Document and Entity Information - USD ($) |
12 Months Ended | ||
|---|---|---|---|
Dec. 31, 2017 |
Mar. 09, 2018 |
Jun. 30, 2017 |
|
| Document and Entity Information [Abstract] | |||
| Entity Registrant Name | Atlas Holdings, Inc. | ||
| Entity Central Index Key | 0001723128 | ||
| Current Fiscal Year End Date | --12-31 | ||
| Entity Filer Category | Non-accelerated Filer | ||
| Document Type | 10-K | ||
| Document Period End Date | Dec. 31, 2017 | ||
| Document Fiscal Year Focus | 2017 | ||
| Document Fiscal Period Focus (i.e. Q1,Q2,Q3,FY) | FY | ||
| Amendment Flag | false | ||
| Entity Common Stock, Shares Outstanding | 1,000 | ||
| Entity Well-known Seasoned Issuer | No | ||
| Entity Voluntary Filers | No | ||
| Entity Current Reporting Status | No | ||
| Entity Public Float | $ 0 |
Consolidated Balance Sheet |
Dec. 31, 2017
USD ($)
|
|---|---|
| Current assets: | |
| Total current assets | $ 0 |
| Total assets | 0 |
| Current liabilities: | |
| Total current liabilities | 0 |
| Total liabilities | 0 |
| Commitments and contingencies (Note 6) | |
| Stockholder’s equity: | |
| Common stock, $0.01 par value, 1,000 shares authorized, issued and outstanding | 10 |
| Stockholder receivable | (10) |
| Total stockholder’s equity | 0 |
| Total liabilities and stockholder’s equity | $ 0 |
Consolidated Balance Sheet (Parenthetical) |
Dec. 31, 2017
$ / shares
shares
|
|---|---|
| Statement of Financial Position [Abstract] | |
| Common stock, par value (in dollars per share) | $ / shares | $ 0.01 |
| Common stock, shares authorized (in shares) | 1,000 |
| Common stock, shares issued (in shares) | 1,000 |
| Common stock, shares outstanding (in shares) | 1,000 |
Consolidated Statement of Operations |
3 Months Ended |
|---|---|
|
Dec. 31, 2017
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 | $ 0.00 |
| Weighted-average shares outstanding: | |
| Basic and diluted (in shares) | shares | 1,000 |
Consolidated Statement of Cash Flows - USD ($) |
3 Months Ended | |
|---|---|---|
Dec. 31, 2017 |
Dec. 31, 2017 |
|
| Cash flows from operating activities: | ||
| Net loss | $ 0 | $ 0 |
| Changes in assets and liabilities: | ||
| Other current assets and current liabilities | 0 | |
| Net cash used in operating activities | 0 | |
| Cash flows from investing activities: | ||
| Net cash provided by investing activities | 0 | |
| Cash flows from financing activities: | ||
| Net cash provided by financing activities | 0 | |
| Net change in cash and cash equivalents | 0 | |
| Cash and cash equivalents at the beginning of period | 0 | |
| Cash and cash equivalents at the end of year | $ 0 | $ 0 |
Consolidated Statement of Stockholders' Equity - 3 months ended Dec. 31, 2017 - USD ($) |
Total |
Common Stock |
Stockholder Receivable |
Additional Paid in Capital |
Accumulated Deficit |
|---|---|---|---|---|---|
| Beginning balance (in shares) at Oct. 04, 2017 | 0 | ||||
| Beginning balance at Oct. 04, 2017 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
| Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
| Net income (loss) | 0 | ||||
| Issuance of common shares (in shares) | 1,000 | ||||
| Issuance of common shares | 0 | $ 10 | (10) | ||
| Ending balance (in shares) at Dec. 31, 2017 | 1,000 | ||||
| Ending balance at Dec. 31, 2017 | $ 0 | $ 10 | $ (10) | $ 0 | $ 0 |
Overview and Description of Business |
12 Months Ended |
|---|---|
Dec. 31, 2017 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| Overview and Description of Business | OVERVIEW AND DESCRIPTION OF BUSINESS Atlas Holdings, Inc. (the “Company”, “Atlas Holdings” or following the closing of the Combination (as defined below), “New Amneal”) is a Delaware corporation and a direct wholly-owned subsidiary of Impax Laboratories, Inc. (“Impax”) that was formed by Impax for the purpose of engaging in the proposed combination of the generics and specialty pharmaceutical business of Impax with the generic drug development and manufacturing business of Amneal Pharmaceuticals, LLC (“Amneal”), pursuant to the terms of 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, the Company and K2 Merger Sub Corporation, a direct wholly owned subsidiary of the Company (“Merger Sub”) and the transactions contemplated thereby (the “Combination”). The Combination includes (i) the merger of Impax with Merger Sub, with Impax surviving the merger as a direct wholly owned subsidiary of the Company (the “Impax Merger”) (ii) the conversion of the surviving corporation of the Impax Merger into a Delaware limited liability company, (iii) the contribution by the Company of the of all of the equity interests of Impax to Amneal in exchange for certain equity interests of Amneal and (iv) the issuance by the Company of shares of its Class B Common Stock to the existing members of Amneal (the “Existing Amneal Members”). Following completion of the Combination, Atlas Holdings will be renamed Amneal Pharmaceuticals, Inc. and will become a holding company whose principal asset will be the economic interests in the combined business of Impax and Amneal. References to “New Amneal” throughout this Annual Report on Form 10-K refers to renamed company following the closing of the Combination. As of December 31, 2017, the Company has no operations and no material assets or liabilities. The Company has not carried on any activities other than those 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 December 31, 2017. As of December 31, 2017, the Company had 1,000 shares of its common stock, par value $0.01 per share, issued and outstanding to Impax. |
Business Combination of Amneal and Impax |
12 Months Ended |
|---|---|
Dec. 31, 2017 | |
| Business Combinations [Abstract] | |
| Business Combination of Amneal and Impax | BUSINESS COMBINATION OF AMNEAL AND IMPAX As discussed above under “Note 1. Overview and Description of the Business”, Impax and Amneal entered into the BCA providing for the business combination amongst Impax, Amneal, Merger Sub and the Company. The BCA was unanimously approved by the board of directors of Impax. In connection with the Combination, each share of common stock of Impax will be converted into the right to receive one share of New Amneal Class A common stock. Holders of Impax common stock (“Impax Stockholders”) immediately prior to the Combination will collectively hold approximately 25%, and the Existing Amneal Members will hold approximately 75%, of the voting and economic interests in the combined businesses of Impax and Amneal under New Amneal. Following the closing of the Combination and the investment by certain institutional investors including TPG Improv Holdings, L.P. and funds affiliated with Fidelity Management & Research Company (the “PIPE Investment”), it is expected that the Existing Amneal Members will hold approximately 60% of the voting power of the outstanding shares of New Amneal common stock (the “New Amneal Shares”) and TPG Improv Holdings, L.P. and other institutional investors will hold approximately 15% of the voting power of the outstanding New Amneal Shares. Consummation of the Combination is subject to customary closing conditions, including, among other things, (i) the approval of the Impax Stockholders holding a majority of the outstanding Impax common stock entitled to vote, (ii) expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and (iii) the approval of the listing of the Company’s Class A common stock on the NYSE. The transaction is expected to close during the first half of 2018, however, there is no assurance that the Combination will be completed on the terms or timeline contemplated, or at all. See “Item IA. Risk Factors” above for additional information regarding the risks related to the Combination. |
Basis of Presentation and Summary of Significant Accounting Policies |
12 Months Ended |
|---|---|
Dec. 31, 2017 | |
| 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. Use of estimates - The preparation of financial statements in conformity with U.S. GAAP and the rules and regulations of the U.S. Securities & Exchange Commission ("SEC") requires the use of estimates and assumptions, based on complex judgments considered reasonable, which affect the reported amounts of assets and liabilities and disclosure of contingent assets and contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from estimated results. |
Stockholders' Equity |
12 Months Ended |
|---|---|
Dec. 31, 2017 | |
| Equity [Abstract] | |
| Stockholders' Equity | STOCKHOLDERS’ EQUITY As of December 31, 2017, the Company's authorized share capital consisted of 1,000 common shares, par value $0.01 per share. As of December 31, 2017, outstanding common shares consisted of 1000 shares issued to Impax, the sole shareholder of the Company. See "Note 5. Related Party Transactions." |
Related Party Transactions |
12 Months Ended |
|---|---|
Dec. 31, 2017 | |
| Related Party Transactions [Abstract] | |
| Related Party Transactions | RELATED PARTY TRANSACTIONS As of December 31, 2017, 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 |
12 Months Ended |
|---|---|
Dec. 31, 2017 | |
| Commitments and Contingencies Disclosure [Abstract] | |
| Commitments and Contingencies | COMMITMENTS AND CONTINGENCIES 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 generally alleging that the Registration Statement on Form S-4 related to the Combination contains false and misleading statements and/or omissions concerning the financial projections of Impax, Amneal, and New Amneal; Morgan Stanley & Co. LLC’s valuation analyses and Fairness Opinions relating to Impax and Amneal; potential conflicts of interest associated with one of Impax’s financial advisors and the proposed business combination with Amneal; and background information of the proposed business combination, including confidentiality agreements entered into by Impax in connection with the proposed business combination. No schedule has been set. |
Subsequent Event |
12 Months Ended |
|---|---|
Dec. 31, 2017 | |
| Subsequent Events [Abstract] | |
| Subsequent Event | SUBSEQUENT EVENT On January 31, 2018, the Company’s Board of Directors approved the Atlas Holdings, Inc. 2018 Incentive Award Plan (the “2018 Plan”) and in connection with the Combination, the Impax board of directors has recommended that Impax stockholders approve the 2018 Plan. If approved by Impax stockholders, the 2018 Plan will only become effective on the consummation of the Combination. Pursuant to the terms of the 2018 Plan, an aggregate of 23 million shares of Atlas Holdings Class A Common Stock will initially be available for issuance under awards granted pursuant to the 2018 Plan, which shares may be authorized but unissued shares, or shares purchased in the open market. |
Basis of Presentation and Summary of Significant Accounting Policies (Policies) |
12 Months Ended |
|---|---|
Dec. 31, 2017 | |
| 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. |
| Use of estimates | Use of estimates - The preparation of financial statements in conformity with U.S. GAAP and the rules and regulations of the U.S. Securities & Exchange Commission ("SEC") requires the use of estimates and assumptions, based on complex judgments considered reasonable, which affect the reported amounts of assets and liabilities and disclosure of contingent assets and contingent liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from estimated results. |
Overview and Description of Business (Details) |
Dec. 31, 2017
$ / shares
shares
|
|---|---|
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| Common stock, shares issued (in shares) | shares | 1,000 |
| Common stock, par value (in dollars per share) | $ / shares | $ 0.01 |
Business Combination of Amneal and Impax (Details) - shares |
Dec. 31, 2017 |
Oct. 04, 2017 |
Oct. 03, 2017 |
|---|---|---|---|
| Business Acquisition [Line Items] | |||
| Share converted per share owned (in shares) | 1 | ||
| Existing Amneal Members | |||
| Business Acquisition [Line Items] | |||
| Shareholder ownership percentage | 60.00% | 75.00% | |
| Impax Stockholders | |||
| Business Acquisition [Line Items] | |||
| Shareholder ownership percentage | 25.00% | ||
| TPG Improv Holdings, LP and Other Institutional Investors | |||
| Business Acquisition [Line Items] | |||
| Shareholder ownership percentage | 15.00% |
Stockholders' Equity (Details) |
Dec. 31, 2017
$ / shares
shares
|
|---|---|
| Equity [Abstract] | |
| Common stock, shares authorized (in shares) | 1,000 |
| Common stock, par value (in dollars per share) | $ / shares | $ 0.01 |
| Common stock, shares outstanding (in shares) | 1,000 |
Related Party Transactions (Details) |
Dec. 31, 2017
USD ($)
shares
|
|---|---|
| Related Party Transaction [Line Items] | |
| Stockholder receivable | $ | $ 10 |
| Common stock, shares issued (in shares) | shares | 1,000 |
| Affiliated Entity | |
| Related Party Transaction [Line Items] | |
| Stockholder receivable | $ | $ 10 |
| Common stock, shares issued (in shares) | shares | 1,000 |
Subsequent Event (Details) shares in Millions |
Dec. 31, 2018
shares
|
|---|---|
| Scenario, Forecast | Subsequent Event | |
| Subsequent Event [Line Items] | |
| Number of shares available for issuance (in shares) | 23 |