Document and Entity Information - shares |
3 Months Ended | |
|---|---|---|
Mar. 31, 2018 |
May 07, 2018 |
|
| Document and Entity Information [Abstract] | ||
| Entity Registrant Name | Amneal Pharmaceuticals, Inc. | |
| Entity Central Index Key | 0001723128 | |
| Current Fiscal Year End Date | --12-31 | |
| Entity Filer Category | Non-accelerated Filer | |
| Document Type | 10-Q | |
| Document Period End Date | Mar. 31, 2018 | |
| Document Fiscal Year Focus | 2018 | |
| Document Fiscal Period Focus | Q1 | |
| Amendment Flag | false | |
| Entity Common Stock, Shares Outstanding (in shares) | 1,000 |
Consolidated Balance Sheets - USD ($) |
Mar. 31, 2018 |
Dec. 31, 2017 |
|---|---|---|
| Current assets: | ||
| Total current assets | $ 0 | $ 0 |
| Total assets | 0 | 0 |
| Current liabilities: | ||
| Total current liabilities | 0 | 0 |
| Total liabilities | 0 | 0 |
| Commitments and contingencies (Note 5) | ||
| Stockholder’s equity: | ||
| Common stock, $0.01 par value, 1,000 shares authorized, issued and outstanding | 10 | 10 |
| Stockholder receivable | (10) | (10) |
| Total stockholder’s equity | 0 | 0 |
| Total liabilities and stockholder’s equity | $ 0 | $ 0 |
Consolidated Balance Sheets (Parenthetical) - $ / shares |
Mar. 31, 2018 |
Dec. 31, 2017 |
|---|---|---|
| Statement of Financial Position [Abstract] | ||
| Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
| Common stock, shares authorized (in shares) | 1,000 | 1,000 |
| Common stock, shares issued (in shares) | 1,000 | 1,000 |
| Common stock, shares outstanding (in shares) | 1,000 | 1,000 |
Consolidated Statements of Operations |
3 Months Ended |
|---|---|
|
Mar. 31, 2018
USD ($)
$ / shares
shares
| |
| Income Statement [Abstract] | |
| Net revenue | $ 0 |
| Total operating expenses | 0 |
| Provision for income taxes | 0 |
| Net loss | $ 0 |
| Earnings (loss) per share: | |
| Basic and diluted (in dollars per share) | $ / shares | $ 0 |
| Weighted-average shares outstanding: | |
| Basic and diluted (in shares) | shares | 1,000 |
Overview and Description of Business |
3 Months Ended |
|---|---|
Mar. 31, 2018 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| Overview and Description of Business | OVERVIEW AND DESCRIPTION OF BUSINESS 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 after the completion of the Impax Conversion as defined and described below), a Delaware corporation then listed on the Nasdaq Stock Market ("Impax") and Amneal Pharmaceuticals LLC, a Delaware limited liability company ("Amneal LLC"). On October 17, 2017, Impax and Amneal LLC announced their agreement to combine the generics and specialty pharmaceutical business of Impax with the generic drug development and manufacturing business of Amneal LLC pursuant to the Business Combination Agreement (the “BCA”), dated as of October 17, 2017, as amended on November 21, 2017 and December 16, 2017, by and among Impax, Amneal LLC, the Company and Merger Sub. As used herein, the “Company” and “Amneal” refers to Amneal Pharmaceuticals, Inc. at and after the closing of the Transactions (as defined below) and to Atlas Holdings, Inc. prior to the closing of the Transactions. On the closing of the transactions in accordance with the BCA on May 4, 2018 (i) Merger Sub merged with and into Impax (the “Impax Merger”), with Impax surviving the Impax Merger as a direct 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 Impax Merger, other than Impax Common Stock held by Impax in treasury, by Amneal LLC or by any of their respective subsidiaries, was converted into the right to receive one fully paid and nonassessable share of Class A common stock of the Company, par value $0.01 per share (“Class A Common Stock”), (iii) Impax was converted to a limited liability company pursuant to the General Corporation Law of the State of Delaware and the Delaware Limited Liability Company Act (the “Impax Conversion”), (iv) the Company contributed to Amneal LLC all of the Company’s equity interests in Impax, in exchange for common units of Amneal LLC (the “Contribution”), (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 together with Class A Common Stock and Class B-1 common stock of the Company, par value $0.01 per share the “Company Common Stock”) to Amneal Pharmaceuticals Holding Company, LLC (the “Issuance” and, together with the Impax Merger, the Impax Conversion and the Contribution, the “Transactions”), and (vi) the Company became the managing member of Amneal LLC. In connection with the consummation of the Transactions (the “Closing”), the Company changed its name from Atlas Holdings, Inc. to Amneal Pharmaceuticals, Inc. On May 7, 2018, the Company began trading on the New York Stock Exchange under the symbol “AMRX”. In this Quarterly Report on Form 10-Q, the Company is reporting the shell company results for Amneal for the quarter ended March 31, 2018. As of March 31, 2018, Amneal was known as Atlas Holdings, Inc. and was a wholly owned subsidiary of Impax. Prior to the Closing of the Transactions on May 4, 2018, the Company did not conduct any activities other than those incidental to the formation of it and Merger Sub and the matters contemplated by the BCA and had no operations and no material assets or liabilities. |
Basis of Presentation and Summary of Significant Accounting Policies |
3 Months Ended |
|---|---|
Mar. 31, 2018 | |
| Accounting Policies [Abstract] | |
| Basis of Presentation and Summary of Significant Accounting Policies | BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The consolidated financial statements were prepared in U.S dollars in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). Principles of Consolidation The consolidated financial statements of the Company include the accounts of its wholly owned subsidiary, K2 Merger Sub. Recent Accounting Pronouncements The Company evaluates new pronouncements as issued and evaluates the effect of adoption at the time. The Company has determined that the issuance of recently issued accounting pronouncements will not have an impact on the consolidated financial statements. |
Stockholders' Equity |
3 Months Ended |
|---|---|
Mar. 31, 2018 | |
| Equity [Abstract] | |
| Stockholders' Equity | STOCKHOLDERS’ EQUITY As of March 31, 2018, the Company's authorized share capital consisted of 1,000 common shares, par value $0.01 per share. As of March 31, 2018, outstanding common shares consisted of 1,000 shares issued to Impax, the sole shareholder of the Company. See "Note 4. Related Party Transactions." |
Related Party Transactions |
3 Months Ended |
|---|---|
Mar. 31, 2018 | |
| Related Party Transactions [Abstract] | |
| Related Party Transactions | RELATED PARTY TRANSACTIONS As of March 31, 2018, a stockholder receivable of $10 was due from Impax in connection with the issuance of 1,000 common shares to Impax during the period. |
Commitments and Contingencies |
3 Months Ended |
|---|---|
Mar. 31, 2018 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES Commitments The Company has not carried on any activities other than those that are incidental to the Company’s formation and the matters contemplated by the BCA during the period from October 4, 2017, the date of the Company’s formation, to March 31, 2018. Contingencies Securities Class Actions On December 12, 2017 and December 14, 2017, Plaintiffs Susan Vana and David Stone, respectively, filed class action complaints in the United States District Court for the Northern District of California on behalf of themselves and others similarly situated against the Company alleging violations of Sections 14(a) and 20(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) generally alleging that the Registration Statement on Form S-4 related to the Transactions contains false and misleading statements and/or omissions concerning the financial projections of Impax, Amneal LLC, and the Company; Morgan Stanley & Co. LLC’s valuation analyses and fairness opinions relating to Impax and Amneal LLC; potential conflicts of interest associated with one of Impax’s financial advisors and the Transactions; and background information of the Transactions, including confidentiality agreements entered into by Impax in connection with the Transactions. On April 4, 2018, plaintiffs filed a Stipulation and Proposed Order voluntarily dismissing the actions and on April 5, 2018, the court issued an order to dismiss the actions. By no later than June 1, 2018, plaintiffs shall file any petition and supporting papers for an award of attorneys’ fees and expenses. |
Subsequent Events |
3 Months Ended | ||||||||
|---|---|---|---|---|---|---|---|---|---|
Mar. 31, 2018 | |||||||||
| Subsequent Events [Abstract] | |||||||||
| Subsequent Events | SUBSEQUENT EVENTS As described in “Note 1. Basis of Presentation” Amneal Pharmaceuticals, LLC (“Amneal LLC”) completed its business combination with Impax on May 4, 2018 pursuant to the BCA. The following events occurred subsequent to the closing (the “Closing”) of the transactions contemplated by the BCA
The foregoing subsequent events did not impact the Company’s Statement of Operations, Balance Sheet or Cash Flow Statement for the quarter ended March 31, 2018. |
Basis of Presentation and Summary of Significant Accounting Policies (Policies) |
3 Months Ended |
|---|---|
Mar. 31, 2018 | |
| Accounting Policies [Abstract] | |
| Basis of presentation | Basis of presentation The consolidated financial statements were prepared in U.S dollars in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). |
| Principles of Consolidation | Principles of Consolidation The consolidated financial statements of the Company include the accounts of its wholly owned subsidiary, K2 Merger Sub. |
| Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company evaluates new pronouncements as issued and evaluates the effect of adoption at the time. The Company has determined that the issuance of recently issued accounting pronouncements will not have an impact on the consolidated financial statements. |
Overview and Description of Business (Details) - $ / shares |
May 04, 2018 |
Mar. 31, 2018 |
Dec. 31, 2017 |
|---|---|---|---|
| Class of Stock [Line Items] | |||
| Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |
| Subsequent Event | |||
| Class of Stock [Line Items] | |||
| Common stock, par value (in dollars per share) | $ 0.01 | ||
| Subsequent Event | Impax Laboratories, Incorporated | |||
| Class of Stock [Line Items] | |||
| Common stock, par value (in dollars per share) | 0.01 | ||
| Subsequent Event | Common Class A | |||
| Class of Stock [Line Items] | |||
| Common stock, par value (in dollars per share) | $ 0.01 | ||
| Share converted per share owned (in shares) | 1 | ||
| Subsequent Event | Common Class B | |||
| Class of Stock [Line Items] | |||
| Common stock, par value (in dollars per share) | $ 0.01 |
Stockholders' Equity (Details) - $ / shares |
Mar. 31, 2018 |
Dec. 31, 2017 |
|---|---|---|
| Equity [Abstract] | ||
| Common stock, shares authorized (in shares) | 1,000 | 1,000 |
| Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
| Common stock, shares outstanding (in shares) | 1,000 | 1,000 |
Related Party Transactions (Details) - USD ($) |
Mar. 31, 2018 |
Dec. 31, 2017 |
|---|---|---|
| Related Party Transaction [Line Items] | ||
| Stockholder receivable | $ 10 | $ 10 |
| Common stock, shares issued (in shares) | 1,000 | 1,000 |
| Affiliated Entity | ||
| Related Party Transaction [Line Items] | ||
| Stockholder receivable | $ 10 | |
| Common stock, shares issued (in shares) | 1,000 |
Subsequent Events (Details) - Subsequent Event - USD ($) |
May 07, 2018 |
May 04, 2018 |
|---|---|---|
| Revolving Credit Facility | Line of Credit | ||
| Subsequent Event [Line Items] | ||
| Debt instrument, amount | $ 500,000,000.0 | |
| Term Loan | Line of Credit | ||
| Subsequent Event [Line Items] | ||
| Debt instrument, amount | $ 2,700,000,000.0 | |
| Purchase And Sale Agreement | Gemini Labs | ||
| Subsequent Event [Line Items] | ||
| Membership interest acquired | 98.00% | |
| Cash exchanged for membership interest | $ 40,000,000 | |
| Note payable issued for membership interest | $ 77,200,000 | |
| Note payable maturity | 6 months |