AMNEAL PHARMACEUTICALS, INC., 10-Q filed on 5/11/2020
Quarterly Report
v3.20.1
Document And Entity Information - shares
3 Months Ended
Mar. 31, 2020
Apr. 30, 2020
Entity Information [Line Items]    
Entity Registrant Name Amneal Pharmaceuticals, Inc.  
Entity Central Index Key 0001723128  
Current Fiscal Year End Date --12-31  
Entity Filer Category Large Accelerated Filer  
Document Type 10-Q  
Document Period End Date Mar. 31, 2020  
Document Fiscal Year Focus 2020  
Document Fiscal Period Focus Q1  
Amendment Flag false  
Entity Emerging Growth Company false  
Entity Small Business false  
Entity Current Reporting Yes  
Entity Interactive Data Current Yes  
Entity Shell Company false  
Entity Tax Identification Number 32-0546926  
Entity File Number 001-38485  
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  
Document Quarterly Report true  
Document Transition Report false  
Entity Incorporation, State or Country Code DE  
Title of 12(b) Security Class A Common Stock, par value $0.01 per share  
Security Exchange Name NYSE  
Trading Symbol AMRX  
Class A Common Stock    
Entity Information [Line Items]    
Entity Common Stock, Shares Outstanding (in shares)   147,314,497
Class B Common Stock    
Entity Information [Line Items]    
Entity Common Stock, Shares Outstanding (in shares)   152,116,890
v3.20.1
Consolidated Statements of Operations - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Income Statement [Abstract]    
Net revenue $ 498,533 $ 446,120
Cost of goods sold 313,578 309,743
Cost of goods sold impairment charges 1,456 53,297
Gross profit 183,499 83,080
Selling, general and administrative 77,976 84,436
Research and development 36,379 53,858
In-process research and development impairment charges 960 22,787
Intellectual property legal development expenses 1,270 4,166
Acquisition, transaction-related and integration expenses 2,575 6,032
Charges related to legal matters 4,500 0
Restructuring and other charges 2,048 6,161
Operating income (loss) 57,791 (94,360)
Other (expense) income:    
Interest expense, net (39,899) (43,281)
Foreign exchange loss, net (5,181) (5,464)
Gain on sale of international business 0 8,818
Other income, net 633 1,107
Total other expense, net (44,447) (38,820)
Income (loss) before income taxes 13,344 (133,180)
Benefit from income taxes (108,173) (8,428)
Net income (loss) 121,517 (124,752)
Less: Net (income) loss attributable to non-controlling interests (6,450) 76,871
Net income (loss) attributable to Amneal Pharmaceuticals, Inc. $ 115,067 $ (47,881)
Net income (loss) per share attributable to Amneal Pharmaceuticals, Inc.'s common stockholders:    
Class A and Class B-1 basic $ 0.78 $ (0.37)
Class A and Class B-1 diluted $ 0.78 $ (0.37)
Weighted-average common shares outstanding:    
Class A and Class B-1 basic 147,180 127,687
Class A and Class B-1 diluted 147,956 127,687
v3.20.1
Consolidated Statements of Comprehensive Income (Loss) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Statement Of Other Comprehensive Income [Abstract]    
Net income (loss) $ 121,517 $ (124,752)
Less: Net (income) loss attributable to non-controlling interests (6,450) 76,871
Net income (loss) attributable to Amneal Pharmaceuticals, Inc. 115,067 (47,881)
Other comprehensive income (loss):    
Foreign currency translation adjustments arising during the period (5,135) 5,236
Less: Reclassification of foreign currency translation adjustment included in net loss 0 3,373
Foreign currency translation adjustments, net (5,135) 8,609
Unrealized loss on cash flow hedge, net of tax (62,658) 0
Less: Other comprehensive income (loss) attributable to non-controlling interests 34,456 (4,927)
Other comprehensive (loss) income attributable to Amneal Pharmaceuticals, Inc. (33,337) 3,682
Comprehensive income (loss) attributable to Amneal Pharmaceuticals, Inc. $ 81,730 $ (44,199)
v3.20.1
Consolidated Balance Sheets - USD ($)
$ in Thousands
Mar. 31, 2020
Dec. 31, 2019
Current assets:    
Cash and cash equivalents $ 405,238 $ 151,197
Restricted cash 1,687 1,625
Trade accounts receivable, net 722,682 604,390
Inventories 437,959 381,067
Prepaid expenses and other current assets 204,409 70,164
Related party receivables 1,725 1,767
Total current assets 1,773,700 1,210,210
Property, plant and equipment, net 467,559 477,997
Goodwill 514,733 419,504
Intangible assets, net 1,475,161 1,382,753
Other assets 26,456 44,270
Total assets 4,390,800 3,665,890
Current liabilities:    
Accounts payable and accrued expenses 606,925 507,483
Current portion of long-term debt, net 29,736 21,479
Revolving credit facility 300,000 0
Related party payable 11,195 5,969
Total current liabilities 965,065 550,406
Long-term debt, net 2,772,029 2,609,046
Note payable - related party 35,281 0
Other long-term liabilities 80,846 39,583
Total long-term liabilities 3,009,714 2,768,696
Commitments and contingencies (Notes 5 and 17) 0 0
Redeemable non-controlling interests 12,563 0
Stockholders' Equity    
Preferred stock, $0.01 par value, 2,000 shares authorized; none issued at both March 31, 2020 and December 31, 2019 0 0
Additional paid-in capital 611,600 606,966
Stockholders' accumulated deficit (262,813) (377,880)
Accumulated other comprehensive loss (33,405) (68)
Total Amneal Pharmaceuticals, Inc. stockholders' equity 318,376 232,010
Non-controlling interests 85,082 114,778
Total stockholders' equity 403,458 346,788
Total liabilities and stockholders' equity 4,390,800 3,665,890
Class A Common Stock    
Stockholders' Equity    
Common stock 1,472 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 50,943 53,344
Current liabilities:    
Current portion of operating lease liabilities 12,125 11,874
Operating lease liabilities 40,615 43,135
Related Party    
Current assets:    
Operating lease right-of-use assets 21,616 16,528
Financing lease right-of-use assets - related party 60,632 61,284
Current liabilities:    
Current portion of operating and financing lease liabilities - related party 4,084 3,601
Current portion of note payable- related party 1,000 0
Operating lease liabilities 19,874 15,469
Financing lease liabilities - related party $ 61,069 $ 61,463
v3.20.1
Consolidated Balance Sheets (Parenthetical) - $ / shares
Mar. 31, 2020
Dec. 31, 2019
Preferred stock, par value (in dollars per share) $ 0.01 $ 0.01
Preferred stock, shares authorized (in shares) 2,000,000 2,000,000
Preferred stock, shares issued (in shares) 0 0
Class A Common Stock    
Common stock, par value (in dollars per share) $ 0.01 $ 0.01
Common stock, shares authorized (in shares) 900,000,000 900,000,000
Common stock, shares issued (in shares) 147,311,000 147,070,000
Common stock, shares outstanding (in shares) 147,311,000 147,070,000
Class B Common Stock    
Common stock, par value (in dollars 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
Common stock, shares outstanding (in shares) 152,117,000 152,117,000
v3.20.1
Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Cash flows from operating activities:    
Net income (loss) $ 121,517 $ (124,752)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:    
Depreciation and amortization 58,083 48,868
Amortization of Levothyroxine Transition Agreement asset 0 36,393
Unrealized foreign currency loss 5,514 6,490
Amortization of debt issuance costs and discount 2,004 1,601
Gain on sale of international business 0 (8,818)
Intangible asset impairment charges 2,416 76,084
Deferred tax benefit 0 (9,884)
Stock-based compensation 4,539 4,347
Inventory provision 15,200 15,650
Other operating charges and credits, net 1,266 1,109
Changes in assets and liabilities:    
Trade accounts receivable, net (60,893) (165,012)
Inventories (2,778) (14,180)
Income taxes receivable associated with the CARES Act (110,069) 0
Prepaid expenses, other current assets and other assets (26,383) 22,657
Related party receivables 76 (314)
Accounts payable, accrued expenses and other liabilities 34,839 695
Related party payables 3,695 656
Net cash provided by (used in) operating activities 49,026 (108,410)
Cash flows from investing activities:    
Purchases of property, plant and equipment (7,367) (17,988)
Acquisition of intangible assets (1,050) 0
Acquisitions, net of cash acquired (253,625) 0
Cash sold with international business 0 (3,478)
Net cash used in investing activities (262,042) (21,466)
Cash flows from financing activities:    
Proceeds from issuance of debt 180,000 0
Payments of principal on debt and financing leases (7,158) (6,750)
Net borrowings on revolving credit facility 300,000 0
Payments of deferred financing costs (4,102) 0
Proceeds from exercise of stock options 5 1,010
Employee payroll tax withholding on restricted stock unit vesting (503) 0
Acquisition of non-controlling interest 0 (2,011)
Tax distribution to non-controlling interest 0 (13,494)
Net cash provided by (used in) financing activities 467,979 (21,864)
Effect of foreign exchange rate on cash (860) (296)
Net increase (decrease) in cash, cash equivalents, and restricted cash 254,103 (152,036)
Cash, cash equivalents, and restricted cash - beginning of period 152,822 218,779
Cash, cash equivalents, and restricted cash - end of period 406,925 66,743
Cash and cash equivalents - end of period 405,238 63,946
Restricted cash - end of period 1,687 2,797
Supplemental disclosure of cash flow information:    
Cash paid for interest 35,386 40,032
Cash (paid) received for income taxes, net (3,430) 9,713
Supplemental disclosure of non-cash investing and financing activity:    
Receivable from the sale of international business 0 35,837
Payable for acquisition of product rights and licenses 0 50,000
Related Party    
Cash flows from financing activities:    
Payments of principal on financing lease - related party (263) (619)
Supplemental disclosure of non-cash investing and financing activity:    
Notes payable for acquisitions - related party $ 36,033 $ 0
v3.20.1
Consolidated Statement of Stockholders' Equity - USD ($)
shares in Thousands, $ 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) Income
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
Stockholders' equity beginning balance at Dec. 31, 2018 896,363 $ 1,151 $ 1,713 $ 123 $ 530,438 (20,920) $ (7,755) 391,613
Shares beginning balance (in shares) at Dec. 31, 2018   115,047 171,261 12,329        
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Net income (loss) (124,752)         (47,881)   (76,871)
Foreign currency translation adjustment 5,236           2,238 2,998
Stock-based compensation 4,347       4,347      
Exercise of stock options 1,010 $ 2     748   (7) 267
Exercise of stock options (in shares)   197            
Unrealized loss on cash flow hedge, net of tax 0              
Redemption of Class B Common Stock 223 $ 3 $ (3)   1,124   (19) (882)
Redemption of Class B Common Stock (in shares)   320 (320)          
Reclassification of foreign currency translation adjustment included in net loss 3,373           1,444 1,929
Tax distribution (82)             (82)
Other 502       502      
Stockholders' equity ending balance at Mar. 31, 2019 799,781 $ 1,156 $ 1,710 $ 123 537,159 (63,844) (4,099) 327,576
Shares ending balance (in shares) at Mar. 31, 2019   115,564 170,941 12,329        
Stockholders' equity beginning balance at Dec. 31, 2019 346,788 $ 1,470 $ 1,522   606,966 (377,880) (68) 114,778
Shares beginning balance (in shares) at Dec. 31, 2019   147,070 152,117          
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Net income 120,429         115,067   5,362
Net income (loss) 121,517              
Foreign currency translation adjustment (5,135)           (2,525) (2,610)
Stock-based compensation 4,539       4,539      
Exercise of stock options 5       5      
Exercise of stock options (in shares)   1            
Restricted stock unit vesting, net of shares withheld to cover payroll taxes (510) $ 2     90     (602)
Restricted stock unit vesting, net of shares withheld to cover payroll taxes (in shares)   240            
Unrealized loss on cash flow hedge, net of tax (62,658)           (30,812) (31,846)
Stockholders' equity ending balance at Mar. 31, 2020 403,458 $ 1,472 $ 1,522   $ 611,600 $ (262,813) $ (33,405) $ 85,082
Shares ending balance (in shares) at Mar. 31, 2020   147,311 152,117          
Redeemable Noncontrolling Interests, balance at Dec. 31, 2019 0              
Increase (Decrease) in Temporary Equity [Roll Forward]                
Net income 1,088              
Redeemable non-controlling interests issued for acquisitions 11,475              
Redeemable Noncontrolling Interests, balance at Mar. 31, 2020 $ 12,563              
v3.20.1
Nature of Operations
3 Months Ended
Mar. 31, 2020
Organization Consolidation And Presentation Of Financial Statements [Abstract]  
Nature of Operations

1. 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 March 31, 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 March 31, 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).

v3.20.1
Summary of Significant Accounting Policies
3 Months Ended
Mar. 31, 2020
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

2. 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 March 31, 2020, cash flows for the three months ended March 31, 2020 and 2019 and the results of its operations, its comprehensive income (loss) and changes in stockholders' equity for the three months ended March 31, 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 Receivable

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. The Company establishes a chargeback (rebate) receivable and a reduction to cost of goods sold in the same period as the related sale. At March 31, 2020, chargebacks receivable was $24 million, net of an immaterial allowance for doubtful accounts.

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, chargeback receivables, 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.

v3.20.1
Acquisitions and Divestitures
3 Months Ended
Mar. 31, 2020
Business Combinations [Abstract]  
Acquisitions and Divestitures

3. 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 (refer to Note 13. Debt).  For further detail of the preliminary purchase price, refer to the table below.

For the three months ended March 31, 2020, there were $1 million of transaction costs associated with the Acquisitions recorded in acquisition, transaction-related and integration expenses.

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 March 31,

2020

 

Restricted cash

 

$

375

 

Trade accounts receivable, net

 

 

52,223

 

Inventories

 

 

72,615

 

Prepaid expenses and other current assets

 

 

33,525

 

Related party receivables

 

 

61

 

Property, plant and equipment

 

 

5,278

 

Goodwill

 

 

95,955

 

Intangible assets, net

 

 

137,400

 

Operating lease right-of-use assets - related party

 

 

5,544

 

Total assets acquired

 

 

402,976

 

Accounts payable and accrued expenses

 

 

89,592

 

Related party payables

 

 

1,532

 

Operating lease liabilities - related party

 

 

5,544

 

Total liabilities assumed

 

 

96,668

 

Redeemable non-controlling interests

 

 

11,475

 

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 contracts

 

 

28,600

 

 

4 years

National contracts

 

 

28,600

 

 

5 years

Customer relationships

 

 

13,000

 

 

10 years

Trade name

 

 

500

 

 

6 years

 

 

$

137,400

 

 

 

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 $96 million of goodwill acquired in connection with the Acquisitions, approximately $65 million was allocated to the Company’s AvKARE segment (refer to Note 18. Segment Information) and approximately $31 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 March 31, 2020, the Acquisitions contributed total net revenue of approximately $65 million and operating loss of $1 million, which included approximately $6 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 months ended March 31, 2020 and 2019 (assuming the closing of the Acquisitions occurred on January 1, 2019) are as follows (in thousands):

 

 

 

Three Months Ended March 31,

 

 

 

2020

 

 

2019

 

Net revenue

 

$

525,303

 

 

$

511,205

 

Net income (loss)

 

$

122,521

 

 

$

(133,410

)

Net income (loss) attributable to Amneal Pharmaceuticals, Inc.

 

$

115,388

 

 

$

(50,463

)

 

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 on sale of international business for the three months ended March 31, 2019. 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.

v3.20.1
Revenue Recognition
3 Months Ended
Mar. 31, 2020
Revenue From Contract With Customer [Abstract]  
Revenue Recognition

4. 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 81% and 79% of total gross sales of products for the three months ended March 31, 2020 and 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 months ended March 31, 2020 and 2019 are set forth below (in thousands):

 

 

 

Three Months Ended March 31,

 

 

 

 

2020

 

 

2019

 

Generics

 

 

 

 

 

 

 

 

 

 

Anti-Infective

 

$

13,253

 

 

$

5,942

 

 

Hormonal/Allergy

 

 

87,481

 

 

 

102,725

 

 

Antiviral

 

 

15,824

 

 

 

14,456

 

 

Central Nervous System (1)

 

 

101,575

 

 

 

124,775

 

 

Cardiovascular System

 

 

29,679

 

 

 

36,217

 

 

Gastroenterology

 

 

23,536

 

 

 

9,556

 

 

Oncology

 

 

15,966

 

 

 

14,959

 

 

Metabolic Disease/Endocrine

 

 

17,229

 

 

 

17,847

 

 

Respiratory

 

 

10,067

 

 

 

9,218

 

 

Dermatology

 

 

15,245

 

 

 

12,973

 

 

Other therapeutic classes

 

 

21,746

 

 

 

18,177

 

 

International and other

 

 

985

 

 

 

15,632

 

 

   Total Generics net revenue

 

 

352,586

 

 

 

382,477

 

Specialty

 

 

 

 

 

 

 

 

 

 

Hormonal/Allergy

 

 

13,954

 

 

 

10,899

 

 

Central Nervous System (1)

 

 

68,311

 

 

 

42,899

 

 

Gastroenterology

 

 

48

 

 

 

481

 

 

Metabolic Disease/Endocrine

 

 

273

 

 

 

541

 

 

Other therapeutic classes

 

 

5,391

 

 

 

8,823

 

 

   Total Specialty net revenue

 

 

87,977

 

 

 

63,643

 

AvKARE

 

 

 

 

 

 

 

 

 

 

Distribution

 

 

31,586

 

 

 

 

 

Government Label

 

 

21,378

 

 

 

 

 

Institutional

 

 

3,413

 

 

 

 

 

Other

 

 

1,593

 

 

 

 

 

   Total AvKARE net revenue

 

 

57,970

 

 

 

 

 

       Total net revenue

 

$

498,533

 

 

$

446,120

 

 

 

(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 three months ended March 31, 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 Acquisitions

 

 

15,292

 

 

 

944

 

 

 

15,229

 

 

 

10

 

Provision related to sales recorded in the period

 

 

1,080,290

 

 

 

32,947

 

 

 

47,163

 

 

 

36,472

 

Credits/payments issued during the period

 

 

(1,244,302

)

 

 

(35,371

)

 

 

(26,301

)

 

 

(40,067

)

Balance at March 31, 2020

 

$

681,087

 

 

$

32,828

 

 

$

186,452

 

 

$

111,375

 

 

v3.20.1
Alliance and Collaboration
3 Months Ended
Mar. 31, 2020
Organization Consolidation And Presentation Of Financial Statements [Abstract]  
Alliance and Collaboration

5. 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 three months ended March 31, 2019, $37 million, was expensed to cost of goods sold, as the Company sold Levothyroxine (none in the three months ended March 31, 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 three months ended March 31, 2019 the Company expensed a milestone payment of $1 million, to research and development (none in the three months ended March 31, 2020).

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 $4 million for both the three months ended March 31, 2020 and 2019.

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.

v3.20.1
Restructuring and Other Charges
3 Months Ended
Mar. 31, 2020
Restructuring And Related Activities [Abstract]  
Restructuring and Other Charges

6. Restructuring and Other Charges

During the three 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, 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

March 31,

 

 

2020

 

 

2019

 

Employee restructuring separation charges (1)

$

46

 

 

$

2,318

 

Other employee severance charges (2)

 

2,002

 

 

 

3,843

 

Total restructuring and other charges

$

2,048

 

 

$

6,161

 

 

(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)

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

March 31,

 

 

2020

 

 

2019

 

Generics

$

46

 

 

$

996

 

Specialty

 

 

 

 

178

 

Corporate

 

 

 

 

1,144

 

Total employee restructuring charges

$

46

 

 

$

2,318

 

 

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 income

 

 

46

 

Payments

 

 

(2,077

)

Balance at March 31, 2020

 

$

1,869

 

 

v3.20.1
Earnings (Loss) per Share
3 Months Ended
Mar. 31, 2020
Earnings Per Share [Abstract]  
Earnings (Loss) per Share

7. Earnings (Loss) per Share

Basic earnings (loss) per share of Class A Common Stock and Class B-1 Common Stock is computed by dividing net loss attributable to Amneal Pharmaceuticals, Inc. by the weighted-average number of shares of Class A Common Stock and Class B-1 Common Stock outstanding during the period. Diluted earnings (loss) per share of Class A Common Stock and Class B-1 Common Stock is computed by dividing net income (loss) attributable to Amneal Pharmaceuticals, Inc. by the weighted-average number of shares of Class A Common Stock 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 earnings (loss) per share of Class A Common Stock and Class B-1 Common Stock (in thousands, except per share amounts):

 

 

Three Months Ended

March 31,

 

 

2020

 

 

2019

 

Numerator:

 

 

 

 

 

 

 

Net income (loss) attributable to Amneal Pharmaceuticals, Inc.

$

115,067

 

 

$

(47,881

)

Denominator:

 

 

 

 

 

 

 

Weighted-average shares of Class A Common Stock and Class B-1 Common Stock outstanding - basic (1)

 

147,180

 

 

 

127,687

 

Effect of dilutive securities:

 

 

 

 

 

 

 

    Stock options

 

230

 

 

 

 

    Restricted stock units

 

546

 

 

 

 

Weighted-average shares of Class A Common Stock and Class B-1 Common Stock outstanding - diluted

 

147,956

 

 

 

127,687

 

Net earnings (loss) per share attributable to Amneal Pharmaceuticals, Inc.'s common stockholders:

 

 

 

 

 

 

 

Class A and Class B-1 basic

$

0.78

 

 

$

(0.37

)

Class A and Class B-1 diluted

$

0.78

 

 

$

(0.37

)

 

(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 months ended March 31, 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 Common Stock and Class B-1 Common Stock (in thousands):

 

 

Three Months Ended

March 31,

 

 

 

2020

 

 

 

2019

 

 

Stock options

 

683

 

(1)

 

 

8,400

 

(4)

Restricted stock units

 

 

 

 

 

3,282

 

(4)

Performance stock units

 

3,054

 

(2)

 

 

520

 

(4)

Shares of Class B Common Stock

 

152,117

 

(3)

 

 

171,041

 

(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 three months ended March 31, 2020.

(3)

Shares of Class B Common Stock are considered potentially dilutive shares of Class A Common Stock 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 Common Stock 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 months ended March 31, 2020 do not include Class B-1 Common Stock.

(4)

Excluded from the computation of diluted loss per share of Class A Common Stock 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 the three months ended March 31, 2019.

v3.20.1
Income Taxes
3 Months Ended
Mar. 31, 2020
Income Tax Disclosure [Abstract]  
Income Taxes

8. Income Taxes

For the three months ended March 31, 2020 and 2019, the Company's benefit from income taxes and effective tax rates were $108 million and (810.6%) and $8 million and 6.3%, 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 allowanced 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 will not realize the benefits of its gross 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 March 31, 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 coronavirus outbreak 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 Company continues to carefully analyze eligibility and application of both the income tax and non-income-based tax provisions.

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 expects to carry back approximately $345 million in NOLs generated in 2018 to prior taxable income years.

ASC 740 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 tax 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 three months ended March 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 (including imputed interest).  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 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 TRA; therefore, the Company has not accrued the liability under the TRA related to the tax savings it may realize from common units sold or exchanged through March 31, 2020. If utilization of these DTAs becomes more-likely- than-not in the future, at such time, Amneal will record liabilities under the TRA, which amounts to approximately $202 million as of March 31, 2020 as a result of basis adjustments under Internal Revenue Code Section 754. 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.

v3.20.1
Trade Accounts Receivable, Net
3 Months Ended
Mar. 31, 2020
Receivables [Abstract]  
Trade Accounts Receivable, Net

9. Trade Accounts Receivable, Net

Trade accounts receivable, net is comprised of the following (in thousands):

 

 

 

March 31,

2020

 

 

December 31,

2019

 

Gross accounts receivable

 

$

1,437,336

 

 

$

1,470,706

 

Allowance for doubtful accounts

 

 

(739

)

 

 

(2,201

)

Contract charge-backs and sales volume allowances

 

 

(681,087

)

 

 

(829,807

)

Cash discount allowances

 

 

(32,828

)

 

 

(34,308

)

Subtotal

 

 

(714,654

)

 

 

(866,316

)

Trade accounts receivable, net

 

$

722,682

 

 

$

604,390

 

 

Receivables from customers representing 10% or more of the Company’s gross trade accounts receivable reflected three customers at March 31, 2020, equal to 38%, 24%, and 21%, 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.

v3.20.1
Inventories
3 Months Ended
Mar. 31, 2020
Inventory Disclosure [Abstract]  
Inventories

10. Inventories

Inventories, net of reserves, are comprised of the following (in thousands):

 

 

 

March 31,

2020

 

 

December 31,

2019

 

Raw materials

 

$

162,725

 

 

$

172,159

 

Work in process

 

 

53,071

 

 

 

58,188

 

Finished goods

 

 

222,163

 

 

 

150,720

 

Total inventories

 

$

437,959

 

 

$

381,067

 

 

v3.20.1
Prepaid and Other Current Assets
3 Months Ended
Mar. 31, 2020
Organization Consolidation And Presentation Of Financial Statements [Abstract]  
Prepaid and Other Current Assets

11. Prepaid and Other Current Assets

 

Prepaid expenses and other current assets are comprised of the following (in thousands):

 

 

 

March 31,

2020

 

 

December 31,

2019

 

Deposits and advances

 

$

373

 

 

$

1,123

 

Prepaid insurance

 

 

2,648

 

 

 

3,858

 

Prepaid regulatory fees

 

 

2,330

 

 

 

4,016

 

Income and other tax receivables (1)

 

 

124,527

 

 

 

13,740

 

Prepaid taxes

 

 

3,200

 

 

 

3,255

 

Other current receivables

 

 

16,364

 

 

 

15,996

 

Other prepaid assets

 

 

30,575

 

 

 

28,176

 

Chargebacks receivable (2)

 

 

24,392

 

 

 

 

Total prepaid expenses and other current assets

 

$

204,409

 

 

$

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 coronavirus outbreak 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.  For further details, refer to Note 8. Income Taxes.

 

(2)

When a sale occurs on a contract item, the difference between the cost paid to the manufacturer by the Company and the contract cost that the end customer has with the manufacturer is rebated back to the Company by the manufacturer. The Company establishes a chargeback (rebate) receivable and a reduction to cost of goods sold in the same period as the related sale.

v3.20.1
Other Assets
3 Months Ended
Mar. 31, 2020
Other Assets [Abstract]  
Other Assets

12. Other Assets

 

Other assets are comprised of the following (in thousands):

 

 

 

March 31,

2020

 

 

December 31,

2019

 

Deferred revolving credit facility costs

 

$

3,434

 

 

$

3,099

 

Security deposits

 

 

1,730

 

 

 

1,938

 

Long-term prepaid expenses

 

 

5,875

 

 

 

6,438

 

Interest rate swap

 

 

 

 

 

16,373

 

Financing lease right-of-use assets

 

 

10,703

 

 

 

11,442

 

Other long-term assets

 

 

4,714

 

 

 

4,980

 

Total other assets

 

$

26,456

 

 

$

44,270

 

 

v3.20.1
Debt
3 Months Ended
Mar. 31, 2020
Debt Disclosure [Abstract]  
Debt

13. Debt

 

The following is a summary of the Company's long-term debt (in thousands):

 

 

 

March 31, 2020

 

 

December 31, 2019

 

Term Loan due May 2025

 

$

2,652,126

 

 

$

2,658,876

 

Rondo Term Loan due January 2025

 

 

180,000

 

 

 

 

Other

 

 

624

 

 

 

624

 

Total long-term debt

 

 

2,832,750

 

 

 

2,659,500

 

Less: debt issuance costs

 

 

(30,985

)

 

 

(28,975

)

Total debt, net of debt issuance costs

 

 

2,801,765

 

 

 

2,630,525

 

Less: current portion of long-term debt

 

 

(29,736

)

 

 

(21,479

)

Total long-term debt, net

 

$

2,772,029

 

 

$

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 $194 million were available at March 31, 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 March 31, 2020. The Revolving Credit Facility bears an annual interest rate of one-month LIBOR plus 1.25% at March 31, 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 March 31, 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 COVID-19, the Company borrowed $300 million on the Revolving Credit Facility, all of which is outstanding at March 31, 2020.  As the financial markets stabilized following a period of high volatility due to the COVID-19 pandemic, the Company repaid $200 million of borrowings under the Revolving Credit Facility in May 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 March 31, 2020 and 2019, amortization of deferred financing costs related to the Term Loan and the Revolving Credit Facility was $2 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 March 31, 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 March 31, 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 March 31, 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 March 31, 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, which 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 the three months ended March 31, 2020, amortization of deferred financing costs associated with the Rondo Credit Facility were 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 March 31, 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 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.

v3.20.1
Other Long-Term Liabilities
3 Months Ended
Mar. 31, 2020
Other Liabilities [Abstract]  
Other Long-Term Liabilities

14. Other Long-Term Liabilities

 

Other long-term liabilities are comprised of the following (in thousands):

 

 

 

March 31,

2020

 

 

December 31,

2019

 

Interest rate swap (1)

 

$

46,285

 

 

$

 

Uncertain tax positions

 

 

3,601

 

 

 

5,088

 

Long-term compensation (2)

 

 

19,484

 

 

 

22,735

 

Financing lease liabilities

 

 

3,584

 

 

 

3,869

 

Other long-term liabilities

 

 

7,892

 

 

 

7,891

 

Total other long-term liabilities

 

$

80,846

 

 

$

39,583

 

 

 

(1)

Refer to Notes 15. Fair Value Measurement of Financial Instruments and 16. Financial Instruments for information about the Company’s interest rate swap.

 

(2)

Includes $12 million of long-term deferred compensation plan liabilities (refer to Note 15. Fair Value Measurements of Financial Instruments), $6 million of long-term employee benefits for the Company’s international employees and $2 million of long-term severance liabilities (refer to Note 6. Restructuring and Other Charges).

v3.20.1
Fair Value Measurements of Financial Instruments
3 Months Ended
Mar. 31, 2020
Fair Value Disclosures [Abstract]  
Fair Value Measurements of Financial Instruments

15. Fair Value Measurements of Financial Instruments

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 March 31, 2020 and December 31, 2019 (in thousands):

 

 

 

 

 

 

 

Fair Value Measurement Based on

 

March 31, 2020

 

Total

 

 

Quoted

Prices in

Active

Markets

(Level 1)

 

 

Significant

Other

Observable

Inputs

(Level 2)

 

 

Significant

Unobservable

Inputs

(Level 3)

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swap (1)

 

$

46,285

 

 

$

 

 

$

46,285

 

 

$

 

Deferred compensation plan liabilities (2)

 

 

13,854

 

 

 

 

 

 

13,854

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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 March 31, 2020, deferred compensation plan liabilities of $2million and $12million 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. They 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 three months ended March 31, 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 $2.7 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 March 31, 2020 and December 31, 2019 was approximately $2.3 billion and $2.4 billion, respectively.

The $180 million Rondo Term Loan entered into on January 31, 2020 falls into the Level 2 category within the fair value level hierarchy. The carrying value of $180 million at March 31, 2020 approximates fair value.

The Sellers Notes and the Short-Term Sellers Note fall into the Level 2 category within the fair value level hierarchy.  At March 31, 2020, the carrying value of the Sellers Notes and the Short-Term Sellers Note of $35 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 three months ended March 31, 2020 and 2019.

v3.20.1
Financial Instruments
3 Months Ended
Mar. 31, 2020
Derivative Instruments And Hedging Activities Disclosure [Abstract]  
Financial Instruments

16. 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 March 31, 2020, the total loss, net of income taxes, related to the Company’s cash flow hedge was $46 million, in which $23 million was recognized in accumulated other comprehensive loss and $23 million was recognized in non-controlling interests (none as of March 31, 2019).

A summary of the fair values of derivative instruments in the consolidated balance sheets was as follows (in thousands):

 

 

 

March 31, 2020

 

 

December 31, 2019

 

Derivatives Designated as Hedging Instruments

 

Balance Sheet

Classification

 

Fair Value

 

 

Balance Sheet

Classification

 

Fair Value

 

Variable-to-fixed interest rate swap

 

Other long-term liabilities

 

$

46,285

 

 

Other assets

 

$

16,373

 

 

v3.20.1
Commitments and Contingencies
3 Months Ended
Mar. 31, 2020
Commitments And Contingencies Disclosure [Abstract]  
Commitments and Contingencies

17. 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.

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 months ended March 31, 2020, the Company recorded a charge of approximately $5 million 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 March 31, 2020 and December 31, 2019, the Company had liabilities for commercial and governmental legal proceedings and claims of $15 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, but that has been postponed indefinitely due to the COVID-19 pandemic.

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 had been scheduled for April 27, 2020, but has been postponed indefinitely due to the COVID-19 pandemic.

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, though it will likely be delayed due to the COVID-19 pandemic.  On April 15, 2020, defendants filed motions for summary judgement.  

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 been cooperating and intends to continue cooperating 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 been cooperating and intends to continue cooperating 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 save for certain administrative obligations, 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 30 Benefits 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-02696), 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. The parties anticipate that the lawsuit will be 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 04862), 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-07071) 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-05819-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-01972-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-08438). 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-00733). 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.

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 bellwether trial tracks; Track One would involve a jury trial of the overarching conspiracy claims presented in the States Attorneys General’s May 10, 2019 complaint (in which the Company and Amneal are defendants), and Track Two would consist of a second round of trials on one of three different individual drug conspiracy complaints (none of which involve the Company or any Amneal entities). Briefing in support of and in opposition to the Special Master’s proposal is underway.

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. Each of the opioid-related matters described below is in its early stages. 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-00885). 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.

 

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’ responsive pleading deadline is May 18, 2020, and we intend to file motions to dismiss in those cases. 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 915 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 Action

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-06557-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.  By order of the Ninth Circuit dated November 26, 2019, plaintiff’s opening brief presently was filed on February 14, 2020, with Impax’s answering brief due on May 15, 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-001701-19). 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.

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 been cooperating and intends to continue to cooperate with the AUSA regarding 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 intends to cooperate 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 Lawsuits

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-07773). 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-00141-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 and, accordingly, responsive pleading deadlines are stayed.

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 and, accordingly, responsive pleading deadlines are stayed.

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 Notice & Demand Letter

On April 14, 2020, Amneal received a letter from counsel on behalf of Mohammed Rahman and a putative class of purchasers of prescription metformin, providing notice of alleged breaches of express and implied warranties and violations of state consumer protection laws regarding the quality and safety of the metformin allegedly purchased.  Specifically, the letter alleges that because the metformin Mr. Rahman and the putative class purchased “contain[ed] NDMA,” the product is “worthless,” “unusable and unfit for human consumption.”  The letter demands that Amneal cease and desist from selling “defective metformin” and make full restitution to all purchasers of “defective metformin.”  The Company anticipates that it will be served with the putative class action lawsuit that was filed by Mr. Rahman and his counsel on April 7, 2020 in the United States District Court for the District of New Jersey (Rahman v. Amneal Pharmaceuticals LLC, No. 2:20-cv-03757-BRM-JAD).

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.

v3.20.1
Segment Information
3 Months Ended
Mar. 31, 2020
Segment Reporting [Abstract]  
Segment Information

18. 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 March 31, 2020

 

Generics (1) (2)

 

 

Specialty (2)

 

 

AvKARE (1)

 

 

Corporate

and Other

 

 

Total

Company

 

Net revenue

 

$

352,586

 

 

$

87,977

 

 

$

57,970

 

 

$

 

 

$

498,533

 

Cost of goods sold

 

 

218,865

 

 

 

47,818

 

 

 

46,895

 

 

 

 

 

 

313,578

 

Cost of goods sold impairment charges

 

 

1,456

 

 

 

 

 

 

 

 

 

 

 

 

1,456

 

Gross profit

 

 

132,265

 

 

 

40,159

 

 

 

11,075

 

 

 

 

 

 

183,499

 

Selling, general and administrative

 

 

16,623

 

 

 

20,942

 

 

 

10,788

 

 

 

29,623

 

 

 

77,976

 

Research and development

 

 

29,034

 

 

 

7,345

 

 

 

 

 

 

 

 

 

36,379

 

In-process research and development impairment charges

 

 

960

 

 

 

 

 

 

 

 

 

 

 

 

960

 

Intellectual property legal development expenses

 

 

1,265

 

 

 

5

 

 

 

 

 

 

 

 

 

1,270

 

Charges related to legal matters

 

 

2,500

 

 

 

2,000

 

 

 

 

 

 

 

 

 

4,500

 

Other operating expenses

 

 

46

 

 

 

 

 

 

 

 

 

4,577

 

 

 

4,623

 

Operating income (loss)

 

$

81,837

 

 

$

9,867

 

 

$

287

 

 

$

(34,200

)

 

$

57,791

 

 

 

(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 March 31, 2019

 

Generics

 

 

Specialty

 

 

Corporate

and Other

 

 

Total

Company

 

Net revenue

 

$

382,477

 

 

$

63,643

 

 

$

 

 

$

446,120

 

Cost of goods sold

 

 

278,878

 

 

 

30,865

 

 

 

 

 

 

309,743

 

Cost of goods sold impairment charges

 

 

53,297

 

 

 

 

 

 

 

 

 

53,297

 

Gross profit

 

 

50,302

 

 

 

32,778

 

 

 

 

 

 

83,080

 

Selling, general and administrative

 

 

24,148

 

 

 

21,327

 

 

 

38,961

 

 

 

84,436

 

Research and development

 

 

50,151

 

 

 

3,707

 

 

 

 

 

 

53,858

 

In-process research and development impairment charges

 

 

22,787

 

 

 

 

 

 

 

 

 

22,787

 

Intellectual property legal development expenses

 

 

3,121

 

 

 

1,045

 

 

 

 

 

 

4,166

 

Other operating expenses

 

 

4,678

 

 

 

2,062

 

 

 

5,453

 

 

 

12,193

 

Operating (loss) income

 

$

(54,583

)

 

$

4,637

 

 

$

(44,414

)

 

$

(94,360

)

 

v3.20.1
Related Party Transactions
3 Months Ended
Mar. 31, 2020
Related Party Transactions [Abstract]  
Related Party Transactions

19. 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 each approximately $1 million for the three months ended March 31, 2020.  Lease costs and interest expense related to this lease were each approximately $1 million for the three months ended March 31, 2019.

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 of the three months ended March 31, 2020 and 2019 was $0.5 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 months ended March 31, 2019 was $0.3 million (none in 2020). At both March 31, 2020 and December 31, 2019 receivables of approximately $1 million were due from the related party for research and development related services.

Industrial Real Estate Holdings NY, LLC

Industrial Real Estate Holdings NY, LLC is an independent real estate management entity, which is the landlord of Amneal’s leased manufacturing facility located at 75 Adams Avenue, Hauppauge, New York. The lease expires in March 2026. Rent paid to the related party for both the three months ended March 31, 2020 and 2019 was $0.3 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 the three months ended March 31, 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 three months ended March 31, 2020 and 2019 were $0.2 million and $0.8 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 months ended March 31, 2020 and 2019 was $3 million and $0.7 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.

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 three months ended March 31, 2020, the Company recorded a $2 million (none in 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 months ended March 31, 2020, the Company recorded $1 million (none in 2019), as cost of goods sold to compensate Kashiv for services performed.

At March 31, 2020 and December 31, 2019 payables of approximately $10 million and $6 million, respectively, were due to the related party for the aforementioned transactions. Additionally, at both March 31, 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 three months ended March 31, 2020 and 2019 were immaterial.   

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 March 31, 2020 and 2019 was $0.2 million and $0.3 million, respectively. At March 31, 2020 and December 31, 2019 receivables of $0.6 million and $0.7 million, respectively, 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 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 months ended March 31, 2020, the Company has not recognized 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 months ended March 31, 2020 was $2 million (none in 2019). At March 31, 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 months ended March 31, 2020 was $0.1 million (none in 2019). At March 31, 2020, payables of approximately less than $0.1 million were due to the related party for lease expenses.

AzaTech Pharma LLC

R&S purchases inventory from AzaTech Pharma LLC for resale. The total amount of expenses from this arrangement for the three months ended March 31, 2020 was $0.8 million (none in 2019). At March 31, 2020, payables of approximately less than $0.5 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 months ended March 31, 2020 was $0.1 million.  

Tarsadia Investments, LLC

Tarsadia Investments, LLC (“Tarsadia”) is a private investment firm that provides financial services and is a 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.

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 in the Company’s 2019 Annual Report on Form 10-K.

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.

v3.20.1
Goodwill and Intangible Assets
3 Months Ended
Mar. 31, 2020
Goodwill And Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets

20. Goodwill and Intangible Assets

The changes in goodwill for the three months ended March 31, 2020 and for the year ended December 31, 2019 were as follows (in thousands):

 

 

 

March 31,

2020

 

 

December 31,

2019

 

Balance, beginning of period

 

$

419,504

 

 

$

426,226

 

Impax acquisition adjustment

 

 

 

 

 

(1,255

)

Goodwill acquired during the period

 

 

95,955

 

 

 

 

Goodwill divested during the period

 

 

 

 

 

(5,175

)

Currency translation

 

 

(726

)

 

 

(292

)

Balance, end of period

 

$

514,733

 

 

$

419,504

 

 

As of March 31, 2020, $361 million, $89 million, and $65 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.  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 divestiture of the Company's operations in the United Kingdom.

 

Intangible assets at March 31, 2020 and December 31, 2019 are comprised of the following (in thousands):

 

 

 

March 31, 2020

 

 

December 31, 2019

 

 

 

Weighted-Average

Amortization Period

(in years)

 

Cost

 

 

Accumulated

Amortization

 

 

Net

 

 

Cost

 

 

Accumulated

Amortization

 

 

Net

 

Amortizing intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Product rights

 

9.7

 

$

1,191,135

 

 

$

(229,959

)

 

$

961,176

 

 

$

1,197,535

 

 

$

(198,857

)

 

$

998,678

 

Other intangible assets

 

6.1

 

 

140,400

 

 

 

(7,530

)

 

 

132,870

 

 

 

3,000

 

 

 

(1,000

)

 

 

2,000

 

Total

 

 

 

$

1,331,535

 

 

$

(237,489

)

 

$

1,094,046

 

 

$

1,200,535

 

 

$

(199,857

)

 

$

1,000,678

 

In-process research and development

 

 

 

 

381,115

 

 

 

 

 

 

381,115

 

 

 

382,075

 

 

 

 

 

 

382,075

 

Total intangible assets

 

 

 

$

1,712,650

 

 

$

(237,489

)

 

$

1,475,161

 

 

$

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 March 31, 2020, the Company recognized a total of $2 million of intangible asset impairment charges, of which $1 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 March 31, 2020 are primarily related to two currently marketed products and two in-process research and development (“IPR&D”) products, all acquired as part of the Combination.  For the currently marketed products, 2 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. 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 three months ended March 31, 2020, the Company recognized $137 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 three months ended March 31, 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 three months ended March 31, 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 March 31,

 

 

2020

 

 

2019

 

Amortization

$

42,576

 

 

$

30,963

 

 

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

 

$

137,058

 

2021

 

 

174,569

 

2022

 

 

159,512

 

2023

 

 

148,090

 

2024

 

 

140,704

 

Thereafter

 

 

334,113

 

Total

 

$

1,094,046

 

 

v3.20.1
Stockholders’ Equity and Redeemable Non-Controlling Interests
3 Months Ended
Mar. 31, 2020
Equity [Abstract]  
Stockholders’ Equity and Redeemable Non-Controlling Interests

21. 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 months ended March 31, 2020 and 2019, no tax distribution was recorded due to tax losses incurred. As of March 31, 2019, no 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 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.

 

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

 

 

(2,525

)

 

 

(30,812

)

 

 

(33,337

)

     Reallocation of ownership interests

 

 

(7

)

 

 

7

 

 

 

 

Balance March 31, 2020

 

$

(10,364

)

 

$

(23,041

)

 

$

(33,405

)

 

v3.20.1
Subsequent Event
3 Months Ended
Mar. 31, 2020
Subsequent Events [Abstract]  
Subsequent Event

22. Subsequent Event

 

As the financial markets stabilized following a period of high volatility due to the COVID-19 pandemic, the Company repaid $200 million of the $300 million of borrowings under the Revolving Credit Facility in May 2020.

v3.20.1
Summary of Significant Accounting Policies (Policies)
3 Months Ended
Mar. 31, 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 March 31, 2020, cash flows for the three months ended March 31, 2020 and 2019 and the results of its operations, its comprehensive income (loss) and changes in stockholders' equity for the three months ended March 31, 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 Receivable

Chargebacks Receivable

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. The Company establishes a chargeback (rebate) receivable and a reduction to cost of goods sold in the same period as the related sale. At March 31, 2020, chargebacks receivable was $24 million, net of an immaterial allowance for doubtful accounts.

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, chargeback receivables, 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.

v3.20.1
Acquisitions and Divestitures (Tables)
3 Months Ended
Mar. 31, 2020
Business Acquisition [Line Items]  
Schedule of Business Acquisition Pro Forma Data The unaudited pro forma combined results of operations for the three months ended March 31, 2020 and 2019 (assuming the closing of the Acquisitions occurred on January 1, 2019) are as follows (in thousands):

 

 

Three Months Ended March 31,

 

 

 

2020

 

 

2019

 

Net revenue

 

$

525,303

 

 

$

511,205

 

Net income (loss)

 

$

122,521

 

 

$

(133,410

)

Net income (loss) attributable to Amneal Pharmaceuticals, Inc.

 

$

115,388

 

 

$

(50,463

)

 

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 March 31,

2020

 

Restricted cash

 

$

375

 

Trade accounts receivable, net

 

 

52,223

 

Inventories

 

 

72,615

 

Prepaid expenses and other current assets

 

 

33,525

 

Related party receivables

 

 

61

 

Property, plant and equipment

 

 

5,278

 

Goodwill

 

 

95,955

 

Intangible assets, net

 

 

137,400

 

Operating lease right-of-use assets - related party

 

 

5,544

 

Total assets acquired

 

 

402,976

 

Accounts payable and accrued expenses

 

 

89,592

 

Related party payables

 

 

1,532

 

Operating lease liabilities - related party

 

 

5,544

 

Total liabilities assumed

 

 

96,668

 

Redeemable non-controlling interests

 

 

11,475

 

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 contracts

 

 

28,600

 

 

4 years

National contracts

 

 

28,600

 

 

5 years

Customer relationships

 

 

13,000

 

 

10 years

Trade name

 

 

500

 

 

6 years

 

 

$

137,400

 

 

 

v3.20.1
Revenue Recognition (Tables)
3 Months Ended
Mar. 31, 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 months ended March 31, 2020 and 2019 are set forth below (in thousands):

 

 

 

Three Months Ended March 31,

 

 

 

 

2020

 

 

2019

 

Generics

 

 

 

 

 

 

 

 

 

 

Anti-Infective

 

$

13,253

 

 

$

5,942

 

 

Hormonal/Allergy

 

 

87,481

 

 

 

102,725

 

 

Antiviral

 

 

15,824

 

 

 

14,456

 

 

Central Nervous System (1)

 

 

101,575

 

 

 

124,775

 

 

Cardiovascular System

 

 

29,679

 

 

 

36,217

 

 

Gastroenterology

 

 

23,536

 

 

 

9,556

 

 

Oncology

 

 

15,966

 

 

 

14,959

 

 

Metabolic Disease/Endocrine

 

 

17,229

 

 

 

17,847

 

 

Respiratory

 

 

10,067

 

 

 

9,218

 

 

Dermatology

 

 

15,245

 

 

 

12,973

 

 

Other therapeutic classes

 

 

21,746

 

 

 

18,177

 

 

International and other

 

 

985

 

 

 

15,632

 

 

   Total Generics net revenue

 

 

352,586

 

 

 

382,477

 

Specialty

 

 

 

 

 

 

 

 

 

 

Hormonal/Allergy

 

 

13,954

 

 

 

10,899

 

 

Central Nervous System (1)

 

 

68,311

 

 

 

42,899

 

 

Gastroenterology

 

 

48

 

 

 

481

 

 

Metabolic Disease/Endocrine

 

 

273

 

 

 

541

 

 

Other therapeutic classes

 

 

5,391

 

 

 

8,823

 

 

   Total Specialty net revenue

 

 

87,977

 

 

 

63,643

 

AvKARE

 

 

 

 

 

 

 

 

 

 

Distribution

 

 

31,586

 

 

 

 

 

Government Label

 

 

21,378

 

 

 

 

 

Institutional

 

 

3,413

 

 

 

 

 

Other

 

 

1,593

 

 

 

 

 

   Total AvKARE net revenue

 

 

57,970

 

 

 

 

 

       Total net revenue

 

$

498,533

 

 

$

446,120

 

 

 

(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 three months ended March 31, 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 Acquisitions

 

 

15,292

 

 

 

944

 

 

 

15,229

 

 

 

10

 

Provision related to sales recorded in the period

 

 

1,080,290

 

 

 

32,947

 

 

 

47,163

 

 

 

36,472

 

Credits/payments issued during the period

 

 

(1,244,302

)

 

 

(35,371

)

 

 

(26,301

)

 

 

(40,067

)

Balance at March 31, 2020

 

$

681,087

 

 

$

32,828

 

 

$

186,452

 

 

$

111,375

 

 

v3.20.1
Restructuring and Other Charges (Tables)
3 Months Ended
Mar. 31, 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

March 31,

 

 

2020

 

 

2019

 

Employee restructuring separation charges (1)

$

46

 

 

$

2,318

 

Other employee severance charges (2)

 

2,002

 

 

 

3,843

 

Total restructuring and other charges

$

2,048

 

 

$

6,161

 

 

(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)

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

March 31,

 

 

2020

 

 

2019

 

Generics

$

46

 

 

$

996

 

Specialty

 

 

 

 

178

 

Corporate

 

 

 

 

1,144

 

Total employee restructuring charges

$

46

 

 

$

2,318

 

 

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 income

 

 

46

 

Payments

 

 

(2,077

)

Balance at March 31, 2020

 

$

1,869

 

 

v3.20.1
Earnings (Loss) per Share (Tables)
3 Months Ended
Mar. 31, 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 earnings (loss) per share of Class A Common Stock and Class B-1 Common Stock (in thousands, except per share amounts):

 

 

Three Months Ended

March 31,

 

 

2020

 

 

2019

 

Numerator:

 

 

 

 

 

 

 

Net income (loss) attributable to Amneal Pharmaceuticals, Inc.

$

115,067

 

 

$

(47,881

)

Denominator:

 

 

 

 

 

 

 

Weighted-average shares of Class A Common Stock and Class B-1 Common Stock outstanding - basic (1)

 

147,180

 

 

 

127,687

 

Effect of dilutive securities:

 

 

 

 

 

 

 

    Stock options

 

230

 

 

 

 

    Restricted stock units

 

546

 

 

 

 

Weighted-average shares of Class A Common Stock and Class B-1 Common Stock outstanding - diluted

 

147,956

 

 

 

127,687

 

Net earnings (loss) per share attributable to Amneal Pharmaceuticals, Inc.'s common stockholders:

 

 

 

 

 

 

 

Class A and Class B-1 basic

$

0.78

 

 

$

(0.37

)

Class A and Class B-1 diluted

$

0.78

 

 

$

(0.37

)

 

(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 months ended March 31, 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 Common Stock and Class B-1 Common Stock (in thousands):

 

 

Three Months Ended

March 31,

 

 

 

2020

 

 

 

2019

 

 

Stock options

 

683

 

(1)

 

 

8,400

 

(4)

Restricted stock units

 

 

 

 

 

3,282

 

(4)

Performance stock units

 

3,054

 

(2)

 

 

520

 

(4)

Shares of Class B Common Stock

 

152,117

 

(3)

 

 

171,041

 

(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 three months ended March 31, 2020.

(3)

Shares of Class B Common Stock are considered potentially dilutive shares of Class A Common Stock 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 Common Stock 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 months ended March 31, 2020 do not include Class B-1 Common Stock.

(4)

Excluded from the computation of diluted loss per share of Class A Common Stock 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 the three months ended March 31, 2019.

v3.20.1
Trade Accounts Receivable, Net (Tables)
3 Months Ended
Mar. 31, 2020
Receivables [Abstract]  
Schedule of Trade Accounts Receivable, Net

Trade accounts receivable, net is comprised of the following (in thousands):

 

 

 

March 31,

2020

 

 

December 31,

2019

 

Gross accounts receivable

 

$

1,437,336

 

 

$

1,470,706

 

Allowance for doubtful accounts

 

 

(739

)

 

 

(2,201

)

Contract charge-backs and sales volume allowances

 

 

(681,087

)

 

 

(829,807

)

Cash discount allowances

 

 

(32,828

)

 

 

(34,308

)

Subtotal

 

 

(714,654

)

 

 

(866,316

)

Trade accounts receivable, net

 

$

722,682

 

 

$

604,390

 

 

v3.20.1
Inventories (Tables)
3 Months Ended
Mar. 31, 2020
Inventory Disclosure [Abstract]  
Components of Inventories, Net of Reserves

Inventories, net of reserves, are comprised of the following (in thousands):

 

 

 

March 31,

2020

 

 

December 31,

2019

 

Raw materials

 

$

162,725

 

 

$

172,159

 

Work in process

 

 

53,071

 

 

 

58,188

 

Finished goods

 

 

222,163

 

 

 

150,720

 

Total inventories

 

$

437,959

 

 

$

381,067

 

 

v3.20.1
Prepaid and Other Current Assets (Tables)
3 Months Ended
Mar. 31, 2020
Organization Consolidation And Presentation Of Financial Statements [Abstract]  
Schedule of Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets are comprised of the following (in thousands):

 

 

 

March 31,

2020

 

 

December 31,

2019

 

Deposits and advances

 

$

373

 

 

$

1,123

 

Prepaid insurance

 

 

2,648

 

 

 

3,858

 

Prepaid regulatory fees

 

 

2,330

 

 

 

4,016

 

Income and other tax receivables (1)

 

 

124,527

 

 

 

13,740

 

Prepaid taxes

 

 

3,200

 

 

 

3,255

 

Other current receivables

 

 

16,364

 

 

 

15,996

 

Other prepaid assets

 

 

30,575

 

 

 

28,176

 

Chargebacks receivable (2)

 

 

24,392

 

 

 

 

Total prepaid expenses and other current assets

 

$

204,409

 

 

$

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 coronavirus outbreak 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.  For further details, refer to Note 8. Income Taxes.

 

(2)

When a sale occurs on a contract item, the difference between the cost paid to the manufacturer by the Company and the contract cost that the end customer has with the manufacturer is rebated back to the Company by the manufacturer. The Company establishes a chargeback (rebate) receivable and a reduction to cost of goods sold in the same period as the related sale.

v3.20.1
Other Assets (Tables)
3 Months Ended
Mar. 31, 2020
Other Assets [Abstract]  
Schedule of Other Assets

Other assets are comprised of the following (in thousands):

 

 

 

March 31,

2020

 

 

December 31,

2019

 

Deferred revolving credit facility costs

 

$

3,434

 

 

$

3,099

 

Security deposits

 

 

1,730

 

 

 

1,938

 

Long-term prepaid expenses

 

 

5,875

 

 

 

6,438

 

Interest rate swap

 

 

 

 

 

16,373

 

Financing lease right-of-use assets

 

 

10,703

 

 

 

11,442

 

Other long-term assets

 

 

4,714

 

 

 

4,980

 

Total other assets

 

$

26,456

 

 

$

44,270

 

v3.20.1
Debt (Tables)
3 Months Ended
Mar. 31, 2020
Debt Disclosure [Abstract]  
Summary of Long-term Debt

The following is a summary of the Company's long-term debt (in thousands):

 

 

 

March 31, 2020

 

 

December 31, 2019

 

Term Loan due May 2025

 

$

2,652,126

 

 

$

2,658,876

 

Rondo Term Loan due January 2025

 

 

180,000

 

 

 

 

Other

 

 

624

 

 

 

624

 

Total long-term debt

 

 

2,832,750

 

 

 

2,659,500

 

Less: debt issuance costs

 

 

(30,985

)

 

 

(28,975

)

Total debt, net of debt issuance costs

 

 

2,801,765

 

 

 

2,630,525

 

Less: current portion of long-term debt

 

 

(29,736

)

 

 

(21,479

)

Total long-term debt, net

 

$

2,772,029

 

 

$

2,609,046

 

v3.20.1
Other Long-Term Liabilities (Tables)
3 Months Ended
Mar. 31, 2020
Other Liabilities [Abstract]  
Schedule of Other Long-Term Liabilities

Other long-term liabilities are comprised of the following (in thousands):

 

 

 

March 31,

2020

 

 

December 31,

2019

 

Interest rate swap (1)

 

$

46,285

 

 

$

 

Uncertain tax positions

 

 

3,601

 

 

 

5,088

 

Long-term compensation (2)

 

 

19,484

 

 

 

22,735

 

Financing lease liabilities

 

 

3,584

 

 

 

3,869

 

Other long-term liabilities

 

 

7,892

 

 

 

7,891

 

Total other long-term liabilities

 

$

80,846

 

 

$

39,583

 

 

 

(1)

Refer to Notes 15. Fair Value Measurement of Financial Instruments and 16. Financial Instruments for information about the Company’s interest rate swap.

 

(2)

Includes $12 million of long-term deferred compensation plan liabilities (refer to Note 15. Fair Value Measurements of Financial Instruments), $6 million of long-term employee benefits for the Company’s international employees and $2 million of long-term severance liabilities (refer to Note 6. Restructuring and Other Charges).

v3.20.1
Fair Value Measurements of Financial Instruments (Tables)
3 Months Ended
Mar. 31, 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 March 31, 2020 and December 31, 2019 (in thousands):

 

 

 

 

 

 

 

Fair Value Measurement Based on

 

March 31, 2020

 

Total

 

 

Quoted

Prices in

Active

Markets

(Level 1)

 

 

Significant

Other

Observable

Inputs

(Level 2)

 

 

Significant

Unobservable

Inputs

(Level 3)

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swap (1)

 

$

46,285

 

 

$

 

 

$

46,285

 

 

$

 

Deferred compensation plan liabilities (2)

 

 

13,854

 

 

 

 

 

 

13,854

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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 March 31, 2020, deferred compensation plan liabilities of $2million and $12million 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. They 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.

v3.20.1
Financial Instruments (Tables)
3 Months Ended
Mar. 31, 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):

 

 

 

March 31, 2020

 

 

December 31, 2019

 

Derivatives Designated as Hedging Instruments

 

Balance Sheet

Classification

 

Fair Value

 

 

Balance Sheet

Classification

 

Fair Value

 

Variable-to-fixed interest rate swap

 

Other long-term liabilities

 

$

46,285

 

 

Other assets

 

$

16,373

 

v3.20.1
Segment Information (Tables)
3 Months Ended
Mar. 31, 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 March 31, 2020

 

Generics (1) (2)

 

 

Specialty (2)

 

 

AvKARE (1)

 

 

Corporate

and Other

 

 

Total

Company

 

Net revenue

 

$

352,586

 

 

$

87,977

 

 

$

57,970

 

 

$

 

 

$

498,533

 

Cost of goods sold

 

 

218,865

 

 

 

47,818

 

 

 

46,895

 

 

 

 

 

 

313,578

 

Cost of goods sold impairment charges

 

 

1,456

 

 

 

 

 

 

 

 

 

 

 

 

1,456

 

Gross profit

 

 

132,265

 

 

 

40,159

 

 

 

11,075

 

 

 

 

 

 

183,499

 

Selling, general and administrative

 

 

16,623

 

 

 

20,942

 

 

 

10,788

 

 

 

29,623

 

 

 

77,976

 

Research and development

 

 

29,034

 

 

 

7,345

 

 

 

 

 

 

 

 

 

36,379

 

In-process research and development impairment charges

 

 

960

 

 

 

 

 

 

 

 

 

 

 

 

960

 

Intellectual property legal development expenses

 

 

1,265

 

 

 

5

 

 

 

 

 

 

 

 

 

1,270

 

Charges related to legal matters

 

 

2,500

 

 

 

2,000

 

 

 

 

 

 

 

 

 

4,500

 

Other operating expenses

 

 

46

 

 

 

 

 

 

 

 

 

4,577

 

 

 

4,623

 

Operating income (loss)

 

$

81,837

 

 

$

9,867

 

 

$

287

 

 

$

(34,200

)

 

$

57,791

 

 

 

(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 March 31, 2019

 

Generics

 

 

Specialty

 

 

Corporate

and Other

 

 

Total

Company

 

Net revenue

 

$

382,477

 

 

$

63,643

 

 

$

 

 

$

446,120

 

Cost of goods sold

 

 

278,878

 

 

 

30,865

 

 

 

 

 

 

309,743

 

Cost of goods sold impairment charges

 

 

53,297

 

 

 

 

 

 

 

 

 

53,297

 

Gross profit

 

 

50,302

 

 

 

32,778

 

 

 

 

 

 

83,080

 

Selling, general and administrative

 

 

24,148

 

 

 

21,327

 

 

 

38,961

 

 

 

84,436

 

Research and development

 

 

50,151

 

 

 

3,707

 

 

 

 

 

 

53,858

 

In-process research and development impairment charges

 

 

22,787

 

 

 

 

 

 

 

 

 

22,787

 

Intellectual property legal development expenses

 

 

3,121

 

 

 

1,045

 

 

 

 

 

 

4,166

 

Other operating expenses

 

 

4,678

 

 

 

2,062

 

 

 

5,453

 

 

 

12,193

 

Operating (loss) income

 

$

(54,583

)

 

$

4,637

 

 

$

(44,414

)

 

$

(94,360

)

 

v3.20.1
Goodwill and Intangible Assets (Tables)
3 Months Ended
Mar. 31, 2020
Goodwill And Intangible Assets Disclosure [Abstract]  
Schedule of Goodwill

The changes in goodwill for the three months ended March 31, 2020 and for the year ended December 31, 2019 were as follows (in thousands):

 

 

 

March 31,

2020

 

 

December 31,

2019

 

Balance, beginning of period

 

$

419,504

 

 

$

426,226

 

Impax acquisition adjustment

 

 

 

 

 

(1,255

)

Goodwill acquired during the period

 

 

95,955

 

 

 

 

Goodwill divested during the period

 

 

 

 

 

(5,175

)

Currency translation

 

 

(726

)

 

 

(292

)

Balance, end of period

 

$

514,733

 

 

$

419,504

 

 

Schedule of Finite-Lived Intangible Assets

Intangible assets at March 31, 2020 and December 31, 2019 are comprised of the following (in thousands):

 

 

 

March 31, 2020

 

 

December 31, 2019

 

 

 

Weighted-Average

Amortization Period

(in years)

 

Cost

 

 

Accumulated

Amortization

 

 

Net

 

 

Cost

 

 

Accumulated

Amortization

 

 

Net

 

Amortizing intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Product rights

 

9.7

 

$

1,191,135

 

 

$

(229,959

)

 

$

961,176

 

 

$

1,197,535

 

 

$

(198,857

)

 

$

998,678

 

Other intangible assets

 

6.1

 

 

140,400

 

 

 

(7,530

)

 

 

132,870

 

 

 

3,000

 

 

 

(1,000

)

 

 

2,000

 

Total

 

 

 

$

1,331,535

 

 

$

(237,489

)

 

$

1,094,046

 

 

$

1,200,535

 

 

$

(199,857

)

 

$

1,000,678

 

In-process research and development

 

 

 

 

381,115

 

 

 

 

 

 

381,115

 

 

 

382,075

 

 

 

 

 

 

382,075

 

Total intangible assets

 

 

 

$

1,712,650

 

 

$

(237,489

)

 

$

1,475,161

 

 

$

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 March 31,

 

 

2020

 

 

2019

 

Amortization

$

42,576

 

 

$

30,963

 

 

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

 

$

137,058

 

2021

 

 

174,569

 

2022

 

 

159,512

 

2023

 

 

148,090

 

2024

 

 

140,704

 

Thereafter

 

 

334,113

 

Total

 

$

1,094,046

 

 

v3.20.1
Stockholders’ Equity and Redeemable Non-Controlling Interests (Tables)
3 Months Ended
Mar. 31, 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

 

 

(2,525

)

 

 

(30,812

)

 

 

(33,337

)

     Reallocation of ownership interests

 

 

(7

)

 

 

7

 

 

 

 

Balance March 31, 2020

 

$

(10,364

)

 

$

(23,041

)

 

$

(33,405

)

 

v3.20.1
Nature of Operations - Additional Information (Details)
$ / shares in Units, $ in Millions
3 Months Ended 12 Months Ended
May 04, 2018
USD ($)
$ / shares
shares
Jun. 30, 2019
shares
Dec. 31, 2019
$ / shares
shares
Mar. 31, 2020
$ / shares
Class Of Stock [Line Items]        
Shares repurchased percentage 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 57.00%   51.00% 51.00%
Holdings | Private Placement And PPU Holders Distribution        
Class Of Stock [Line Items]        
Decrease in noncontrolling ownership interest percentage 18.00%      
Impax Acquisition | Holdings        
Class Of Stock [Line Items]        
Ownership percentage by noncontrolling owners 75.00%      
Ownership percentage by parent 25.00%      
Impax Common Stock Holders | Impax Acquisition        
Class Of Stock [Line Items]        
Shareholder ownership percentage 25.00%      
Amneal Holdings, LLC | Impax Acquisition        
Class Of Stock [Line Items]        
Shareholder ownership percentage 75.00%      
PIPE Investors        
Class Of Stock [Line Items]        
Shareholder ownership percentage 15.00%      
Class A Common Stock        
Class Of Stock [Line Items]        
Common stock, par value (in dollars per share) $ 0.01   $ 0.01 $ 0.01
Stock conversion ratio 1      
Conversion of Class B-1 Common Stock (in shares) | shares   12,300,000 12,300,000  
Class A Common Stock | Private Placement        
Class Of Stock [Line Items]        
Sale of stock, number of shares issued in transaction (in shares) | shares 34,500,000      
Class A Common Stock | PPU Holders Distribution        
Class Of Stock [Line Items]        
Sale of stock, number of shares issued in transaction (in shares) | shares 6,900,000      
Class B Common Stock        
Class Of Stock [Line Items]        
Common stock, par value (in dollars per share) $ 0.01   $ 0.01 $ 0.01
Class B-1 Common Stock        
Class Of Stock [Line Items]        
Common stock, par value (in dollars per share) $ 0.01      
Class B-1 Common Stock | Private Placement        
Class Of Stock [Line Items]        
Sale of stock, number of shares issued in transaction (in shares) | shares 12,300,000      
Impax Laboratories, LLC        
Class Of Stock [Line Items]        
Common stock, par value (in dollars per share) $ 0.01      
v3.20.1
Summary of Significant Accounting Policies - Additional Information (Details)
$ in Millions
Mar. 31, 2020
USD ($)
Accounting Policies [Abstract]  
Chargebacks receivable net of an immaterial allowance for doubtful accounts $ 24
v3.20.1
Acquisitions and Divestitures - Additional Information (Details) - USD ($)
$ in Thousands
1 Months Ended 3 Months Ended
Jan. 31, 2020
Dec. 10, 2019
Mar. 30, 2019
Apr. 30, 2019
Mar. 31, 2020
Mar. 31, 2019
Dec. 31, 2019
Dec. 31, 2018
Business Acquisition [Line Items]                
Goodwill         $ 514,733   $ 419,504 $ 426,226
Net revenue         498,533 $ 446,120    
Operating loss         57,791 (94,360)    
Amortization expense from intangible assets         42,576 30,963    
Gain (loss) on sale of international businesses         0 8,818    
Disposal Group, Disposed of by Sale, Not Discontinued Operations | Creo Pharma Holding Limited                
Business Acquisition [Line Items]                
Ownership percentage sold     100.00%          
Cash consideration, subsidiary       $ 32,000        
Carrying value, net assets     $ 22,000          
Carrying value, intangible assets sold     7,000          
Carrying value, goodwill     $ 5,000          
Gain (loss) on sale of international businesses           9,000    
Loss on disposition of business, release of foreign currency translation adjustments           $ 3,000    
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 Segment                
Business Acquisition [Line Items]                
Goodwill         65,000      
Net revenue         57,970      
Generics                
Business Acquisition [Line Items]                
Goodwill         31,000      
Term Loan                
Business Acquisition [Line Items]                
Debt face amount $ 180,000              
AvKARE and R&S Acquisitions                
Business Acquisition [Line Items]                
Date of purchase agreement   Dec. 10, 2019            
Percentage of voting interests acquired 65.10% 65.10%            
Total consideration, net of cash acquired $ 294,833              
Consideration paid in cash on hand 254,000              
Liabilities incurred, fair value 11,000              
Working capital costs 2,000              
Acquisition, transaction costs         1,000      
Goodwill         95,955      
Net revenue         65,000      
Operating loss         (1,000)      
Amortization expense from intangible assets         6,000      
AvKARE and R&S Acquisitions | Short Term Promissory Note                
Business Acquisition [Line Items]                
Liabilities incurred 1,000              
AvKARE and R&S Acquisitions | Cash on Hand                
Business Acquisition [Line Items]                
Consideration paid in cash on hand 76,000              
AvKARE and R&S Acquisitions | Long Term Promissory Notes                
Business Acquisition [Line Items]                
Liabilities incurred 44,000              
Liabilities incurred, fair value 35,033              
AvKARE and R&S Acquisitions | Debt                
Business Acquisition [Line Items]                
Consideration paid in cash on hand $ 178,000              
AvKARE | AvKare Segment                
Business Acquisition [Line Items]                
Goodwill         $ 65,000      
v3.20.1
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
v3.20.1
Acquisitions and Divestitures - Payments to Acquire Business (Parenthetical) (Details) - AvKARE and R&S Acquisitions
$ in Thousands
Jan. 31, 2020
USD ($)
Business Acquisition [Line Items]  
Liabilities incurred, fair value $ 11,000
Long Term Promissory Notes  
Business Acquisition [Line Items]  
Liabilities incurred, fair value 35,033
Principal amount 44,000
Sellers notes discount $ 9,000
v3.20.1
Acquisitions and Divestitures - Assets Acquired and Liabilities Assumed (Details) - USD ($)
$ in Thousands
Mar. 31, 2020
Dec. 31, 2019
Dec. 31, 2018
Business Acquisition [Line Items]      
Goodwill $ 514,733 $ 419,504 $ 426,226
AvKARE and R&S Acquisitions      
Business Acquisition [Line Items]      
Restricted cash 375    
Trade accounts receivable, net 52,223    
Inventories 72,615    
Prepaid expenses and other current assets 33,525    
Related party receivables 61    
Property, plant and equipment 5,278    
Goodwill 95,955    
Intangible assets, net 137,400    
Operating lease right-of-use assets - related party 5,544    
Total assets acquired 402,976    
Accounts payable and accrued expenses 89,592    
Related party payables 1,532    
Operating lease liabilities - related party 5,544    
Total liabilities assumed 96,668    
Redeemable non-controlling interests 11,475    
Fair value of consideration transferred $ 294,833    
v3.20.1
Acquisitions and Divestitures - Acquired Intangible Assets (Details)
$ in Thousands
3 Months Ended
Mar. 31, 2020
USD ($)
Acquired Finite Lived Intangible Assets [Line Items]  
Preliminary Fair Values $ 137,000
AvKARE and R&S Acquisitions  
Acquired Finite Lived Intangible Assets [Line Items]  
Preliminary Fair Values 137,400
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 $ 28,600
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
v3.20.1
Acquisitions and Divestitures - Pro Forma (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Business Combinations [Abstract]    
Net revenue $ 525,303 $ 511,205
Net income (loss) 122,521 (133,410)
Net income (loss) attributable to Amneal Pharmaceuticals, Inc. $ 115,388 $ (50,463)
v3.20.1
Revenue Recognition - Additional Information (Details) - customer
3 Months Ended 12 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Dec. 31, 2019
Concentration Risk [Line Items]      
Concentration risk, number of largest customers 3 3 3
Sales Revenue, Gross | Three Largest Customers | Customer Concentration Risk      
Concentration Risk [Line Items]      
Concentration risk percentage 81.00% 79.00%  
v3.20.1
Revenue Recognition - Schedule of Disaggregated Revenue (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Disaggregation Of Revenue [Line Items]    
Net revenue $ 498,533 $ 446,120
Generics    
Disaggregation Of Revenue [Line Items]    
Net revenue 352,586 382,477
Specialty    
Disaggregation Of Revenue [Line Items]    
Net revenue 87,977 63,643
AvKare Segment    
Disaggregation Of Revenue [Line Items]    
Net revenue 57,970  
International and Other | Generics    
Disaggregation Of Revenue [Line Items]    
Net revenue 985 15,632
Anti Infective | US | Generics    
Disaggregation Of Revenue [Line Items]    
Net revenue 13,253 5,942
Hormonal/Allergy | US | Generics    
Disaggregation Of Revenue [Line Items]    
Net revenue 87,481 102,725
Hormonal/Allergy | US | Specialty    
Disaggregation Of Revenue [Line Items]    
Net revenue 13,954 10,899
Antiviral | US | Generics    
Disaggregation Of Revenue [Line Items]    
Net revenue 15,824 14,456
Central Nervous System | US | Generics    
Disaggregation Of Revenue [Line Items]    
Net revenue 101,575 124,775
Central Nervous System | US | Specialty    
Disaggregation Of Revenue [Line Items]    
Net revenue 68,311 42,899
Cardiovascular System | US | Generics    
Disaggregation Of Revenue [Line Items]    
Net revenue 29,679 36,217
Gastroenterology | US | Generics    
Disaggregation Of Revenue [Line Items]    
Net revenue 23,536 9,556
Gastroenterology | US | Specialty    
Disaggregation Of Revenue [Line Items]    
Net revenue 48 481
Oncology | US | Generics    
Disaggregation Of Revenue [Line Items]    
Net revenue 15,966 14,959
Metabolic Disease/Endocrine | US | Generics    
Disaggregation Of Revenue [Line Items]    
Net revenue 17,229 17,847
Metabolic Disease/Endocrine | US | Specialty    
Disaggregation Of Revenue [Line Items]    
Net revenue 273 541
Respiratory | US | Generics    
Disaggregation Of Revenue [Line Items]    
Net revenue 10,067 9,218
Dermatology | US | Generics    
Disaggregation Of Revenue [Line Items]    
Net revenue 15,245 12,973
Other Therapeutic Classes | US | Generics    
Disaggregation Of Revenue [Line Items]    
Net revenue 21,746 18,177
Other Therapeutic Classes | US | Specialty    
Disaggregation Of Revenue [Line Items]    
Net revenue 5,391 $ 8,823
Distribution | US | AvKare Segment    
Disaggregation Of Revenue [Line Items]    
Net revenue 31,586  
Government Label | US | AvKare Segment    
Disaggregation Of Revenue [Line Items]    
Net revenue 21,378  
Institutional | US | AvKare Segment    
Disaggregation Of Revenue [Line Items]    
Net revenue 3,413  
Other | US | AvKare Segment    
Disaggregation Of Revenue [Line Items]    
Net revenue $ 1,593  
v3.20.1
Revenue Recognition - Schedule of Major Categories of Sales-Related Deductions (Details)
$ in Thousands
3 Months Ended
Mar. 31, 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 15,292
Provision related to sales recorded in the period 1,080,290
Credits/payments issued during the period (1,244,302)
Balance, End of Period 681,087
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 32,947
Credits/payments issued during the period (35,371)
Balance, End of Period 32,828
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 47,163
Credits/payments issued during the period (26,301)
Balance, End of Period 186,452
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 36,472
Credits/payments issued during the period (40,067)
Balance, End of Period $ 111,375
v3.20.1
Alliance and Collaboration - Additional Information (Details) - USD ($)
1 Months Ended 3 Months Ended 12 Months Ended
Nov. 09, 2018
Aug. 16, 2018
May 07, 2018
Jun. 30, 2016
Apr. 30, 2019
Feb. 28, 2019
Mar. 31, 2020
Mar. 31, 2019
Dec. 31, 2019
Mar. 22, 2019
Dec. 31, 2018
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                      
Expensed to costs of goods sold             $ 313,578,000 $ 309,743,000      
Transition contract liability             606,925,000   $ 507,483,000    
Research and development             36,379,000 53,858,000      
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  
Payment of 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 $ 47,000,000         $ 4,000,000          
Expensed to costs of goods sold             0 37,000,000      
Transition contract liability                     $ 4,000,000
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             0 1,000,000      
Astra Zeneca                      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                      
Collaborative arrangement reduced royalty       $ 30,000,000              
Astra Zeneca | Royalty                      
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]                      
Expensed to costs of goods sold             $ 4,000,000 $ 4,000,000      
v3.20.1
Restructuring and Other Charges - Additional Information (Details) - New York Manufacturing And New Jersey Packaging Facilities
Jul. 10, 2019
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
v3.20.1
Restructuring and Other Charges - Restructuring Charges (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Restructuring Cost and Reserve [Line Items]    
Restructuring and other charges $ 2,048 $ 6,161
Severance charges    
Restructuring Cost and Reserve [Line Items]    
Restructuring and other charges 46 2,318
Other employee severance charges 2,002 3,843
Employee Restructuring Charges    
Restructuring Cost and Reserve [Line Items]    
Restructuring and other charges 46 2,318
Employee Restructuring Charges | Operating Segments | Generics    
Restructuring Cost and Reserve [Line Items]    
Restructuring and other charges 46 996
Employee Restructuring Charges | Operating Segments | Specialty    
Restructuring Cost and Reserve [Line Items]    
Restructuring and other charges 0 178
Employee Restructuring Charges | Corporate    
Restructuring Cost and Reserve [Line Items]    
Restructuring and other charges $ 0 $ 1,144
v3.20.1
Restructuring and Other Charges - Restructuring Rollforward (Details) - Employee Restructuring
$ in Thousands
3 Months Ended
Mar. 31, 2020
USD ($)
Restructuring Reserve [Roll Forward]  
Beginning balance $ 3,900
Charges to income 46
Payments (2,077)
Ending balance $ 1,869
v3.20.1
Earnings (Loss) per Share - Computation of Basic and Diluted Earnings (Loss) per Share (Details) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Numerator:    
Net income (loss) attributable to Amneal Pharmaceuticals, Inc. $ 115,067 $ (47,881)
Denominator:    
Class A and Class B-1 basic 147,180 127,687
Effect of dilutive securities:    
Weighted-average shares of Class A Common Stock and Class B-1 Common Stock outstanding - diluted 147,956 127,687
Net income (loss) per share attributable to Amneal Pharmaceuticals, Inc.'s common stockholders:    
Class A and Class B-1 basic $ 0.78 $ (0.37)
Class A and Class B-1 diluted $ 0.78 $ (0.37)
Stock options    
Effect of dilutive securities:    
Effect of dilutive securities (in shares) 230  
Restricted stock units    
Effect of dilutive securities:    
Effect of dilutive securities (in shares) 546  
v3.20.1
Earnings (Loss) per Share - Computation of Basic and Diluted Earnings (Loss) per Share (Parenthetical) (Details) - shares
3 Months Ended 12 Months Ended
Jun. 30, 2019
Dec. 31, 2019
Class A Common Stock    
Schedule Of Earnings Per Share Basic And Diluted [Line Items]    
Conversion of Class B-1 Common Stock (in shares) 12,300,000 12,300,000
v3.20.1
Earnings (Loss) per Share - Securities Excluded from Diluted Earnings per Share Computation (Details) - shares
shares in Thousands
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Stock options    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Potentially dilutive securities excluded from earnings per share (in shares) 683 8,400
Restricted stock units    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Potentially dilutive securities excluded from earnings per share (in shares)   3,282
Performance stock units    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Potentially dilutive securities excluded from earnings per share (in shares) 3,054 520
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) 152,117 171,041
v3.20.1
Income Taxes - Additional Information (Details) - USD ($)
$ in Thousands
3 Months Ended 12 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Dec. 31, 2018
Dec. 31, 2019
Income Tax Disclosure [Abstract]        
Benefit from income taxes $ 108,173 $ 8,428    
Effective tax rate, percent 810.60% 6.30%    
Valuation allowance       $ 428,000
Net operating loss carryforwards $ 345,000      
Deferred tax assets, discrete income tax benefit $ 110,000      
Effective income tax rate 21.00%   35.00%  
Percentage of tax receivable agreement paid to other holders of Amneal common units 85.00%      
Liabilities under tax receivable agreement $ 202,000      
v3.20.1
Trade Accounts Receivable, Net - Schedule of Trade Accounts Receivable, Net (Details) - USD ($)
$ in Thousands
Mar. 31, 2020
Dec. 31, 2019
Receivables [Abstract]    
Gross accounts receivable $ 1,437,336 $ 1,470,706
Allowance for doubtful accounts (739) (2,201)
Contract charge-backs and sales volume allowances (681,087) (829,807)
Cash discount allowances (32,828) (34,308)
Subtotal (714,654) (866,316)
Trade accounts receivable, net $ 722,682 $ 604,390
v3.20.1
Trade Accounts Receivable, Net - Additional Information (Details) - customer
3 Months Ended 12 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Dec. 31, 2019
Concentration Risk [Line Items]      
Concentration risk, number of largest customers 3 3 3
Customer Concentration Risk | Accounts Receivable      
Concentration Risk [Line Items]      
Concentration risk percentage 10.00%   10.00%
Customer Concentration Risk | Accounts Receivable | Customer A      
Concentration Risk [Line Items]      
Concentration risk percentage 38.00%   39.00%
Customer Concentration Risk | Accounts Receivable | Customer B      
Concentration Risk [Line Items]      
Concentration risk percentage 24.00%   25.00%
Customer Concentration Risk | Accounts Receivable | Customer C      
Concentration Risk [Line Items]      
Concentration risk percentage 21.00%   25.00%
v3.20.1
Inventories - Components of Inventories, Net of Reserves (Details) - USD ($)
$ in Thousands
Mar. 31, 2020
Dec. 31, 2019
Inventory Disclosure [Abstract]    
Raw materials $ 162,725 $ 172,159
Work in process 53,071 58,188
Finished goods 222,163 150,720
Total inventories $ 437,959 $ 381,067
v3.20.1
Prepaid and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Details) - USD ($)
$ in Thousands
Mar. 31, 2020
Dec. 31, 2019
Organization Consolidation And Presentation Of Financial Statements [Abstract]    
Deposits and advances $ 373 $ 1,123
Prepaid insurance 2,648 3,858
Prepaid regulatory fees 2,330 4,016
Income and other tax receivables 124,527 13,740
Prepaid taxes 3,200 3,255
Other current receivables 16,364 15,996
Other prepaid assets 30,575 28,176
Chargebacks receivable 24,392  
Total prepaid expenses and other current assets $ 204,409 $ 70,164
v3.20.1
Prepaid and Other Current Assets - Schedule of Prepaid Expenses and Other Current Assets (Parenthetical) (Details)
$ in Millions
Mar. 27, 2020
USD ($)
Organization Consolidation And Presentation Of Financial Statements [Abstract]  
U.S. federal income tax receivable $ 110
v3.20.1
Other Assets - Schedule of Other Assets (Details) - USD ($)
$ in Thousands
Mar. 31, 2020
Dec. 31, 2019
Other Assets [Line Items]    
Other assets $ 26,456 $ 44,270
Deferred Revolving Credit Facility Costs    
Other Assets [Line Items]    
Other assets 3,434 3,099
Security Deposits    
Other Assets [Line Items]    
Other assets 1,730 1,938
Long-Term Prepaid Expenses    
Other Assets [Line Items]    
Other assets 5,875 6,438
Interest Rate Swap    
Other Assets [Line Items]    
Other assets   16,373
Financing Lease Right-of-Use Assets    
Other Assets [Line Items]    
Other assets 10,703 11,442
Other Long-Term Assets    
Other Assets [Line Items]    
Other assets $ 4,714 $ 4,980
v3.20.1
Debt - Summary of Long-term Debt (Details) - USD ($)
$ in Thousands
Mar. 31, 2020
Dec. 31, 2019
Debt Instrument [Line Items]    
Long-term debt $ 2,832,750 $ 2,659,500
Less: debt issuance costs (30,985) (28,975)
Total debt, net of debt issuance costs 2,801,765 2,630,525
Less: current portion of long-term debt (29,736) (21,479)
Total long-term debt, net 2,772,029 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 2,652,126 2,658,876
Rondo Term Loan due January 2025    
Debt Instrument [Line Items]    
Long-term debt $ 180,000 $ 0
v3.20.1
Debt - Additional Information (Details) - USD ($)
3 Months Ended
May 11, 2020
Jan. 31, 2020
May 04, 2018
Mar. 31, 2020
Mar. 31, 2019
Debt Instrument [Line Items]          
Amortization of debt issuance costs       $ 2,000,000 $ 2,000,000
AvKARE and R&S Acquisitions          
Debt Instrument [Line Items]          
Liabilities incurred, fair value   $ 11,000,000      
Rondo Term Loan          
Debt Instrument [Line Items]          
Principal amount of debt   $ 180,000,000      
Quarterly installment rate   5.00%      
Maturity date   Jan. 31, 2025      
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  
Repayments of principal in year three       9,000,000  
Repayments of principal in year four       9,000,000  
Repayments of principal in year five       9,000,000  
Repayments of principal thereafter       9,000,000  
Rondo Revolving Credit Facility          
Debt Instrument [Line Items]          
Maximum borrowing capacity   30,000,000      
Borrowings on credit facility   $ 0      
Rondo Credit Facility          
Debt Instrument [Line Items]          
Maturity date   Jan. 31, 2025      
Basis spread on variable rate   3.00%      
Stated interest rate, increase or decrease   0.25%      
Commitment fee percentage on unused capacity   0.40%      
Debt issuance costs, gross   $ 1,000,000      
Rondo Credit Facility | Minimum          
Debt Instrument [Line Items]          
Commitment fee percentage on unused capacity   0.25%      
Rondo Credit Facility | Maximum          
Debt Instrument [Line Items]          
Commitment fee percentage on unused capacity   0.50%      
Amortization of debt issuance costs       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 in year four       27,000,000  
Repayments of principal in year five       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     1.00%    
Maturity date     May 04, 2025    
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       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       $ 194,000,000  
Maturity date       May 04, 2023  
Stated interest rate, increase or decrease       0.25%  
Commitment fee percentage on unused capacity       0.375%  
Borrowings on credit facility       $ 300,000,000  
Debt issuance costs, gross     $ 5,000,000    
Line of Credit | Senior Secured Asset-Backed Revolving Credit Facility | Subsequent Event          
Debt Instrument [Line Items]          
Repayment of borrowings on credit facility $ 200,000,000        
Line of Credit | Senior Secured Asset-Backed Revolving Credit Facility | Minimum          
Debt Instrument [Line Items]          
Commitment fee percentage on unused capacity     0.25%    
Line of Credit | Senior Secured Asset-Backed Revolving Credit Facility | Maximum          
Debt Instrument [Line Items]          
Commitment fee percentage on unused capacity     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       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 percentage   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 percentage   1.60%      
Liabilities incurred, fair value   $ 1,000,000      
v3.20.1
Other Long-Term Liabilities - Schedule of Other Long-Term Liabilities (Details) - USD ($)
$ in Thousands
Mar. 31, 2020
Dec. 31, 2019
Other Liabilities [Line Items]    
Other long-term liabilities $ 80,846 $ 39,583
Interest Rate Swap    
Other Liabilities [Line Items]    
Other long-term liabilities 46,285 0
Uncertain Tax Positions    
Other Liabilities [Line Items]    
Other long-term liabilities 3,601 5,088
Long-Term Compensation    
Other Liabilities [Line Items]    
Other long-term liabilities 19,484 22,735
Financing Lease Liabilities    
Other Liabilities [Line Items]    
Other long-term liabilities 3,584 3,869
Other Long-Term Liabilities    
Other Liabilities [Line Items]    
Other long-term liabilities $ 7,892 $ 7,891
v3.20.1
Other Long-Term Liabilities - Schedule of Other Long-Term Liabilities (Parenthetical) (Details)
$ in Millions
Mar. 31, 2020
USD ($)
Other Liabilities [Line Items]  
Employee benefit noncurrent $ 6
Long-term severance liabilities 2
Non-current Liabilities  
Other Liabilities [Line Items]  
Deferred compensation plan liabilities $ 12
v3.20.1
Fair Value Measurements of Financial Instruments - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Details) - Recurring - USD ($)
$ in Thousands
Mar. 31, 2020
Dec. 31, 2019
Assets    
Interest rate swap   $ 16,373
Liabilities    
Interest rate swap $ 46,285  
Deferred compensation plan liabilities 13,854 18,396
Quoted Prices in Active Markets (Level 1)    
Assets    
Interest rate swap   0
Liabilities    
Interest rate swap 0  
Deferred compensation plan liabilities 0 0
Significant Other Observable Inputs (Level 2)    
Assets    
Interest rate swap   16,373
Liabilities    
Interest rate swap 46,285  
Deferred compensation plan liabilities 13,854 18,396
Significant Unobservable Inputs (Level 3)    
Assets    
Interest rate swap   0
Liabilities    
Interest rate swap 0  
Deferred compensation plan liabilities $ 0 $ 0
v3.20.1
Fair Value Measurements of Financial Instruments - Assets and Liabilities Measured at Fair Value on a Recurring Basis (Parenthetical) (Details) - USD ($)
$ in Thousands
Mar. 31, 2020
Dec. 31, 2019
Non-current Liabilities    
Liabilities    
Deferred compensation plan liabilities $ 12,000  
Recurring    
Liabilities    
Deferred compensation plan liabilities 13,854 $ 18,396
Recurring | Current Liabilities    
Liabilities    
Deferred compensation plan liabilities 2,000 4,000
Recurring | Non-current Liabilities    
Liabilities    
Deferred compensation plan liabilities $ 12,000 $ 14,000
v3.20.1
Fair Value Measurements of Financial Instruments - Additional Information (Details) - USD ($)
3 Months Ended
Mar. 31, 2020
Jan. 31, 2020
Dec. 31, 2019
Mar. 31, 2019
May 04, 2018
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]          
Fair value, assets, level 1 to level 2 transfers, amount $ 0        
Fair value, assets, level 2 to level 1 transfers, amount 0        
Fair value, liabilities, level 1 to level 2 transfers, amount 0        
Fair value, liabilities, level 2 to level 1 transfers, amount 0        
Fair value, measurement with unobservable inputs reconciliation, liability, transfers into level 3 0        
Fair value, measurement with unobservable inputs reconciliation, liability, transfers out of level 3 0        
Long term debt 2,801,765,000   $ 2,630,525,000    
Non-Recurring Basis          
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]          
Assets measured at fair value 0     $ 0  
Liabilities measured at fair value 0     $ 0  
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 180,000,000        
Term Loan | Significant Other Observable Inputs (Level 2)          
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]          
Long-term debt fair value 2,300,000,000   $ 2,400,000,000   $ 2,700,000,000
Term Loan | Significant Other Observable Inputs (Level 2) | Rondo          
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]          
Long-term debt fair value   $ 180,000,000      
Sellers Notes | Significant Other Observable Inputs (Level 2)          
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]          
Long term debt $ 35,000,000        
v3.20.1
Financial Instruments - Additional Information (Details) - USD ($)
Mar. 31, 2020
Oct. 31, 2019
Mar. 31, 2019
Derivative [Line Items]      
Net of income taxes, recognized in accumulated other comprehensive loss $ 46,000,000   $ 0
Accumulated Other Comprehensive (Loss) Income      
Derivative [Line Items]      
Net of income taxes, recognized in accumulated other comprehensive loss 23,000,000   0
Non-Controlling Interests      
Derivative [Line Items]      
Net of income taxes, recognized in accumulated other comprehensive loss $ 23,000,000   $ 0
Interest Rate Lock Agreement      
Derivative [Line Items]      
Notional amount   $ 1,300,000,000  
v3.20.1
Financial Instruments - Summary of Fair Values of Derivative Instruments in Consolidated Balance Sheets (Details) - Variable to Fixed Interest Rate Swap - Designated as Hedging Instrument - USD ($)
$ in Thousands
Mar. 31, 2020
Dec. 31, 2019
Other Long-Term Liabilities    
Derivative [Line Items]    
Fair Value $ 46,285  
Other Assets    
Derivative [Line Items]    
Fair Value   $ 16,373
v3.20.1
Commitments and Contingencies - Additional Information (Details)
$ in Thousands
1 Months Ended 2 Months Ended 3 Months Ended 11 Months Ended
Mar. 02, 2020
USD ($)
Jul. 31, 2019
defendant
Jun. 10, 2019
defendant
Mar. 15, 2019
defendant
Mar. 14, 2019
defendant
Feb. 15, 2019
claim
Feb. 07, 2019
defendant
Jan. 23, 2019
defendant
Dec. 03, 2018
defendant
Oct. 04, 2018
defendant
Aug. 24, 2018
defendant
Jul. 18, 2018
defendant
Jul. 09, 2018
defendant
Jun. 18, 2018
request
May 30, 2018
defendant
Mar. 27, 2018
defendant
Mar. 15, 2018
defendant
company
Aug. 17, 2017
defendant
company
Apr. 06, 2017
complaint
drug
Oct. 31, 2019
case
Mar. 31, 2019
defendant
May 31, 2016
USD ($)
settlement_demand
Mar. 31, 2019
defendant
Nov. 30, 2018
defendant
Mar. 31, 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 additional states, filed civil lawsuit | 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 | claim           7                                                  
Digoxin And Lidocaine-prilocaine Litigation | Indirect Reseller Plaintiff                                                              
Loss Contingencies [Line Items]                                                              
Number of claims dismissed | claim           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                                  
Number of additional cases | case                                       915                      
West Virginia and Kentucky Hospitals                                                              
Loss Contingencies [Line Items]                                                              
Number of cases | case                                                 26            
Number of additional cases | case                                                 5            
Commercial Legal Proceedings and Claims                                                              
Loss Contingencies [Line Items]                                                              
Net charge for legal proceedings                                                 $ 5,000            
Commercial and Governmental Legal Proceedings and Claims                                                              
Loss Contingencies [Line Items]                                                              
Liability related to legal proceedings                                                 $ 15,000   $ 17,000        
v3.20.1
Segment Information - Additional Information (Details)
3 Months Ended
Mar. 31, 2020
product
Segment Reporting [Abstract]  
Number of product families 250
v3.20.1
Segment Information - Schedules of Segment Information (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Segment Reporting Information [Line Items]    
Net revenue $ 498,533 $ 446,120
Cost of goods sold 313,578 309,743
Cost of goods sold impairment charges 1,456 53,297
Gross profit 183,499 83,080
Selling, general and administrative 77,976 84,436
Research and development 36,379 53,858
In-process research and development impairment charges 960 22,787
Intellectual property legal development expenses 1,270 4,166
Charges related to legal matters 4,500 0
Other operating expenses 4,623 12,193
Operating income (loss) 57,791 (94,360)
Generics    
Segment Reporting Information [Line Items]    
Net revenue 352,586 382,477
AvKare Segment    
Segment Reporting Information [Line Items]    
Net revenue 57,970  
Operating Segments | Generics    
Segment Reporting Information [Line Items]    
Net revenue 352,586 382,477
Cost of goods sold 218,865 278,878
Cost of goods sold impairment charges 1,456 53,297
Gross profit 132,265 50,302
Selling, general and administrative 16,623 24,148
Research and development 29,034 50,151
In-process research and development impairment charges 960 22,787
Intellectual property legal development expenses 1,265 3,121
Charges related to legal matters 2,500  
Other operating expenses 46 4,678
Operating income (loss) 81,837 (54,583)
Operating Segments | Specialty    
Segment Reporting Information [Line Items]    
Net revenue 87,977 63,643
Cost of goods sold 47,818 30,865
Cost of goods sold impairment charges 0  
Gross profit 40,159 32,778
Selling, general and administrative 20,942 21,327
Research and development 7,345 3,707
In-process research and development impairment charges 0 0
Intellectual property legal development expenses 5 1,045
Charges related to legal matters 2,000  
Other operating expenses 0 2,062
Operating income (loss) 9,867 4,637
Operating Segments | AvKare Segment    
Segment Reporting Information [Line Items]    
Net revenue 57,970  
Cost of goods sold 46,895  
Cost of goods sold impairment charges 0  
Gross profit 11,075  
Selling, general and administrative 10,788  
Research and development 0  
In-process research and development impairment charges 0  
Intellectual property legal development expenses 0  
Charges related to legal matters 0  
Other operating expenses 0  
Operating income (loss) 287  
Corporate and Other    
Segment Reporting Information [Line Items]    
Net revenue 0 0
Cost of goods sold 0 0
Cost of goods sold impairment charges 0 0
Gross profit 0 0
Selling, general and administrative 29,623 38,961
Research and development 0 0
In-process research and development impairment charges 0 0
Intellectual property legal development expenses 0 0
Charges related to legal matters 0  
Other operating expenses 4,577 5,453
Operating income (loss) $ (34,200) $ (44,414)
v3.20.1
Related Party Transactions - Additional Information (Details)
1 Months Ended 3 Months Ended
Oct. 01, 2017
USD ($)
Dec. 31, 2019
USD ($)
Jul. 31, 2019
USD ($)
Mar. 31, 2020
USD ($)
building
lease_agreement
Mar. 31, 2019
USD ($)
Jun. 06, 2019
USD ($)
product
Related Party Transaction [Line Items]            
Related party receivables   $ 1,767,000   $ 1,725,000    
Related party payable   5,969,000   $ 11,195,000    
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, percentage 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          
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          
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          
Related Party            
Related Party Transaction [Line Items]            
Number of buildings, financing lease | building       2    
Lease costs       $ 1,000,000 $ 1,000,000  
Interest expense       1,000,000 1,000,000  
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        
Related Party | R&D Reimbursement | Kashiv Bio Sciences Licensing Agreement            
Related Party Transaction [Line Items]            
Expenses from transactions with related party       $ 2,000,000 0  
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  
Related Party | Asana Biosciences, LLC            
Related Party Transaction [Line Items]            
Income from related parties       0 300,000  
Related party receivables   1,000,000   1,000,000    
Related Party | Industrial Real Estate Holdings NY, LLC | Rent Expense            
Related Party Transaction [Line Items]            
Expenses from transactions with related party       300,000 300,000  
Related Party | Kashiv BioSciences LLC            
Related Party Transaction [Line Items]            
Expenses from transactions with related party         0  
Related party receivables   100,000   100,000    
Related party payable   6,000,000   10,000,000    
Related Party | Kashiv BioSciences LLC | Maximum            
Related Party Transaction [Line Items]            
Expenses from transactions with related party       100,000    
Related Party | Kashiv BioSciences LLC | Development And Commercialization Reimbursable Expense            
Related Party Transaction [Line Items]            
Amounts of transaction with related party       200,000 800,000  
Related Party | Kashiv BioSciences LLC | Cost Of Goods Sold            
Related Party Transaction [Line Items]            
Expenses from transactions with related party       1,000,000 0  
Related Party | Kashiv Pharmaceuticals LLC | Profit Share On Various Arrangements            
Related Party Transaction [Line Items]            
Expenses from transactions with related party       3,000,000 700,000  
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    
Related Party | PharmaSophia, LLC            
Related Party Transaction [Line Items]            
Income from related parties       200,000 300,000  
Related party receivables       600,000 700,000  
Related Party | PharmaSophia, LLC | Maximum            
Related Party Transaction [Line Items]            
Related parties payable   $ 100,000        
Related Party | Fosun International Limited | Profit Share On Various Arrangements            
Related Party Transaction [Line Items]            
Income from related parties       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
Apace KY, LLC            
Related Party Transaction [Line Items]            
Expenses from transactions with related party       2,000,000 0  
Related party payable       1,000,000    
Tracy Properties LLC            
Related Party Transaction [Line Items]            
Expenses from transactions with related party       100,000 0  
Related party payable       100,000    
AzaTech Pharma LLC            
Related Party Transaction [Line Items]            
Expenses from transactions with related party       800,000 $ 0  
Related party payable       500,000    
AvPROP, LLC            
Related Party Transaction [Line Items]            
Expenses from transactions with related party       $ 100,000    
AvKARE, LLC and R&S | Rondo            
Related Party Transaction [Line Items]            
Percentage of ownership interest       34.90%    
v3.20.1
Goodwill and Intangible Assets - Schedule of Goodwill (Details) - USD ($)
$ in Thousands
3 Months Ended 12 Months Ended
Mar. 31, 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 95,955 0
Goodwill divested during the period 0 (5,175)
Currency translation (726) (292)
Balance, end of period $ 514,733 $ 419,504
v3.20.1
Goodwill and Intangible Assets - Additional Information (Detail)
$ in Thousands
3 Months Ended
Mar. 31, 2020
USD ($)
product
Dec. 31, 2019
USD ($)
Mar. 31, 2019
USD ($)
Mar. 30, 2019
USD ($)
Dec. 31, 2018
USD ($)
Goodwill [Line Items]          
Goodwill $ 514,733 $ 419,504     $ 426,226
Preliminary Fair Values 137,000        
Product rights intangible asset 1,331,535 1,200,535      
In-process research and development 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  
Product rights          
Goodwill [Line Items]          
Product rights intangible asset 1,191,135 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 140,400 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      
Generics          
Goodwill [Line Items]          
Goodwill 89,000 $ 59,000      
Impairment charges 2,000        
Generics | In-process research and development          
Goodwill [Line Items]          
Impairment charges $ 1,000        
Intangible assets impairment, number of products related to | product 2        
Generics | Marketed products          
Goodwill [Line Items]          
Intangible assets impairment, number of products related to | product 2        
Generics | Cost of goods sold          
Goodwill [Line Items]          
Impairment charges $ 1,000        
AvKare Segment          
Goodwill [Line Items]          
Goodwill $ 65,000        
v3.20.1
Goodwill and Intangible Assets - Intangible Assets (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2020
Dec. 31, 2019
Finite Lived Intangible Assets [Line Items]    
Cost $ 1,331,535 $ 1,200,535
Accumulated Amortization (237,489) (199,857)
Net 1,094,046 1,000,678
In-process research and development 381,115 382,075
Intangible assets, cost 1,712,650 1,582,610
Intangible assets, net $ 1,475,161 1,382,753
Product rights    
Finite Lived Intangible Assets [Line Items]    
Weighted-Average Amortization Period (in years) 9 years 8 months 12 days  
Cost $ 1,191,135 1,197,535
Accumulated Amortization (229,959) (198,857)
Net $ 961,176 998,678
Other intangible assets    
Finite Lived Intangible Assets [Line Items]    
Weighted-Average Amortization Period (in years) 6 years 1 month 6 days  
Cost $ 140,400 3,000
Accumulated Amortization (7,530) (1,000)
Net $ 132,870 $ 2,000
v3.20.1
Goodwill and Intangible Assets - Amortization Expense (Details) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2020
Mar. 31, 2019
Goodwill And Intangible Assets Disclosure [Abstract]    
Amortization $ 42,576 $ 30,963
v3.20.1
Goodwill and Intangible Assets - Future Amortization Expense (Details) - USD ($)
$ in Thousands
Mar. 31, 2020
Dec. 31, 2019
Finite-Lived Intangible Assets, Amortization Expense, Maturity Schedule [Abstract]    
Remainder of 2020 $ 137,058  
2021 174,569  
2022 159,512  
2023 148,090  
2024 140,704  
Thereafter 334,113  
Net $ 1,094,046 $ 1,000,678
v3.20.1
Stockholders' Equity and Redeemable Non-Controlling Interests - Additional Information (Details)
$ in Thousands
3 Months Ended 12 Months Ended
Jan. 31, 2020
USD ($)
Mar. 31, 2020
USD ($)
Mar. 31, 2019
USD ($)
Dec. 31, 2018
USD ($)
subsidiary
Dec. 31, 2019
USD ($)
Dec. 10, 2019
Class Of Stock [Line Items]            
Tax distribution   $ 0 $ 0      
Included in related-party payables, tax distribution     $ 0      
Number of non-public subsidiaries, acquired non-controlling interest | subsidiary       1    
Acquired non-controlling interest, non-public subsidiary       $ 3,000    
Related party payable   $ 11,195     $ 5,969  
AvKARE and R&S Acquisitions            
Class Of Stock [Line Items]            
Percentage of voting interests acquired 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 34.90% 34.90%        
Non-public Subsidiary            
Class Of Stock [Line Items]            
Related party payable       $ 3,000    
v3.20.1
Stockholders' Equity and Redeemable Non-Controlling Interests - Schedule of Changes in Accumulated Other Comprehensive Loss by Component (Details) - USD ($)
$ in Thousands
3 Months Ended 12 Months Ended
Mar. 31, 2020
Dec. 31, 2019
Class Of Stock [Line Items]    
Stockholders' equity beginning balance $ 346,788 $ 896,363
Other comprehensive (loss) income before reclassification (33,337) 7,035
Amounts reclassified from accumulated other comprehensive loss   1,461
Reallocation of ownership interests   (809)
Stockholders' equity ending balance 403,458 346,788
Foreign Currency Translation Adjustment    
Class Of Stock [Line Items]    
Stockholders' equity beginning balance (7,832) (7,755)
Other comprehensive (loss) income before reclassification (2,525) (729)
Amounts reclassified from accumulated other comprehensive loss   1,461
Reallocation of ownership interests (7) (809)
Stockholders' equity ending balance (10,364) (7,832)
Unrealized Gain (Loss) on Cash Flow Hedge, Net of Tax    
Class Of Stock [Line Items]    
Stockholders' equity beginning balance 7,764  
Other comprehensive (loss) income before reclassification (30,812) 7,764
Reallocation of ownership interests 7  
Stockholders' equity ending balance (23,041) 7,764
Accumulated Other Comprehensive (Loss) Income    
Class Of Stock [Line Items]    
Stockholders' equity beginning balance (68) (7,755)
Stockholders' equity ending balance $ (33,405) $ (68)
v3.20.1
Subsequent Event - Additional Information (Details) - Revolving Credit Facility - Subsequent Event
$ in Millions
May 11, 2020
USD ($)
Subsequent Event [Line Items]  
Repayment of borrowings $ 200
Borrowings $ 300