entered into a First Amendment to the AZ Agreement dated May 31, 2016 (as amended, the "AZ Amendment"). Under the terms of the AZ Agreement, AstraZeneca granted to Impax an exclusive license to commercialize the tablet, orally disintegrating tablet and nasal spray formulations of Zomig® (zolmitriptan) products for the treatment of migraine headaches in the United States and in certain U.S. territories, except during an initial transition period when AstraZeneca fulfilled all orders of Zomig® products on Impax’s behalf and AstraZeneca paid to Impax the gross profit on such Zomig® products. Pursuant to the AZ Amendment, under certain conditions, and depending on the nature and terms of the study agreed to with the FDA, Impax agreed to conduct, at its own expense, the juvenile toxicity study and pediatric study required by the FDA under the Pediatric Research Equity Act ("PREA") for approval of the nasal formulation of Zomig ® for the acute treatment of migraine in pediatric patients ages six through eleven years old, as further described in the study protocol mutually agreed to by the parties (the "PREA Study"). In consideration for Impax conducting the PREA Study at its own expense, the AZ Amendment provides for the total royalty payments payable by Impax to AstraZeneca on net sales of Zomig ® products under the AZ Agreement to be reduced by an aggregate amount of $30 million to be received in quarterly amounts specified in the AZ Amendment beginning from the quarter ended June 30, 2016 and through the quarter ended December 31, 2020 . In the event the royalty reduction amounts exceed the royalty payments payable by Impax to AstraZeneca pursuant to the AZ Agreement in
any given quarter, AstraZeneca will be required to pay Impax an amount equal to the difference between the royalty reduction amount and the royalty payment payable by Impax to AstraZeneca. Impax’s commitment to perform the PREA Study may be terminated, without penalty, under certain circumstances as set forth in the AZ Amendment. The Company recognizes the amounts received from AstraZeneca for the PREA Study as a reduction to research and development expense.
In May 2013, Impax’s exclusivity period for branded Zomig® tablets and orally disintegrating tablets expired and Impax launched authorized generic versions of those products in the United States. As discussed above, pursuant to the AZ Amendment, the total royalty payments payable by Impax to AstraZeneca on net sales of Zomig ® products under the AZ Agreement is reduced by certain specified amounts beginning from the quarter ended June 30, 2016 and through the quarter ended December 31, 2020, with such reduced royalty amounts totaling an aggregate amount of $30 million. The Company recorded cost of sales for royalties under this agreement of $5 million and $9 million for the three and six months ended June 30, 2020, respectively, and $5 million and $9 million for the three and six ended June 30, 2019, respectively.
During the three months ended March 31, 2020, AstraZeneca and the Company agreed to terminate the AZ Agreement and subsequent AZ Amendment effective January 2021.
For detail on the Company’s related party agreements with Kashiv Biosciences, LLC, refer to Note 19. Related Party Transactions.
v3.20.2
Restructuring and Other Charges
6 Months Ended
Jun. 30, 2020
Restructuring and Related Activities [Abstract]  
Restructuring and Other Charges Restructuring and Other Charges
During the six months ended June 30, 2018, in connection with the Combination, the Company committed to a restructuring plan to achieve cost savings. The Company expected to integrate its operations and reduce its combined cost structure through workforce reductions that eliminated duplicative positions and consolidated certain administrative, manufacturing and research and development facilities. In connection with this plan, the Company announced on May 10, 2018 that it intended to close its Hayward, California-based operations.
On July 10, 2019, the Company announced a plan to restructure its operations that was intended to reduce costs and optimize its organizational and manufacturing infrastructure. Pursuant to the restructuring plan as revised, the Company expects to reduce its headcount by approximately 300 to 350 employees through December 31, 2020, primarily by ceasing manufacturing at its Hauppauge, NY facility.  Collectively these actions comprise the "Plans".
The following table sets forth the components of the Company's restructuring and other charges (in thousands):
Three Months Ended
June 30,
Six Months Ended
June 30,
2020201920202019
Employee restructuring separation charges (1)
$—  $516  $46  $2,420  
Asset-related charges (2)
—  900  —  1,314  
Total employee and asset-related restructuring charges—  1,416  46  3,734  
Other employee severance charges (3)
333  1,419  2,335  5,262  
Total restructuring and other charges$333  $2,835  $2,381  $8,996  
(1)Employee restructuring separation charges include the cost of benefits provided pursuant to the Company's severance programs for employees impacted by the Plans at the Company's Hauppauge, NY, Hayward, CA and other facilities.
(2)Asset-related charges are primarily associated with the write-off of property, plant and equipment in connection with the closing of the Company's Hayward, CA facilities.
(3)Other employee severance charges are primarily associated with the cost of benefits for former senior executives.
The charges related to restructuring impacted segment earnings as follows (in thousands):
Three Months Ended
June 30,
Six Months Ended
June 30,
2020201920202019
Generics$—  $1,317  $46  $2,313  
Specialty—  —  —  178  
Corporate—  99  —  1,243  
Total employee and asset-related restructuring charges$—  $1,416  $46  $3,734  
The following table shows the change in the employee separation-related liability associated with the Plans, which is included in accounts payable and accrued expenses (in thousands):
Employee
Restructuring
Balance at December 31, 2019$3,900  
Charges to income46  
Payments(2,185) 
Balance at June 30, 2020$1,761  
v3.20.2
(Loss) Earnings per Share
6 Months Ended
Jun. 30, 2020
Earnings Per Share [Abstract]  
(Loss) Earnings per Share (Loss) Earnings per Share
Basic (loss) earnings per share of Class A and Class B-1 Common Stock is computed by dividing net (loss) income attributable to Amneal Pharmaceuticals, Inc. by the weighted-average number of shares of Class A and Class B-1 Common Stock outstanding during the period. Diluted (loss) earnings per share of Class A and Class B-1 Common Stock is computed by dividing net (loss) income attributable to Amneal Pharmaceuticals, Inc. by the weighted-average number of shares of Class A and Class B-1 Common Stock outstanding, adjusted to give effect to potentially dilutive securities.
The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted (loss) earnings per share of Class A and Class B-1 Common Stock (in thousands, except per share amounts):
Three Months Ended
June 30,
Six Months Ended
June 30,
2020201920202019
Numerator:
Net (loss) income attributable to Amneal Pharmaceuticals, Inc.$(11,996) $(16,902) $103,071  $(64,783) 
Denominator:
Weighted-average shares outstanding - basic (1)
147,392  128,016  147,286  127,852  
Effect of dilutive securities:
Stock options—  —  278  —  
Restricted stock units—  —  745  —  
Weighted-average shares outstanding - diluted
147,392  128,016  148,309  127,852  
Net (loss) earnings per share attributable to Amneal Pharmaceuticals, Inc.'s common stockholders:
Class A and Class B-1 basic$(0.08) $(0.13) $0.70  $(0.51) 
Class A and Class B-1 diluted$(0.08) $(0.13) $0.69  $(0.51) 
(1) During the three months ended June 30, 2019, pursuant to the Company’s certificate of incorporation, the Company converted all 12.3 million of its issued and outstanding shares of Class B-1 Common Stock and such shares of Class B-1 Common Stock have been retired and may not be reissued by the Company. The weighted-average shares for the three and six months ended June 30, 2020 do not include Class B-1 Common Stock.
Shares of the Company's Class B Common Stock do not share in the earnings or losses of the Company and, therefore, are not participating securities. As such, separate presentation of basic and diluted earnings per share of Class B Common Stock under the two-class method has not been presented.
The following table presents potentially dilutive securities excluded from the computations of diluted earnings per share of Class A and Class B-1 Common Stock (in thousands):
Three Months Ended
June 30,
Six Months Ended
June 30,
2020201920202019
Stock options
4,008  
(4)
8,407  
(4)
671  
(1)
8,407  
(4)
Restricted stock units
9,372  
(4)
2,894  
(4)
—  2,894  
(4)
Performance stock units
3,054  
(4)
465  
(4)
3,054  
(2)
465  
(4)
Shares of Class B Common Stock
152,117  
(3)
170,941  
(3)
152,117  
(3)
170,941  
(3)
(1)Excluded from the computation of diluted earnings per share of Class A Common Stock because the exercise price of the stock options exceeded the average market price of the Class A Common Stock during the period (out-of-the-money).
(2)Excluded from the computation of diluted earnings per share of Class A Common Stock because the performance vesting conditions were not met for the six months ended June 30, 2020.
(3)Shares of Class B Common Stock are considered potentially dilutive shares of Class A and Class B-1 Common Stock. Shares of Class B Common Stock have been excluded from the computations of diluted earnings per share of Class A and Class B-1 Common Stock because the effect of their inclusion would have been anti-dilutive under the if-converted method. As noted above, the weighted-average shares for the three and six months ended June 30, 2020 do not include Class B-1 Common Stock.  
(4)Excluded from the computation of diluted loss per share of Class A and Class B-1 Common Stock because the effect of their inclusion would have been anti-dilutive since there was a net loss attributable to the Company for three months ended June 30, 2020 and the three and six months ended June 30, 2019. As noted above, the weighted-average shares for the three and six months ended June 30, 2020 do not include Class B-1 Common Stock.
v3.20.2
Income Taxes
6 Months Ended
Jun. 30, 2020
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
For the three months ended June 30, 2020 and 2019, the Company's provision for (benefit from) income taxes and effective tax rates were $2 million and (10.0)% and $(6) million and 10.1%, respectively.
For the six months ended June 30, 2020 and 2019, the Company's benefit from income taxes and effective tax rates were $(106) million and 1259.7% and $(14) million and 7.5%, respectively. The year over year change in benefit from income taxes was primarily related to the Company’s full valuation allowance and the effects of the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”).
As of September 30, 2019, the Company established a valuation allowance based upon all available objective and verifiable evidence both positive and negative, including historical levels of pre-tax income (loss) both on a consolidated basis and tax reporting entity basis, legislative developments, expectations and risks associated with estimates of future pre-tax income, and prudent and feasible tax planning strategies. The Company estimated that as of September 30, 2019 it had generated a cumulative consolidated three-year pre-tax loss, which continued as of December 31, 2019.  As a result of the initial September 30, 2019 and December 31, 2019 analyses, the Company determined that it remained more likely than not that it would not realize the benefits of its gross deferred tax assets (" DTAs") and therefore recorded an additional valuation allowance of $428 million for the year ended December 31, 2019 to reduce the carrying value of these gross DTAs, net of the impact of the reversal of taxable temporary differences, to zero. As of June 30, 2020, based on its evaluation of available positive and negative evidence, the Company has maintained its position with respect to the valuation allowance.
On March 27, 2020, President Trump signed into law the CARES Act. The CARES Act is an emergency economic stimulus package in response to the COVID-19 pandemic which, among other things, includes provisions relating to income and non-income-based tax laws. Some of the key income tax-related provisions include net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. Some of these tax provisions are effective retroactively for years ending before the date of enactment. Other non-income-based tax provisions include deferral of the employer share of Social Security payroll taxes due from the CARES Act date of enactment through December 31, 2020, and a potential 50% credit on qualified wages against employment taxes each quarter with any excess credits eligible for refunds.
The CARES Act permits net operating loss (“NOL”) carryovers and carrybacks to offset 100% of taxable income for taxable years beginning before 2021. In addition, the CARES Act allows NOLs originating in 2018, 2019, and 2020 to be carried back to each of the five preceding taxable years to generate refunds of previously paid income taxes. As a result of the CARES Act, the Company carried back approximately $345 million in NOLs generated in 2018 to prior taxable income years.
ASC 740, Income Taxes, requires the effect from adjusting deferred tax assets or changes to valuation allowances due to the CARES Act to be recognized as a component of income taxes expense or benefit in the interim period that includes the period in which the new legislation is enacted (quarter ended March 31, 2020), and it cannot be allocated to subsequent interim periods by an adjustment of the estimated annual effective tax rate. In the three months ended March 31, 2020, the Company reclassified the 2018 NOL carryback amount for previously paid income taxes to income tax receivable and reversed the corresponding valuation allowance. In carrying back the 2018 loss to an earlier year, the Company is able to benefit the losses at a 35% tax rate rather than the current U.S. corporate tax rate of 21%.  Accordingly, the Company recorded a discrete income tax benefit of $110 million for the six months ended June 30, 2020. During July 2020, the Company received a cash refund for $106 million of the $110 million carryback, with the remainder expected to be received before December 31, 2020. 
In connection with the Combination, the Company entered into a tax receivable agreement (“TRA”) for which it is generally required to pay the other holders of Amneal Common Units 85% of the applicable tax savings, if any, in U.S. federal and state income tax that it is deemed to realize as a result of certain tax attributes of their Amneal Common Units sold to the Company (or exchanged in a taxable sale) and that are created as a result of (i) the sales of their Amneal Common Units for shares of Class A Common Stock and (ii) tax benefits attributable to payments made under the TRA.  In conjunction with the valuation allowance recorded on the DTAs at September 30, 2019, the Company reversed the TRA liability, which had been recorded at the time of the Combination.
The projection of future taxable income involves significant judgment. Actual taxable income may differ from the Company’s estimates, which could significantly impact the timing of the recognition of the contigent liability under the TRA. As noted above, the Company has determined it is more-likely-than-not it will be unable to utilize all of its DTAs subject to the TRA; therefore, as of June 30, 2020, the Company has not recognized the contingent liability under the TRA related to the tax savings it may realize from common units sold or exchanged. If utilization of these DTAs becomes more likely than not in the future, at such time, Amneal will recognize a liability under the TRA, which amounts to approximately $202 million as of June 30, 2020 as a result of basis adjustments under Internal Revenue Code Section 754.
The timing and amount of any payments under the TRA may vary, depending upon a number of factors including the timing and number of Amneal common units sold or exchanged for the Company's Class A Common Stock, the price of the Company's Class A Common Stock on the date of sale or exchange, the timing and amount of the Company's taxable income, and the tax rate in effect at the time of realization of the Company's taxable income (the TRA liability is determined based on a percentage of the corporate tax savings from the use of the TRA's attributes). Further sales or exchanges occurring subsequent to June 30, 2020 could result in future Amneal tax deductions and obligations to pay 85% of such benefits to the holders of Amneal common units. These obligations could be incremental to and substantially larger than the approximate $202 million contingent liability as of June 30, 2020 described above. Under certain conditions, such as a change of control or other early termination event, the Company could be obligated to make TRA payments in advance of tax benefits being realized.

Any future recognition of these TRA liabilities will be recorded through charges in the Company’s consolidated statements of operations.  However, if the tax attributes are not utilized in future years, it is reasonably possible no amounts would be paid under the TRA.  Should the Company determine that a DTA with a valuation allowance is realizable in a subsequent period, the related valuation allowance will be released and if a resulting TRA payment is determined to be probable, a corresponding TRA liability will be recorded.
v3.20.2
Trade Accounts Receivable, Net
6 Months Ended
Jun. 30, 2020
Receivables [Abstract]  
Trade Accounts Receivable, Net Trade Accounts Receivable, Net
Trade accounts receivable, net is comprised of the following (in thousands):
June 30,
2020
December 31,
2019
Gross accounts receivable$1,280,380  $1,470,706  
Allowance for doubtful accounts(2,871) (2,201) 
Contract charge-backs and sales volume allowances(670,616) (829,807) 
Cash discount allowances(24,159) (34,308) 
Subtotal(697,646) (866,316) 
Trade accounts receivable, net$582,734  $604,390  
Receivables from customers representing 10% or more of the Company’s gross trade accounts receivable reflected three customers at June 30, 2020, equal to 37%, 25%, and 25%, respectively.  Receivables from customers representing 10% or more of the Company’s gross trade accounts receivable reflected three customers at December 31, 2019, equal to 39%, 25%, and 25%, respectively.
v3.20.2
Inventories
6 Months Ended
Jun. 30, 2020
Inventory Disclosure [Abstract]  
Inventories InventoriesInventories, net of reserves, are comprised of the following (in thousands):
June 30,
2020
December 31,
2019
Raw materials
$173,102  $172,159  
Work in process
47,435  58,188  
Finished goods
223,419  150,720  
Total inventories$443,956  $381,067  
v3.20.2
Prepaid and Other Current Assets
6 Months Ended
Jun. 30, 2020
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]  
Prepaid and Other Current Assets Prepaid and Other Current Assets
Prepaid expenses and other current assets are comprised of the following (in thousands):
June 30,
2020
December 31,
2019
Deposits and advances$2,805  $1,123  
Prepaid insurance1,768  3,858  
Prepaid regulatory fees1,387  4,016  
Income and other tax receivables (1)
124,208  13,740  
Prepaid taxes3,503  3,255  
Other current receivables12,650  15,996  
Other prepaid assets38,427  28,176  
Total prepaid expenses and other current assets$184,748  $70,164  
(1)On March 27, 2020, President Trump signed into law the CARES Act. The CARES Act is an emergency economic stimulus package in response to the COVID-19 pandemic which, among other things, includes provisions relating to income and non-income-based tax laws.  Amneal recorded a U.S. federal income tax receivable of $110 million related to benefits associated with the CARES Act, of which $106 million was received in July 2020 and the remainder is expected to be received before December 31, 2020.  For further details, refer to Note 8. Income Taxes.
v3.20.2
Other Assets
6 Months Ended
Jun. 30, 2020
Other Assets [Abstract]  
Other Assets Other Assets
Other assets are comprised of the following (in thousands):
June 30,
2020
December 31,
2019
Deferred revolving credit facility costs$3,174  $3,099  
Security deposits2,123  1,938  
Long-term prepaid expenses5,801  6,438  
Interest rate swap—  16,373  
Financing lease right-of-use assets10,222  11,442  
Other long-term assets7,411  4,980  
Total other assets$28,731  $44,270  
v3.20.2
Debt
6 Months Ended
Jun. 30, 2020
Debt Disclosure [Abstract]  
Debt DebtThe following is a summary of the Company's long-term debt (in thousands):
June 30,
2020
December 31,
2019
Term Loan due May 2025$2,645,376  $2,658,876  
Rondo Term Loan due January 2025177,750  —  
Other624  624  
Total long-term debt2,823,750  2,659,500  
Less: debt issuance costs(29,416) (28,975) 
Total debt, net of debt issuance costs2,794,334  2,630,525  
Less: current portion of long-term debt(29,756) (21,479) 
Total long-term debt, net$2,764,578  $2,609,046  
Senior Secured Credit Facilities
On May 4, 2018 the Company entered into a senior credit agreement that provided a term loan ("Term Loan") with a principal amount of $2.7 billion and an asset backed revolving credit facility ("Revolving Credit Facility") under which loans and letters of credit up to a principal amount of $500 million, of which $414 million were available at June 30, 2020 (principal amount of up to $25 million is available for letters of credit) (collectively, the "Senior Secured Credit Facilities").  The Term Loan is repayable in equal quarterly installments at a rate of 1.00% of the original principal amount annually, with the balance payable at maturity on May 4, 2025. The Term Loan bears a variable annual interest rate, which is one-month LIBOR plus 3.5% at June 30, 2020. The Revolving Credit Facility bears an annual interest rate of one-month LIBOR plus 1.25% at June 30, 2020 and matures on May 4, 2023. The annual interest rate for the Revolving Credit Facility may be reduced or increased by 0.25% based on step-downs and step-ups determined by the average historical excess availability.
The proceeds of any loans made under the Senior Secured Credit Facilities can be used for capital expenditures, acquisitions, working capital needs and other general purposes, subject to covenants as described below. The Company pays a commitment fee based on the average daily unused amount of the Revolving Credit Facility at a rate based on average historical excess availability, between 0.25% and 0.375% per annum. At June 30, 2020, the Revolving Credit Facility commitment fee rate is 0.375% per annum.
During March 2020, as a precautionary measure to mitigate the uncertainty surrounding overall market liquidity due to the COVID-19 pandemic, the Company borrowed $300 million on the Revolving Credit Facility.  As the financial markets stabilized following a period of high volatility due to the COVID-19 pandemic, the Company repaid all borrowings under the Revolving Credit Facility as of June 30, 2020.
The Company incurred costs associated with the Term Loan due May 2025 of $38 million and the Revolving Credit Facility of $5 million, which have been capitalized and are being amortized over the life of the applicable debt agreement to interest expense using the effective interest method. The Term Loan has been recorded in the balance sheet net of issuance costs. Costs associated with the Revolving Credit Facility have been recorded in other assets because there were no borrowings outstanding on the effective date of the Revolving Credit Facility. For both the three months ended June 30, 2020 and 2019, amortization of deferred financing costs related to the Term Loan and the Revolving Credit Facility was $1 million. For both the six months ended June 30, 2020 and 2019, amortization of deferred financing costs related to the Term Loan and the Revolving Credit Facility was $3 million.
The Senior Secured Credit Facilities contain a number of covenants that, among other things, create liens on Amneal's and its subsidiaries' assets. The Senior Secured Credit Facilities contain certain negative covenants that, among other things and subject to certain exceptions, restrict Amneal’s and its subsidiaries' ability to incur additional debt or guarantees, grant liens, make loans, acquisitions or other investments, dispose of assets, merge, dissolve, liquidate or consolidate, pay dividends or other payments on capital stock, make optional payments or modify certain debt instruments, modify certain organizational documents, enter into arrangements that restrict the ability to pay dividends or grant liens, or enter into or consummate transactions with affiliates. The Revolving Credit Facility also includes a financial covenant whereby Amneal must maintain a minimum fixed charge coverage ratio if certain borrowing conditions are met. The Senior Secured Credit Facilities contain customary events of default, subject to certain exceptions. Upon the occurrence of certain events of default, the obligations under the Senior Secured Credit Facilities may be accelerated and the commitments may be terminated. At June 30, 2020, Amneal was in compliance with all covenants.
Acquisition Financing - Revolving Credit and Term Loan Agreement
On January 31, 2020, in connection with the Acquisitions, Rondo Intermediate Holdings, LLC (“Rondo Holdings”), a wholly-owned subsidiary of Rondo, entered into a revolving credit and term loan agreement (“Rondo Credit Facility”) that provided a term loan ("Rondo Term Loan") with a principal amount of $180 million and a revolving credit facility (“Rondo Revolving Credit Facility”) which loans up to a principal amount of $30 million. The Rondo Term Loan is repayable in equal quarterly installments at a rate of 5.0% of the original principal amount annually, with the balance payable at maturity on January 31, 2025. The Rondo Credit Facility bears a variable annual interest rate, which is one-month LIBOR plus 3.0% at June 30, 2020 and matures on January 31, 2025. The annual interest rate for borrowings under the Rondo Credit Facility may be reduced or increased by 0.25% based on step-downs and step-ups determined by the total net leverage ratio, as defined in that agreement.  At June 30, 2020, the Company had no outstanding borrowings under the Rondo Revolving Credit Facility.  
A commitment fee based on the average daily unused amount of the Rondo Credit Facility is assessed at a rate based on total net leverage ratio, between 0.25% and 0.50% per annum. At June 30, 2020, the Rondo Credit Facility commitment fee rate is 0.4% per annum.
Costs associated with the Rondo Term Loan of $3 million and the Rondo Credit Facility of $1 million have been capitalized and are being amortized over the life of the applicable debt instrument to interest expense using the effective interest method. The Rondo Term Loan has been recorded in the balance sheet net of issuance costs.  Costs associated with the Rondo Revolving Credit Facility have been recorded in other assets.  For both the three and six months ended June 30, 2020, amortization of deferred financing costs associated with the Rondo Credit Facility was less than $1 million.
The Rondo Credit Facility contains a number of covenants that, among other things, create liens on the equity securities and assets of Rondo Holdings, Rondo, AvKARE, LLC and R&S.  The Rondo Credit Facility contains certain negative, affirmative and financial covenants that, among other things, restrict the ability to incur additional debt, grant liens, transact in mergers and acquisitions, make certain investments and payments or engage in certain transactions with affiliates.  The Rondo Credit Facility also contains customary events of default. Upon the occurrence of certain events of default, the obligations under the Rondo Credit Facility may be accelerated and/ or the interest rate may be increased.  At June 30, 2020, Rondo was in compliance with all covenants.  The Company is not party to the Rondo Credit Facility and is not a guarantor of any debt incurred thereunder.
The Term Loan and Rondo Term Loan require payments of $27 million and $9 million, respectively, per year for the next five years and the balance thereafter.
Acquisition Financing – Notes Payable-Related Party
The Sellers Notes with a stated aggregate principal amount of $44 million and the Short-Term Sellers Note with a stated principal amount of $1 million were issued by Rondo or its subsidiary, Rondo Top Holdings, LLC, on January 31, 2020, the closing date of the Acquisitions.  The Sellers Notes are unsecured and accrue interest at a rate of 5% per annum, not compounded, until June 30, 2025.  The Sellers Notes are subject to prepayment at the option of Rondo, as the obligor, without premium or penalty. Mandatory payment of the outstanding principal and interest is due on June 30, 2025 if certain financial targets are achieved, the borrowers’ cash flows are sufficient (as defined in the Sellers Notes) and repayment is not prohibited by senior debt.   If repayment of all outstanding principal and accrued interest on the Sellers Notes is not made on June 30, 2025, the requirements for repayment are revisited on June 30 of each subsequent year until all principal and accrued interest are satisfied no later than January 31, 2030 or earlier, upon a change in control.  The Short-Term Sellers Note is also unsecured and accrues interest at a rate of 1.6% and is due on January 31, 2020.
In accordance with ASC 805, Business Combinations, all consideration transferred was measured at its acquisition-date fair value.  The Sellers Notes were stated at the preliminary fair value estimate of $35 million, which was estimated using the Monte-Carlo simulation approach under the option pricing framework.  The Short-Term Sellers Note of $1 million was recorded at the stated principal amount of $1 million, which approximates fair value.  The $9 million discount on the Sellers Notes will be amortized to interest expense using the effective interest method from January 31, 2020 to June 30, 2025 and the carrying value of the Sellers Notes will accrete to the stated principal amount of $44 million.
The Company is not party to or a guarantor of the Sellers Notes or Short-Term Sellers Notes. The Sellers Notes and the Short-Term Sellers Note are recorded in notes payable-related party within long-term liabilities and notes payable-related party within current liabilities, respectively.
v3.20.2
Other Long-Term Liabilities
6 Months Ended
Jun. 30, 2020
Other Liabilities [Abstract]  
Other Long-Term Liabilities Other Long-Term LiabilitiesOther long-term liabilities are comprised of the following (in thousands):
June 30,
2020
December 31,
2019
Interest rate swap (1)
$56,058  $—  
Uncertain tax positions3,648  5,088  
Long-term compensation (2)
20,183  22,735  
Financing lease liabilities3,162  3,869  
Other long-term liabilities10,721  7,891  
Total other long-term liabilities$93,772  $39,583  
(1)Refer to Notes 15. Fair Value Measurements and 16. Financial Instruments for information about the Company’s interest rate swap.
(2)Includes $11 million of long-term deferred compensation plan liabilities (refer to Note 15. Fair Value Measurements), $8 million of long-term employee benefits for the Company’s international employees and $1 million of long-term severance liabilities (refer to Note 6. Restructuring and Other Charges).
v3.20.2
Fair Value Measurements
6 Months Ended
Jun. 30, 2020
Fair Value Disclosures [Abstract]  
Fair Value Measurements Fair Value Measurements
Fair value is the exit price that would be received to sell an asset or paid to transfer a liability. Fair value is a market-based measurement that should be determined using assumptions that market participants would use in pricing an asset or liability. Valuation techniques used to measure fair value should maximize the use of observable inputs and minimize the use of unobservable inputs. To measure fair value, the Company uses the following fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last unobservable:
Level 1 – Quoted prices in active markets for identical assets or liabilities.
Level 2 – Inputs other than Level 1 that are observable for the asset or liability, either directly or indirectly, such as quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; or other inputs that are observable or can be corroborated by observable market data by correlation or other means.
Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Value is determined using pricing models, discounted cash flow methodologies, or similar techniques and also includes instruments for which the determination of fair value requires significant judgment or estimation.
Assets and Liabilities Measured at Fair Value on a Recurring Basis
The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level of classification for each reporting period. The following table sets forth the Company’s financial assets and liabilities that were measured at fair value on a recurring basis as of June 30, 2020 and December 31, 2019 (in thousands):
Fair Value Measurement Based on
June 30, 2020TotalQuoted
Prices in
Active
Markets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Liabilities
Interest rate swap (1)
$56,058  $—  $56,058  $—  
Deferred compensation plan liabilities (2)
14,983  —  14,983  —  
December 31, 2019
Assets
Interest rate swap (1)
$16,373  $—  $16,373  $—  
Liabilities
Deferred compensation plan liabilities (2)
$18,396  $—  $18,396  $—  
(1)The fair value measurement of the Company’s interest rate swap classified within Level 2 of the fair value hierarchy is a model-derived valuation as of a given date in which all significant inputs are observable in active markets including certain financial information and certain assumptions regarding past, present, and future market conditions.
(2)As of June 30, 2020, deferred compensation plan liabilities of $4 million and $11 million were recorded in current and non-current liabilities, respectively. As of December 31, 2019, deferred compensation plan liabilities of $4 million and $14 million were recorded in current and non-current liabilities, respectively. These liabilities are recorded at the value of the amount owed to the plan participants, with changes in value recognized as compensation expense. The calculation of the deferred compensation plan obligation is derived from observable market data by reference to hypothetical investments selected by the participants.
There were no transfers between levels in the fair value hierarchy during the six months ended June 30, 2020.
Assets and Liabilities Not Measured at Fair Value on a Recurring Basis
The carrying amounts of cash, accounts receivable and accounts payable approximate their fair values due to the short-term maturity of these instruments.
The $2.6 billion Term Loan falls into the Level 2 category within the fair value level hierarchy. The fair value was determined using market data for valuation. The fair value of the Term Loan at both June 30, 2020 and December 31, 2019 was approximately $2.4 billion.
The $178 million Rondo Term Loan entered into on January 31, 2020 falls into the Level 2 category within the fair value level hierarchy. The fair value of the Rondo Term Loan at June 30, 2020 was approximately $174 million.
The Sellers Notes and the Short-Term Sellers Note fall into the Level 2 category within the fair value level hierarchy. At June 30, 2020, the carrying value of the Sellers Notes and the Short-Term Sellers Note of $36 million and $1 million, respectively, approximate their fair values.
Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis
There were no non-recurring fair value measurements during the six months ended June 30, 2020 and 2019.
v3.20.2
Financial Instruments
6 Months Ended
Jun. 30, 2020
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Financial Instruments Financial Instruments
The Company uses an interest rate swap to manage its exposure to market risks for changes in interest rates.
Interest Rate Risk
The Company is exposed to interest rate risk on its debt obligations.  Interest income earned on cash and cash equivalents may fluctuate as interest rates change; however, due to their relatively short maturities, the Company does not hedge these assets or their investment cash flows because the impact of interest rate risk is not material. The Company's debt obligations consist of variable-rate and fixed-rate debt instruments (for further details, refer to Note 13. Debt).  The Company's primary objective is to achieve the lowest overall cost of funding while managing the variability in cash outflows within an acceptable range.  In order to achieve this objective, the Company has entered into an interest rate swap on the Term Loan.
Interest Rate Derivative – Cash Flow Hedge
The interest rate swap involves the periodic exchange of payments without the exchange of underlying principal or notional amounts. In October 2019, the Company entered into an interest rate lock agreement for a total notional amount of $1.3 billion to hedge part of the Company's interest rate exposure associated with the variability in future cash flows from changes in the one-month LIBOR associated with its Term Loan.
As of June 30, 2020, the total loss, net of income taxes, related to the Company’s cash flow hedge was $56 million, of which $28 million was recognized in accumulated other comprehensive loss and $28 million was recognized in non-controlling interests (none as of June 30, 2019).
A summary of the fair values of derivative instruments in the consolidated balance sheets was as follows (in thousands):
June 30, 2020December 31, 2019
Derivatives Designated as Hedging InstrumentsBalance Sheet
Classification
Fair ValueBalance Sheet
Classification
Fair Value
Variable-to-fixed interest rate swapOther long-term liabilities$56,058  Other assets$16,373  
v3.20.2
Commitments and Contingencies
6 Months Ended
Jun. 30, 2020
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies
Commitments
Commercial Manufacturing, Collaboration, License, and Distribution Agreements
The Company continues to seek to enhance its product line and develop a balanced portfolio of differentiated products through product acquisitions and in-licensing. Accordingly, the Company, in certain instances, may be contractually obligated to make potential future development, regulatory, and commercial milestone, royalty and/or profit sharing payments in conjunction with collaborative agreements or acquisitions that the Company has entered into with third parties. The Company has also licensed certain technologies or intellectual property from various third parties. The Company is generally required to make upfront payments as well as other payments upon successful completion of regulatory or sales milestones. The agreements generally permit the Company to terminate the agreement with no significant continuing obligation. The Company could be required to make significant payments pursuant to these arrangements. These payments are contingent upon the occurrence of certain future events and, given the nature of these events, it is unclear when, if ever, the Company may be required to pay such amounts. Further, the timing of any future payment is not reasonably estimable. Certain of these arrangements are with related parties (refer to Note 19. Related Party Transactions).
Contingencies
Legal Proceedings
The Company's legal proceedings are complex, constantly evolving and subject to uncertainty. As such, the Company cannot predict the outcome or impact of the legal proceedings set forth below. Additionally, the Company is subject to legal proceedings that are not set forth below. While the Company believes it has valid claims and/or defenses to the matters described below, the nature of litigation is unpredictable, and the outcome of the following proceedings could include damages, fines, penalties and injunctive or administrative remedies. For any proceedings where losses are probable and reasonably capable of estimation, the Company accrues for a potential loss. While these accruals have been deemed reasonable by the Company’s management, the assessment process relies heavily on estimates and assumptions that may ultimately prove inaccurate or incomplete. Additionally, unforeseen circumstances or events may lead the Company to subsequently change its estimates and assumptions. Unless otherwise indicated below, the Company is at this time unable to estimate the possible loss, if any, associated with such litigation.
The Company currently intends to vigorously prosecute and/or defend these proceedings as appropriate. From time to time, however, the Company may settle or otherwise resolve these matters on terms and conditions that it believes to be in its best interest. For the three and six months ended June 30, 2020, the Company recorded net charges of approximately $1 million and $6 million, respectively, for commercial legal proceedings and claims.  The ultimate resolution of any or all claims, legal proceedings or investigations could differ materially from our estimate and have a material adverse effect on the Company's results of operations and/or cash flow in any given accounting period, or on the Company's overall financial condition.  As of June 30, 2020 and December 31, 2019, the Company had liabilities for commercial and governmental legal proceedings and claims of $16 million and $17 million, respectively.
Additionally, the Company manufactures and derives a portion of its revenue from the sale of pharmaceutical products in the opioid class of drugs, and may therefore face claims arising from the regulation and/or consumption of such products.
Although the outcome and costs of the asserted and unasserted claims is difficult to predict, based on the information presently known to management, the Company does not currently expect the ultimate liability, if any, for such matters to have a material adverse effect on its business, financial condition, results of operations, or cash flows.
Medicaid Reimbursement and Price Reporting Matters
The Company is required to provide pricing information to state agencies, including agencies that administer federal Medicaid programs. Certain state agencies have alleged that manufacturers have reported improper pricing information, which allegedly caused them to overpay reimbursement costs. Other agencies have alleged that manufacturers have failed to timely file required reports concerning pricing information. Reserves are periodically established by the Company for any potential claims or settlements of overpayment. The Company intends to vigorously defend against any such claims. The ultimate settlement of any potential liability for such claims may be higher or lower than estimated.
Patent Litigation
There is substantial litigation in the pharmaceutical, biological, and biotechnology industries with respect to the manufacture, use, and sale of new products which are the subject of conflicting patent and intellectual property claims. One or more patents often cover the brand name products for which the Company is developing generic versions and the Company typically has patent rights covering the Company’s branded products.
Under federal law, when a drug developer files an Abbreviated New Drug Application ("ANDA") for a generic drug seeking approval before expiration of a patent which has been listed with the FDA as covering the brand name product, the developer must certify its product will not infringe the listed patent(s) and/or the listed patent is invalid or unenforceable (commonly referred to as a "Paragraph IV" certification). Notices of such certification must be provided to the patent holder, who may file a suit for patent infringement within 45 days of the patent holder’s receipt of such notice. If the patent holder files suit within the 45-day period, the FDA can review and tentatively approve the ANDA, but generally is prevented from granting final marketing approval of the product until a final judgment in the action has been rendered in favor of the generic drug developer, or 30 months from the date the notice was received, whichever is sooner. The Company’s Generics segment is typically subject to patent infringement litigation brought by branded pharmaceutical manufacturers in connection with the Company’s Paragraph IV certifications seeking an order delaying the approval of the Company’s ANDA until expiration of the patent(s) at issue in the litigation. Likewise, the Company’s Specialty segment is currently involved in patent infringement litigation against generic drug manufacturers that have filed Paragraph IV certifications to market their generic drugs prior to expiration of the Company’s patents at issue in the litigation.
The uncertainties inherent in patent litigation make the outcome of such litigation difficult to predict. For the Company’s Generics segment, the potential consequences in the event of an unfavorable outcome in such litigation include delaying launch of its generic products until patent expiration. If the Company were to launch its generic product prior to successful resolution of a patent litigation, the Company could be liable for potential damages measured by the profits lost by the branded product manufacturer rather than the profits earned by the Company if it is found to infringe a valid, enforceable patent, or enhanced treble damages in cases of willful infringement. For the Company’s Specialty segment, an unfavorable outcome may significantly accelerate generic competition ahead of expiration of the patents covering the Company’s branded products. All such litigation typically involves significant expense.
The Company is generally responsible for all of the patent litigation fees and costs associated with current and future products not covered by its alliance and collaboration agreements. The Company has agreed to share legal expenses with respect to third-party and Company products under the terms of certain of the alliance and collaboration agreements. The Company records the costs of patent litigation as expense in the period when incurred for products it has developed, as well as for products which are the subject of an alliance or collaboration agreement with a third-party.
Patent Infringement Matter
Impax Laboratories, LLC. v. Zydus Pharmaceuticals USA, Inc. and Cadila Healthcare Ltd. (Rytary®)
On December 21, 2017, Impax filed suit against Zydus Pharmaceuticals USA, Inc. and Cadila Healthcare Ltd. (collectively, "Zydus") in the United States District Court for the District of New Jersey, alleging infringement of U.S. Patent No. 9,089,608, based on the filing of Zydus’s ANDA relating to carbidopa and levodopa extended release capsules, generic to Rytary®. Zydus answered the complaint on April 27, 2018, asserting counterclaims of non-infringement and invalidity of U.S. Pat. Nos. 7,094,427; 8,377,474; 8,454,998; 8,557,283; and 9,089,607. Impax answered Zydus’s counterclaims on June 1, 2018. Zydus filed a motion for judgment on the pleadings regarding its counterclaims. On November 29, 2018, the Court granted Zydus’s motion for judgment as to its counterclaims. A case schedule had been set with trial anticipated in April 2020, which was postponed indefinitely due to the COVID-19 pandemic. The parties thereafter reached a settlement agreement on or about May 15, 2020, and the case has been dismissed.
Other Litigation Related to the Company’s Business
Opana ER® FTC Antitrust Litigation
On February 25, 2014, Impax received a Civil Investigative Demand (“CID”) from the Federal Trade Commission (“FTC”) concerning its investigation into the drug Opana® ER and its generic equivalents. On March 30, 2016, the FTC filed a complaint against Impax, Endo Pharmaceuticals Inc. ("Endo"), and others in the United States District Court for the Eastern District of Pennsylvania, alleging that Impax and Endo violated antitrust laws when they entered into a June 2010 co-promotion and development agreement and a June 2010 settlement agreement that resolved patent litigation in connection with the submission of Impax’s ANDA for generic original Opana® ER. In July 2016, the defendants filed a motion to dismiss the complaint, and a motion to sever the claims regarding Opana® ER from claims with respect to a separate settlement agreement that was challenged by the FTC. On October 20, 2016, the Court granted the motion to sever, formally terminating the suit against Impax, with an order that the FTC re-file no later than November 3, 2016 and dismissed the motion to dismiss as moot. On October 25, 2016, the FTC filed a notice of voluntary dismissal. On January 19, 2017, the FTC filed a Part 3 Administrative complaint against Impax with similar allegations regarding Impax’s June 2010 settlement agreement with Endo that resolved patent litigation in connection with the submission of Impax’s ANDA for generic original Opana® ER. Impax filed its answer to the Administrative Complaint on February 7, 2017. Trial concluded on November 15, 2017. On May 11, 2018, the Administrative Law Judge ruled in favor of Impax and dismissed the case in its entirety. The government appealed this ruling to the FTC. On March 28, 2019, the FTC issued an Opinion & Order reversing the Administrative Law Judge’s initial dismissal decision. The FTC found that Impax had violated Section 5 of the FTC Act by engaging in an unfair method of competition, and accordingly entered an order enjoining Impax from entering into anticompetitive reverse patent settlements (or agreements with other generic original Opana® ER manufacturers) and requiring Impax to maintain an antitrust compliance program. On June 6, 2019, Impax filed a Petition for Review of the FTC’s Opinion & Order with the United States Court of Appeals for the Fifth Circuit.  Impax filed its opening appellate brief with the Fifth Circuit on October 3, 2019; the FTC filed its brief in response on December 9, 2019 and Impax filed a reply brief on December 30, 2019.  Oral argument before the Fifth Circuit, which had been postponed due to the COVID-19 pandemic, was heard on June 9, 2020.
On July 12, 2019, the Company received a CID from the FTC concerning an August 2017 settlement agreement between Impax and Endo, which resolved a dispute between the parties regarding, and amended, the above-referenced June 2010 settlement agreement related to Opana® ER. The Company has been cooperating and intends to continue cooperating with the FTC regarding the CID. However, no assurance can be given as to the timing or outcome of the FTC’s underlying investigation.
Opana ER® Antitrust Litigation
From June 2014 to April 2015, 14 complaints styled as class actions on behalf of direct purchasers and indirect purchasers (also known as end-payors) and several separate individual complaints on behalf of certain direct purchasers (the “opt-out plaintiffs”) were filed against the manufacturer of the brand drug Opana ER® and Impax.
The direct purchaser plaintiffs comprise Value Drug Company and Meijer Inc. The end-payor plaintiffs comprise the Fraternal Order of Police, Miami Lodge 20, Insurance Trust Fund; Wisconsin Masons’ Health Care Fund; Massachusetts Bricklayers; Pennsylvania Employees Benefit Trust Fund; International Union of Operating Engineers, Local 138 Welfare Fund; Louisiana Health Service & Indemnity Company d/b/a Blue Cross and Blue Shield of Louisiana; Kim Mahaffay; and Plumbers & Pipefitters Local 178 Health & Welfare Trust Fund. The opt-out plaintiffs comprise Walgreen Co.; The Kroger Co.; Safeway, Inc.; HEB Grocery Company L.P.; Albertson’s LLC; Rite Aid Corporation; Rite Aid Hdqtrs. Corp.; and CVS Pharmacy, Inc.
On December 12, 2014, the United States Judicial Panel on Multidistrict Litigation (the "JPML") ordered the pending class actions transferred to the United States District Court for the Northern District of Illinois (“N.D. Ill.”) for coordinated pretrial proceedings, as In Re: Opana ER Antitrust Litigation (MDL No. 2580). (Actions subsequently filed in other jurisdictions also were transferred by the JPML to the N.D. Ill. to be coordinated or consolidated with the coordinated proceedings, and the District Court likewise has consolidated the opt-out plaintiffs’ actions with the direct purchaser class actions for pretrial purposes.)
In each case, the complaints allege that Endo engaged in an anticompetitive scheme by, among other things, entering into an anticompetitive settlement agreement with Impax to delay generic competition of Opana ER® and in violation of state and federal antitrust laws. Plaintiffs seek, among other things, unspecified monetary damages and equitable relief, including disgorgement and restitution. Discovery, including expert discovery, is ongoing. On March 25, 2019, plaintiffs filed motions for class certification and served opening expert reports. Defendants’ oppositions to class certification and rebuttal expert reports were filed and served on August 29, 2019. On November 5, 2019, plaintiffs filed reply briefs in further support of their motions for class certification.  On January 17, 2020, defendants filed a motion for leave to file joint surreply briefs in response thereto; plaintiffs filed responses on January 24, 2020.  On February 5, 2020, the court granted defendants’ motion for leave, and entered a case schedule to which the parties jointly stipulated, setting a trial date of March 15, 2021, which the MDL court later
re-set for June 7, 2021 in light of COVID-19 pandemic-related delays. On April 15, 2020, defendants filed motions for summary judgment.
The Company believes it has substantial meritorious defenses to the claims asserted with respect to the litigation. However, any adverse outcome could negatively affect the Company and could have a material adverse effect on the Company's results of operations, cash flows and/or overall financial condition.
Attorney General of the State of Connecticut Interrogatories and Subpoena Duces Tecum
On July 14, 2014, Impax received a subpoena and interrogatories (the "Subpoena") from the State of Connecticut Attorney General ("Connecticut AG") concerning its investigation into sales of Impax's generic product, digoxin. According to the Connecticut AG, the investigation is to determine whether anyone engaged in a contract, combination or conspiracy in restraint of trade or commerce which has the effect of (i) fixing, controlling or maintaining prices or (ii) allocating or dividing customers or territories relating to the sale of digoxin in violation of Connecticut state antitrust law. The Company has produced documents and information in response to the Subpoena. However, no assurance can be given as to the timing or outcome of this investigation.
United States Department of Justice Investigations
On November 6, 2014, Impax disclosed that one of its sales representatives received a grand jury subpoena from the Antitrust Division of the United States Department of Justice (the "DOJ"). In connection with this same investigation, on March 13, 2015, Impax received a grand jury subpoena from the DOJ requesting the production of information and documents regarding the sales, marketing, and pricing of certain generic prescription medications. In particular, the DOJ’s investigation currently focuses on four generic medications: digoxin tablets, terbutaline sulfate tablets, prilocaine/lidocaine cream, and calcipotriene topical solution. The Company has produced documents and information in connection with the investigation. However, no assurance can be given as to the timing or outcome of the investigation.
On April 30, 2018, Impax received a CID from the Civil Division of the DOJ (the "Civil Division"). The CID requests the production of information and documents regarding the pricing and sale of Impax’s pharmaceuticals and Impax’s interactions with other generic pharmaceutical manufacturers. According to the CID, the investigation concerns allegations that generic pharmaceutical manufacturers, including Impax, engaged in market allocation and price-fixing agreements, paid illegal remuneration, and caused false claims to be submitted to the Federal government. The Company has produced documents and information in connection with the Civil Division’s investigation. However, no assurance can be given as to the timing or outcome of the investigation.
Texas State Attorney General Civil Investigative Demand
On May 27, 2014, a CID was served on Amneal by the Office of the Attorney General for the state of Texas (the "Texas AG") relating to products distributed by Amneal under a specific Amneal labeler code. Shortly thereafter, Amneal received a second CID with respect to the same products sold by Interpharm Holding, Inc. ("Interpharm"), the assets of which had been acquired by Amneal in June 2008. Amneal completed its production of the direct and indirect sales transaction data in connection with the products at issue and provided this information to the Texas AG in November 2015. In May 2016, the Texas AG delivered two settlement demands to Amneal in connection with alleged overpayments made by the State of Texas for such products under its Medicaid programs. For the Amneal and Interpharm products at issue, the Texas AG’s initial demand was for an aggregate total of $36 million based on $16 million in alleged overpayments.  After analyzing the Texas AG’s demand, Amneal raised certain questions regarding the methodology used in the Texas AG’s overpayment calculations, including the fact that the calculations treated all pharmacy claims after 2012 for the products at issue as claims for over-the-counter ("OTC") drugs, even though the products were prescription pharmaceuticals. This had the effect of increasing the alleged overpayment because the dispensing fee for OTC drugs was lower than that for prescription drugs. Therefore, the Texas AG’s calculations were derived by subtracting a lower (and incorrect) OTC dispensing fee from the higher (and correct) prescription dispensing fee. The Texas AG later acknowledged this discrepancy. In March 2019, the Texas AG provided Amneal with a re-calculation of the alleged overpayment.  In October 2019, Amneal reached an agreement in principle with the Texas AG to settle the matter.  The parties executed a Settlement Agreement and Release as of March 5, 2020, and the matter is now closed.    
In Re Generic Pharmaceuticals Pricing Antitrust Litigation
Beginning in March 2016, numerous complaints styled as antitrust class actions on behalf of direct purchasers and indirect purchasers (or end-payors) and several separate individual complaints on behalf of certain direct and indirect purchasers (the
“opt-out plaintiffs”) have been filed against manufacturers of generic digoxin, lidocaine/prilocaine, glyburide-metformin, and metronidazole, including Impax.
The end-payor plaintiffs comprised Plaintiff International Union of Operating Engineers Local 30Benefits Fund; Tulsa Firefighters Health and Welfare Trust; NECA-IBEW Welfare Trust Fund; Pipe Trade Services MN; Edward Carpinelli; Fraternal Order of Police, Miami Lodge 20, Insurance Trust Fund; Nina Diamond; UFCW Local 1500 Welfare Fund; Minnesota Laborers Health and Welfare Fund; The City of Providence, Rhode Island; Philadelphia Federation of Teachers Health and Welfare Fund; United Food & Commercial Workers and Employers Arizona Health and Welfare Trust; Ottis McCrary; Plumbers & Pipefitters Local 33 Health and Welfare Fund; Plumbers & Pipefitters Local 178 Health and Welfare Trust Fund; Unite Here Health; Valerie Velardi; and Louisiana Health Service Indemnity Company. The direct purchaser plaintiffs comprised KPH Healthcare Services, Inc. a/k/a Kinney Drugs, Inc.; Rochester Drug Co-Operative, Inc.; César Castillo, Inc.; Ahold USA, Inc.; and FWK Holdings, L.L.C. The opt-out plaintiffs comprised The Kroger Co.; Albertsons Companies, LLC; H.E. Butt Grocery Company L.P.; Humana Inc.; and United Healthcare Services, Inc.
On April 6, 2017, the JPML ordered the consolidation of all civil actions involving allegations of antitrust conspiracies in the generic pharmaceutical industry regarding 18 generic drugs in the United States District Court for the Eastern District of Pennsylvania (“E.D. Pa.”), as In Re: Generic Pharmaceuticals Pricing Antitrust Litigation (MDL No. 2724). Consolidated class action complaints were filed on August 15, 2017 for each of the 18 drugs; Impax is named as a defendant in the 2 complaints respecting digoxin and lidocaine-prilocaine. Impax also is a defendant in the class action complaint filed with the MDL court on June 22, 2018 by certain direct purchasers of glyburide-metformin and metronidazole.
Each of the various complaints alleges a conspiracy to fix, maintain, stabilize, and/or raise prices, rig bids, and allocate markets or customers for the particular drug products at issue. Plaintiffs seek, among other things, unspecified monetary damages and equitable relief, including disgorgement and restitution. On October 16, 2018, the Court denied Impax and its co-defendants’ motion to dismiss the digoxin complaint. On February 15, 2019, the Court granted in part and denied in part defendants’ motions to dismiss various state antitrust, consumer protection, and unjust enrichment claims brought by two classes of indirect purchasers in the digoxin action. The Court dismissed seven state law claims in the end-payor plaintiffs’ complaint and six state law claims in the indirect reseller plaintiffs’ complaint. Motions to dismiss the glyburide-metformin and metronidazole complaint, as well as 2 of the complaints filed by certain opt-out plaintiffs, were filed February 21, 2019. On March 11, 2019, the Court issued an order approving a stipulation withdrawing the direct purchaser plaintiffs’ glyburide-metformin claims against Impax.
On May 10, 2019, the Company was named in a civil lawsuit filed by the Attorneys General of 43 States and the Commonwealth of Puerto Rico in the United States District Court for the District of Connecticut against numerous generic pharmaceutical manufacturers, as well as certain of their current or former sales and marketing executives, regarding an alleged conspiracy to fix prices and allocate or divide customers or markets for various products, including, with respect to the Company, bethanechol chloride tablets, norethindrone acetate tablets, and ranitidine HCL tablets, in violation of federal and state antitrust and consumer protection laws. Plaintiff States seek, among other things, unspecified monetary damages (including treble damages and civil penalties), as well as equitable relief, including disgorgement and restitution. On June 4, 2019, the JPML transferred the lawsuit to the E.D. Pa. for coordination and consolidation with MDL No. 2724.  On November 1, 2019, the State Attorneys General filed an Amended Complaint in their lawsuit, bringing claims on behalf of 9 additional states and territories against several defendants; the relief sought and allegations concerning the Company (including the products allegedly at issue) are unchanged from the original complaint.
On July 31, 2019, the Company and Impax were served with a Praecipe to Issue Writ of Summons and Writ of Summons filed in the Philadelphia County Court of Common Pleas by 87 health insurance companies and managed health care providers (America’s 1st Choice of South Carolina, Inc., et al. v. Actavis Elizabeth, LLC, et al., No. 190702094), naming as defendants in the putative action the same generic pharmaceutical manufacturers and individuals named in the above-referenced State Attorneys General lawsuit. However, to date, no complaint has been filed or served in this action.  On December 12, 2019, the court entered an Order placing the case in deferred status pending further developments in MDL No. 2724.
On October 11, 2019, opt-out plaintiff United Healthcare Services, Inc. filed a second complaint, in the United States District Court for the District of Minnesota (United Healthcare Services, Inc. v. Teva Pharmaceuticals USA, Inc., et al., No. 0:19-cv-2696), following on and supplementing its original action, asserting antitrust claims against the Company and other generic pharmaceutical manufacturers arising from the facts alleged in the above-referenced State Attorneys General lawsuit. Plaintiff seeks, among other things, unspecified monetary damages and equitable relief, including disgorgement and restitution. On October 25, 2019, the lawsuit was transferred by the JPML to the E.D. Pa. for coordination and consolidation with MDL No. 2724.
On October 18, 2019, opt-out plaintiff Humana, Inc. also filed a second complaint, likewise following on supplementing its original action to assert antitrust claims against the Company and other generic pharmaceuticals manufacturers arising from the facts alleged in the above-referenced State Attorneys General lawsuit, and similarly seeking, among other things, unspecified monetary damages and equitable relief, including disgorgement and restitution.  The lawsuit was filed in the E.D. Pa. (Humana Inc. v. Actavis Elizabeth, LLC, et al., No. 2:19-cv-4862), and likely will be incorporated into MDL No. 2724 for coordinated pretrial proceedings.
On November 14, 2019, the Company was named in a complaint filed in the Supreme Court of the State of New York, Nassau County, on behalf of 14 counties in the state of New York, who allege to be both direct and end-payor purchasers of generic pharmaceutical drugs (County of Nassau, et al., v. Actavis Holdco U.S., Inc., et al., No. 616029/2019). The complaint asserts antitrust claims against the Company and other generic pharmaceutical manufacturers arising from the facts alleged in the above-referenced State Attorneys General lawsuit. Plaintiff Counties seek, among other things, unspecified monetary damages and equitable relief, including disgorgement and restitution. On December 17, 2019, defendants removed the case to the United States District Court for the Eastern District of New York (No. 2:19-cv-7071) and, on January 3, 2020, the case was transferred by the JPML to the E.D. Pa. for coordination and consolidation with MDL No. 2724.
On December 11, 2019, the Company and Impax were named in a complaint filed in E.D. Pa. by Health Care Service Corp., a customer-owned health insurer opting out of the end-payor plaintiff class (Health Care Service Corp. v. Actavis Elizabeth, LLC, et al., No. 2:19-cv-5819-CMR). Plaintiff alleges a conspiracy among generic pharmaceutical manufacturers to fix prices and allocate or divide customers or markets for various products (including, with respect to the Company, bethanechol chloride tablets, norethindrone acetate tablets, and ranitidine HCL tablets; and with respect to Impax, digoxin, lidocaine-prilocaine, and metronidazole) in violation of federal and state antitrust and consumer protection laws. Plaintiff seeks, among other things, unspecified monetary damages and equitable relief, including disgorgement and restitution. The lawsuit likely will be incorporated into MDL No. 2724 for coordinated pretrial proceedings.
On December 16, 2019, a complaint was filed in the United States District Court for the District of Connecticut against Impax and against numerous generic pharmaceutical manufacturers on behalf of assignees of claims from third-party health benefit plans, opting out of the end-payor plaintiff class (MSP Recovery Claims, Series LLC, et al. v. Actavis Elizabeth, LLC, et al., No. 3:19-cv-1972-SRU), and alleging a conspiracy to fix prices and allocate or divide customers or markets for various products (including, with respect to Impax, digoxin and lidocaine-prilocaine) in violation of federal and state antitrust and consumer protection laws. Plaintiffs seek, among other things, unspecified monetary damages and equitable relief, including disgorgement and restitution. On January 10, 2020, the case was transferred by the JPML to the E.D. Pa. for coordination and consolidation with MDL No. 2724.
On December 19, 2019, the end-payor plaintiffs filed a new complaint, following on and supplementing their putative class action lawsuit pending in MDL No. 2724. Plaintiffs’ new complaint, which names as defendants the Company, Amneal, Impax, and numerous generic pharmaceutical manufacturers, alleges a conspiracy to fix prices and allocate or divide customers or markets for various products (including, with respect to the Company/Amneal, bethanechol chloride tablets, norethindrone acetate tablets, ranitidine HCL tablets, naproxen sodium tablets, oxycodone/acetaminophen tablets, phenytoin sodium capsules, and warfarin sodium tablets; and with respect to Impax, metronidazole, amphetamine salts tablets, dextroamphetamine sulfate ER capsules, cyproheptadine HCL tablets, methylphenidate tablets, and pilocarpine HCL tablets) in violation of federal and state antitrust and consumer protection laws. Plaintiffs continue to seek, among other things, unspecified monetary damages and equitable relief, including disgorgement and restitution.
On December 20, 2019, the indirect-reseller plaintiffs filed a new complaint naming the Company, following on and supplementing their putative class action lawsuit pending in MDL No. 2724. The new complaint is brought on behalf of both independent pharmacies and hospitals, and asserts antitrust claims against the Company and other generic pharmaceutical manufacturers (as well as distributors of generic pharmaceuticals, including AmerisourceBergen Corp., Cardinal Health Inc., and McKesson Corporation) arising from the facts alleged in the above-referenced State Attorneys General lawsuit. Plaintiffs continue to seek, among other things, unspecified monetary damages and equitable relief, including disgorgement and restitution.
On December 27, 2019, the Company and Impax were named in a complaint filed in the United States District Court for the Northern District of California by Molina Healthcare, Inc., a publicly traded healthcare management organization opting out of the end-payor plaintiff class (Molina Healthcare, Inc. v. Actavis Elizabeth, LLC, et al., No. 3:19-cv-8438). Plaintiff alleges a conspiracy among generic pharmaceutical manufacturers to fix prices and allocate or divide customers or markets for various products (including, with respect to the Company, bethanechol chloride tablets, norethindrone acetate tablets, and ranitidine HCL tablets; and with respect to Impax, digoxin, lidocaine-prilocaine, and metronidazole) in violation of federal and state antitrust and consumer protection laws. Plaintiff seeks, among other things, unspecified monetary damages and equitable relief,
including disgorgement and restitution. On February 5, 2020, the case was transferred by the JPML, to the E.D. Pa. for coordination and consolidation with MDL No. 2724.
On February 7, 2020, the direct purchaser plaintiffs filed a new complaint, following on and supplementing their putative class action lawsuit pending in MDL No. 2724. Plaintiffs’ new complaint, which names as defendants the Company, Amneal, Impax, and numerous generic pharmaceutical manufacturers, alleges a conspiracy to fix prices and allocate or divide customers or markets for various products (including, with respect to the Company/Amneal, bethanechol chloride tablets, ranitidine HCL tablets, naproxen sodium tablets, oxycodone/acetaminophen tablets, hydrocodone/acetaminophen tablets, phenytoin sodium capsules, and warfarin sodium tablets; and with respect to Impax, amphetamine salts tablets, dextroamphetamine sulfate ER capsules, methylphenidate tablets, and pilocarpine HCL tablets) in violation of federal and state antitrust and consumer protection laws. Plaintiffs continue to seek, among other things, unspecified monetary damages and equitable relief, including disgorgement and restitution.
On March 2, 2020, the Company, Amneal, and Amneal Pharmaceuticals of NY, LLC, were named in a complaint filed in the United States District Court for the Southern District of Texas by Harris County, Texas, which is the primary county for the Houston Metropolitan Area (Harris County, Texas v. Teva Pharmaceuticals USA, Inc., et al., No. 4:20-cv-733). Plaintiff alleges a conspiracy among generic pharmaceutical manufacturers to fix prices and allocate or divide customers or markets for various products in violation of federal and state antitrust and consumer protection laws; specifically, plaintiff alleges that it has paid approximately $3.86 million since 2013 for products attributable to Amneal entities. On March 30, 2020, the JPML issued a conditional transfer order tagging the case for transfer to the E.D. Pa. for coordination and consolidation with MDL No. 2724.
On June 9, 2020, the Company and Impax were named in a complaint filed in E.D. Pa. by Cigna Corp., the parent company of businesses that operate pharmacies (including Express Scripts Holding Company), as well as of health insurance plans and prescription drug plans (Cigna Corp. v. Actavis Holdco US, Inc., et al., No. 2:20-cv-02711). Plaintiff alleges a conspiracy among generic pharmaceutical manufacturers to fix prices and allocate or divide customers or markets for various products (including, with respect to the Company, bethanechol chloride tablets, norethindrone acetate tablets, ranitidine HCL tablets, and warfarin sodium tablets; and with respect to Impax, digoxin, lidocaine-prilocaine, and metronidazole) in violation of federal and state antitrust and consumer protection laws. Plaintiff seeks, among other things, unspecified monetary damages and equitable relief, including disgorgement and restitution. The lawsuit likely will be incorporated into MDL No. 2724 for coordinated pretrial proceedings.
On June 10, 2020, the State Attorneys General filed in the United States District Court for the District of Connecticut a new complaint following on and supplementing their lawsuit pending in MDL No. 2724 against numerous generic pharmaceutical manufacturers, as well as certain of their current or former sales and marketing executives, regarding an alleged conspiracy to fix prices and allocate or divide customers or markets for various drug products (chiefly topical drugs), including, with respect to the Company, phenytoin sodium ER capsules, in violation of federal and state antitrust and consumer protection laws. Plaintiff States seek, among other things, unspecified monetary damages (including treble damages and civil penalties), as well as equitable relief, including disgorgement and restitution. On July 20, 2020, the JPML transferred the lawsuit to the E.D. Pa. for coordination and consolidation with MDL No. 2724.
Fact and document discovery in MDL No. 2724 are proceeding. On December 26, 2019, the MDL court entered a case management order extending by stipulation certain pretrial discovery deadlines, including leaving open-ended the date by which, after consultation with MDL court's appointed Special Master, the parties are to agree upon bellwether claims or cases for, inter alia, class certification and/or trials. On February 20, 2020, the Special Master issued a Report & Recommendation and Proposed Order providing for the establishment of two parallel bellwether trial tracks; Track One would involve a jury trial of the overarching conspiracy claims presented in the State Attorneys General’s May 10, 2019 complaint (in which the Company and Amneal are defendants), and Track Two would consist of trials on three different individual drug conspiracy complaints (none of which involve the Company or any Amneal entities). On July 13, 2020, the MDL court entered orders adopting the Special Master’s Report & Recommendation, and requiring the parties within 30 days either to agree upon a schedule or submit competing schedules for the discovery, motions, and other proceedings to bring the two Tracks to trial.
On June 3, 2020, the Company and Impax were named in a proposed class action complaint filed in the Federal Court of Canada in Toronto, Ontario against numerous generic pharmaceutical manufacturers on behalf of a putative class of individuals who have purchased generic drugs in the private sector from 2012 to present (Kathryn Eaton v. Teva Canada Limited, et al., No. T-607-20). Plaintiff alleges a conspiracy in Canada among generic pharmaceutical manufacturers to fix prices and allocate or divide customers or markets for various products (including, with respect to the Company, bethanechol chloride tablets, norethindrone acetate tablets, ranitidine HCL tablets, and warfarin sodium tablets; and with respect to Impax, digoxin and lidocaine-prilocaine) in violation of Canada’s Competition Act. Plaintiff seeks, among other things, $2.75 billion in monetary damages or compensation, pre- and post-judgment interest, and costs.
The Company believes it has substantial meritorious defenses to the claims asserted with respect to the litigation. However, any adverse outcome could negatively affect the Company and could have a material adverse effect on the Company's results of operations, cash flows and/or overall financial condition.
Xyrem® (sodium oxybate) Antitrust Litigation
Amneal has been named as a defendant, along with Jazz Pharmaceuticals, Inc. (“Jazz”) and numerous other manufacturers of generic versions of Jazz’s Xyrem® (sodium oxybate) product, in several putative class action lawsuits filed in the United States District Court for the Northern District of California on behalf of a regional health plan primarily providing prescription drug coverage for New York residents (New York State Teamsters Council Health and Hospital Fund v. Jazz Pharmaceuticals, Inc., et al., No. 5:20-cv-04056 (filed June 18, 2020)), and two national health plans providing coverage for federal employees and retirees (Government Employees Health Association, Inc. v. Jazz Pharmaceuticals, Inc., et al., No. 3:20-cv-04671 (filed July 13, 2020) and Blue Cross and Blue Shield Association v. Jazz Pharmaceuticals, Inc., et al., No. 4:20-cv-04667 (filed July 13, 2020)), alleging that the generic manufacturers (including Amneal) entered into anticompetitive agreements with Jazz in connection with settling patent litigation related to Xyrem® (sodium oxybate), in violation of state and federal antitrust and competition laws. In addition to class certification, plaintiffs seek, among other things, unspecified monetary damages (including treble damages and civil penalties), as well as equitable relief, including disgorgement and restitution.
The Company believes it has substantial meritorious defenses to the claims asserted with respect to the litigation. However, any adverse outcome could negatively affect the Company and could have a material adverse effect on the Company's results of operations, cash flows and/or overall financial condition.
Prescription Opioid Litigation
The Company and certain of its affiliates have been named as defendants in various matters relating to the promotion and sale of prescription opioid pain relievers. The Company is aware that other individuals and states and political subdivisions are filing comparable actions against, among others, manufacturers and parties that have promoted and sold prescription opioid pain relievers, and additional suits may be filed.
The complaints, asserting claims under provisions of different state and Federal law, generally contend that the defendants allegedly engaged in improper marketing of opioids, and seek a variety of remedies, including restitution, civil penalties, disgorgement of profits, treble damages, attorneys’ fees and injunctive relief. None of the complaints specifies the exact amount of damages at issue. The Company and its affiliates that are defendants in the various lawsuits deny all allegations asserted in these complaints and have filed or intend to file motions to dismiss where possible. The Company intends to continue to vigorously defend these cases. In light of the inherent uncertainties of civil litigation, the Company is not in a position to predict the likelihood of an unfavorable outcome or provide an estimate of the amount or range of potential loss in the event of an unfavorable outcome in any of these matters.
On August 17, 2017, plaintiff Linda Hughes, as the mother of Nathan Hughes, decedent, filed a complaint in Missouri state court naming Amneal Pharmaceuticals of New York LLC, Impax, five other pharmaceutical company defendants, and three healthcare provider defendants. Plaintiff alleges that use of defendants’ opioid medications caused the death of her son, Nathan Hughes. The complaint alleges causes of action against Amneal and Impax for strict product liability, negligent product liability, violation of Missouri Merchandising Practices Act and fraudulent misrepresentation. The case was removed to federal court on September 18, 2017. It was transferred to the United States District Court for the Northern District of Ohio on February 2, 2018 and is part of the multidistrict litigation pending as In Re National Prescription Opiate Litigation, MDL No. 2804 (the “MDL”). Plaintiff has filed a motion to remand the case to Missouri state court. That motion remains pending before the MDL court. All activity in the case is stayed by order of the MDL court.
On March 15, 2018, plaintiff Scott Ellington, purporting to represent the State of Arkansas, more than sixty counties and a dozen cities, filed a complaint in Arkansas state court naming Gemini Laboratories, LLC and fifty-one other pharmaceutical companies as defendants. Plaintiffs allege that Gemini and the other pharmaceutical company defendants improperly marketed, sold, and distributed opioid medications and failed to adequately warn about the risks of those medications. Plaintiffs allege causes of actions against Gemini and the other pharmaceutical company defendants for negligence and nuisance and alleged violations of multiple Arkansas statutes. Plaintiffs request past damages and restitution for monies allegedly spent by the State of Arkansas and the county and city plaintiffs for “extraordinary and additional services” for responding to what plaintiffs term the “Arkansas Opioid Epidemic.” Plaintiffs also seek prospective damages to allow them to “comprehensively intervene in the Arkansas Opioid Epidemic,” punitive and treble damages as provided by law, and their costs and fees. The complaint does not include any specific damage amounts. Gemini filed a general denial and, on June 28, 2018, it joined the other pharmaceutical
company defendants in moving to dismiss plaintiffs’ complaint. On January 29, 2019, the Court granted without prejudice Gemini’s motion to dismiss and dismissed Gemini from the litigation on March 22, 2019.
On March 27, 2018, plaintiff American Resources Insurance Company, Inc. filed a complaint in the United States District Court for the Southern District of Alabama against Amneal, Amneal Pharmaceuticals of New York, LLC, Impax, and thirty-five other pharmaceutical company defendants. Plaintiff seeks certification of a class of insurers that since January 1, 2010, allegedly have been wrongfully required to: (i) reimburse for prescription opioids that allegedly were promoted, sold, and distributed illegally and improperly by the pharmaceutical company defendants; and (ii) incur costs for treatment of overdoses of opioid medications, misuse of those medications, or addiction to them. The complaint seeks compensatory and punitive damages, but plaintiff’s complaint does not include any allegation of specific damage amounts. On or about May 2, 2018, the case was transferred to the MDL. All activity in the case is stayed by order of the MDL court.
On May 30, 2018, plaintiff William J. Comstock filed a complaint in Washington state court against Amneal Pharmaceuticals of New York, LLC, and four other pharmaceutical company defendants. Plaintiff alleges he became addicted to opioid medications manufactured and sold by the pharmaceutical company defendants, which plaintiff contends caused him to experience opioid-induced psychosis, prolonged hospitalizations, pain, and suffering. Plaintiff asserts causes of action against Amneal and the other pharmaceutical company defendants for negligence, fraudulent misrepresentation, and violations of the Washington Consumer Protection Act. On July 12, 2018, Amneal and other defendants removed the case to the United States District Court for the Eastern District of Washington. On August 17, 2018, the case was transferred to the MDL. All activity in the case is stayed by order of the MDL court.
On June 18, 2018, a Subpoena and CID issued by the Office of the Attorney General of Kentucky, Office of Consumer Protection was served on Amneal. The CID contains eleven requests for production of documents pertaining to opioid medications manufactured and/or sold by Amneal, or for which Amneal holds an Abbreviated New Drug Application. The Company is evaluating the CID and has been in communication with the Office of the Attorney General about the scope of the CID, the response to the CID, and the timing of the response. It is unknown if the Office of the Attorney General will pursue any claim or file a lawsuit against Amneal.
On July 9, 2018, the Muscogee (Creek) Nation filed a First Amended Complaint in its case pending in the MDL against the Company and 55 other defendants consisting of pharmaceutical companies, wholesalers, distributors, and pharmacies. Plaintiff alleges it has been damaged by the Company and the other pharmaceutical company defendants as a result of alleged improper marketing, including off-label marketing, failure to adequately warn of the risks of opioid medications, and failure to properly monitor and control diversion of opioid medications within the Nation. The case has been designated as a bellwether motion to dismiss case for the MDL, meaning it is a test case for arguments directed at the complaints filed by Indian tribes in the MDL cases. On August 31, 2018, the Company moved to dismiss the First Amended Complaint, and also joined in separate motions to dismiss filed by different defense subgroups. Plaintiff opposed these motions. Additionally, on September 28, 2018, plaintiff filed a motion to add Amneal and Amneal Pharmaceuticals of New York, LLC, and to dismiss the Company from the complaint. The Company opposed that motion, and plaintiff filed a reply on October 19, 2018. On April 1, 2019, the MDL court's designated magistrate judge issued a Report and Recommendation as to the Company’s motion to dismiss, recommending dismissal of plaintiff’s Lanham Act claims and state-law claims based on an alleged duty to correct alleged misrepresentations of brand-name manufacturers, but recommending denial of relief as to all other claims. On April 12, 2019, the magistrate judge overruled the Company’s objection to adding Amneal and Amneal Pharmaceuticals of New York, LLC, but dismissed the Company. Amneal and Amneal Pharmaceuticals of New York, LLC, filed an objection to the magistrate’s Report and Recommendation as to the Company’s motion to dismiss on April 29, 2019. On June 13, 2019, the MDL court denied the objections and subsequently ordered the defendants to file Answers to the First Amended Complaint. On August 16, 2019, Amneal and Amneal Pharmaceuticals of New York, LLC filed their respective answers.  Further activity in the case is stayed by order of the MDL court.
On July 18, 2018, the County of Webb, Texas requested waivers of service from Amneal and Amneal Pharmaceuticals of New York, LLC, in its case pending in the MDL. Plaintiff’s Amended Complaint, filed against Amneal and forty-one other defendants consisting of pharmaceutical companies, wholesalers, distributors, and pharmacy benefit managers, alleges damages as a result of Amneal’s and the pharmaceutical company defendants’ improper marketing, failure to adequately warn of the risks of opioid medications, and failure to properly monitor and control diversion of opioid medications in or affecting Webb County. Amneal and Amneal Pharmaceuticals of New York, LLC have returned the requested waivers. All activity in the case is stayed by order of the MDL court.
On August 24, 2018, the Tucson Medical Center filed a complaint against the Company and 18 other defendants consisting of pharmaceutical companies, distributors, and unidentified John Doe defendants, in the Superior Court of the State of Arizona, Pima County. Plaintiff alleges damages as a result of Amneal’s and the pharmaceutical company defendants’ improper
marketing, failure to adequately warn of the risks of opioid medications, and failure to properly monitor and control diversion of opioid medications. Plaintiff seeks economic damages related to its purchase of opioid medications and for the costs of unreimbursed healthcare it has provided as a result of the opioid epidemic over and above ordinary healthcare services. In addition, plaintiff seeks compensatory damages, treble damages, punitive damages, awards of attorney’s fees, and abatement of the alleged public nuisance, as provided by law. On September 24, 2018, the distributor defendants removed the case to the United States District Court for the District of Arizona. Plaintiff filed a motion to remand on September 25, 2018, which the distributor defendants opposed. The Company filed a motion to dismiss on October 1, 2018. On October 8, 2018, following the Court’s denial of its remand motion, plaintiff voluntarily dismissed its Complaint without prejudice. Plaintiff re-filed its Complaint on October 9, 2018, in the Superior Court of the State of Arizona, Pima County, along with a motion to designate the case as “complex.” The distributor defendants filed a notice of removal on October 29, 2018. Plaintiff filed an Emergency Motion to Remand on October 30, 2018. On December 19, 2018, the Court granted plaintiff’s motion and remanded the case to the Superior Court of Pima County, Arizona. On February 13, 2019, the Company again filed a motion to dismiss the complaint. The defendants (including the Company) also moved for a discovery stay pending resolution of their motions to dismiss. The Court entered an order on April 8, 2019 staying discovery until the earlier of June 25, 2019 or when the Court rules on the defendants’ separate motions to dismiss. On June 12, 13, and 14, 2019, the Court held hearings on all pending motions to dismiss. Immediately prior to the hearing on Amneal’s Motion to Dismiss, plaintiff agreed to a voluntary dismissal without prejudice of Amneal, which the parties then entered on the record. The co-defendants removed the case to federal court, but the federal court re-remanded the case to state court.  Plaintiff initially amended its complaint in state court and attempted to name Amneal as a defendant; however, plaintiff did not serve that complaint on Amneal. On February 7, 2020, plaintiff filed a second amended complaint that did not name Amneal as a defendant.  Accordingly, Amneal is not presently a defendant in this lawsuit.
On October 4, 2018, the City of Martinsville, Virginia, filed a complaint in Virginia state court, naming the Company, Amneal, Amneal Pharmaceuticals of New York, LLC, Impax, and 45 other pharmaceutical companies and other entities as defendants. Plaintiff alleges that the defendants are liable for the economic and non-economic injuries allegedly suffered by resident doctors, health care payors, and opioid-addicted individuals, as well as for the costs incurred in addressing the opioid epidemic. Plaintiff requests an unspecified amount of damages against the defendants. The case was removed to federal court on December 13, 2018 and was conditionally transferred to the MDL on December 27, 2018. Plaintiff opposed the transfer to the MDL and moved to remand the case to Virginia state court. On February 14, 2019, the United States District Court for the Western District of Virginia, Roanoke Division, remanded the case to the Martinsville Circuit Court in Martinsville, Virginia. Nine other Virginia municipalities have filed identical complaints naming the same defendants, but none have been served on the Company or its affiliates. The unserved Virginia cases were removed to federal court and subsequently transferred to the MDL.  On April 24, 2019, the Martinsville Circuit Court stayed this case until it is determined whether the other Virginia cases that were removed to federal court will be remanded, or until the parties or the court may determine whether consolidation of this case with others is possible in Virginia state court. The removed cases were transferred to the MDL, but this case remains stayed in state court.
In October and November 2018, the SouthEast Alaska Regional Health Consortium, the Kodiak Area Native Association, and the Norton Sound Health Corporation requested that the Company execute waivers of service in their cases pending in the MDL. Plaintiffs’ complaints name the Company and 37 other entities as defendants. Plaintiffs allege damages and seek injunctive relief, compensatory and statutory damages, “as well as the means to abate the epidemic” that they allege was “created by Defendants’ wrongful and/or unlawful conduct.” All activity in these cases is stayed by order of the MDL court.
On December 3, 2018, Appalachian Regional Healthcare, Inc., filed a complaint in Kentucky state court, naming Amneal and 32 other pharmaceutical companies and other entities as defendants. Plaintiff alleges that the defendants are liable for the economic and non-economic injuries allegedly suffered by Kentucky’s hospitals and others. Plaintiff requested an unspecified amount of damages against the defendants. The case has now been removed to federal court, and all activity in these cases is stayed by order of the MDL court.
On January 23, 2019, Indian Health Council, Inc., requested that the Company execute a waiver of service in its case pending in the MDL. Plaintiff’s complaint names the Company and 18 other pharmaceutical companies and other entities as defendants. Plaintiff, an intertribal health organization which provides healthcare services to its consortium’s member tribes, alleges that the defendants are liable for the economic injuries it allegedly suffered as a result of its role in responding to an alleged “epidemic of opioid abuse”. Plaintiff requests an unspecified amount of damages against the defendants. The case has been transferred to the MDL. All activity in the case is stayed by order of the MDL court.
On February 7, 2019, Kentucky River District Health Department requested that the Company execute a waiver of service in its case pending in the MDL. Plaintiff’s putative class action complaint names Amneal and 20 other pharmaceutical companies and other entities as defendants. Plaintiff alleges that the defendants are liable for the economic injuries it suffered, on behalf of
itself and similarly situated Kentucky health departments, as a result of their role in responding to an alleged “opioid epidemic.”  Plaintiff requests an unspecified amount of damages against the defendants. All activity in the case is stayed by order of the MDL court.
In February and March 2019, the Aleutian Pribilof Islands Association and Alaska Native Tribal Health Consortium requested that the Company execute waivers of service in their cases pending in the MDL. Plaintiffs’ complaints name the Company and 37 other entities as defendants. Plaintiffs allege damages and seek injunctive relief, compensatory and statutory damages, “as well as the means to abate the epidemic” that they allege was “created by Defendants’ wrongful and/or unlawful conduct.” All activity in these cases is stayed by order of the MDL court.
In March 2019, Glynn County, Georgia, requested waivers of service from the Company and Amneal in its case pending in the MDL. Plaintiff’s second amended short-form complaint, filed against Amneal and 39 other defendants consisting of pharmaceutical companies, wholesalers, retailers, and distributors, alleges damages as a result of defendants’ alleged improper marketing, fraud, including RICO violations, failure to adequately warn of the risks of opioid medications, failure to properly monitor and control diversion of opioid medications in or affecting Glynn County, negligence, public nuisance, and unjust enrichment. All activity in the case is stayed by order of the MDL court.
On March 14, 2019, the City of Concord, New Hampshire, filed a short-form amendment to its Second Amended Complaint in the MDL court adding the Company, Amneal, and Impax, to 31 other defendants, including pharmaceutical companies, corporate officers of certain brand manufacturer pharmaceutical companies, and distributors. As to the Company, Amneal, and Impax, plaintiff asserts claims for violation of the New Hampshire Consumer Protection Act, public nuisance, unjust enrichment, and violation of RICO. Plaintiff alleges that defendants are liable for economic injuries experienced by plaintiff, including unspecified restitution, civil penalties, disgorgement of unjust enrichment and attorneys’ fees, as well as for injunctive relief as to defendants’ further false or misleading statements as to opioids, and for exemplary damages. Amneal was served on April 25, 2019. All activity in the case is stayed by order of the MDL court.
On March 15, 2019, the International Union of Painters and Allied Trades, District Council No. 21 Welfare Fund, and, separately, the International Brotherhood of Electrical Workers Local 98 Health & Welfare Fund, and International Brotherhood of Electrical Workers Local 98 Sound and Communications Health and Welfare Fund, filed complaints in the Philadelphia County Common Pleas Court, naming Amneal, Impax, Amneal Pharmaceuticals of New York, LLC, and 29 other pharmaceutical companies as defendants. In each, plaintiffs allege that the defendants are liable for economic injuries allegedly suffered by the respective funds to the extent those funds paid for long term treatment of their benefit members with opioids, and for the costs incurred in addressing an alleged “opioid epidemic.” Plaintiffs request an unspecified amount of damages against the defendants. On April 17, 2019, Amneal and Amneal Pharmaceuticals of New York, LLC were served with both complaints. On January 7, 2020, Karen Davidson, individually and as administratrix of the estate of John C. Davidson, filed a complaint in the Philadelphia County Common Pleas Court, naming the Company and Amneal, among other parties, as defendants. All three cases have been transferred to Delaware County, Pennsylvania, where numerous other opioid cases currently are pending. The cases are now stayed by order of the Delaware County court.
In March 2019, the State of New Mexico filed a Second Amended Complaint in its case pending against numerous generic drug manufacturers and distributors in the First District Court of Santa Fe County, naming as defendants Amneal and Amneal Pharmaceuticals of New York, LLC. Plaintiff seeks unspecified damages, and injunctive relief, “to eliminate the hazard to public health and safety caused by the opioid epidemic, to abate the nuisance, and to recoup State monies that have been spent” on account of defendants’ alleged “false, deceptive and unfair marketing and/or unlawful diversion of prescription opioids.” On July 17, 2019, the Amneal entities moved to dismiss for lack of personal jurisdiction and failure to state a claim upon which relief can be granted. On October 15, 2019, the court entered an order dismissing the plaintiff’s negligence per se claims, but declining to dismiss the Amneal entities for lack of personal jurisdiction.  The Amneal entities timely filed answers and moved for reconsideration of their jurisdictional motion on January 21, 2020. On March 27, 2020, the court held oral argument and denied the motion for reconsideration from the bench. The court entered an order denying the motion for reconsideration, without explanation, on April 6, 2020.  The parties are now engaged in discovery.
In April 2019, several Virginia municipalities (the County Board of Arlington, Dinwiddie County, and Mecklenburg County) filed Complaints in their respective local circuit courts against the Company, Amneal, Amneal Pharmaceuticals of New York, LLC, and Impax along with numerous additional generic drug manufacturers, distributors, and pharmacies. In each Complaint, plaintiffs seek unspecified damages and equitable relief, alleging that defendants were negligent and/or grossly negligent in flooding the relevant municipalities with prescription opioid medications and engaged in civil conspiracies to do so. Each case had been removed to the United States District Court for the Eastern District of Virginia, but all three since have been remanded back to Virginia state court.  The Company was nonsuited (dismissed) from the Arlington case.  Amended Complaints were
filed in the Dinwiddie and Mecklenburg cases at the end of November 2019, but they did not include the Amneal entities as defendants.  
On June 10, 2019, in their cases currently pending in the MDL, West Virginia municipal-entity plaintiffs Cabell County Commission and the City of Huntington were granted leave to file, then filed, a Joint and Third Amended Complaint naming approximately 20 additional defendants, including the Company, Amneal, Amneal Pharmaceuticals of New York, LLC, and Impax. The plaintiff municipalities, seek unspecified actual, treble, and punitive damages and disgorgement “to eliminate the hazard to public health and safety, to abate the public nuisance caused by the opioid epidemic in the City and County and to compensate both for abatement measures undertaken or underway and damages sustained as a result of the opioid epidemic” they allege the defendants “proximately caused.” These actions have been designated “Track Two” bellwether cases by the MDL court (intended to be adjudicated following the “Track One” cases for which bellwether trials had been scheduled for October 2019). On December 31, 2018, the MDL court entered an Order directing the then-parties in these Track Two actions to work with one of the MDL court's appointed Special Masters to prepare case management deadlines. On May 12, 2019, the Special Master entered an Order acknowledging that the press of issues surrounding ongoing litigation of the Track One cases had prevented both the parties and the MDL court from acting on the directives of the prior Track Two Order, and setting deadlines of June 10, 2019 for plaintiffs to amend their complaints, and June 14, 2019 for the submission of proposals for case management by the then-parties to the cases (the Amneal entities were not served with plaintiffs’ Third Amended Complaints until June 25, 2019).  On December 16, 2019, the MDL court granted plaintiffs’ motion to sever all defendants from the Track Two cases except certain distributor defendants (AmerisourceBergen Drug Corporation, Cardinal Health, Inc., and McKesson Corporation). On January 3, 2020, the MDL court ordered that plaintiffs cannot take discovery of any severed Track Two defendant. On January 14, 2020, the Track Two cases were remanded to the United States District Court for the Southern District of West Virginia, without the severed defendants. To the extent Amneal entities were defendants in the Track Two cases but have been severed, the cases are now stayed by order of the MDL court.
In October 2019, the Company, Amneal, Amneal Pharmaceuticals of New York, LLC, and Impax were served with a putative class action complaint, which also names as defendants numerous manufacturers of opioid products (and certain corporate officers thereof), filed in the United States District Court for the Middle District of Tennessee by several individuals who allegedly purchased prescription opioid medication in cash and/or with an insurance co-payment (Rhodes, et al., v. Rhodes Technologies, Inc., et al., No. 3:19-cv-885). Plaintiffs claim that they would not have purchased these prescription opioid products had defendants not allegedly misrepresented the products’ “addiction propensities,” and thereby suffered economic loss. Plaintiffs purport to represent a nationwide class of all individuals who directly or indirectly purchased prescription opioid medication from January 2008 to the present in 31 different states, allege causes of action for violations of those states’ antitrust laws and consumer protection statutes (and unjust enrichment), and seek, in addition to class certification, unspecified monetary damages (including actual, statutory, and punitive or treble damages) and equitable relief, including declaratory judgment and restitution. On February 13, 2020, this case was transferred to the MDL. All activity in the case is stayed by order of the MDL court.
There are currently 26 cases brought by various West Virginia and Kentucky hospitals that have been consolidated in the state-court West Virginia Opioid Litigation Multi-Litigation Panel (the “MLP”). On November 20, 2019, the manufacturer defendants collectively filed a motion to dismiss, in which Amneal joined, and the Company filed its own individual motion to dismiss. The MLP has denied the manufacturer defendants’ motion to dismiss, but has not yet ruled on the Company’s separate motion.  There also are five additional cases brought by West Virginia municipalities against the Company, Amneal, Amneal Pharmaceuticals of New York, LLC, and Impax which have been transferred to the MLP. The Amneal entities filed motions to dismiss in those cases on June 12, 2020. The MLP also ordered an early mediation on February 26 and 27, 2020, during which plaintiffs did not make a settlement demand. The MLP has ordered a public nuisance bench trial to occur beginning on March 22, 2021. Defendants have filed a motion for reconsideration of the order denying a jury trial.
Including the above-referenced cases, the Company and certain of its affiliates recently have been named in approximately 929 cases now pending in the MDL court or in various state and territorial courts, including cases brought by:
Political subdivision / municipal entity plaintiffs from the states of Alabama, Arkansas, Arizona, California, Colorado, Florida, Georgia, Hawaii, Idaho, Illinois, Indiana, Kansas, Kentucky, Louisiana, Maine, Maryland, Massachusetts, Michigan, Minnesota, Mississippi, Missouri, Montana, Nebraska, Nevada, New Hampshire, New Jersey, New Mexico, New York, North Carolina, Ohio, Oklahoma, Pennsylvania, Puerto Rico, South Carolina, Tennessee, Texas, Utah, Vermont, Virginia, Washington, West Virginia, Wisconsin, and Wyoming;
Third-party payor plaintiffs;
Individual plaintiffs;
Indian tribe plaintiffs; and
Hospital / healthcare provider plaintiffs.
Requests for waivers for service of process have been transmitted by plaintiffs’ counsel to defense counsel in relation to the Company and certain of its affiliates in most of these cases. In each case where service on the Company or its affiliates has been perfected, and the case is not stayed, responsive pleadings or pre-answer motions have been filed.
The Company believes it has substantial meritorious defenses to the claims asserted with respect to the litigation.  However, any adverse outcome could negatively affect the Company and could have a material adverse effect on the Company's results of operations, cash flows and/or overall financial condition.
Securities Class Actions
On April 17, 2017, lead plaintiff New York Hotel Trades Council & Hotel Association of New York City, Inc. Pension Fund filed an amended class action complaint in the United States District Court for the Northern District of California on behalf of itself and others similarly situated against Impax and four current or former Impax officers alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 (Fleming v. Impax Laboratories Inc., et al., No. 4:16-cv-6557-HSG). Plaintiff asserts claims regarding alleged misrepresentations about three generic drugs. Its principal claim alleges that Impax concealed that it colluded with competitor Lannett Corp. to fix the price of generic drug digoxin, and that its digoxin profits stemmed from this collusive pricing. Plaintiff also alleges that Impax concealed from the market anticipated erosion in the price of generic drug diclofenac and that Impax overstated the value of budesonide, a generic drug that it acquired from Teva. On June 1, 2017, Impax filed its motion to dismiss the amended complaint. On September 7, 2018, the Court granted Impax’s motion, dismissing plaintiff’s claims without prejudice and with leave to amend the complaint. Plaintiff filed a second amended complaint October 26, 2018. Impax filed a motion to dismiss the second amended complaint on December 6, 2018; plaintiffs’ opposition thereto was filed on January 17, 2019; and Impax’s reply in support of its motion to dismiss was filed on February 7, 2019. A hearing before the Court on the motion to dismiss took place on May 2, 2019.  On August 12, 2019, the Court entered an order granting Impax’s motion, dismissing plaintiff’s second amended complaint with prejudice.  On September 5, 2019, plaintiff filed a notice of appeal from both dismissal orders with the United States Court of Appeals for the Ninth Circuit.  Plaintiff’s opening brief was filed with the Ninth Circuit on February 14, 2020, Impax’s answering brief was filed on May 15, 2020, and plaintiff filed its reply brief on August 4, 2020.
On December 18, 2019, Cambridge Retirement System filed a class action complaint in the Superior Court of New Jersey, Somerset County, on behalf of itself and others similarly situated against the Company and fourteen current or former officers alleging violations of Sections 11, 12(a)(2) and 15 of the Securities Act of 1933 (Cambridge Retirement System v. Amneal Pharmaceuticals, Inc., et al., No. SOM-L-1701-19). Plaintiff principally alleges that the amended registration statement and prospectus issued on May 7, 2018 in connection with the Amneal/Impax business combination was materially false and/or misleading, insofar as it purportedly failed to disclose that Amneal was an active participant in an alleged antitrust conspiracy with several other pharmaceutical manufacturers to fix generic drug prices, and that this secret collusion improperly bolstered Amneal’s financial results reflected in the registration statement. Plaintiff seeks, among other things, certification of a class and unspecified compensatory and/or recessionary damages. On March 31, 2020, the Company filed a motion to dismiss the complaint. Oral argument on the motion to dismiss was held telephonically on July 14, 2020 and, on July 15, 2020, the court entered an order denying the motion.
The Company believes it has substantial meritorious defenses to the claims asserted with respect to the litigation. However, any adverse outcome could negatively affect the Company and could have a material adverse effect on the Company's results of operations, cash flows and/or overall financial condition.  
United States Department of Justice / Drug Enforcement Administration Subpoenas
On July 7, 2017, Amneal Pharmaceuticals of New York, LLC received an administrative subpoena issued by the Long Island, NY District Office of the Drug Enforcement Administration (the “DEA”) requesting information related to compliance with certain recordkeeping and reporting requirements pursuant to regulations promulgated by the DEA. The Company is cooperating with this request for information and has provided relevant information responsive to the request. The Company and the U.S. Attorney for the Eastern District of New York (“E.D.N.Y.”) have entered into a tolling agreement (and several amendments thereto) with respect to the investigation. The material provisions of the tolling agreement (as amended) provide that the investigation is ongoing, that the U.S. Attorney will not file a claim against the Company on or before November 11, 2020, and requests that the Company agree that the applicable statute(s) of limitations be tolled during the period from January 19, 2018 through November 12, 2020. The Company cannot predict at this time whether the U.S. Attorney will file a lawsuit or other claims against the Company with respect to the investigation.
On March 14, 2019, Amneal received a subpoena (the “Subpoena”) from an Assistant U.S. Attorney (“AUSA”) for the Southern District of Florida. The Subpoena requests information and documents generally related to the marketing, sale, and
distribution of oxymorphone. The Company has produced documents and information to the AUSA in response to the Subpoena. However, no assurance can be given as to the timing or outcome of its underlying investigation.
On May 28, 2019, Amneal received a subpoena (the “Subpoena”) from an AUSA for the E.D.N.Y. requesting information and documents generally related to the Company’s compliance with Controlled Substances Act regulations. The Company is cooperating with the AUSA regarding the Subpoena. The Company and the U.S. Attorney for the E.D.N.Y. have entered into a tolling agreement (and several amendments thereto) with respect to the investigation. The material provisions of the tolling agreement (as amended) provide that the E.D.N.Y. has made no decision as yet as to the appropriate resolution of its pending investigation, that the Company’s time to present evidence and arguments to the E.D.N.Y. concerning the investigation is extended to November 12, 2020, and that the Company agrees that the applicable statute(s) of limitations are tolled during the period from April 12, 2019 through November 12, 2020. The Company cannot predict at this time whether the U.S. Attorney will file a lawsuit or other claims against the Company with respect to the investigation.
Ranitidine Litigation
On January 27, 2020, the Company and Amneal were named in a putative class action complaint filed in the United States District Court for the Northern District of Illinois by several named plaintiffs on behalf of consumers who purchased Zantac® (ranitidine) and have not been diagnosed with, but “live in constant fear of developing,” cancer, alleging that the defendants, comprising various entities alleged to have manufactured or sold brand-name Zantac® or generic ranitidine, failed to disclose and/or concealed the product’s “dangerous propensities” in respect of the alleged presence in the product of N-Nitrosodimethylamine (or "NDMA") (White, et al., v. GlaxoSmithKline plc, et al., No. 1:19-cv-7773). The complaint purports to state claims for violations of state consumer protection acts, breaches of implied warranties, negligence/gross negligence, and fraudulent concealment (and seeks the certification of corresponding nationwide classes and subclasses). In addition to class certification, plaintiffs seek, among other things, unspecified monetary damages and equitable relief, including the implementation and funding of a medical monitoring program. The complaint is one of hundreds of similar putative class actions and personal injury/product liability lawsuits filed in federal courts nationwide. In November 2019, the JPML established In re Zantac/Ranitidine NDMA Litigation (MDL No. 2924) for coordinated or consolidated pretrial proceedings and, on February 6, 2020, ordered the MDL centralized in the Southern District of Florida.  On February 24, 2020 this lawsuit was transferred to and consolidated with MDL No. 2924. On March 2, 2020, plaintiffs voluntarily dismissed their claims without prejudice against the generic ranitidine manufacturers named as defendants (including the Company and Amneal).
On March 6, 2020, plaintiff Kathy McMillian filed a personal injury / products liability complaint in the United States District Court for the Southern District of Alabama against brand and generic ranitidine product manufacturers (including Amneal), as well as Walmart, Inc., alleging that she developed kidney cancer as a result of her use of Zantac®, Equate®, and/or generic ranitidine, and that defendants knew about but failed to warn regarding an alleged “NDMA defect” in those products (McMillian v. Sanofi-Aventis U.S. LLC, et al., No. 1:20-cv-141-N).  Plaintiff seeks unspecified amounts of both compensatory and punitive damages, as well as attorneys’ fees and other costs.  On March 31, 2020, the case was transferred to and consolidated with MDL No. 2924.
On March 13, 2020, plaintiff Walter Jones, on behalf of decedent Sue Jones, filed an amended complaint naming the Company, Amneal, and Amneal Pharmaceuticals of New York, LLC, in his personal injury / products liability lawsuit against brand and generic ranitidine product manufacturers pending in the United States District Court for the Western District of Tennessee (Jones v. Boehringer Ingelheim Pharmaceuticals, Inc., et al., No. 1:20-cv-2157-JDB-JAY).  Plaintiff alleges that his decedent spouse developed liver cancer and died as a result of six years of use with Zantac®, and that defendants knew about but failed to warn regarding an alleged “NDMA defect” in their ranitidine products.  Plaintiff seeks unspecified amounts of both compensatory and punitive damages, as well as attorneys’ fees and other costs.  On March 31, 2020, the case was transferred to and consolidated with MDL No. 2924.
By order of the MDL court, on June 22, 2020, consolidated groups of personal injury plaintiffs, economic loss/medical monitoring class action plaintiffs, and third-party payor plaintiffs (comprising NECA-IBEW Welfare Trust Fund, Plumbers & Pipefitters Local Union 630, and Indiana Laborers Welfare Fund) each filed master complaints (superseding and replacing all previously filed individual complaints), in which the Company, Amneal, and Amneal Pharmaceuticals of New York, LLC are named as defendants, along with all brand and generic manufacturers, distributors, retailers, and repackagers of ranitidine-containing products. Responsive pleadings to these master complaints are due to be filed August 23, 2020.
On June 18, 2020, Amneal was named in a lawsuit filed in New Mexico state court on behalf of its Attorney General (State of New Mexico, ex rel. Hector H. Balderas v. Glaxosmithkline PLC, et al., No. D-101-CV-2020-01289), alleging claims of public nuisance, negligence, and violations of state consumer protection laws against brand/generic manufacturers and store-brand
distributors of Zantac®/ranitidine. Plaintiff seeks unspecified amounts of both compensatory and punitive damages, as well as civil penalties and injunctive relief (including restitution, disgorgement, and the funding of a medical monitoring program).
The Company believes it has substantial meritorious defenses to the claims asserted with respect to these lawsuits. However, any adverse outcome could negatively affect the Company and could have a material adverse effect on the Company's results of operations, cash flows and/or overall financial condition.
Metformin Litigation
The Company, Amneal, and AvKARE, Inc. have been named as defendants, along with numerous other manufacturers, retail pharmacies, and wholesalers, in several putative class action lawsuits pending in the United States District Court for the District of New Jersey (“D.N.J.”), filed on behalf of consumers who purchased and third-party payors who paid or made reimbursements for prescription generic metformin products manufactured by or for defendants, alleging that defendants made and sold to putative class members metformin products that were “adulterated” or “contaminat[ed]” with NDMA and thus “worthless,” and therefore that plaintiffs suffered economic losses in connection with their purchases or reimbursements.
On June 3, 2020, the D.N.J. consolidated the lawsuits, as In Re Metformin Marketing and Sales Practices Litigation (No. 2:20-cv-02324-MCA-MAH). On July 6, 2020, plaintiffs filed a consolidated economic loss class action complaint, in which they seek, in addition to class certification, among other things, unspecified compensatory and punitive damages, statutory penalties, and equitable relief. Responsive pleadings are not yet due.
The Company believes it has substantial meritorious defenses to the claims asserted with respect to this matter. However, any adverse outcome could negatively affect the Company and could have a material adverse effect on the Company's results of operations, cash flows and/or overall financial condition.
v3.20.2
Segment Information
6 Months Ended
Jun. 30, 2020
Segment Reporting [Abstract]  
Segment Information Segment Information
As a result of the Acquisitions, the Company added a third reportable segment, AvKARE, to its existing reportable segments, Generics and Specialty. Generics develops, manufactures and commercializes complex oral solids, injectables, ophthalmics, liquids, topicals, softgels, inhalation products and transdermals across a broad range of therapeutic categories. Generics’ retail and institutional portfolio contains approximately 250 product families, many of which represent difficult-to-manufacture products or products that have a high barrier-to-entry, such as oncologics, anti-infectives and supportive care products for healthcare providers.
Specialty delivers proprietary medicines to the U.S. market. The Company offers a growing portfolio in core therapeutic categories including central nervous system disorders, endocrinology, parasitic infections and other therapeutic areas. The Company's specialty products are marketed through skilled specialty sales and marketing teams, who call on neurologists, movement disorder specialists, endocrinologists and primary care physicians in key markets throughout the U.S. Specialty also has a number of product candidates that are in varying stages of development.
AvKARE provides pharmaceuticals, medical and surgical products and services primarily to governmental agencies, primarily focused on serving the Department of Defense and the Department of Veterans Affairs.  AvKARE is also a wholesale distributor of bottle and unit dose pharmaceuticals under the registered names of AvKARE and AvPAK, as well as medical and surgical products.  AvKARE is also a packager and wholesale distributor of pharmaceuticals and vitamins to its retail and institutional customers who are located throughout the United States focused primarily on offering 340b-qualified entities products to provide consistency in care and pricing.
The Company’s chief operating decision maker evaluates the financial performance of the Company’s segments based upon segment operating income (loss). Items below income (loss) from operations are not reported by segment, since they are excluded from the measure of segment profitability reviewed by the Company’s chief operating decision maker. Additionally, general and administrative expenses, certain selling expenses, certain litigation settlements, and non-operating income and expenses are included in "Corporate and Other." The Company does not report balance sheet information by segment since it is not reviewed by the Company’s chief operating decision maker.
The tables below present segment information reconciled to total Company financial results, with segment operating income or loss including gross profit less direct selling expenses, research and development expenses, and other operating expenses to the extent specifically identified by segment (in thousands):
Three Months Ended June 30, 2020
Generics (1)(2)
Specialty (2)
AvKARE (1)
Corporate
and Other
Total
Company
Net revenue
$306,559  $94,256  $63,847  $—  $464,662  
Cost of goods sold
218,909  50,229  50,528  —  319,666  
Cost of goods sold impairment charges
759  —  —  —  759  
Gross profit86,891  44,027  13,319  —  144,237  
Selling, general and administrative
12,802  16,870  15,647  35,625  80,944  
Research and development
40,316  5,256  —  —  45,572  
Intellectual property legal development expenses3,550  —  —  —  3,550  
Charges (gains) related to legal matters, net3,050  (1,750) —  —  1,300  
Other operating expenses657  82  —  1,381  2,120  
Operating income (loss)$26,516  $23,569  $(2,328) $(37,006) $10,751  
Six Months Ended June 30, 2020
Generics (1)(2)
Specialty (2)
AvKARE (1)
Corporate
and Other
Total
Company
Net revenue$659,145  $182,233  $121,817  $—  $963,195  
Cost of goods sold437,774  98,047  97,423  —  633,244  
Cost of goods sold impairment charges2,215  —  —  —  2,215  
Gross profit219,156  84,186  24,394  —  327,736  
Selling, general and administrative29,425  37,812  26,435  65,248  158,920  
Research and development69,350  12,601  —  —  81,951  
In-process research and development impairment charges960  —  —  —  960  
Intellectual property legal development expenses4,815   —  —  4,820  
Charges related to legal matters, net5,550  250  —  —  5,800  
Other operating expenses703  82  —  5,958  6,743  
Operating income (loss)$108,353  $33,436  $(2,041) $(71,206) $68,542  
(1)Operating results for the sale of Amneal products by AvKARE are included in Generics.
(2)During the three months ended September 30, 2019, operating results for Oxymorphone were reclassified from Generics to Specialty, where it is sold as a non-promoted product.  Prior period results have not been restated to reflect the reclassification.
Three Months Ended June 30, 2019GenericsSpecialtyCorporate
and Other
Total
Company
Net revenue$335,064  $69,578  $—  $404,642  
Cost of goods sold263,423  32,958  —  296,381  
Cost of goods sold impairment charges3,012  —  —  3,012  
Gross profit68,629  36,620  —  105,249  
Selling, general and administrative14,379  16,150  36,752  67,281  
Research and development45,448  2,568  —  48,016  
Intellectual property legal development expenses2,511  —  —  2,511  
Acquisition, transaction-related and integration expenses987  1,366  1,166  3,519  
Restructuring and other charges418  —  2,417  2,835  
Operating income (loss)$4,886  $16,536  $(40,335) $(18,913) 
Six Months Ended June 30, 2019GenericsSpecialtyCorporate
and Other
Total
Company
Net revenue$717,541  $133,221  $—  $850,762  
Cost of goods sold542,301  63,823  —  606,124  
Cost of goods sold impairment charges56,309  —  —  56,309  
Gross profit118,931  69,398  —  188,329  
Selling, general and administrative38,527  37,477  75,713  151,717  
Research and development95,599  6,275  —  101,874  
In-process research and development impairment charges22,787  —  —  22,787  
Intellectual property legal development expenses5,632  1,045  —  6,677  
Acquisition, transaction-related and integration expenses3,584  3,250  2,717  9,551  
Restructuring and other charges2,499  178  6,319  8,996  
Operating (loss) income$(49,697) $21,173  $(84,749) $(113,273) 
v3.20.2
Related Party Transactions
6 Months Ended
Jun. 30, 2020
Related Party Transactions [Abstract]  
Related Party Transactions Related Party Transactions
The Company has various business agreements with certain third-party companies in which there is some common ownership and/or management between those entities, on the one hand, and the Company, on the other hand. The Company has no direct ownership or management in any of such related party companies. The related party relationships that generated income and/ or expense in the respective reporting periods are described below.
Financing Lease - Related Party
The Company has a financing lease for two buildings located in Long Island, New York, that are used as an integrated manufacturing and office facility. For annual payments required under the terms of the non-cancelable lease agreement over the next five years and thereafter, refer to Note 12. Leases in the Company’s 2019 Annual Report on Form 10-K.
Lease costs and interest expense related to this lease were approximately $2 million and $3 million for the three and six months ended June 30, 2020, respectively.  Lease costs and interest expense related to this lease were each approximately $2 million and $4 million for the three and six months ended June 30, 2019, respectively.
Kanan, LLC
Kanan, LLC ("Kanan") is an independent real estate company which owns Amneal’s manufacturing facilities located at 65 Readington Road, Branchburg, New Jersey, 131 Chambers Brook Road, Branchburg, New Jersey and 1 New England Avenue, Piscataway, New Jersey. Amneal leases these facilities from Kanan under two separate triple-net lease agreements that expire in 2027 and 2031, respectively, at an annual rental cost of approximately $2 million combined, subject to CPI rent escalation adjustments as provided in the lease agreements. Rent expense paid to the related party for both the three months ended June 30, 2020 and 2019 was $0.5 million. Rent expense paid to the related party for both of the six months ended June 30, 2020 and 2019 was $1 million.
Asana Biosciences, LLC
Asana Biosciences, LLC (“Asana”) is an early stage drug discovery and research and development company focusing on several therapeutic areas, including oncology, pain and inflammation. Amneal provided research and development services to Asana under a development and manufacturing agreement. The total amount of income earned from this arrangement for the three and six months ended June 30, 2019 was $1 million and $1 million, respectively (none in 2020). At December 31, 2019 receivables of approximately $1 million were due from the related party for research and development related services (none at June 30, 2020).
Industrial Real Estate Holdings NY, LLC and Sutaria Family Realty, LLC
Industrial Real Estate Holdings NY, LLC is an independent real estate management entity, which was the sub-landlord of Amneal’s leased manufacturing facility located at 75 Adams Avenue, Hauppauge, New York. In May 2020, the lease was
assigned to the Company with the consent of the landlord, Sutaria Family Realty, LLC., which is also a related party. Concurrently with the assignment of the lease, the Company exercised a renewal option for $0.1 million to extend the lease by 5 years until March 31, 2026. Monthly rent payments are $0.1 million and increase by 3% annually. Rent paid to the related parties for both the three months ended June 30, 2020 and 2019 was $0.3 million. Rent paid to the related parties for both the six months ended June 30, 2020 and 2019 was $0.6 million.
Kashiv BioSciences, LLC
Kashiv BioSciences, LLC ("Kashiv") is an independent contract development organization focused primarily on the development of 505(b) (2) NDA products. Amneal has various business agreements with Kashiv.
The parties entered into a lease for parking spaces in Piscataway, NJ. The total amount of expense paid to Kashiv from this agreement for both the three and six months ended June 30, 2020 was less than $0.1 million (none in 2019).
Amneal has also entered into various development and commercialization arrangements with Kashiv to collaborate on the development and commercialization of certain generic pharmaceutical products. The total reimbursable expenses associated with these arrangements for the six months ended June 30, 2020 were $0.2 million (none for the three months ended June 30, 2020). The total reimbursable expenses associated with these arrangements for the three and six months ended June 30, 2019 were $2 million and $3 million, respectively. Kashiv receives a percentage of net profits with respect to Amneal’s sales of these products. The total profit share for the three and six months ended June 30, 2020 was $2 million and $5 million, respectively. The total profit share for the three and six months ended June 30, 2019 was $0.7 million and $1 million, respectively.
Pursuant to a product development agreement, Amneal and Kashiv agreed to collaborate on the development and commercialization of Levothyroxine Sodium. Under the agreement, the intellectual property and ANDA for this product is owned by Amneal and Kashiv is to receive a profit share for all sales of the product made by Amneal. Amneal is precluded from selling the product made by Kashiv during the term of the license and supply agreement with JSP. Under the terms of the amended agreement with Kashiv, Amneal paid $2 million in July 2019, and may be required to pay up to an additional $18 million upon certain regulatory milestones being met. For the three and six months ended June 30, 2020, the Company recorded $2 million to research and development expense, which was accrued in related party payable - short term as of June 30, 2020.
In November 2019, Amneal and Kashiv entered into a licensing agreement for the development and commercialization of Kashiv’s orphan drug K127 (Pyridostigmine) for the treatment of Myasthenia Gravis.  Under the terms of the agreement, Kashiv will be responsible for all development and clinical work required to secure Food and Drug Administration approval and Amneal will be responsible for filing the NDA and commercializing the product.  The Company made an upfront payment of approximately $2 million to Kashiv in December 2019, which was recorded in research and development, and Kashiv is eligible to receive development and regulatory milestones totaling approximately $17 million.  Kashiv is also eligible to receive tiered royalties from the low double-digits to mid-teens on net sales of K127. For the six months ended June 30, 2020, the Company recorded $2 million (none in the three months ended June 30, 2020 or three and six months ended June 30, 2019), as research and development expense to compensate Kashiv for costs incurred to develop the product.
On February 20, 2020, the Company and Kashiv entered into a master services agreement covering certain services that Kashiv provides the Company for commercial product support for EluRyng and other products, including Ranitidine and Nitrofurantoin. For the three and six months ended June 30, 2020, the Company recorded $2 million and $3 million, respectively, (none in 2019), as cost of goods sold to compensate Kashiv for services performed.
At June 30, 2020 and December 31, 2019 payables of approximately $4 million and $6 million, respectively, were due to the related party for the aforementioned transactions. Additionally, at both June 30, 2020 and December 31, 2019 a receivable of $0.1 million was due from the related party.
On October 1, 2017, Amneal and Kashiv, entered into a license and commercialization agreement. Kashiv granted Amneal an exclusive license, under its New Drug Application, to distribute and sell two bio-similar products in the U.S. Kashiv is responsible for development, regulatory filings, obtaining FDA approval, and manufacturing, and Amneal is responsible for marketing, selling and pricing activities. The term of the agreement is 10 years from the respective product’s launch date.
In connection with the agreement, Amneal paid an upfront amount of $2 million in October 2017 for execution of the agreement which was expensed in research and development. The agreement also provides for potential future milestone payments to Kashiv of (i) up to $21 million relating to regulatory approval, (ii) up to $43 million for successful delivery of commercial launch inventory, (iii) between $20 million and $50 million relating to number of competitors at launch for one product, and (iv) between $15 million and $68 million for the achievement of cumulative net sales for both products. The
milestones are subject to certain performance conditions which may or may not be achieved, including FDA filing, FDA approval, launch activities and commercial sales volume objectives. In addition, the agreement provides for Amneal to pay a profit share equal to 50% of net profits, after considering manufacturing and marketing costs.  The research and development expenses under this agreement for the six months ended June 30, 2020 and 2019 were immaterial.

In May 2020, Amneal and Kashiv entered into a product development agreement for the development and commercialization of Posaconazole. Under the agreement, the intellectual property and ANDA for this product is owned by Amneal and Kashiv is to receive a profit share for all sales of the product made by Amneal.

In connection with the agreement, Amneal paid an upfront amount of $0.3 million in May 2020 for execution of the agreement which was expensed in research and development. The agreement also provides for potential future milestone payments to Kashiv of (i) up to $0.8 million relating to development milestones, (ii) up to $0.3 million relating to regulatory approval, and (iii) up to $1 million for the achievement of cumulative net sales. The milestones are subject to certain performance conditions which may or may not be achieved, including FDA filing, FDA approval and commercial sales volume objectives.
PharmaSophia, LLC
PharmaSophia, LLC ("PharmaSophia") is a joint venture formed by Nava Pharma, LLC ("Nava") and Oakwood Laboratories, LLC for the purpose of developing certain products. Currently PharmaSophia is actively developing two injectable products. PharmaSophia and Nava are parties to a research and development agreement pursuant to which Nava provides research and development services to PharmaSophia. Nava subcontracted this obligation to Amneal, entering into a subcontract research and development services agreement pursuant to which Amneal provides research and development services to Nava in connection with the products being developed by PharmaSophia. The total amount of income earned from these agreements for the three months ended June 30, 2020 and 2019 was $0.2 million and $0.3 million, respectively. The total amount of income earned from these agreements for the six months ended June 30, 2020 and 2019 was $0.4 million and $0.6 million, respectively. At both June 30, 2020 and December 31, 2019 receivables of $0.7 million were due from the related party. Additionally, as of December 31, 2019 a payable of less than $0.1 million was due to the related party, which was settled in February 2020.
Fosun International Limited
Fosun International Limited (“Fosun”) is a Chinese international conglomerate and investment company that is a significant shareholder of the Company. On June 6, 2019, the Company entered into a license and supply agreement with a subsidiary of Fosun, which is a Chinese pharmaceutical company. Under the terms of the agreement, the Company will hold the imported drug license required for pharmaceutical products manufactured outside of China and will supply Fosun with finished, packaged products for Fosun to then sell in the China market. Fosun will be responsible for obtaining regulatory approval in China and for shipping the product from Amneal’s facility to Fosun’s customers in China. In consideration for access to the Company's U.S. regulatory filings to support its regulatory filings in China and for the supply of product, Fosun paid the Company a $1 million non-refundable fee, net of tax, in July 2019 and will be required to pay the Company $0.3 million for each of 8 products upon the first commercial sale of each in China in addition to a supply price and a profit share. For the three and six months ended June 30, 2020 and 2019, the Company did not recognize any revenue from this agreement.
Apace KY, LLC d/b/a Apace Packaging LLC
Apace KY, LLC d/b/a Apace Packaging LLC (“Apace”) provides packaging solutions pursuant to an exclusive packaging agreement. Apace markets its services which include bottling and blistering for the pharmaceutical industry. The total amount of expenses from this arrangement for the three and six months ended June 30, 2020 was $4 million and $6 million, respectively (none in 2019). At June 30, 2020, payables of approximately $1 million were due to the related party for packaging services.
Tracy Properties LLC
R&S leases operating facilities, office and warehouse space from Tracy Properties LLC. The total amount of expenses from this arrangement for the three and six months ended June 30, 2020 was $0.1 million and $0.2 million, respectively (none in 2019).
AzaTech Pharma LLC
R&S purchases inventory from AzaTech Pharma LLC for resale. The total amount of expenses from this arrangement for the three and six months ended June 30, 2020 was $1 million and $2 million, respectively (none in 2019). At June 30, 2020, payables of approximately $0.7 million were due to the related party for inventory purchases.
AvPROP, LLC
AvKARE LLC leases its operating facilities from AvPROP, LLC.  Rent expense from this arrangement for the three and six months ended June 30, 2020 was less than $0.1 million and $0.1 million, respectively.
Tarsadia Investments, LLC
Tarsadia Investments, LLC (“Tarsadia”) is a private investment firm that provides financial services and is a significant shareholder of the Company. Tarsadia offers capital and strategic support for companies with substantial growth potential primarily in the healthcare, financial services, real estate, and clean technology sectors.  The Company entered into an agreement in which Tarsadia will provide financial consulting services.  The services are not expected to have a material impact to the Company’s financial statements.
Avtar Investments, LLC
Avtar Investments, LLC ("Avtar") is a private investment firm. During April 2020, the Company entered into an agreement in which Avtar will provide consulting services. The total amount of consulting expense incurred for the three and six months ended June 30, 2020 was $0.8 million. As of June 30, 2020, $0.8 million is due to Avtar.
Zep Inc.
Zep Inc. ("Zep") is a producer, and distributor of maintenance and cleaning solutions for retail, food & beverage, industrial & institutional, and vehicle care customers. During May 2020, AvKARE entered into an agreement to supply cleaning products to Zep. The amount of revenue recorded for the three and six months ended June 30, 2020 was $0.4 million. As of June 30, 2020, $0.4 million was recorded in related party receivables.
Tax Distributions
Under the terms of the Limited Liability Company Agreement, Amneal is obligated to make tax distributions to its members, which are also holders of non-controlling interests in the Company. For further details, refer to Note 21. Stockholders' Equity and Redeemable Non-Controlling Interests.
Additionally, under the terms of the limited liability company agreement between the Company and the holders of the Rondo Class B Units, Rondo is obligated to make tax distributions to those holders, subject to certain limitations as defined in the Rondo Credit Facility. For further details, refer to Note 21. Stockholders' Equity and Redeemable Non-Controlling Interests.
Notes Payable – Related Party
The sellers of AvKARE, LLC and R&S hold the remaining 34.9% interest in Rondo (“Rondo Class B Units”).  Certain holders of the Rondo Class B Units are also holders of the Sellers Notes and the Short-Term Sellers Note.  For additional information, refer to Note 13. Debt.
v3.20.2
Goodwill and Intangible Assets
6 Months Ended
Jun. 30, 2020
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets Goodwill and Intangible Assets
The changes in goodwill for the six months ended June 30, 2020 and for the year ended December 31, 2019 were as follows (in thousands):
June 30,
2020
December 31,
2019
Balance, beginning of period$419,504  $426,226  
Impax acquisition adjustment—  (1,255) 
Goodwill acquired during the period108,790  —  
Goodwill divested during the period—  (5,175) 
Currency translation(819) (292) 
Balance, end of period$527,475  $419,504  
As of June 30, 2020, $361 million, $93 million, and $73 million of goodwill was allocated to the Specialty, Generics, and AvKARE segments, respectively. As of December 31, 2019, $361 million and $59 million of goodwill was allocated to the
Specialty and Generics segment, respectively. For the year ended December 31, 2019, goodwill divested was associated with the sale of the Company's operations in the United Kingdom and Germany.  For the year ended December 31, 2019, the adjustment to goodwill was associated with the Combination. Refer to Note 3. Acquisitions and Divestitures for additional information about the Acquisitions and the divestitures of the Company's operations in the United Kingdom and Germany.
Intangible assets at June 30, 2020 and December 31, 2019 are comprised of the following (in thousands):
June 30, 2020December 31, 2019
Weighted-Average
Amortization Period
(in years)
CostAccumulated
Amortization
NetCostAccumulated
Amortization
Net
Amortizing intangible assets:
Product rights9.5$1,189,785  $(265,284) $924,501  $1,197,535  $(198,857) $998,678  
Other intangible assets6.0133,800  (15,590) 118,210  3,000  (1,000) 2,000  
Subtotal$1,323,585  $(280,874) $1,042,711  $1,200,535  $(199,857) $1,000,678  
In-process research and development
381,115  —  381,115  382,075  —  382,075  
Total intangible assets$1,704,700  $(280,874) $1,423,826  $1,582,610  $(199,857) $1,382,753  

The Company evaluated assets for potential impairment by comparing estimated future undiscounted net cash flows to the carrying amount of the asset. For the three months ended June 30, 2020, the Company recognized a total of $1 million of intangible asset impairment charges, which was recognized in cost of goods sold impairment charges. For the six months ended June 30, 2020, the Company recognized a total of $3 million of intangible asset impairment charges, of which $2 million was recognized in cost of goods sold impairment charges and $1 million was recognized in in-process research and development impairment charges.
The impairment charges for the three months ended June 30, 2020 are primarily related to three marketed products, two of which experienced significant price erosion during 2020. The contract with the remaining product was terminated with the customer.
The impairment charges for the six months ended June 30, 2020 are primarily related to five currently marketed products and two in-process research and development (“IPR&D”) products that were acquired as part of the Combination.  For the currently marketed products, four products experienced significant price erosion during 2020, without an offsetting increase in customer demand, resulting in significantly lower than expected future cash flows and negative margins and one product had its contract terminated. The IPR&D charges are associated with two products, one of which experienced a delay in its estimated launch date and the other was canceled due to the withdrawal of our development partner.
During the six months ended June 30, 2020, the Company recognized $131 million of intangible assets associated with the Acquisitions, of which all are classified in other intangible assets in the table above.  These intangible assets consist of government licenses, government contracts, national contracts, customer relationships and a trade name and are amortized to selling, general, and administrative over their estimated useful lives.  Refer to Note 3. Acquisitions and Divestitures for additional information.
During the six months ended June 30, 2019, the Company recognized a $50 million product rights intangible asset for the exclusive rights to sell Levothyroxine in the U.S. market under a license and supply agreement with JSP. Refer to Note 5. Alliance and Collaboration for additional information.
For the six months ended June 30, 2019, included in the Company's divested United Kingdom operations were a net customer relationship intangible asset and a net trade name intangible asset of $5 million and $2 million, respectively. Refer to Note 3. Acquisitions and Divestitures for additional information.
Amortization expense related to intangible assets recognized is as follows (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2020201920202019
Amortization$43,976  $34,796  $86,552  $65,759  
The following table presents future amortization expense for the next five years and thereafter, excluding $381 million of IPR&D intangible assets (in thousands):
Future
Amortization
Remainder of 2020$88,633  
2021172,302  
2022157,964  
2023146,979  
2024140,021  
Thereafter336,812  
Total$1,042,711  
v3.20.2
Stockholders’ Equity and Redeemable Non-Controlling Interests
6 Months Ended
Jun. 30, 2020
Equity [Abstract]  
Stockholders’ Equity and Redeemable Non-Controlling Interests Stockholders’ Equity and Redeemable Non-Controlling Interests
Non-Controlling Interests
Under the terms of the Limited Liability Company Agreement, Amneal is obligated to make tax distributions to its members. For the three and six months ended June 30, 2020, a tax distribution of $1 million was recorded as a reduction of non-controlling interests. For the three and six months ended June 30, 2019, no tax distribution was recorded due to tax losses incurred. As of June 30, 2020, a $1 million liability was included in related-party payables for the tax distribution.
During December 2018, the Company acquired the non-controlling interests in one of Amneal's non-public subsidiaries for approximately $3 million. As of December 31, 2018, the Company recorded a $3 million related party payable for this transaction which was paid in full in 2019.
Redeemable Non-Controlling Interests
As discussed in Note 3. Acquisitions and Divestitures, the Company acquired a 65.1% interest in Rondo on January 31, 2020.  The sellers of AvKARE, LLC and R&S hold the remaining 34.9% interest as Rondo Class B Units.  Beginning on January 1, 2026, the holders of the Rondo Class B Units have the right (“Put Right”) to require the Company to acquire the Rondo Class B Units for a purchase price that is based on a multiple of Rondo’s earnings before income taxes, depreciation, and amortization (EBITDA) if certain financial targets and other conditions are met.  Additionally, beginning on January 31, 2020, the Company has the right to acquire the Rondo Class B Units based on the same value and conditions as the Put Right.  The Rondo Class B Units are also redeemable by the holders upon a change in control.
Since the redemption of the Rondo Class B Units is outside of the Company's control, the units have been presented outside of stockholders' equity as redeemable non-controlling interests. Upon closing of the Acquisitions on January 31, 2020, the redeemable non-controlling interests were recorded as a component of the fair value of consideration transferred at an estimated preliminary fair value of $11 million. The fair value of the redeemable non-controlling interests was estimated using the Monte-Carlo simulation approach under the option pricing framework, which considers the redemption rights of both the Company and the holders of the Rondo Class B Units.

The Company will attribute 34.9% of the net income of Rondo to the redeemable non-controlling interests. The Company will also accrete the redeemable non-controlling interests to redemption value upon an event that makes redemption probable. For the three and six months ended June 30, 2020, a tax distribution of $0.4 million was recorded as a reduction of redeemable non-controlling interests. As of June 30, 2020, a liability of $0.4 million was included in related-party payables for the tax distribution.
Changes in Accumulated Other Comprehensive Loss by Component (in thousands):
Foreign
currency
translation
adjustment
Unrealized
gain (loss) on cash
flow hedge, net
of tax
Accumulated
other
comprehensive
loss
Balance December 31, 2018$(7,755) $—  $(7,755) 
Other comprehensive (loss) income before reclassification(729) 7,764  7,035  
Amounts reclassified from accumulated other comprehensive loss
1,461  —  1,461  
Reallocation of ownership interests(809) —  (809) 
Balance December 31, 2019(7,832) 7,764  (68) 
Other comprehensive loss before reclassification(3,985) (35,622) (39,607) 
Reallocation of ownership interests(14) (7) (21) 
Balance June 30, 2020$(11,831) $(27,865) $(39,696) 
v3.20.2
Summary of Significant Accounting Policies (Policies)
6 Months Ended
Jun. 30, 2020
Accounting Policies [Abstract]  
Basis of Presentation
Basis of Presentation
The accompanying unaudited consolidated financial statements, which are prepared in accordance with generally accepted accounting principles in the United States of America, should be read in conjunction with Amneal’s annual audited financial statements for the year ended December 31, 2019 included in the Company’s 2019 Annual Report on Form 10-K. Certain information and footnote disclosures normally included in annual financial statements have been omitted from the accompanying unaudited consolidated financial statements. In the opinion of management, the accompanying unaudited consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of the Company's financial position as of June 30, 2020, cash flows for the six months ended June 30, 2020 and 2019 and the results of its operations, its comprehensive income (loss) and its changes in stockholders' equity for the three and six months ended June 30, 2020 and 2019. The consolidated balance sheet data at December 31, 2019 was derived from the Company's audited annual financial statements, but does not include all disclosures required by generally accepted accounting principles in the United States of America.
The accounting policies of the Company are set forth in Note 2. Summary of Significant Accounting Policies contained in the Company’s 2019 Annual Report on Form 10-K, except for the impact of the adoption of new accounting standards discussed under Recently Adopted Accounting Pronouncements. The following new significant accounting policy relates to the acquisitions of AvKARE, Inc. and Dixon-Shane, LLC d/b/a R&S Northeast LLC (refer to Note 3. Acquisitions and Divestitures).
Chargebacks Received From Manufacturers Chargebacks Received From ManufacturersWhen a sale occurs on a contracted item, the difference between the cost the Company pays to the manufacturer of that item and the contract price that the end customer has with the manufacturer is rebated to the Company by the manufacturer as a chargeback. Chargebacks are recorded as a reduction to cost of sales and either a reduction in the amount due to the manufacturer (if there is a right of offset) or as a receivable from the manufacturer.
Use of Estimates
Use of Estimates
The preparation of financial statements requires the Company's management to make estimates and assumptions that affect the reported financial position at the date of the financial statements and the reported results of operations during the reporting period. Such estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses, and disclosure of contingent assets and liabilities in the consolidated financial statements and accompanying notes. The following are some, but not all, of such estimates: the determination of chargebacks, sales returns, rebates, billbacks, distribution fees, allowances for accounts receivable, accrued liabilities, chargebacks received from manufacturers, stock-based compensation, valuation of inventory balances, the determination of useful lives for product rights, allowances for deferred tax assets, measurement of assets acquired and liabilities assumed in business combinations at fair value and the assessment of expected cash flows used in evaluating goodwill and other long-lived assets for impairment. Actual results could differ from those estimates.
Recently Adopted and Recently Issued Accounting Pronouncements
Recently Adopted Accounting Pronouncements
In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2018-13, Fair Value Measurement (Topic 82): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement, which modifies the disclosure requirements on fair value measurement.  The Company adopted ASU 2018-13 effective January 1, 2020 and it did not have a material impact on the Company’s consolidated financial statements.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, guidance that changes the impairment model for most financial assets including trade receivables and certain other instruments that are not measured at fair value through net income. The standard will replace today’s "incurred loss" approach with an "expected loss" model for instruments measured at amortized cost and require entities to record allowances for available-for-sale debt securities rather than reduce the carrying amount, as they do today under the other-than-temporary impairment model. It also simplifies the accounting model for purchased credit-impaired debt securities and loans. Entities will apply the standard’s provisions as a cumulative effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The Company adopted ASU 2016-13 effective January 1, 2020 and it did not have a material impact on the Company’s consolidated financial statements.
Recently Issued Accounting Pronouncements
In March 2020, the FASB issued ASU 2020-04, Reference Rate Reform, which provided elective amendments for entities that have contracts, hedging relationships and other transactions that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform.  The amendments may be applied to impacted contracts and hedges prospectively through December 31, 2022. The Company is currently evaluating the impact this guidance will have on its consolidated financial statements.
Revenue Recognition
Performance Obligations
The Company’s performance obligation is the supply of finished pharmaceutical and related products to its customers. The Company’s customers consist primarily of major wholesalers, retail pharmacies, managed care organizations, purchasing co-ops, hospitals, government agencies, institutions, and pharmaceutical companies. The Company’s customer contracts generally consist of both a master agreement, which is signed by the Company and its customer, and/or a customer submitted purchase order, which is governed by the terms and conditions of the master agreement. Customers purchase product by direct channel sales from the Company or by indirect channel sales through various distribution channels.
Revenue is recognized when the Company transfers control of its products to the customer, which typically occurs at a point-in-time, either upon shipment or delivery. Substantially all of the Company’s net revenues relate to products which are transferred to the customer at a point-in-time.
The Company offers standard payment terms to its customers and has elected the practical expedient to not adjust the promised amount of consideration for the effects of a significant financing, since the period between when the Company transfers the product to the customer and when the customer pays for that product is one year or less. Taxes collected from customers relating to product sales and remitted to governmental authorities are excluded from revenues. The consideration amounts due from customers as a result of product sales are subject to variable consideration, as described further below.
The Company offers standard product warranties which provide assurance that the product will function as expected and in accordance with specifications. Customers cannot purchase warranties separately and these warranties do not give rise to a separate performance obligation.
The Company permits the return of product under certain circumstances, mainly upon product expiration, instances of shipping errors or where product is damaged in transit. The Company accrues for the customer’s right to return as part of its variable consideration. See below for further details.
Variable Consideration
The Company includes an estimate of variable consideration in its transaction price at the time of sale, when control of the product transfers to the customer. Variable consideration includes but is not limited to: chargebacks, distribution fees, rebates, group purchasing organization ("GPO") fees, prompt payment (cash) discounts, consideration payable to the customer, billbacks, Medicaid and other government pricing programs, price protection and shelf stock adjustments, sales returns, and profit shares.
The Company assesses whether or not an estimate of its variable consideration is constrained and has determined that the constraint does not apply, since it is probable that a significant reversal in the amount of cumulative revenue will not occur in the future when the uncertainty associated with the variable consideration is subsequently resolved. The Company’s estimates for variable consideration are adjusted as required at each reporting period for specific known developments that may result in a change in the amount of total consideration it expects to receive.
Chargebacks
In the case an indirect customer purchases product from their preferred wholesaler instead of directly from the Company, and the contract price charged to the indirect customer is lower than the wholesaler pricing, the Company pays the direct customer (wholesaler) a chargeback for the price differential. The Company estimates its chargeback accrual based on its estimates of the level of inventory of its products in the distribution channel that remain subject to chargebacks and historical chargeback rates. The estimate of the level of products in the distribution channel is based primarily on data provided by key customers.
Rebates
The Company pays fixed or volume-based rebates to its customers based on a fixed amount, fixed percentage of product sales or based on the achievement of a specified level of purchases. The Company’s rebate accruals are based on actual net sales, contractual rebate rates negotiated with customers, and expected purchase volumes / corresponding tiers based on actual sales to date and forecasted amounts.
Group Purchasing Organization Fees
The Company pays fees to GPOs for administrative services that the GPOs perform in connection with the purchases of product by the GPO participants who are the Company’s customers. The Company’s GPO fee accruals are based on actual net sales, contractual fee rates negotiated with GPOs and the mix of the products in the distribution channel that remain subject to GPO fees.
Prompt Payment (Cash) Discounts
The Company provides customers with prompt payment discounts which may result in adjustments to the price that is invoiced for the product transferred, in the case that payments are made within a defined period. The Company’s prompt payment discount accruals are based on actual net sales and contractual discount rates.
Consideration Payable to the Customer
The Company pays administrative and service fees to its customers based on a fixed percentage of the product price. These fees are not in exchange for a distinct good or service and therefore are recognized as a reduction of the transaction price. The Company accrues for these fees based on actual net sales, contractual fee rates negotiated with the customer and the mix of the products in the distribution channel that remain subject to fees.
Billbacks
In the case an indirect customer purchases product from their preferred wholesaler instead of directly from the Company, and the contract price charged to the indirect customer is higher than contractual pricing, the Company pays the indirect customer a billback for the price differential. The Company estimates its billback accrual based on its estimates of the level of inventory of its products in the distribution channel that remain subject to billbacks and historical billback rates. The estimate of the level of products in the distribution channel is based primarily on data provided by key customers.
Medicaid and Other Government Pricing Programs
The Company complies with required rebates mandated by law under Medicaid and other government pricing programs. The Company estimates its government pricing accruals based on monthly sales, historical experience of claims submitted by the various states and jurisdictions, historical rates and estimated lag time of the rebate invoices.
Price Protection and Shelf Stock Adjustments
The Company provides customers with price protection and shelf stock adjustments which may result in an adjustment to the price charged for the product transferred, based on differences between old and new prices which may be applied to the customer’s on-hand inventory at the time of the price change. The Company accrues for these adjustments when its expected value of an adjustment is greater than zero, based on contractual pricing, actual net sales, accrual rates based on historical average rates, and estimates of the level of inventory of its products in the distribution channel that remain subject to these adjustments. The estimate of the level of products in the distribution channel is based primarily on data provided by key customers.
Sales Returns
The Company permits the return of product under certain circumstances, mainly upon product expiration, instances of shipping errors or where product is damaged in transit, and occurrences of product recalls. The Company’s product returns accrual is primarily based on estimates of future product returns based generally on actual net sales, estimates of the level of inventory of its products in the distribution channel that remain subject to returns, estimated lag time of returns and historical return rates. The estimate of the level of products in the distribution channel is based primarily on data provided by key customers.
Profit Shares
For certain product sale arrangements, the Company earns a profit share upon the customer’s sell-through of the product purchased from the Company. The Company estimates its profit shares based on actual net sales, estimates of the level of inventory of its products in the distribution channel that remain subject to profit shares, and historical rates of profit shares earned. The estimate of the level of products in the distribution channel is based primarily on data provided by key customers.
v3.20.2
Acquisitions and Divestitures (Tables)
6 Months Ended
Jun. 30, 2020
Business Acquisition [Line Items]  
Schedule of Business Acquisition Pro Forma Data
The unaudited pro forma combined results of operations for the three and six months ended June 30, 2020 and 2019 (assuming the closing of the Acquisitions occurred on January 1, 2019) are as follows (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2020201920202019
Net revenue$464,662  $479,891  $989,965  $991,096  
Net (loss) income$(23,944) $(45,622) $92,472  $(178,006) 
Net (loss) income attributable to Amneal Pharmaceuticals, Inc.$(11,996) $(15,535) $101,438  $(65,712) 
AvKARE and R&S Acquisitions  
Business Acquisition [Line Items]  
Schedule of Purchase Price
The preliminary purchase price is calculated as follows (in thousands):
Cash$254,000  
Sellers Notes (1)
35,033  
Settlement of Amneal trade accounts receivable from R&S (2)
7,440  
Short-Term Seller Note (3)
1,000  
Working capital adjustment (4)
(2,640) 
Fair value consideration transferred$294,833  
(1)In accordance with ASC 805, Business Combinations, all consideration transferred was measured at its acquisition-date fair value. The Sellers Notes are stated at the preliminary fair value estimate of $35 million, which is the $44 million aggregate principal amount less a $9 million discount.  The fair value of the Sellers Notes was estimated using the Monte-Carlo simulation approach under the option pricing framework.
(2)Represents trade accounts receivable from R&S that was effectively settled upon closing of the Acquisitions.
(3)Represents the principal amount due on the Short-Term Seller Note, which approximates fair value.
(4)Represents estimated working capital adjustment pursuant to the terms of the purchase agreement.
Schedule of Purchase Price Allocation
The following is a summary of the preliminary purchase price allocation for the Acquisitions (in thousands):
Preliminary Fair Values as of
January 31, 2020
Trade accounts receivable, net$49,286  
Inventories68,115  
Prepaid expenses and other current assets7,401  
Related party receivables61  
Property, plant and equipment5,278  
Goodwill108,790  
Intangible assets, net130,800  
Operating lease right-of-use assets - related party5,544  
Total assets acquired375,275  
Accounts payable and accrued expenses61,891  
Related party payables1,532  
Operating lease liabilities - related party5,544  
Total liabilities assumed68,967  
Redeemable non-controlling interests11,475  
Fair value of consideration transferred$294,833  
Schedule of Acquired Intangible Assets
The acquired intangible assets are being amortized over their estimated useful lives as follows (in thousands):
Preliminary
Fair Values
Weighted-Average
Useful Life
Government licenses$66,700  7 years
Government contracts22,000  4 years
National contracts28,600  5 years
Customer relationships13,000  10 years
Trade name500  6 years
$130,800  
v3.20.2
Revenue Recognition (Tables)
6 Months Ended
Jun. 30, 2020
Revenue from Contract with Customer [Abstract]  
Schedule of Disaggregated Revenue The Company's significant therapeutic classes for its Generics and Specialty segments and sales channels for its AvKARE segment, as determined based on net revenue for each of the three and six months ended June 30, 2020 and 2019 are set forth below (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2020201920202019
Generics
Anti-Infective$9,722  $8,147  $22,776  $14,089  
Hormonal/Allergy89,277  92,293  177,919  195,018  
Antiviral955  1,346  16,779  15,802  
Central Nervous System (1)
96,228  117,398  195,810  242,173  
Cardiovascular System25,105  31,138  54,359  67,355  
Gastroenterology16,625  9,938  37,878  19,494  
Oncology16,567  21,746  31,422  36,705  
Metabolic Disease/Endocrine6,769  10,887  23,408  28,734  
Respiratory7,240  8,418  17,328  17,636  
Dermatology10,442  14,771  27,584  27,744  
Other therapeutic classes26,668  15,263  51,935  33,440  
International and other961  3,719  1,947  19,351  
Total Generics net revenue306,559  335,064  659,145  717,541  
Specialty
Hormonal/Allergy13,669  9,888  27,623  20,787  
Central Nervous System (1)
74,056  50,694  142,367  93,593  
Gastroenterology439  452  487  933  
Metabolic Disease/Endocrine203  89  476  630  
Other therapeutic classes5,889  8,455  11,280  17,278  
Total Specialty net revenue94,256  69,578  182,233  133,221  
AvKARE
Distribution31,839  —  63,425  —  
Government Label25,073  —  46,451  —  
Institutional4,511  —  7,924  —  
Other2,424  —  4,017  —  
Total AvKARE net revenue63,847  —  121,817  —  
Total net revenue$464,662  $404,642  $963,195  $850,762  
(1)During the three months ended September 30, 2019, operating results for Oxymorphone were reclassified from Generics to Specialty, where it is sold as a non-promoted product.  Prior period results have not been restated to reflect the reclassification.
Schedule of Major Categories of Sales-Related Deductions
A rollforward of the major categories of sales-related deductions for the six months ended June 30, 2020 is as follows (in thousands):
Contract
Charge - Backs
and Sales
Volume
Allowances
Cash Discount
Allowances
Accrued
Returns
Allowance
Accrued
Medicaid and
Commercial
Rebates
Balance at December 31, 2019$829,807  $34,308  $150,361  $114,960  
Impact from the Acquisitions12,444  944  15,229  10  
Provision related to sales recorded in the period2,025,733  60,000  49,285  69,685  
Credits/payments issued during the period(2,197,368) (71,093) (52,202) (63,062) 
Balance at June 30, 2020$670,616  $24,159  $162,673  $121,593  
v3.20.2
Restructuring and Other Charges (Tables)
6 Months Ended
Jun. 30, 2020
Restructuring and Related Activities [Abstract]  
Restructuring and Related Costs and Charges By Segment
The following table sets forth the components of the Company's restructuring and other charges (in thousands):
Three Months Ended
June 30,
Six Months Ended
June 30,
2020201920202019
Employee restructuring separation charges (1)
$—  $516  $46  $2,420  
Asset-related charges (2)
—  900  —  1,314  
Total employee and asset-related restructuring charges—  1,416  46  3,734  
Other employee severance charges (3)
333  1,419  2,335  5,262  
Total restructuring and other charges$333  $2,835  $2,381  $8,996  
(1)Employee restructuring separation charges include the cost of benefits provided pursuant to the Company's severance programs for employees impacted by the Plans at the Company's Hauppauge, NY, Hayward, CA and other facilities.
(2)Asset-related charges are primarily associated with the write-off of property, plant and equipment in connection with the closing of the Company's Hayward, CA facilities.
(3)Other employee severance charges are primarily associated with the cost of benefits for former senior executives.
The charges related to restructuring impacted segment earnings as follows (in thousands):
Three Months Ended
June 30,
Six Months Ended
June 30,
2020201920202019
Generics$—  $1,317  $46  $2,313  
Specialty—  —  —  178  
Corporate—  99  —  1,243  
Total employee and asset-related restructuring charges$—  $1,416  $46  $3,734  
Schedule of Restructuring Reserve
The following table shows the change in the employee separation-related liability associated with the Plans, which is included in accounts payable and accrued expenses (in thousands):
Employee
Restructuring
Balance at December 31, 2019$3,900  
Charges to income46  
Payments(2,185) 
Balance at June 30, 2020$1,761  
v3.20.2
(Loss) Earnings per Share (Tables)
6 Months Ended
Jun. 30, 2020
Earnings Per Share [Abstract]  
Schedule of Earnings (Loss) Per Share, Basic and Diluted
The following table sets forth reconciliations of the numerators and denominators used to compute basic and diluted (loss) earnings per share of Class A and Class B-1 Common Stock (in thousands, except per share amounts):
Three Months Ended
June 30,
Six Months Ended
June 30,
2020201920202019
Numerator:
Net (loss) income attributable to Amneal Pharmaceuticals, Inc.$(11,996) $(16,902) $103,071  $(64,783) 
Denominator:
Weighted-average shares outstanding - basic (1)
147,392  128,016  147,286  127,852  
Effect of dilutive securities:
Stock options—  —  278  —  
Restricted stock units—  —  745  —  
Weighted-average shares outstanding - diluted
147,392  128,016  148,309  127,852  
Net (loss) earnings per share attributable to Amneal Pharmaceuticals, Inc.'s common stockholders:
Class A and Class B-1 basic$(0.08) $(0.13) $0.70  $(0.51) 
Class A and Class B-1 diluted$(0.08) $(0.13) $0.69  $(0.51) 
(1) During the three months ended June 30, 2019, pursuant to the Company’s certificate of incorporation, the Company converted all 12.3 million of its issued and outstanding shares of Class B-1 Common Stock and such shares of Class B-1 Common Stock have been retired and may not be reissued by the Company. The weighted-average shares for the three and six months ended June 30, 2020 do not include Class B-1 Common Stock.
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share
The following table presents potentially dilutive securities excluded from the computations of diluted earnings per share of Class A and Class B-1 Common Stock (in thousands):
Three Months Ended
June 30,
Six Months Ended
June 30,
2020201920202019
Stock options
4,008  
(4)
8,407  
(4)
671  
(1)
8,407  
(4)
Restricted stock units
9,372  
(4)
2,894  
(4)
—  2,894  
(4)
Performance stock units
3,054  
(4)
465  
(4)
3,054  
(2)
465  
(4)
Shares of Class B Common Stock
152,117  
(3)
170,941  
(3)
152,117  
(3)
170,941  
(3)
(1)Excluded from the computation of diluted earnings per share of Class A Common Stock because the exercise price of the stock options exceeded the average market price of the Class A Common Stock during the period (out-of-the-money).
(2)Excluded from the computation of diluted earnings per share of Class A Common Stock because the performance vesting conditions were not met for the six months ended June 30, 2020.
(3)Shares of Class B Common Stock are considered potentially dilutive shares of Class A and Class B-1 Common Stock. Shares of Class B Common Stock have been excluded from the computations of diluted earnings per share of Class A and Class B-1 Common Stock because the effect of their inclusion would have been anti-dilutive under the if-converted method. As noted above, the weighted-average shares for the three and six months ended June 30, 2020 do not include Class B-1 Common Stock.  
(4)Excluded from the computation of diluted loss per share of Class A and Class B-1 Common Stock because the effect of their inclusion would have been anti-dilutive since there was a net loss attributable to the Company for three months ended June 30, 2020 and the three and six months ended June 30, 2019. As noted above, the weighted-average shares for the three and six months ended June 30, 2020 do not include Class B-1 Common Stock.
v3.20.2
Trade Accounts Receivable, Net (Tables)
6 Months Ended
Jun. 30, 2020
Receivables [Abstract]  
Schedule of Trade Accounts Receivable, Net
Trade accounts receivable, net is comprised of the following (in thousands):
June 30,
2020
December 31,
2019
Gross accounts receivable$1,280,380  $1,470,706  
Allowance for doubtful accounts(2,871) (2,201) 
Contract charge-backs and sales volume allowances(670,616) (829,807) 
Cash discount allowances(24,159) (34,308) 
Subtotal(697,646) (866,316) 
Trade accounts receivable, net$582,734  $604,390  
v3.20.2
Inventories (Tables)
6 Months Ended
Jun. 30, 2020
Inventory Disclosure [Abstract]  
Components of Inventories, Net of Reserves Inventories, net of reserves, are comprised of the following (in thousands):
June 30,
2020
December 31,
2019
Raw materials
$173,102  $172,159  
Work in process
47,435  58,188  
Finished goods
223,419  150,720  
Total inventories$443,956  $381,067  
v3.20.2
Prepaid and Other Current Assets (Tables)
6 Months Ended
Jun. 30, 2020
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]  
Schedule of Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets are comprised of the following (in thousands):
June 30,
2020
December 31,
2019
Deposits and advances$2,805  $1,123  
Prepaid insurance1,768  3,858  
Prepaid regulatory fees1,387  4,016  
Income and other tax receivables (1)
124,208  13,740  
Prepaid taxes3,503  3,255  
Other current receivables12,650  15,996  
Other prepaid assets38,427  28,176  
Total prepaid expenses and other current assets$184,748  $70,164  
(1)On March 27, 2020, President Trump signed into law the CARES Act. The CARES Act is an emergency economic stimulus package in response to the COVID-19 pandemic which, among other things, includes provisions relating to income and non-income-based tax laws.  Amneal recorded a U.S. federal income tax receivable of $110 million related to benefits associated with the CARES Act, of which $106 million was received in July 2020 and the remainder is expected to be received before December 31, 2020.  For further details, refer to Note 8. Income Taxes.
v3.20.2
Other Assets (Tables)
6 Months Ended
Jun. 30, 2020
Other Assets [Abstract]  
Schedule of Other Assets
Other assets are comprised of the following (in thousands):
June 30,
2020
December 31,
2019
Deferred revolving credit facility costs$3,174  $3,099  
Security deposits2,123  1,938  
Long-term prepaid expenses5,801  6,438  
Interest rate swap—  16,373  
Financing lease right-of-use assets10,222  11,442  
Other long-term assets7,411  4,980  
Total other assets$28,731  $44,270  
v3.20.2
Debt (Tables)
6 Months Ended
Jun. 30, 2020
Debt Disclosure [Abstract]  
Summary of Long-term Debt The following is a summary of the Company's long-term debt (in thousands):
June 30,
2020
December 31,
2019
Term Loan due May 2025$2,645,376  $2,658,876  
Rondo Term Loan due January 2025177,750  —  
Other624  624  
Total long-term debt2,823,750  2,659,500  
Less: debt issuance costs(29,416) (28,975) 
Total debt, net of debt issuance costs2,794,334  2,630,525  
Less: current portion of long-term debt(29,756) (21,479) 
Total long-term debt, net$2,764,578  $2,609,046  
v3.20.2
Other Long-Term Liabilities (Tables)
6 Months Ended
Jun. 30, 2020
Other Liabilities [Abstract]  
Schedule of Other Long-Term Liabilities Other long-term liabilities are comprised of the following (in thousands):
June 30,
2020
December 31,
2019
Interest rate swap (1)
$56,058  $—  
Uncertain tax positions3,648  5,088  
Long-term compensation (2)
20,183  22,735  
Financing lease liabilities3,162  3,869  
Other long-term liabilities10,721  7,891  
Total other long-term liabilities$93,772  $39,583  
v3.20.2
Fair Value Measurements (Tables)
6 Months Ended
Jun. 30, 2020
Fair Value Disclosures [Abstract]  
Assets and Liabilities Measured at Fair Value on a Recurring Basis The following table sets forth the Company’s financial assets and liabilities that were measured at fair value on a recurring basis as of June 30, 2020 and December 31, 2019 (in thousands):
Fair Value Measurement Based on
June 30, 2020TotalQuoted
Prices in
Active
Markets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
Liabilities
Interest rate swap (1)
$56,058  $—  $56,058  $—  
Deferred compensation plan liabilities (2)
14,983  —  14,983  —  
December 31, 2019
Assets
Interest rate swap (1)
$16,373  $—  $16,373  $—  
Liabilities
Deferred compensation plan liabilities (2)
$18,396  $—  $18,396  $—  
(1)The fair value measurement of the Company’s interest rate swap classified within Level 2 of the fair value hierarchy is a model-derived valuation as of a given date in which all significant inputs are observable in active markets including certain financial information and certain assumptions regarding past, present, and future market conditions.
(2)As of June 30, 2020, deferred compensation plan liabilities of $4 million and $11 million were recorded in current and non-current liabilities, respectively. As of December 31, 2019, deferred compensation plan liabilities of $4 million and $14 million were recorded in current and non-current liabilities, respectively. These liabilities are recorded at the value of the amount owed to the plan participants, with changes in value recognized as compensation expense. The calculation of the deferred compensation plan obligation is derived from observable market data by reference to hypothetical investments selected by the participants.
v3.20.2
Financial Instruments (Tables)
6 Months Ended
Jun. 30, 2020
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Summary of Fair Values of Derivative Instruments in Consolidated Balance Sheets A summary of the fair values of derivative instruments in the consolidated balance sheets was as follows (in thousands):
June 30, 2020December 31, 2019
Derivatives Designated as Hedging InstrumentsBalance Sheet
Classification
Fair ValueBalance Sheet
Classification
Fair Value
Variable-to-fixed interest rate swapOther long-term liabilities$56,058  Other assets$16,373  
v3.20.2
Segment Information (Tables)
6 Months Ended
Jun. 30, 2020
Segment Reporting [Abstract]  
Schedule of Segment Reporting Information, by Segment
The tables below present segment information reconciled to total Company financial results, with segment operating income or loss including gross profit less direct selling expenses, research and development expenses, and other operating expenses to the extent specifically identified by segment (in thousands):
Three Months Ended June 30, 2020
Generics (1)(2)
Specialty (2)
AvKARE (1)
Corporate
and Other
Total
Company
Net revenue
$306,559  $94,256  $63,847  $—  $464,662  
Cost of goods sold
218,909  50,229  50,528  —  319,666  
Cost of goods sold impairment charges
759  —  —  —  759  
Gross profit86,891  44,027  13,319  —  144,237  
Selling, general and administrative
12,802  16,870  15,647  35,625  80,944  
Research and development
40,316  5,256  —  —  45,572  
Intellectual property legal development expenses3,550  —  —  —  3,550  
Charges (gains) related to legal matters, net3,050  (1,750) —  —  1,300  
Other operating expenses657  82  —  1,381  2,120  
Operating income (loss)$26,516  $23,569  $(2,328) $(37,006) $10,751  
Six Months Ended June 30, 2020
Generics (1)(2)
Specialty (2)
AvKARE (1)
Corporate
and Other
Total
Company
Net revenue$659,145  $182,233  $121,817  $—  $963,195  
Cost of goods sold437,774  98,047  97,423  —  633,244  
Cost of goods sold impairment charges2,215  —  —  —  2,215  
Gross profit219,156  84,186  24,394  —  327,736  
Selling, general and administrative29,425  37,812  26,435  65,248  158,920  
Research and development69,350  12,601  —  —  81,951  
In-process research and development impairment charges960  —  —  —  960  
Intellectual property legal development expenses4,815   —  —  4,820  
Charges related to legal matters, net5,550  250  —  —  5,800  
Other operating expenses703  82  —  5,958  6,743  
Operating income (loss)$108,353  $33,436  $(2,041) $(71,206) $68,542  
(1)Operating results for the sale of Amneal products by AvKARE are included in Generics.
(2)During the three months ended September 30, 2019, operating results for Oxymorphone were reclassified from Generics to Specialty, where it is sold as a non-promoted product.  Prior period results have not been restated to reflect the reclassification.
Three Months Ended June 30, 2019GenericsSpecialtyCorporate
and Other
Total
Company
Net revenue$335,064  $69,578  $—  $404,642  
Cost of goods sold263,423  32,958  —  296,381  
Cost of goods sold impairment charges3,012  —  —  3,012  
Gross profit68,629  36,620  —  105,249  
Selling, general and administrative14,379  16,150  36,752  67,281  
Research and development45,448  2,568  —  48,016  
Intellectual property legal development expenses2,511  —  —  2,511  
Acquisition, transaction-related and integration expenses987  1,366  1,166  3,519  
Restructuring and other charges418  —  2,417  2,835  
Operating income (loss)$4,886  $16,536  $(40,335) $(18,913) 
Six Months Ended June 30, 2019GenericsSpecialtyCorporate
and Other
Total
Company
Net revenue$717,541  $133,221  $—  $850,762  
Cost of goods sold542,301  63,823  —  606,124  
Cost of goods sold impairment charges56,309  —  —  56,309  
Gross profit118,931  69,398  —  188,329  
Selling, general and administrative38,527  37,477  75,713  151,717  
Research and development95,599  6,275  —  101,874  
In-process research and development impairment charges22,787  —  —  22,787  
Intellectual property legal development expenses5,632  1,045  —  6,677  
Acquisition, transaction-related and integration expenses3,584  3,250  2,717  9,551  
Restructuring and other charges2,499  178  6,319  8,996  
Operating (loss) income$(49,697) $21,173  $(84,749) $(113,273) 
v3.20.2
Goodwill and Intangible Assets (Tables)
6 Months Ended
Jun. 30, 2020
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Goodwill
The changes in goodwill for the six months ended June 30, 2020 and for the year ended December 31, 2019 were as follows (in thousands):
June 30,
2020
December 31,
2019
Balance, beginning of period$419,504  $426,226  
Impax acquisition adjustment—  (1,255) 
Goodwill acquired during the period108,790  —  
Goodwill divested during the period—  (5,175) 
Currency translation(819) (292) 
Balance, end of period$527,475  $419,504  
Schedule of Finite-Lived Intangible Assets
Intangible assets at June 30, 2020 and December 31, 2019 are comprised of the following (in thousands):
June 30, 2020December 31, 2019
Weighted-Average
Amortization Period
(in years)
CostAccumulated
Amortization
NetCostAccumulated
Amortization
Net
Amortizing intangible assets:
Product rights9.5$1,189,785  $(265,284) $924,501  $1,197,535  $(198,857) $998,678  
Other intangible assets6.0133,800  (15,590) 118,210  3,000  (1,000) 2,000  
Subtotal$1,323,585  $(280,874) $1,042,711  $1,200,535  $(199,857) $1,000,678  
In-process research and development
381,115  —  381,115  382,075  —  382,075  
Total intangible assets$1,704,700  $(280,874) $1,423,826  $1,582,610  $(199,857) $1,382,753  
Finite-lived Intangible Assets Amortization Expense Amortization expense related to intangible assets recognized is as follows (in thousands):
Three Months Ended June 30,Six Months Ended June 30,
2020201920202019
Amortization$43,976  $34,796  $86,552  $65,759  
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense
The following table presents future amortization expense for the next five years and thereafter, excluding $381 million of IPR&D intangible assets (in thousands):
Future
Amortization
Remainder of 2020$88,633  
2021172,302  
2022157,964  
2023146,979  
2024140,021  
Thereafter336,812  
Total$1,042,711  
v3.20.2
Stockholders’ Equity and Redeemable Non-Controlling Interests (Tables)
6 Months Ended
Jun. 30, 2020
Equity [Abstract]  
Schedule of Changes in Accumulated Other Comprehensive Loss by Component
Changes in Accumulated Other Comprehensive Loss by Component (in thousands):
Foreign
currency
translation
adjustment
Unrealized
gain (loss) on cash
flow hedge, net
of tax
Accumulated
other
comprehensive
loss
Balance December 31, 2018$(7,755) $—  $(7,755) 
Other comprehensive (loss) income before reclassification(729) 7,764  7,035  
Amounts reclassified from accumulated other comprehensive loss
1,461  —  1,461  
Reallocation of ownership interests(809) —  (809) 
Balance December 31, 2019(7,832) 7,764  (68) 
Other comprehensive loss before reclassification(3,985) (35,622) (39,607) 
Reallocation of ownership interests(14) (7) (21) 
Balance June 30, 2020$(11,831) $(27,865) $(39,696) 
v3.20.2
Nature of Operations - Additional Information (Details)
$ / shares in Units, shares in Millions, $ in Millions
3 Months Ended 12 Months Ended
May 04, 2018
USD ($)
$ / shares
shares
Jun. 30, 2019
shares
Dec. 31, 2019
$ / shares
shares
Jun. 30, 2020
$ / shares
Class of Stock [Line Items]        
Common stock, par value (in usd per share)     $ 0.01  
Shares repurchased (percent) 15.00%      
Private Placement        
Class of Stock [Line Items]        
Sale of stock price per share (in dollars per share) $ 18.25      
Gross proceeds from stock issuance | $ $ 855      
Holdings        
Class of Stock [Line Items]        
Ownership percentage by noncontrolling owners (percent) 57.00%   51.00% 51.00%
Holdings | Private Placement And PPU Holders Distribution        
Class of Stock [Line Items]        
Decrease in noncontrolling ownership interest (percent) 18.00%      
Impax Acquisition | Holdings        
Class of Stock [Line Items]        
Ownership by parent (percent) 25.00%      
Ownership percentage by noncontrolling owners (percent) 75.00%      
Amneal Holdings, LLC | Impax Acquisition        
Class of Stock [Line Items]        
Shareholder ownership (percent) 75.00%      
Impax Common Stock Holders | Impax Acquisition        
Class of Stock [Line Items]        
Shareholder ownership (percent) 25.00%      
PIPE Investors        
Class of Stock [Line Items]        
Shareholder ownership (percent) 15.00%      
Class A Common Stock        
Class of Stock [Line Items]        
Common stock, par value (in usd per share) $ 0.01   $ 0.01 $ 0.01
Stock conversion ratio 1      
Conversion of Class B-1 Common Stock (in shares) | shares     12.3  
Class A Common Stock | Private Placement        
Class of Stock [Line Items]        
Sale of stock, number of shares issued in transaction (in shares) | shares 34.5      
Class A Common Stock | PPU Holders Distribution        
Class of Stock [Line Items]        
Sale of stock, number of shares issued in transaction (in shares) | shares 6.9      
Class B Common Stock        
Class of Stock [Line Items]        
Common stock, par value (in usd per share) $ 0.01   $ 0.01 $ 0.01
Class B-1 Common Stock        
Class of Stock [Line Items]        
Common stock, par value (in usd per share) $ 0.01      
Conversion of Class B-1 Common Stock (in shares) | shares   12.3    
Class B-1 Common Stock | Private Placement        
Class of Stock [Line Items]        
Sale of stock, number of shares issued in transaction (in shares) | shares 12.3      
Impax Laboratories, LLC        
Class of Stock [Line Items]        
Common stock, par value (in usd per share) $ 0.01      
v3.20.2
Acquisitions and Divestitures - Additional Information (Details) - USD ($)
1 Months Ended 3 Months Ended 6 Months Ended
Jan. 31, 2020
May 03, 2019
Mar. 30, 2019
Apr. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Dec. 31, 2019
Dec. 10, 2019
Dec. 31, 2018
Business Acquisition [Line Items]                      
Goodwill         $ 527,475,000   $ 527,475,000   $ 419,504,000   $ 426,226,000
Net revenue         464,662,000 $ 404,642,000 963,195,000 $ 850,762,000      
Operating loss         10,751,000 (18,913,000) 68,542,000 (113,273,000)      
Amortization expense from intangible assets         43,976,000 34,796,000 86,552,000 65,759,000      
Gain (loss) on sale of international businesses         123,000 (1,888,000) 123,000 6,930,000      
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Creo Pharma Holding Limited                      
Business Acquisition [Line Items]                      
Ownership percentage sold (percent)     100.00%                
Cash consideration, subsidiary       $ 32,000,000              
Carrying value, net assets     $ 22,000,000                
Carrying value, intangible assets sold     7,000,000                
Carrying value, goodwill     $ 5,000,000                
Gain (loss) on sale of international businesses         100,000     9,000,000      
Loss on disposition of business, recognition of foreign currency translation adjustments               3,000,000      
Payment for final settlement of the divestiture         500,000            
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Amneal Deutschland GmbH subsidiary ("ADG")                      
Business Acquisition [Line Items]                      
Ownership percentage sold (percent)   100.00%                  
Cash consideration, subsidiary   $ 3,000,000                  
Carrying value, net assets   7,000,000                  
Carrying value, goodwill   $ 500,000                  
Gain (loss) on sale of international businesses           $ (2,000,000)   $ (2,000,000)      
Disposal Group, Disposed of by Sale, Not Discontinued Operations | AI Sirona | Creo Pharma Holding Limited                      
Business Acquisition [Line Items]                      
Supply agreement period (up to)     2 years                
AvKARE                      
Business Acquisition [Line Items]                      
Goodwill         73,000,000   73,000,000        
Net revenue         63,847,000   121,817,000        
Generics                      
Business Acquisition [Line Items]                      
Goodwill         36,000,000   36,000,000        
Term Loan                      
Business Acquisition [Line Items]                      
Debt, face amount $ 180,000,000                    
AvKARE and R&S Acquisitions                      
Business Acquisition [Line Items]                      
Voting interest acquired (percent) 65.10%                 65.10%  
Total consideration, net of cash acquired $ 294,833,000                    
Consideration paid in cash on hand 254,000,000                    
Liabilities incurred, fair value 11,000,000                    
Working capital costs 2,000,000                    
Acquisition, transaction costs         0   1,000,000        
Goodwill         108,790,000   108,790,000        
Net revenue         67,000,000   132,000,000        
Operating loss         3,000,000   1,000,000        
Amortization expense from intangible assets         8,000,000   14,000,000        
AvKARE and R&S Acquisitions | Short Term Promissory Note                      
Business Acquisition [Line Items]                      
Liabilities incurred 1,000,000                    
AvKARE and R&S Acquisitions | Cash on Hand                      
Business Acquisition [Line Items]                      
Consideration paid in cash on hand 76,000,000                    
AvKARE and R&S Acquisitions | Long Term Promissory Notes                      
Business Acquisition [Line Items]                      
Liabilities incurred 44,000,000                    
Liabilities incurred, fair value 35,033,000                    
AvKARE and R&S Acquisitions | Debt                      
Business Acquisition [Line Items]                      
Consideration paid in cash on hand $ 178,000,000                    
AvKARE | AvKARE                      
Business Acquisition [Line Items]                      
Goodwill         $ 73,000,000   $ 73,000,000        
v3.20.2
Acquisitions and Divestitures - Payments to Acquire Business (Details) - AvKARE and R&S Acquisitions
$ in Thousands
Jan. 31, 2020
USD ($)
Business Acquisition [Line Items]  
Cash $ 254,000
Sellers Notes 11,000
Settlement of Amneal trade accounts receivable from R&S 7,440
Working capital adjustment (2,640)
Fair value consideration transferred 294,833
Short Term Promissory Note  
Business Acquisition [Line Items]  
Short-Term Seller Note 1,000
Long Term Promissory Notes  
Business Acquisition [Line Items]  
Sellers Notes 35,033
Short-Term Seller Note 44,000
Sellers notes discount $ 9,000
v3.20.2
Acquisitions and Divestitures - Preliminary Purchase Price Allocation for the Acquisitions (Details) - USD ($)
$ in Thousands
Jun. 30, 2020
Dec. 31, 2019
Dec. 31, 2018
Business Acquisition [Line Items]      
Goodwill $ 527,475 $ 419,504 $ 426,226
AvKARE and R&S Acquisitions      
Business Acquisition [Line Items]      
Trade accounts receivable, net 49,286    
Inventories 68,115    
Prepaid expenses and other current assets 7,401    
Related party receivables 61    
Property, plant and equipment 5,278    
Goodwill 108,790    
Intangible assets, net 130,800    
Operating lease right-of-use assets - related party 5,544    
Total assets acquired 375,275    
Accounts payable and accrued expenses 61,891    
Related party payables 1,532    
Operating lease liabilities - related party 5,544    
Total liabilities assumed 68,967    
Redeemable non-controlling interests 11,475    
Fair value of consideration transferred $ 294,833    
v3.20.2
Acquisitions and Divestitures - Acquired Intangible Assets (Details)
$ in Thousands
6 Months Ended
Jun. 30, 2020
USD ($)
Acquired Finite-Lived Intangible Assets [Line Items]  
Preliminary Fair Values $ 131,000
AvKARE and R&S Acquisitions  
Acquired Finite-Lived Intangible Assets [Line Items]  
Preliminary Fair Values 130,800
Government licenses | AvKARE and R&S Acquisitions  
Acquired Finite-Lived Intangible Assets [Line Items]  
Preliminary Fair Values $ 66,700
Weighted-Average Useful Life 7 years
Government contracts | AvKARE and R&S Acquisitions  
Acquired Finite-Lived Intangible Assets [Line Items]  
Preliminary Fair Values $ 22,000
Weighted-Average Useful Life 4 years
National contracts | AvKARE and R&S Acquisitions  
Acquired Finite-Lived Intangible Assets [Line Items]  
Preliminary Fair Values $ 28,600
Weighted-Average Useful Life 5 years
Customer relationships | AvKARE and R&S Acquisitions  
Acquired Finite-Lived Intangible Assets [Line Items]  
Preliminary Fair Values $ 13,000
Weighted-Average Useful Life 10 years
Trade name | AvKARE and R&S Acquisitions  
Acquired Finite-Lived Intangible Assets [Line Items]  
Preliminary Fair Values $ 500
Weighted-Average Useful Life 6 years
v3.20.2
Acquisitions and Divestitures - Pro Forma (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Business Combinations [Abstract]        
Net revenue $ 464,662 $ 479,891 $ 989,965 $ 991,096
Net (loss) income (23,944) (45,622) 92,472 (178,006)
Net (loss) income attributable to Amneal Pharmaceuticals, Inc. $ (11,996) $ (15,535) $ 101,438 $ (65,712)
v3.20.2
Revenue Recognition - Additional Information (Details)
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Revenue from Contract with Customer Benchmark | Three Largest Customers | Customer Concentration Risk        
Concentration Risk [Line Items]        
Concentration risk (percent) 84.00% 81.00% 83.00% 80.00%
v3.20.2
Revenue Recognition - Schedule of Disaggregated Revenue (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Disaggregation of Revenue [Line Items]        
Net revenue $ 464,662 $ 404,642 $ 963,195 $ 850,762
Generics        
Disaggregation of Revenue [Line Items]        
Net revenue 306,559 335,064 659,145 717,541
Specialty        
Disaggregation of Revenue [Line Items]        
Net revenue 94,256 69,578 182,233 133,221
AvKARE        
Disaggregation of Revenue [Line Items]        
Net revenue 63,847   121,817  
International and other | Generics        
Disaggregation of Revenue [Line Items]        
Net revenue 961 3,719 1,947 19,351
Anti-Infective | US | Generics        
Disaggregation of Revenue [Line Items]        
Net revenue 9,722 8,147 22,776 14,089
Hormonal/Allergy | US | Generics        
Disaggregation of Revenue [Line Items]        
Net revenue 89,277 92,293 177,919 195,018
Hormonal/Allergy | US | Specialty        
Disaggregation of Revenue [Line Items]        
Net revenue 13,669 9,888 27,623 20,787
Antiviral | US | Generics        
Disaggregation of Revenue [Line Items]        
Net revenue 955 1,346 16,779 15,802
Central Nervous System | US | Generics        
Disaggregation of Revenue [Line Items]        
Net revenue 96,228 117,398 195,810 242,173
Central Nervous System | US | Specialty        
Disaggregation of Revenue [Line Items]        
Net revenue 74,056 50,694 142,367 93,593
Cardiovascular System | US | Generics        
Disaggregation of Revenue [Line Items]        
Net revenue 25,105 31,138 54,359 67,355
Gastroenterology | US | Generics        
Disaggregation of Revenue [Line Items]        
Net revenue 16,625 9,938 37,878 19,494
Gastroenterology | US | Specialty        
Disaggregation of Revenue [Line Items]        
Net revenue 439 452 487 933
Oncology | US | Generics        
Disaggregation of Revenue [Line Items]        
Net revenue 16,567 21,746 31,422 36,705
Metabolic Disease/Endocrine | US | Generics        
Disaggregation of Revenue [Line Items]        
Net revenue 6,769 10,887 23,408 28,734
Metabolic Disease/Endocrine | US | Specialty        
Disaggregation of Revenue [Line Items]        
Net revenue 203 89 476 630
Respiratory | US | Generics        
Disaggregation of Revenue [Line Items]        
Net revenue 7,240 8,418 17,328 17,636
Dermatology | US | Generics        
Disaggregation of Revenue [Line Items]        
Net revenue 10,442 14,771 27,584 27,744
Other therapeutic classes | US | Generics        
Disaggregation of Revenue [Line Items]        
Net revenue 26,668 15,263 51,935 33,440
Other therapeutic classes | US | Specialty        
Disaggregation of Revenue [Line Items]        
Net revenue 5,889 $ 8,455 11,280 $ 17,278
Distribution | US | AvKARE        
Disaggregation of Revenue [Line Items]        
Net revenue 31,839   63,425  
Government Label | US | AvKARE        
Disaggregation of Revenue [Line Items]        
Net revenue 25,073   46,451  
Institutional | US | AvKARE        
Disaggregation of Revenue [Line Items]        
Net revenue 4,511   7,924  
Other | US | AvKARE        
Disaggregation of Revenue [Line Items]        
Net revenue $ 2,424   $ 4,017  
v3.20.2
Revenue Recognition - Schedule of Major Categories of Sales-Related Deductions (Details)
$ in Thousands
6 Months Ended
Jun. 30, 2020
USD ($)
Contract Charge - Backs and Sales Volume Allowances  
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items]  
Balance, beginning of period $ 829,807
Impact from the Acquisitions 12,444
Provision related to sales recorded in the period 2,025,733
Credits/payments issued during the period (2,197,368)
Balance, end of period 670,616
Cash Discount Allowances  
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items]  
Balance, beginning of period 34,308
Impact from the Acquisitions 944
Provision related to sales recorded in the period 60,000
Credits/payments issued during the period (71,093)
Balance, end of period 24,159
Accrued Returns Allowance  
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items]  
Balance, beginning of period 150,361
Impact from the Acquisitions 15,229
Provision related to sales recorded in the period 49,285
Credits/payments issued during the period (52,202)
Balance, end of period 162,673
Accrued Medicaid and Commercial Rebates  
SEC Schedule, 12-09, Valuation and Qualifying Accounts Disclosure [Line Items]  
Balance, beginning of period 114,960
Impact from the Acquisitions 10
Provision related to sales recorded in the period 69,685
Credits/payments issued during the period (63,062)
Balance, end of period $ 121,593
v3.20.2
Alliance and Collaboration - Additional Information (Details) - USD ($)
3 Months Ended 6 Months Ended 12 Months Ended 57 Months Ended
Dec. 31, 2018
Nov. 09, 2018
Aug. 16, 2018
May 07, 2018
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Dec. 31, 2019
Dec. 31, 2020
Mar. 22, 2019
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                      
Expensed to costs of goods sold         $ 319,666,000 $ 296,381,000 $ 633,244,000 $ 606,124,000      
Research and development         45,572,000 48,016,000 81,951,000 101,874,000      
JSP License And Commercialization Agreement                      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                      
Collaborative arrangement term     10 years                
Accrued up-front license contingent payment                     $ 50,000,000
JSP And Lannett Company Transition Agreement                      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                      
Payment of non-refundable payment $ 4,000,000 $ 47,000,000                  
Expensed to costs of goods sold           37,000,000 0        
JSP And Lannett Company Transition Agreement | Unsold Inventory                      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                      
Expensed to costs of goods sold                 $ 1,000,000    
Biosimilar Licensing and Supply Agreement                      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                      
Collaborative arrangement maximum contingent payments amount       $ 72,000,000              
Research and development         5,000,000 0 5,000,000 1,000,000      
Astra Zeneca                      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                      
Expensed to costs of goods sold         $ 5,000,000 $ 5,000,000 $ 9,000,000 $ 9,000,000      
Astra Zeneca | Forecast                      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                      
Collaborative arrangement reduced royalty                   $ 30,000,000  
v3.20.2
Restructuring and Other Charges - Additional Information (Details) - New York Manufacturing Facility - Forecast
6 Months Ended
Dec. 31, 2020
employee
Minimum  
Restructuring Cost and Reserve [Line Items]  
Expected reduction to headcount 300
Maximum  
Restructuring Cost and Reserve [Line Items]  
Expected reduction to headcount 350
v3.20.2
Restructuring and Other Charges - Restructuring Charges (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Restructuring Cost and Reserve [Line Items]        
Restructuring and other charges $ 333 $ 2,835 $ 2,381 $ 8,996
Corporate        
Restructuring Cost and Reserve [Line Items]        
Restructuring and other charges   2,417   6,319
Employee restructuring and separation charges        
Restructuring Cost and Reserve [Line Items]        
Restructuring and other charges 0 516 46 2,420
Asset-related charges        
Restructuring Cost and Reserve [Line Items]        
Restructuring and other charges 0 900 0 1,314
Total employee and asset-related restructuring charges        
Restructuring Cost and Reserve [Line Items]        
Restructuring and other charges 0 1,416 46 3,734
Total employee and asset-related restructuring charges | Generics        
Restructuring Cost and Reserve [Line Items]        
Restructuring and other charges 0 1,317 46 2,313
Total employee and asset-related restructuring charges | Specialty        
Restructuring Cost and Reserve [Line Items]        
Restructuring and other charges 0 0 0 178
Total employee and asset-related restructuring charges | Corporate        
Restructuring Cost and Reserve [Line Items]        
Restructuring and other charges 0 99 0 1,243
Other employee severance charges        
Restructuring Cost and Reserve [Line Items]        
Restructuring and other charges $ 333 $ 1,419 $ 2,335 $ 5,262
v3.20.2
Restructuring and Other Charges - Restructuring Rollforward (Details) - Employee Restructuring
$ in Thousands
6 Months Ended
Jun. 30, 2020
USD ($)
Restructuring Reserve [Roll Forward]  
Beginning balance $ 3,900
Charges to income 46
Payments (2,185)
Ending balance $ 1,761
v3.20.2
(Loss) Earnings per Share - Computation of Basic and Diluted Earnings (Loss) per Share (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended 12 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Dec. 31, 2019
Numerator:          
Net (loss) income attributable to Amneal Pharmaceuticals, Inc. $ (11,996) $ (16,902) $ 103,071 $ (64,783)  
Denominator:          
Weighted-average shares outstanding - basic (in shares) 147,392 128,016 147,286 127,852  
Effect of dilutive securities:          
Weighted-average shares outstanding - diluted (in shares) 147,392 128,016 148,309 127,852  
Net (loss) earnings per share attributable to Amneal Pharmaceuticals, Inc.'s common stockholders:          
Basic (in usd per share) $ (0.08) $ (0.13) $ 0.70 $ (0.51)  
Diluted (in usd per share) $ (0.08) $ (0.13) $ 0.69 $ (0.51)  
Stock options          
Effect of dilutive securities:          
Effect of dilutive securities (in shares) 0 0 278 0  
Restricted stock units          
Effect of dilutive securities:          
Effect of dilutive securities (in shares) 0 0 745 0  
Class A Common Stock          
Net (loss) earnings per share attributable to Amneal Pharmaceuticals, Inc.'s common stockholders:          
Conversion of Class B-1 Common Stock (in shares)         12,300
Class B-1 Common Stock          
Net (loss) earnings per share attributable to Amneal Pharmaceuticals, Inc.'s common stockholders:          
Conversion of Class B-1 Common Stock (in shares)   12,300      
v3.20.2
(Loss) Earnings per Share - Securities Excluded from Diluted Earnings per Share Computation (Details) - shares
shares in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Stock options        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Potentially dilutive securities excluded from earnings per share (in shares) 4,008 8,407 671 8,407
Restricted stock units        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Potentially dilutive securities excluded from earnings per share (in shares) 9,372 2,894 0 2,894
Performance stock units        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Potentially dilutive securities excluded from earnings per share (in shares) 3,054 465 3,054 465
Class B Common Stock        
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Potentially dilutive securities excluded from earnings per share (in shares) 152,117 170,941 152,117 170,941
v3.20.2
Income Taxes - Additional Information (Details) - USD ($)
$ in Thousands
1 Months Ended 3 Months Ended 6 Months Ended
May 04, 2018
Jul. 31, 2020
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Mar. 27, 2020
Dec. 31, 2019
Subsequent Event [Line Items]                
Income tax expense (benefit)     $ 2,186 $ (5,701) $ (105,987) $ (14,129)    
Effective tax rate (percent)     (10.00%) 10.10% 1259.70% 7.50%    
Valuation allowance               $ 428,000
Net operating loss carryforwards     $ 345,000   $ 345,000      
Deferred tax assets, discrete income tax benefit         110,000      
Income tax receivable, net operating loss carryback related to the CARES act             $ 110,000  
Percentage of tax receivable agreement paid to other holders of Amneal common units (percent) 85.00%              
Liabilities under tax receivable agreement     $ 202,000   $ 202,000      
Subsequent Event                
Subsequent Event [Line Items]                
Income tax receivable, amount refunded   $ 106,000            
Income tax receivable, net operating loss carryback related to the CARES act   $ 110,000            
v3.20.2
Trade Accounts Receivable, Net - Schedule of Trade Accounts Receivable, Net (Details) - USD ($)
$ in Thousands
Jun. 30, 2020
Dec. 31, 2019
Receivables [Abstract]    
Gross accounts receivable $ 1,280,380 $ 1,470,706
Allowance for doubtful accounts (2,871) (2,201)
Contract charge-backs and sales volume allowances (670,616) (829,807)
Cash discount allowances (24,159) (34,308)
Subtotal (697,646) (866,316)
Trade accounts receivable, net $ 582,734 $ 604,390
v3.20.2
Trade Accounts Receivable, Net - Additional Information (Details) - Customer Concentration Risk - Accounts Receivable
6 Months Ended 12 Months Ended
Jun. 30, 2020
Dec. 31, 2019
Customer A    
Concentration Risk [Line Items]    
Concentration risk (percent) 37.00% 39.00%
Customer B    
Concentration Risk [Line Items]    
Concentration risk (percent) 25.00% 25.00%
Customer C    
Concentration Risk [Line Items]    
Concentration risk (percent) 25.00% 25.00%
v3.20.2
Inventories - Components of Inventories, Net of Reserves (Details) - USD ($)
$ in Thousands
Jun. 30, 2020
Dec. 31, 2019
Inventory Disclosure [Abstract]    
Raw materials $ 173,102 $ 172,159
Work in process 47,435 58,188
Finished goods 223,419 150,720
Total inventories $ 443,956 $ 381,067
v3.20.2
Prepaid and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($)
$ in Thousands
1 Months Ended
Jul. 31, 2020
Jun. 30, 2020
Mar. 27, 2020
Dec. 31, 2019
Subsequent Event [Line Items]        
Deposits and advances   $ 2,805   $ 1,123
Prepaid insurance   1,768   3,858
Prepaid regulatory fees   1,387   4,016
Income and other tax receivables   124,208   13,740
Prepaid taxes   3,503   3,255
Other current receivables   12,650   15,996
Other prepaid assets   38,427   28,176
Total prepaid expenses and other current assets   $ 184,748   $ 70,164
Income tax receivable, net operating loss carryback related to the CARES act     $ 110,000  
Subsequent Event        
Subsequent Event [Line Items]        
Income tax receivable, net operating loss carryback related to the CARES act $ 110,000      
Income tax receivable, amount refunded $ 106,000      
v3.20.2
Other Assets - Schedule of Other Assets (Details) - USD ($)
$ in Thousands
Jun. 30, 2020
Dec. 31, 2019
Other Assets [Line Items]    
Other assets $ 28,731 $ 44,270
Deferred revolving credit facility costs    
Other Assets [Line Items]    
Other assets 3,174 3,099
Security deposits    
Other Assets [Line Items]    
Other assets 2,123 1,938
Long-term prepaid expenses    
Other Assets [Line Items]    
Other assets 5,801 6,438
Interest rate swap    
Other Assets [Line Items]    
Other assets 0 16,373
Financing lease right-of-use assets    
Other Assets [Line Items]    
Other assets 10,222 11,442
Other long-term assets    
Other Assets [Line Items]    
Other assets $ 7,411 $ 4,980
v3.20.2
Debt - Summary of Long-term Debt (Details) - USD ($)
$ in Thousands
Jun. 30, 2020
Dec. 31, 2019
Debt Instrument [Line Items]    
Long-term debt $ 2,823,750 $ 2,659,500
Less: debt issuance costs (29,416) (28,975)
Total debt, net of debt issuance costs 2,794,334 2,630,525
Less: current portion of long-term debt (29,756) (21,479)
Total long-term debt, net 2,764,578 2,609,046
Other    
Debt Instrument [Line Items]    
Long-term debt 624 624
Term Loan due May 2025    
Debt Instrument [Line Items]    
Long-term debt 2,645,376 2,658,876
Rondo Term Loan due January 2025    
Debt Instrument [Line Items]    
Long-term debt $ 177,750 $ 0
v3.20.2
Debt - Additional Information (Details) - USD ($)
3 Months Ended 6 Months Ended
Jan. 31, 2020
May 04, 2018
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Mar. 31, 2020
Debt Instrument [Line Items]              
Amortization of debt issuance costs     $ 1,000,000 $ 1,000,000 $ 3,000,000 $ 3,000,000  
Repayments of principal in year three $ 9,000,000            
Repayments of principal in year four 9,000,000 $ 27,000,000          
Repayments of principal in year five 9,000,000 27,000,000          
Repayments of principal thereafter 9,000,000            
AvKARE and R&S Acquisitions              
Debt Instrument [Line Items]              
Liabilities incurred, fair value 11,000,000            
Rondo Revolving Credit Facility              
Debt Instrument [Line Items]              
Maximum borrowing capacity 30,000,000            
Borrowings on credit facility     0   0    
Rondo Term Loan              
Debt Instrument [Line Items]              
Principal amount of debt $ 180,000,000            
Quarterly installment rate (percent) 5.00%            
Debt issuance costs, gross $ 3,000,000            
Repayments of principal remainder of fiscal year 9,000,000            
Repayments of principal in year two $ 9,000,000            
Rondo Credit Facility              
Debt Instrument [Line Items]              
Basis spread on variable rate (percent) 3.00%            
Stated interest rate, increase or decrease (percent) 0.25%            
Commitment fee percentage on unused capacity (percent) 0.40%            
Debt issuance costs, gross $ 1,000,000            
Rondo Credit Facility | Minimum              
Debt Instrument [Line Items]              
Commitment fee percentage on unused capacity (percent) 0.25%            
Rondo Credit Facility | Maximum              
Debt Instrument [Line Items]              
Commitment fee percentage on unused capacity (percent) 0.50%            
Amortization of debt issuance costs     1,000,000   1,000,000    
Senior Secured Credit Facility              
Debt Instrument [Line Items]              
Repayments of principal remainder of fiscal year   27,000,000          
Repayments of principal in year two   27,000,000          
Repayments of principal in year three   27,000,000          
Repayments of principal thereafter   27,000,000          
Senior Secured Credit Facility | Senior Credit Facility Term Loan Due May2025              
Debt Instrument [Line Items]              
Principal amount of debt   $ 2,700,000,000          
Quarterly installment rate (percent)   1.00%          
Debt issuance costs, gross   $ 38,000,000          
Senior Secured Credit Facility | Senior Credit Facility Term Loan Due May2025 | London Interbank Offered Rate (LIBOR)              
Debt Instrument [Line Items]              
Basis spread on variable rate (percent)   3.50%          
Line of Credit | Senior Secured Asset-Backed Revolving Credit Facility              
Debt Instrument [Line Items]              
Maximum borrowing capacity   $ 500,000,000          
Available maximum borrowing capacity     $ 414,000,000   $ 414,000,000    
Stated interest rate, increase or decrease (percent)   0.25%          
Borrowings on credit facility             $ 300,000,000
Commitment fee percentage on unused capacity (percent)   0.375%          
Debt issuance costs, gross   $ 5,000,000          
Line of Credit | Senior Secured Asset-Backed Revolving Credit Facility | Minimum              
Debt Instrument [Line Items]              
Commitment fee percentage on unused capacity (percent)   0.25%          
Line of Credit | Senior Secured Asset-Backed Revolving Credit Facility | Maximum              
Debt Instrument [Line Items]              
Commitment fee percentage on unused capacity (percent)   0.375%          
Line of Credit | Senior Secured Asset-Backed Revolving Credit Facility | London Interbank Offered Rate (LIBOR)              
Debt Instrument [Line Items]              
Basis spread on variable rate (percent)   1.25%          
Line of Credit | Senior Secured Asset-Backed Revolving Credit Facility | Letter of Credit              
Debt Instrument [Line Items]              
Available maximum borrowing capacity   $ 25,000,000          
Long Term Promissory Notes | AvKARE and R&S Acquisitions              
Debt Instrument [Line Items]              
Liabilities incurred $ 44,000,000            
Interest rate (percent) 5.00%            
Liabilities incurred, fair value $ 35,033,000            
Sellers notes discount 9,000,000            
Short Term Promissory Note | AvKARE and R&S Acquisitions              
Debt Instrument [Line Items]              
Liabilities incurred $ 1,000,000            
Interest rate (percent) 1.60%            
Liabilities incurred, fair value $ 1,000,000            
v3.20.2
Other Long-Term Liabilities - Schedule of Other Long-Term Liabilities (Details) - USD ($)
$ in Thousands
Jun. 30, 2020
Dec. 31, 2019
Other Liabilities [Line Items]    
Other long-term liabilities $ 93,772 $ 39,583
Long-term deferred compensation plan liabilities 14,983 18,396
Long-term employee benefit 8,000  
Long-term severance liabilities 1,000  
Interest rate swap    
Other Liabilities [Line Items]    
Other long-term liabilities 56,058 0
Uncertain tax positions    
Other Liabilities [Line Items]    
Other long-term liabilities 3,648 5,088
Long-term compensation    
Other Liabilities [Line Items]    
Other long-term liabilities 20,183 22,735
Long-term deferred compensation plan liabilities 11,000  
Financing lease liabilities    
Other Liabilities [Line Items]    
Other long-term liabilities 3,162 3,869
Other long-term liabilities    
Other Liabilities [Line Items]    
Other long-term liabilities $ 10,721 $ 7,891
v3.20.2
Fair Value Measurements - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - USD ($)
$ in Thousands
Jun. 30, 2020
Dec. 31, 2019
Liabilities    
Interest rate swap $ 56,058  
Deferred compensation plan liabilities 14,983 $ 18,396
Assets    
Interest rate swap   16,373
Current Liabilities    
Liabilities    
Deferred compensation plan liabilities 4,000 4,000
Non-current Liabilities    
Liabilities    
Deferred compensation plan liabilities 11,000 14,000
Quoted Prices in Active Markets (Level 1)    
Liabilities    
Interest rate swap 0  
Deferred compensation plan liabilities 0 0
Assets    
Interest rate swap   0
Significant Other Observable Inputs (Level 2)    
Liabilities    
Interest rate swap 56,058  
Deferred compensation plan liabilities 14,983 18,396
Assets    
Interest rate swap   16,373
Significant Unobservable Inputs (Level 3)    
Liabilities    
Interest rate swap 0  
Deferred compensation plan liabilities $ 0 0
Assets    
Interest rate swap   $ 0
v3.20.2
Fair Value Measurements - Additional Information (Details) - USD ($)
Jun. 30, 2020
Jan. 31, 2020
Dec. 31, 2019
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Long term debt $ 2,794,334,000   $ 2,630,525,000
Significant Other Observable Inputs (Level 2) | Short Term Promissory Note      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Short-term sellers note 1,000,000    
Term Loan | Rondo      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Long-term debt fair value 174,000,000    
Term Loan | Significant Other Observable Inputs (Level 2)      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Debt, face amount 2,600,000,000    
Long-term debt fair value 2,400,000,000   $ 2,400,000,000
Term Loan | Significant Other Observable Inputs (Level 2) | Rondo      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Debt, face amount   $ 178,000,000  
Sellers Notes | Significant Other Observable Inputs (Level 2)      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Long term debt $ 36,000,000    
v3.20.2
Financial Instruments - Additional Information (Details) - USD ($)
Jun. 30, 2020
Oct. 31, 2019
Jun. 30, 2019
Derivative [Line Items]      
Net of income taxes, recognized in accumulated other comprehensive loss $ 56,000,000   $ 0
Accumulated other comprehensive loss      
Derivative [Line Items]      
Net of income taxes, recognized in accumulated other comprehensive loss 28,000,000    
Non-Controlling Interests      
Derivative [Line Items]      
Net of income taxes, recognized in accumulated other comprehensive loss $ 28,000,000    
Interest Rate Lock Agreement      
Derivative [Line Items]      
Notional amount   $ 1,300,000,000  
v3.20.2
Financial Instruments - Summary of Fair Values of Derivative Instruments in Consolidated Balance Sheets (Details) - USD ($)
$ in Thousands
Jun. 30, 2020
Dec. 31, 2019
Derivative [Line Items]    
Fair Value $ 56,058  
Fair Value   $ 16,373
Variable to Fixed Interest Rate Swap | Designated as Hedging Instrument | Other long-term liabilities    
Derivative [Line Items]    
Fair Value $ 56,058  
Variable to Fixed Interest Rate Swap | Designated as Hedging Instrument | Other Assets    
Derivative [Line Items]    
Fair Value   $ 16,373
v3.20.2
Commitments and Contingencies - Additional Information (Details)
$ in Thousands
1 Months Ended 2 Months Ended 3 Months Ended 6 Months Ended 11 Months Ended
Jun. 03, 2020
USD ($)
Mar. 02, 2020
USD ($)
Jul. 31, 2019
defendant
Jun. 10, 2019
defendant
Mar. 15, 2019
defendant
Mar. 14, 2019
defendant
Feb. 15, 2019
company
Feb. 07, 2019
defendant
Jan. 23, 2019
defendant
Dec. 31, 2018
defendant
Oct. 04, 2018
defendant
Aug. 24, 2018
defendant
Jul. 18, 2018
defendant
Jul. 09, 2018
defendant
Jun. 18, 2018
request
May 30, 2018
defendant
Mar. 27, 2018
defendant
Mar. 15, 2018
defendant
company
Aug. 17, 2017
company
defendant
Apr. 06, 2017
complaint
drug
Mar. 31, 2019
defendant
May 31, 2016
USD ($)
settlement_demand
Mar. 31, 2019
defendant
Nov. 30, 2018
defendant
Jun. 30, 2020
USD ($)
case
Jun. 30, 2020
USD ($)
case
Apr. 30, 2015
complaint
Dec. 31, 2019
USD ($)
Nov. 01, 2019
state
May 10, 2019
state
Feb. 21, 2019
complaint
Mar. 13, 2015
Medication
Loss Contingencies [Line Items]                                                                
Number of generic medication included in antitrust division of DOJ | Medication                                                               4
Opana ER                                                                
Loss Contingencies [Line Items]                                                                
Number of complaints styled as class actions | complaint                                                     14          
Texas State Attorney General Civil Investigative Demand                                                                
Loss Contingencies [Line Items]                                                                
Number of settlement demands | settlement_demand                                           2                    
Damages sought, initial demand aggregate total                                           $ 36,000                    
Alleged overpayments                                           $ 16,000                    
Generic Digoxin and Doxycycline Antitrust Litigation                                                                
Loss Contingencies [Line Items]                                                                
Number of generic drugs included in consolidation of civil actions | drug                                       18                        
Number of states, filed civil lawsuit | state                                                           43    
Number of claims filed on behalf of additional states and territories | state                                                         9      
Number of defendants | defendant     87                                                          
Digoxin And Lidocaine-prilocaine Litigation                                                                
Loss Contingencies [Line Items]                                                                
Number of complaints styled as class actions | complaint                                       2                        
Number of complaints filed by opt-out plaintiffs | complaint                                                             2  
Digoxin And Lidocaine-prilocaine Litigation | End-Payor Plaintiff                                                                
Loss Contingencies [Line Items]                                                                
Number of claims dismissed | company             7                                                  
Digoxin And Lidocaine-prilocaine Litigation | Indirect Reseller Plaintiff                                                                
Loss Contingencies [Line Items]                                                                
Number of claims dismissed | company             6                                                  
Teva Pharmaceuticals USA, Inc                                                                
Loss Contingencies [Line Items]                                                                
Damages sought, initial demand aggregate total   $ 3,860                                                            
Opiod Medications Litigation                                                                
Loss Contingencies [Line Items]                                                                
Number of defendants | defendant       20 29 31   20 18 32 45 18 41 55   4 35 51 5   39   37 37                
Number of healthcare provider defendants | company                                     3                          
Number of counties filing a complaint (more than) | company                                   60                            
Number of cities filing a complaint | company                                   12                            
Number of CID requests | request                             11                                  
West Virginia and Kentucky Hospitals                                                                
Loss Contingencies [Line Items]                                                                
Number of cases | case                                                 26 26            
Number of additional cases | case                                                 5 5            
Kathryn Eaton Vs. Teva Canada Limited                                                                
Loss Contingencies [Line Items]                                                                
Damages sought, initial demand aggregate total $ 2,750,000                                                              
Commercial Legal Proceedings and Claims                                                                
Loss Contingencies [Line Items]                                                                
Net charge for legal proceedings                                                 $ 1,000 $ 6,000            
Commercial and Governmental Legal Proceedings and Claims                                                                
Loss Contingencies [Line Items]                                                                
Liability related to legal proceedings                                                 $ 16,000 $ 16,000   $ 17,000        
v3.20.2
Segment Information - Additional Information (Details)
6 Months Ended
Jun. 30, 2020
product
Segment Reporting [Abstract]  
Number of product families 250
v3.20.2
Segment Information - Schedules of Segment Information (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Segment Reporting Information [Line Items]        
Net revenue $ 464,662 $ 404,642 $ 963,195 $ 850,762
Cost of goods sold 319,666 296,381 633,244 606,124
Cost of goods sold impairment charges 759 3,012 2,215 56,309
Gross profit 144,237 105,249 327,736 188,329
Selling, general and administrative 80,944 67,281 158,920 151,717
Research and development 45,572 48,016 81,951 101,874
In-process research and development impairment charges 0 0 960 22,787
Intellectual property legal development expenses 3,550 2,511 4,820 6,677
Acquisition, transaction-related and integration expenses 1,787 3,519 4,362 9,551
Charges (gains) related to legal matters, net 1,300 0 5,800 0
Other operating expenses 2,120   6,743  
Restructuring and other charges 333 2,835 2,381 8,996
Operating income (loss) 10,751 (18,913) 68,542 (113,273)
Generics        
Segment Reporting Information [Line Items]        
Net revenue 306,559 335,064 659,145 717,541
AvKARE        
Segment Reporting Information [Line Items]        
Net revenue 63,847   121,817  
Operating Segments | Generics        
Segment Reporting Information [Line Items]        
Net revenue 306,559 335,064 659,145 717,541
Cost of goods sold 218,909 263,423 437,774 542,301
Cost of goods sold impairment charges 759 3,012 2,215 56,309
Gross profit 86,891 68,629 219,156 118,931
Selling, general and administrative 12,802 14,379 29,425 38,527
Research and development 40,316 45,448 69,350 95,599
In-process research and development impairment charges     960 22,787
Intellectual property legal development expenses 3,550 2,511 4,815 5,632
Acquisition, transaction-related and integration expenses   987   3,584
Charges (gains) related to legal matters, net 3,050   5,550  
Other operating expenses 657   703  
Restructuring and other charges   418   2,499
Operating income (loss) 26,516 4,886 108,353 (49,697)
Operating Segments | Specialty        
Segment Reporting Information [Line Items]        
Net revenue 94,256 69,578 182,233 133,221
Cost of goods sold 50,229 32,958 98,047 63,823
Cost of goods sold impairment charges 0 0 0 0
Gross profit 44,027 36,620 84,186 69,398
Selling, general and administrative 16,870 16,150 37,812 37,477
Research and development 5,256 2,568 12,601 6,275
In-process research and development impairment charges     0 0
Intellectual property legal development expenses 0 0 5 1,045
Acquisition, transaction-related and integration expenses   1,366   3,250
Charges (gains) related to legal matters, net (1,750)   250  
Other operating expenses 82   82  
Restructuring and other charges   0   178
Operating income (loss) 23,569 16,536 33,436 21,173
Operating Segments | AvKARE        
Segment Reporting Information [Line Items]        
Net revenue 63,847   121,817  
Cost of goods sold 50,528   97,423  
Cost of goods sold impairment charges 0   0  
Gross profit 13,319   24,394  
Selling, general and administrative 15,647   26,435  
Research and development 0   0  
In-process research and development impairment charges     0  
Intellectual property legal development expenses 0   0  
Charges (gains) related to legal matters, net 0   0  
Other operating expenses 0   0  
Operating income (loss) (2,328)   (2,041)  
Corporate and Other        
Segment Reporting Information [Line Items]        
Net revenue 0 0 0 0
Cost of goods sold 0 0 0 0
Cost of goods sold impairment charges 0 0 0 0
Gross profit 0 0 0 0
Selling, general and administrative 35,625 36,752 65,248 75,713
Research and development 0 0 0 0
In-process research and development impairment charges     0 0
Intellectual property legal development expenses 0 0 0 0
Acquisition, transaction-related and integration expenses   1,166   2,717
Charges (gains) related to legal matters, net 0   0  
Other operating expenses 1,381   5,958  
Restructuring and other charges   2,417   6,319
Operating income (loss) $ (37,006) $ (40,335) $ (71,206) $ (84,749)
v3.20.2
Related Party Transactions - Additional Information (Details)
1 Months Ended 3 Months Ended 6 Months Ended 12 Months Ended
Oct. 01, 2017
May 31, 2020
USD ($)
Dec. 31, 2019
USD ($)
Jul. 31, 2019
USD ($)
Oct. 31, 2017
USD ($)
Jun. 30, 2020
USD ($)
Jun. 30, 2019
USD ($)
Jun. 30, 2020
USD ($)
building
lease_agreement
Jun. 30, 2019
USD ($)
Dec. 31, 2019
USD ($)
Jun. 06, 2019
USD ($)
product
Related Party Transaction [Line Items]                      
Related party receivables     $ 1,767,000     $ 1,164,000   $ 1,164,000   $ 1,767,000  
Related party payable - short term     5,969,000     8,455,000   8,455,000   5,969,000  
Kashiv Bio Sciences License and Commercialization Agreement                      
Related Party Transaction [Line Items]                      
Collaborative arrangement term 10 years                    
Collaborative arrangement, upfront payment         $ 2,000,000            
Collaborative arrangement, profit share (percent)         50.00%            
Kashiv Bio Sciences License and Commercialization Agreement | Regulatory Approval                      
Related Party Transaction [Line Items]                      
Collaborative arrangement maximum contingent payments amount         $ 21,000,000            
Kashiv Bio Sciences License and Commercialization Agreement | Successful Delivery of Commercial Launch Inventory                      
Related Party Transaction [Line Items]                      
Collaborative arrangement maximum contingent payments amount         43,000,000            
Kashiv Product Development Agreement                      
Related Party Transaction [Line Items]                      
Collaborative arrangement, upfront payment   $ 300,000                  
Kashiv Product Development Agreement | Regulatory Approval                      
Related Party Transaction [Line Items]                      
Collaborative arrangement maximum contingent payments amount   300,000                  
Kashiv Product Development Agreement | Achievement of Cumulative Net Sales                      
Related Party Transaction [Line Items]                      
Collaborative arrangement maximum contingent payments amount   1,000,000                  
Kashiv Product Development Agreement | Development Milestones                      
Related Party Transaction [Line Items]                      
Collaborative arrangement maximum contingent payments amount   $ 800,000                  
Minimum | Kashiv Bio Sciences License and Commercialization Agreement | Number of Competitors for Launch of one Product                      
Related Party Transaction [Line Items]                      
Collaborative arrangement maximum contingent payments amount         20,000,000            
Minimum | Kashiv Bio Sciences License and Commercialization Agreement | Achievement of Cumulative Net Sales                      
Related Party Transaction [Line Items]                      
Collaborative arrangement maximum contingent payments amount         15,000,000            
Maximum | Kashiv Bio Sciences License and Commercialization Agreement | Number of Competitors for Launch of one Product                      
Related Party Transaction [Line Items]                      
Collaborative arrangement maximum contingent payments amount         50,000,000            
Maximum | Kashiv Bio Sciences License and Commercialization Agreement | Achievement of Cumulative Net Sales                      
Related Party Transaction [Line Items]                      
Collaborative arrangement maximum contingent payments amount         $ 68,000,000            
Kashiv BioSciences LLC | Related Party                      
Related Party Transaction [Line Items]                      
Expenses from transactions with related party                   0  
Kashiv BioSciences LLC | Related Party | Maximum                      
Related Party Transaction [Line Items]                      
Expenses from transactions with related party           100,000   $ 100,000      
Related Party                      
Related Party Transaction [Line Items]                      
Number of buildings, financing lease | building               2      
Lease costs           2,000,000 $ 2,000,000 $ 3,000,000 $ 4,000,000    
Related Party | Kashiv Bio Sciences Licensing Agreement                      
Related Party Transaction [Line Items]                      
Upfront payment     2,000,000                
Development and regulatory milestones amount     17,000,000             17,000,000  
Related Party | R&D Reimbursement | Kashiv Bio Sciences Licensing Agreement                      
Related Party Transaction [Line Items]                      
Expenses from transactions with related party               $ 2,000,000      
Related Party | Kanan, LLC                      
Related Party Transaction [Line Items]                      
Number of lease agreements | lease_agreement               2      
Related Party | Kanan, LLC | Annual Rental Cost                      
Related Party Transaction [Line Items]                      
Amounts of transaction with related party               $ 2,000,000      
Related Party | Kanan, LLC | Rent Expense                      
Related Party Transaction [Line Items]                      
Expenses from transactions with related party           500,000 500,000 1,000,000 1,000,000    
Related Party | Asana Biosciences, LLC                      
Related Party Transaction [Line Items]                      
Income from related parties             1,000,000 0 1,000,000    
Related party receivables     1,000,000     0   0   1,000,000  
Related Party | Industrial Real Estate Holdings NY, LLC                      
Related Party Transaction [Line Items]                      
Lease renewal term   5 years                  
Related Party | Industrial Real Estate Holdings NY, LLC | Rent Renewal Fee                      
Related Party Transaction [Line Items]                      
Expenses from transactions with related party   $ 100,000                  
Related Party | Industrial Real Estate Holdings NY, LLC | Rent Expense                      
Related Party Transaction [Line Items]                      
Expenses from transactions with related party   $ 100,000       300,000 300,000 600,000 600,000    
Annual rent increase (percent)   3.00%                  
Related Party | Kashiv BioSciences LLC                      
Related Party Transaction [Line Items]                      
Related party receivables     100,000     100,000   100,000   100,000  
Related party payable - short term     6,000,000     4,000,000   4,000,000   6,000,000  
Related Party | Kashiv BioSciences LLC | Development And Commercialization Reimbursable Expense                      
Related Party Transaction [Line Items]                      
Amounts of transaction with related party           0 2,000,000 200,000 3,000,000    
Related Party | Kashiv BioSciences LLC | R&D Reimbursement                      
Related Party Transaction [Line Items]                      
Expenses from transactions with related party           0 0   0    
Related Party | Kashiv BioSciences LLC | Cost Of Goods Sold                      
Related Party Transaction [Line Items]                      
Expenses from transactions with related party           2,000,000   3,000,000   0  
Related Party | Kashiv Pharmaceuticals LLC | Profit Share On Various Arrangements                      
Related Party Transaction [Line Items]                      
Expenses from transactions with related party           2,000,000 700,000 5,000,000 1,000,000    
Related Party | Kashiv Pharmaceuticals LLC | Legal Cost Reimbursement                      
Related Party Transaction [Line Items]                      
Amounts of transaction with related party       $ 2,000,000              
Additional amount due to related party, if circumstances met (up to)           18,000,000   18,000,000      
Related Party | PharmaSophia, LLC                      
Related Party Transaction [Line Items]                      
Income from related parties           200,000 $ 300,000 400,000 $ 600,000    
Related party receivables     700,000     700,000   700,000   700,000  
Related Party | PharmaSophia, LLC | Maximum                      
Related Party Transaction [Line Items]                      
Related parties payable (less than)     $ 100,000             100,000  
Related Party | Fosun International Limited | Profit Share On Various Arrangements                      
Related Party Transaction [Line Items]                      
Income from related parties           0   0      
Related Party | Fosun International Limited | Non-Refundable Fee, Net of Tax                      
Related Party Transaction [Line Items]                      
Payment received, non-refundable fee       $ 1,000,000              
Related Party | Fosun International Limited | Fee Due Upon First Commercial Sale Of Products                      
Related Party Transaction [Line Items]                      
Additional amount due from related parties upon sale of each product                     $ 300,000
Additional amount due from related parties upon sale of each product, number of products | product                     8
Related Party | Avtar Investments, LLC                      
Related Party Transaction [Line Items]                      
Expenses from transactions with related party           800,000   800,000      
Related parties payable (less than)           800,000   800,000      
Related Party | Zep Inc.                      
Related Party Transaction [Line Items]                      
Income from related parties   $ 400,000                  
Related party receivables           400,000   400,000      
Apace KY, LLC                      
Related Party Transaction [Line Items]                      
Expenses from transactions with related party           4,000,000   6,000,000   0  
Related party payable - short term           1,000,000   1,000,000      
Tracy Properties LLC                      
Related Party Transaction [Line Items]                      
Expenses from transactions with related party           100,000   200,000   0  
AzaTech Pharma LLC                      
Related Party Transaction [Line Items]                      
Expenses from transactions with related party           1,000,000   2,000,000   $ 0  
Related party payable - short term           700,000   700,000      
AvPROP, LLC                      
Related Party Transaction [Line Items]                      
Expenses from transactions with related party           $ 100,000   $ 100,000      
AvKARE, LLC | Rondo                      
Related Party Transaction [Line Items]                      
Ownership interest (percent)           34.90%   34.90%      
v3.20.2
Goodwill and Intangible Assets - Schedule of Goodwill (Details) - USD ($)
$ in Thousands
6 Months Ended 12 Months Ended
Jun. 30, 2020
Dec. 31, 2019
Goodwill [Roll Forward]    
Balance, beginning of period $ 419,504 $ 426,226
Impax acquisition adjustment 0 (1,255)
Goodwill acquired during the period 108,790 0
Goodwill divested during the period 0 (5,175)
Currency translation (819) (292)
Balance, end of period $ 527,475 $ 419,504
v3.20.2
Goodwill and Intangible Assets - Additional Information (Detail)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2020
USD ($)
product
Jun. 30, 2020
USD ($)
product
Dec. 31, 2019
USD ($)
Jun. 30, 2019
USD ($)
Mar. 30, 2019
USD ($)
Dec. 31, 2018
USD ($)
Goodwill [Line Items]            
Goodwill $ 527,475 $ 527,475 $ 419,504     $ 426,226
Impairment charges 1,000          
Intangible assets acquired   131,000        
Product rights intangible asset 1,323,585 1,323,585 1,200,535      
In-process research and development $ 381,115 $ 381,115 382,075      
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Creo Pharma Holding Limited            
Goodwill [Line Items]            
Carrying value, intangible assets sold         $ 7,000  
In-process research and development            
Goodwill [Line Items]            
Intangible assets impairment, number of products experiencing impairment | product   2        
Intangible assets impairment, number of in process products experiencing estimated launch date delays | product   1        
Marketed products            
Goodwill [Line Items]            
Intangible assets impairment, number of products experiencing impairment | product 3          
Intangible assets impairment, number of products experiencing price erosion | product 2          
Product rights            
Goodwill [Line Items]            
Product rights intangible asset $ 1,189,785 $ 1,189,785 1,197,535      
Product rights | JSP License And Commercialization Agreement            
Goodwill [Line Items]            
Product rights intangible asset       $ 50,000    
Customer relationships | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Creo Pharma Holding Limited            
Goodwill [Line Items]            
Carrying value, intangible assets sold       5,000    
Trade name            
Goodwill [Line Items]            
Product rights intangible asset 133,800 133,800 3,000      
Trade name | Disposal Group, Disposed of by Sale, Not Discontinued Operations | Creo Pharma Holding Limited            
Goodwill [Line Items]            
Carrying value, intangible assets sold       $ 2,000    
Specialty            
Goodwill [Line Items]            
Goodwill 361,000 361,000 361,000      
Generics            
Goodwill [Line Items]            
Goodwill 93,000 93,000 $ 59,000      
Impairment charges   3,000        
Generics | In-process research and development            
Goodwill [Line Items]            
Impairment charges   $ 1,000        
Intangible assets impairment, number of products experiencing impairment | product   2        
Generics | Marketed products            
Goodwill [Line Items]            
Intangible assets impairment, number of products experiencing impairment | product   5        
Intangible assets impairment, number of products experiencing price erosion | product   4        
Generics | Cost of goods sold            
Goodwill [Line Items]            
Impairment charges   $ 2,000        
AvKARE            
Goodwill [Line Items]            
Goodwill $ 73,000 $ 73,000        
v3.20.2
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($)
$ in Thousands
6 Months Ended
Jun. 30, 2020
Dec. 31, 2019
Finite-Lived Intangible Assets [Line Items]    
Cost $ 1,323,585 $ 1,200,535
Accumulated Amortization (280,874) (199,857)
Total 1,042,711 1,000,678
In-process research and development 381,115 382,075
Intangible assets, cost 1,704,700 1,582,610
Intangible assets, net $ 1,423,826 1,382,753
Product rights    
Finite-Lived Intangible Assets [Line Items]    
Weighted-Average Amortization Period (in years) 9 years 6 months  
Cost $ 1,189,785 1,197,535
Accumulated Amortization (265,284) (198,857)
Total $ 924,501 998,678
Other intangible assets    
Finite-Lived Intangible Assets [Line Items]    
Weighted-Average Amortization Period (in years) 6 years  
Cost $ 133,800 3,000
Accumulated Amortization (15,590) (1,000)
Total $ 118,210 $ 2,000
v3.20.2
Goodwill and Intangible Assets - Amortization Expense (Details) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Jun. 30, 2020
Jun. 30, 2019
Jun. 30, 2020
Jun. 30, 2019
Goodwill and Intangible Assets Disclosure [Abstract]        
Amortization $ 43,976 $ 34,796 $ 86,552 $ 65,759
v3.20.2
Goodwill and Intangible Assets - Future Amortization Expense (Details) - USD ($)
$ in Thousands
Jun. 30, 2020
Dec. 31, 2019
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract]    
Remainder of 2020 $ 88,633  
2021 172,302  
2022 157,964  
2023 146,979  
2024 140,021  
Thereafter 336,812  
Total $ 1,042,711 $ 1,000,678
v3.20.2
Stockholders' Equity and Redeemable Non-Controlling Interests - Additional Information (Details)
$ in Thousands
3 Months Ended 6 Months Ended 12 Months Ended
Jan. 31, 2020
USD ($)
Jun. 30, 2020
USD ($)
Jun. 30, 2019
USD ($)
Jun. 30, 2020
USD ($)
Jun. 30, 2019
USD ($)
Dec. 31, 2018
USD ($)
subsidiary
Dec. 31, 2019
USD ($)
Dec. 10, 2019
Class of Stock [Line Items]                
Tax distribution   $ 1,000 $ 0 $ 1,000 $ 0      
Liability included in related-party payables, tax distribution   1,000   1,000        
Acquired non-controlling interest, number of non-public subsidiaries | subsidiary           1    
Acquired non-controlling interest, non-public subsidiary           $ 3,000    
Related party payable - short term   8,455   8,455     $ 5,969  
Tax distribution recorded as a reduction to redeemable non-controlling interest   $ 400   $ 400        
AvKARE and R&S Acquisitions                
Class of Stock [Line Items]                
Voting interest acquired (percent) 65.10%             65.10%
Liabilities incurred, fair value $ 11,000              
AvKARE and R&S Acquisitions | Rondo                
Class of Stock [Line Items]                
Ownership percentage by noncontrolling owners (percent) 34.90% 34.90%   34.90%        
Non-public Subsidiary                
Class of Stock [Line Items]                
Related party payable - short term   $ 400   $ 400   $ 3,000    
v3.20.2
Stockholders' Equity and Redeemable Non-Controlling Interests - Schedule of Changes in Accumulated Other Comprehensive Loss by Component (Details) - USD ($)
$ in Thousands
6 Months Ended 12 Months Ended
Jun. 30, 2020
Dec. 31, 2019
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]    
Stockholders' equity beginning balance $ 346,788 $ 896,363
Other comprehensive (loss) income before reclassification (39,607) 7,035
Amounts reclassified from accumulated other comprehensive loss   1,461
Reallocation of ownership interests (21) (809)
Stockholders' equity ending balance 371,016 346,788
Foreign currency translation adjustment    
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]    
Stockholders' equity beginning balance (7,832) (7,755)
Other comprehensive (loss) income before reclassification (3,985) (729)
Amounts reclassified from accumulated other comprehensive loss   1,461
Reallocation of ownership interests (14) (809)
Stockholders' equity ending balance (11,831) (7,832)
Unrealized gain (loss) on cash flow hedge, net of tax    
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]    
Stockholders' equity beginning balance 7,764  
Other comprehensive (loss) income before reclassification (35,622) 7,764
Reallocation of ownership interests (7)  
Stockholders' equity ending balance (27,865) 7,764
Accumulated other comprehensive loss    
AOCI Including Portion Attributable to Noncontrolling Interest, Net of Tax [Roll Forward]    
Stockholders' equity beginning balance (68) (7,755)
Stockholders' equity ending balance $ (39,696) $ (68)