0001023024-24-000085 | 10-Q | XBRL Viewer

STOCK-BASED COMPENSATION (Tables)

6 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement [Abstract]

The following table summarizes ESPP expense incurred under the 2016 Employee Stock Purchase Plan and included in our accompanying unaudited interim condensed consolidated statements of operations:


(in thousands)	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Selling, general, and administrative	$	137	$	70	$	276	$	143
Cost of sales	30		18		60		30
Research and development	12		12		23		19
Total	$	179	$	100	$	359	$	192

The following table summarizes stock-based compensation expense incurred under the Amended 2022 Stock Plan and Inducement Grants included in the accompanying unaudited interim condensed consolidated statements of operations:


(in thousands)	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Selling, general, and administrative	$	7,069	$	4,766	$	13,301	$	8,673
Research and development	334		213		606		413
Cost of sales	282		170		532		309
Total	$	7,685	$	5,149	$	14,439	$	9,395

Summary of stock option and restricted stock activity

A summary of stock options (including Inducement Grants), RSA, and PSU activity under the Amended 2022 Stock Plan and Inducement Grants during the six months ended June 30, 2024 and 2023 is presented below:


(in thousands)	Options	PSUs	RSAs
Outstanding at December 31, 2022	907	—	1,141
Granted	3	85	624
Options Exercised/RSAs Vested	(26)	—	(338)	(1)
Forfeited	(24)	—	(46)
Outstanding at June 30, 2023	860	85	1,381

Outstanding at December 31, 2023	689	84	1,351
Granted	—	74	606
Options Exercised/RSAs Vested	(54)	—	(433)	(2)
Forfeited	—	—	(12)
Outstanding at June 30, 2024	635	158	1,512

______________________________________________

(1)Includes 99 thousand shares purchased from employees to cover employee income taxes related to income earned upon vesting of restricted stock. The shares purchased are held in treasury and the $4.1 million total purchase price for the shares is included in Treasury stock in our accompanying unaudited interim condensed consolidated balance sheets.

(2)Includes 149 thousand shares purchased from employees to cover employee income taxes related to income earned upon vesting of restricted stock. The shares purchased are held in treasury and the $10.0 million total purchase price for the shares is included in Treasury stock in our accompanying unaudited interim condensed consolidated balance sheets.

STOCK-BASED COMPENSATION

6 Months Ended

Jun. 30, 2024

Share-Based Payment Arrangement [Abstract]

STOCK-BASED COMPENSATION

Employee Stock Purchase Plan

In July 2016, the Company commenced administration of the ANI Pharmaceuticals, Inc. 2016 Employee Stock Purchase Plan. As of June 30, 2024, the Company had 0.1 million shares of common stock available under the ESPP. Under the ESPP, participants can purchase common shares of the Company’s stock at a 15% discount on the lowest share price on the first day of the purchase period or the last day of the purchase period.

The following table summarizes ESPP expense incurred under the 2016 Employee Stock Purchase Plan and included in our accompanying unaudited interim condensed consolidated statements of operations:


(in thousands)	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Selling, general, and administrative	$	137	$	70	$	276	$	143
Cost of sales	30		18		60		30
Research and development	12		12		23		19
Total	$	179	$	100	$	359	$	192

Stock Incentive Plan

During the 2024 Annual Meeting of Stockholders held on May 21, 2024, the stockholders of the Company approved an amendment to the Amended and Restated Stock Incentive Plan (the “2022 Plan”) (such amendment, the “2024 Stock Plan Amendment” and the 2022 Plan, after giving effect to the 2024 Stock Plan Amendment, the “Amended 2022 Stock Plan”). Subject to adjustment, the 2024 Stock Plan Amendment authorizes the issuance of an additional 1,610,000 shares.

As of June 30, 2024, 2.0 million shares of common stock were available for issuance under the Amended 2022 Stock Plan.

Stock Options

Outstanding stock options to purchase shares of common stock are granted to employees and consultants generally vest over a period of four years and have 10-year contractual terms. Outstanding stock options granted to non-employee directors generally vest over a period of one to four years and have 10-year contractual terms.

From time to time, stock options are granted to employees through an inducement grant outside of the Amended 2022 Stock Plan to induce prospective employees to accept employment with the Company (the “Inducement Grants”). The options are granted at an exercise price equal to the fair market value of a share of common stock on the respective grant date and are generally exercisable in four equal annual installments beginning on the first anniversary of the respective grant date. The grants are made pursuant to inducement grants outside of our stockholder approved equity plan as permitted under the Nasdaq Stock Market listing rules.

Restricted Stock Awards

Restricted stock awards (“RSAs”) granted to employees generally vest over a period of four years and RSAs granted to non-officer directors generally vest over a period of one year.

During the vesting period, the recipient of the RSAs has full voting rights as a stockholder and would receive dividends, if declared, even though the restricted stock remains subject to transfer restrictions and will generally be forfeited upon termination of the officer prior to vesting. The fair value of each RSA is based on the market value of our stock on the date of grant. Upon vesting, unrestricted shares of common stock are delivered to employees and directors.

Performance-Based Restricted Stock Units

February 28, 2023 Performance-Based Restricted Stock Units Grant

Awards may also be issued in the form of Performance Stock Units (“PSUs”). PSUs represent the right to receive an amount of cash, a number of shares of common stock or a combination of both, contingent upon the achievement of specified performance objectives during a specified performance period. PSUs granted to date vest over a three-year performance period. On February 28, 2023, as part of the Company’s equity compensation program, we granted PSUs to certain executives. Of these PSUs, 50% were market performance-based restricted stock units (“MPRSUs”), vesting of which is contingent upon the Company meeting certain total shareholder return (“TSR”) levels as compared to a select peer group over the over three years starting January 1, 2023. The MPRSUs are also subject to the recipient’s continued employment or service through December 31, 2025. The MPRSUs cliff vest at the end of the three-year period and have a maximum potential to vest at 200% (83,942 shares, net of forfeitures) based on TSR performance. The related share-based compensation expense is determined based on the estimated fair value of the underlying shares on the date of grant and is recognized straight-line over the vesting term. The estimated grant date fair value per share of the MPRSUs was $68.65 and was calculated using a Monte Carlo simulation model. These MPRSUs are included at 100% of the estimate number of shares at the end of the three-year performance period and are reflected under “Granted” in the table below.

The other 50% of the PSUs were performance based restricted stock units (“PRSUs”), vesting of which is contingent upon the Company meeting certain adjusted non-GAAP year-on-year EBITDA growth rates over the over three years starting January 1, 2023. The PRSUs are also subject to the recipient’s continued employment or service through December 31, 2025. The PRSUs cliff vest at the end of the three-year period and have a maximum potential to vest at 200% (83,942 shares, net of forfeitures) based on adjusted non-GAAP year-on-year EBITDA growth rates. The related share-based compensation expense is determined based on the estimated fair value of the underlying shares on the date of grant and is recognized straight-line over the vesting term. The Company analyzed progress on the performance goals to assess the likelihood of achievement. The estimated grant date fair value per share of the PRSUs was $41.84 based on the closing price of the stock on the date of grant. These PRSUs are included at 100% of the estimated number of shares at the end of the three-year performance period and are reflected under “Granted” in the table below.

February 14, 2024 Performance-Based Restricted Stock Units Grant

On February 14, 2024, the Company granted 73,588 PSUs to officers and employees of the Company under the 2022 Plan (66,433 to officers of the Company). PSU performance will be measured over a three-year performance period from January 1, 2024 through December 31, 2026 and will cliff-vest contingent upon the achievement of specified performance objectives. Of these PSUs, 50% were MPRSUs, vesting of which is contingent upon the Company meeting certain TSR levels as compared to a select peer group over the over three years starting January 1, 2024, and 50% of the PSUs were PRSUs, vesting of which is contingent upon the Company meeting certain adjusted non-GAAP year-on-year EBITDA growth rates over the over three years starting January 1, 2024. Both the MPRSUs and the PRSUs have a maximum potential to vest at 200%.

The estimated grant date fair value per share of the MPRSUs was $85.65 and was calculated using a Monte Carlo simulation model. These MPRSUs are included at 100% of the estimate number of shares at the end of the three-year performance period and are reflected under “Granted” in the table below.

The estimated grant date fair value per share of the PRSUs was $56.10 based on the closing price of the stock on the date of grant. These PRSUs are included at 100% of the estimated number of shares at the end of the three-year performance period and are reflected under “Granted” in the table below.


(in thousands)	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Selling, general, and administrative	$	7,069	$	4,766	$	13,301	$	8,673
Research and development	334		213		606		413
Cost of sales	282		170		532		309
Total	$	7,685	$	5,149	$	14,439	$	9,395


(in thousands)	Options	PSUs	RSAs
Outstanding at December 31, 2022	907	—	1,141
Granted	3	85	624
Options Exercised/RSAs Vested	(26)	—	(338)	(1)
Forfeited	(24)	—	(46)
Outstanding at June 30, 2023	860	85	1,381

Outstanding at December 31, 2023	689	84	1,351
Granted	—	74	606
Options Exercised/RSAs Vested	(54)	—	(433)	(2)
Forfeited	—	—	(12)
Outstanding at June 30, 2024	635	158	1,512

______________________________________________

INDEBTEDNESS - Facility components (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Current debt, net of deferred financing costs	$ 850	$ 850
Non-current debt, net of deferred financing costs and current component	284,394	284,819
Term Loan and DDTL
Debt Instrument [Line Items]
Current borrowing on debt	3,000	3,000
Deferred financing costs	(2,150)	(2,150)
Current debt, net of deferred financing costs	850	850
Non-current borrowing on debt	289,500	291,000
Deferred financing costs	(5,106)	(6,181)
Non-current debt, net of deferred financing costs and current component	$ 284,394	$ 284,819

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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+ Details

BUSINESS, PRESENTATION, AND RECENT ACCOUNTING PRONOUNCEMENTS	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
BUSINESS, PRESENTATION, AND RECENT ACCOUNTING PRONOUNCEMENTS	BUSINESS, PRESENTATION, AND RECENT ACCOUNTING PRONOUNCEMENTS Overview ANI Pharmaceuticals, Inc. and its consolidated subsidiaries (together, “ANI,” the “Company,” “we,” “us,” or “our”) is a diversified bio-pharmaceutical company serving patients in need by developing, manufacturing, and marketing branded and generic prescription pharmaceuticals, including for diseases with high unmet medical need. The Company is focused on delivering growth by scaling up the Rare Disease business through the launch of Cortrophin Gel, strengthening its generics business with enhanced development capability, innovation in established brands and leveraging its U.S. based manufacturing capabilities. The Company’s three pharmaceutical manufacturing facilities, of which two are located in Baudette, Minnesota, and one is located in East Windsor, New Jersey, are together capable of producing oral solid dose products, as well as semi-solids, liquids and topicals, controlled substances, and potent products that must be manufactured in a fully-contained environment. The Company has ceased operations at our subsidiary in Oakville, Ontario, Canada as of March 31, 2023. This action was part of ongoing initiatives to capture operational synergies following our acquisition of Novitium Pharma LLC (“Novitium”) in November 2021. The Company has fully completed the transition of the products manufactured or packaged in Oakville to one of the three U.S. based manufacturing sites. In February 2024, the Company entered into an agreement for the sale of the Oakville site, for a price of $19.2 million Canadian Dollars, or approximately $14.2 million, based on the exchange rate at closing. The sale closed on March 28, 2024 (see Note 4). The Company’s operations are subject to certain risks and uncertainties including, among others, current and potential competitors with greater resources, dependence on significant customers, and possible fluctuations in financial results. Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, which are necessary to present fairly the Company’s financial position, results of operations, comprehensive (loss) income, and cash flows. The consolidated balance sheet at December 31, 2023 has been derived from audited financial statements as of that date. The unaudited interim condensed consolidated statements of operations are not necessarily indicative of the results that may occur for the full fiscal year. Certain information and footnote disclosure normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to instructions, rules, and regulations prescribed by the U.S. Securities and Exchange Commission (the “SEC”). Therefore, these unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto previously distributed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”), as filed with the SEC. Principles of Consolidation The unaudited interim condensed consolidated financial statements include the accounts of ANI Pharmaceuticals, Inc. and its subsidiaries. All intercompany accounts and transactions are eliminated in consolidation. Foreign Currency The Company has ceased operations at our subsidiary in Oakville, Ontario, Canada as of March 31, 2023. The Company currently has a subsidiary located in India. The Canada-based subsidiary conducted its transactions in U.S. dollars and Canadian dollars, but its functional currency was the U.S. dollar. The India-based subsidiary generally conducts its transactions in Indian rupees, which is also its functional currency. The results of any non-U.S. dollar transactions and balances are remeasured in U.S. dollars at the applicable exchange rates during the period and resulting foreign currency transaction gains and losses are included in the determination of net income. The gain or loss on transactions denominated in foreign currencies and the translation impact of local currencies to U.S. dollars was immaterial for the three and six months ended June 30, 2024 and 2023. Unless otherwise noted, all references to “$” or “dollar” refer to the U.S. dollar. The Company’s asset and liability accounts are translated using the current exchange rate as of the balance sheet date, except for shareholders’ equity accounts, which are translated using historical rates. Net revenues and expense accounts are translated using an average exchange rate over the period ended on the balance sheet date. Adjustments resulting from the translation of the financial statements of the Company’s foreign subsidiaries into U.S. dollars are accumulated as a separate component of shareholders’ equity within accumulated other comprehensive (loss) income, net of tax. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. In the condensed consolidated financial statements, estimates are used for, but not limited to, variable consideration determined based on accruals for chargebacks, administrative fees and rebates, government rebates, returns and other allowances, income tax provision or benefit, deferred taxes and valuation allowance, stock-based compensation, revenue recognition, allowance for inventory obsolescence, valuation of financial instruments and intangible assets, accruals for contingent liabilities, including contingent consideration in acquisitions, fair value of long-lived assets, determination of right-of-use assets and lease liabilities, allowance for credit losses, and the depreciable lives of long-lived assets. Because of the uncertainties inherent in such estimates, actual results may differ from those estimates. Management periodically evaluates estimates used in the preparation of the financial statements for reasonableness. Restructuring Activities The Company defines restructuring activities to include costs directly associated with exit or disposal activities. Such costs include cash employee contractual severance and other termination benefits, one-time employee termination severance and benefits, contract termination charges, impairment and acceleration of depreciation associated with long-lived assets, and other exit or disposal costs. In general, the Company records involuntary employee-related exit and disposal costs when there is a substantive plan for employee severance and related payments are probable and estimable. For one-time termination benefits, including those with a service requirement, expense is recorded when the employees are entitled to receive such benefits and the amount can be reasonably estimated. Expense related to one-time termination benefits with a service requirement is recorded over time, as the service is completed. Contract termination fees and penalties, and other exit and disposal costs are generally recorded as incurred. Restructuring activities are recognized as an operating expense in the condensed consolidated statements of operations. Investment in Equity Securities The Company accounts for its investment in equity securities with a readily determinable fair value in accordance with the guidance in ASC 321, Investments – Equity Securities. The Company presents unrealized gains and losses related to the equity securities, within Unrealized gain on investment in equity securities in its unaudited condensed consolidated statements of operations. Fair values are obtained from quoted prices on the NASDAQ Stock Market, Inc. (“NASDAQ”). Assets Held-for-Sale The Company classifies assets held-for-sale if all held-for-sale criteria is met pursuant to ASC 360-10, Property, Plant and Equipment. Criteria include management commitment to sell the disposal group in its present condition and the sale being deemed probable of being completed within one year. Assets classified as held-for-sale are not depreciated and are measured at the lower of their carrying amount or fair value less cost to sell. The Company assesses the fair value of a disposal group, less any costs to sell, each reporting period it remains classified as held-for-sale and reports any subsequent changes as an adjustment to the carrying value of the disposal group, as long as the new carrying value does not exceed the initial carrying value of the disposal group. The Company determined that the Oakville, Ontario, Canada property met the held-for-sale criteria. As of December 31, 2023, approximately $8.0 million of assets held for sale were recorded on the consolidated balance sheets. The Oakville, Ontario property was sold on March 28, 2024 (see Note 4). Recent Accounting Pronouncements Recent Accounting Pronouncements Not Yet Adopted From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies and are adopted by the Company as of the specified effective date. The Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption. In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which improves reportable segment disclosure requirements, primarily through enhanced disclosures related to significant segment expenses. The guidance in this ASU is effective for all public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The guidance is applied retrospectively to all periods presented in the financial statements, unless it is impracticable. The Company is currently evaluating the effect the adoption of this ASU may have on its disclosures in the notes to the consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which includes guidance to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. These amendments are effective for all public entities for fiscal periods beginning after December 15, 2024, with early adoption permitted. These amendments apply on a prospective basis, but entities have an option to apply it retrospectively for all periods presented. The Company does not expect that the adoption of this guidance will have a material impact on its consolidated financial statements. Recent Securities and Exchange Commission Final Rules Issued but Not Yet Effective On March 6, 2024, the SEC adopted new rules that will require registrants to disclose certain climate-related information in their annual reports. The final rule requires disclosure of, among other things: material climate-related risks and their material impacts; activities to mitigate or adapt to such risks; information about a registrant’s board of directors’ oversight of climate-related risks and management’s role in managing material climate-related risks; and information on any climate-related targets or goals that are material to the registrant’s business, results of operations, or financial condition. In addition, certain disclosures related to severe weather events and other natural conditions will be required in a registrant’s audited financial statements. The required information about climate-related risks will also include disclosure of a registrant’s greenhouse gas emissions. The Company will be subject to the applicable requirements of the final rule in our annual reports for fiscal years beginning on January 1, 2025. In April 2024, the SEC voluntarily stayed the rules pending judicial review. The Company is currently evaluating the potential impact of these rules on its consolidated financial statements and related disclosures.

GOODWILL AND INTANGIBLE ASSETS (Tables)

6 Months Ended

Jun. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of components of intangible assets

The components of definite-lived intangible assets and indefinite-lived intangible assets, other than goodwill, are as follows:


	June 30, 2024						December 31, 2023						Remaining Weighted Average Amortization Period(1)
(in thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Definite-Lived Intangible Assets:
Acquired ANDAs intangible assets	$	209,780	$	(112,742)	$	97,038	$	209,780	$	(100,660)	$	109,120	4.8 years
NDAs and product rights	244,871		(196,451)		48,420		244,871		(184,861)		60,010		2.8 years
Marketing and distribution rights	17,157		(14,752)		2,405		17,157		(14,271)		2,886		2.5 years
Customer relationships	24,900		(9,485)		15,415		24,900		(7,707)		17,193		4.3 years
Total Definite-Lived Intangible Assets	496,708		(333,430)		163,278		496,708		(307,499)		189,209		4.1 years
Indefinite-Lived Intangible Assets:
In process research and development	19,800		—		19,800		19,800		—		19,800		Indefinite
Total Intangible Assets, net	$	516,508	$	(333,430)	$	183,078	$	516,508	$	(307,499)	$	209,009

(1)Weighted average amortization period as of June 30, 2024.

Schedule of expected future amortization expense for definite-lived intangible assets

Expected future amortization expense for definite-lived intangible assets is as follows:


(in thousands)
2024 (remainder of the year)	$	24,896
2025	47,592
2026	34,107
2027	25,140
2028	18,359
2029 and thereafter	13,184
Total	$	163,278

DERIVATIVE FINANCIAL INSTRUMENT AND HEDGING ACTIVITY (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Nov. 21, 2021
Derivative [Line Items]
Fair value interest rate derivative assets	$ 7,366		$ 7,366		$ 6,236
Accumulated other comprehensive (loss) income, net of tax	8,328		8,328		$ 8,857
Derivative unrealized gain recorded in OCI	(1,066)	$ 2,612	(420)	$ 1,469
Interest expense	4,656	7,100	9,256	14,796
Interest Rate Swap
Derivative [Line Items]
Derivative liability, notional amount	139,400		139,400			$ 168,600
Debt effective interest rate (as a percent)						2.26%
Decrease in notional amount			4,000
Fair value interest rate derivative assets	7,400		7,400
Accumulated other comprehensive (loss) income, net of tax	8,500		8,500
Derivative unrealized gain recorded in OCI	1,100		500
Interest expense	1,600	600	3,200	1,100
Reclassifications out of accumulated other comprehensive (loss) income	$ 200	$ 700	$ 400	$ 700

SUBSEQUENT EVENTS	6 Months Ended
SUBSEQUENT EVENTS	Jun. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	SUBSEQUENT EVENTS On July 12, 2024, the Company filed a Registration Statement on Form S-8 with the SEC, to register under the Securities Act of 1933, as amended, 1,610,000 shares of common stock which may be issued from time to time in accordance with the Company’s Amended 2022 Stock Plan.

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure
Net (Loss) Income	$ (2,287)	$ 6,245	$ 15,920	$ 7,684

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

BUSINESS, PRESENTATION, AND RECENT ACCOUNTING PRONOUNCEMENTS (Details) $ in Thousands, $ in Millions	Jun. 30, 2024 USD ($) facility	Mar. 28, 2024 USD ($)	Feb. 16, 2024 USD ($)	Feb. 16, 2024 CAD ($)	Dec. 31, 2023 USD ($)
Debt Instrument [Line Items]
Number of pharmaceutical manufacturing facilities \| facility	3
Assets held for sale \| $	$ 0				$ 8,020
Disposal Group, Held-for-Sale, Not Discontinued Operations \| Oakville, Ontario Former Manufacturing Facility
Debt Instrument [Line Items]
Consideration		$ 13,500	$ 14,200	$ 19.2

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

PENDING MERGER AGREEMENT (Details) - Alimera Sciences, Inc $ / shares in Units, $ in Millions		3 Months Ended	6 Months Ended
	Jun. 21, 2024 USD ($) contingentValue $ / shares	Jun. 30, 2024 USD ($)	Jun. 30, 2024 USD ($)
Business Acquisition [Line Items]
Common Stock, par value (in dollars per share) \| $ / shares	$ 0.01
Business acquisition, share price (in dollars per share) \| $ / shares	$ 5.50
Business combination, number of contingent value rights to be received \| contingentValue	1
Proxy preparation and filing period following merger	25 days
Transaction costs		$ 3.5	$ 3.5
JPMorgan, Chase Bank, N.A. and Blackstone Credit & Insurance
Business Acquisition [Line Items]
Aggregate principal amount	$ 280.0
Milestone Payments
Business Acquisition [Line Items]
Business combination, milestone payment multiplier \| $ / shares	$ 0.25
2026 Milestone Payment
Business Acquisition [Line Items]
Revenues	$ 140.0
Business combination, divisible revenue	10.0
2027 Milestone Payment
Business Acquisition [Line Items]
Revenues	160.0
Business combination, divisible revenue	$ 15.0

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash Flows From Operating Activities
Net income	$ 15,920	$ 7,684
Adjustments to reconcile net income to net cash and cash equivalents provided by operating activities:
Stock-based compensation	14,798	9,587
Deferred taxes	1,205	(137)
Depreciation and amortization	29,383	29,390
Unrealized gain on investment in equity securities	(6,943)	0
Non-cash operating lease expense	750	61
Non-cash interest	198	1,973
Contingent consideration fair value adjustment	449	1,996
Gain on sale of building	(5,347)	0
Changes in operating assets and liabilities, net of acquisition:
Accounts receivable, net	(4,012)	(7,486)
Inventories	(14,252)	1,032
Prepaid expenses and other assets	1,777	1,449
Accounts payable	10,379	(800)
Accrued royalties	4,081	(577)
Prepaid income taxes	(11,031)	(261)
Accrued government rebates	156	(1,099)
Returned goods reserve	4,219	(3,601)
Accrued expenses, accrued compensation, and other	(6,047)	2,839
Net Cash and Cash Equivalents Provided by Operating Activities	35,683	42,050
Cash Flows From Investing Activities
Acquisition of product rights, intangible assets, and other related assets	0	(4,329)
Acquisition of property and equipment, net	(9,030)	(4,850)
Proceeds from the sale of building	13,514	0
Net Cash and Cash Equivalents Provided by (Used in) Investing Activities	4,484	(9,179)
Cash Flows From Financing Activities
Payments on borrowings under credit agreements	(1,500)	(1,500)
Series A convertible preferred stock dividends paid	(813)	(813)
Proceeds from stock option exercises and ESPP purchases	3,596	1,446
Proceeds from public offering	0	80,555
Treasury stock purchases for restricted stock vests	(9,961)	(4,086)
Payments on contingent consideration	(12,500)	0
Net Cash and Cash Equivalents (Used in) Provided by Financing Activities	(21,178)	75,602
Net Change in Cash, Cash Equivalents, and Restricted Cash	18,989	108,473
Cash, cash equivalents, and restricted cash, beginning of period	221,121	53,234
Cash and cash equivalents, end of period	240,110	161,707
Reconciliation of cash, cash equivalents, and restricted cash, beginning of period
Cash and cash equivalents	240,110
Cash, cash equivalents, and restricted cash, beginning of period	240,110	161,707
Supplemental disclosure for cash flow information:
Cash paid for interest, net of amounts capitalized	16,155	15,456
Cash paid for income taxes	17,204	141
Right-of-use assets obtained in exchange for lease obligations	0	4,499
Supplemental non-cash investing and financing activities:
Property and equipment purchased and included in accounts payable	$ 1,618	$ 539

EARNINGS PER SHARE (Tables)

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

Schedule of earnings per share, basic and diluted

Earnings per share for the three and six months ended June 30, 2024 and 2023 are calculated for basic and diluted earnings per share as follows:


	Basic				Diluted				Basic				Diluted
(in thousands, except per share amounts)	Three Months Ended June 30,				Three Months Ended June 30,				Six Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023		2024		2023		2024		2023
Net (loss) income available to common shareholders	$	(2,694)	$	5,838	$	(2,694)	$	5,838	$	15,107	$	6,871	$	15,107	$	6,871
Earnings allocated to participating securities	—		(589)		—		(589)		(1,499)		(716)		(1,474)		(716)
Net (loss) income available to common shareholders	$	(2,694)	$	5,249	$	(2,694)	$	5,249	$	13,608	$	6,155	$	13,633	$	6,155
Basic Weighted-Average Shares Outstanding	19,321		17,688		19,321		17,688		19,210		17,044		19,210		17,044
Dilutive effect of common stock options, ESPP, and performance stock units					—		167						351		133
Diluted Weighted-Average Shares Outstanding					19,321		17,855						19,561		17,177

(Loss) earnings per share	$	(0.14)	$	0.30	$	(0.14)	$	0.29	$	0.71	$	0.36	$	0.70	$	0.36

INDEBTEDNESS - Maturity of credit facility (Details) - Term Facility $ in Thousands	Jun. 30, 2024 USD ($)
Debt Instrument [Line Items]
2024 (remainder of the year)	$ 1,500
2025	3,000
2026	3,000
2027	285,000
Total	$ 292,500

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

REVENUE RECOGNITION AND RELATED ALLOWANCES - Timing (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Disaggregation of Revenue [Line Items]
Total net revenues	$ 138,040	$ 116,547	$ 275,470	$ 223,333
Performance obligations satisfied in prior periods			1,500	5,000
Sales of contract manufacture products
Disaggregation of Revenue [Line Items]
Remaining performance obligations	$ 3,000		$ 3,000
Sales of contract manufactured products
Disaggregation of Revenue [Line Items]
Performance obligations period	6 months		6 months
Performance obligations transferred at a point in time
Disaggregation of Revenue [Line Items]
Total net revenues	$ 138,040	116,547	$ 275,470	222,958
Performance obligations transferred over time
Disaggregation of Revenue [Line Items]
Total net revenues	$ 0	$ 0	$ 0	$ 375

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
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+ Details

Cover - shares	6 Months Ended
Cover - shares	Jun. 30, 2024	Jul. 30, 2024
Document Information
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2024
Document Transition Report	false
Entity File Number	001-31812
Entity Registrant Name	ANI PHARMACEUTICALS, INC
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	58-2301143
Entity Address, Address Line One	210 Main Street West
Entity Address, City or Town	Baudette
Entity Address, State or Province	MN
Entity Address, Postal Zip Code	56623
City Area Code	218
Local Phone Number	634-3500
Title of 12(b) Security	Common Stock
Trading Symbol	ANIP
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Central Index Key	0001023024
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Amendment flag	false
Common Stock
Document Information
Entity Common Stock, Shares Outstanding		21,030,069
Class C Special Stock
Document Information
Entity Common Stock, Shares Outstanding		10,864

RELATED PARTY TRANSACTIONS (Details)						3 Months Ended		6 Months Ended
RELATED PARTY TRANSACTIONS (Details)	Feb. 29, 2024 USD ($)	Feb. 22, 2024 USD ($)	Dec. 12, 2023 USD ($)	Nov. 19, 2021 USD ($) $ / shares shares	Mar. 08, 2021 USD ($) $ / shares shares	Jun. 30, 2024 USD ($) founder	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($) founder	Jun. 30, 2023 USD ($)	Dec. 31, 2023 USD ($)
Related Party Transaction [Line Items]
Number of executive founders \| founder						2		2
Outstanding balances						$ 48,681,000		$ 48,681,000		$ 36,683,000
Payments on contingent consideration								12,500,000	$ 0
Novitium
Related Party Transaction [Line Items]
Payments on contingent consideration		$ 12,500,000	$ 12,500,000
Convertible Preferred Stock \| PIPE Shares
Related Party Transaction [Line Items]
Temporary stock issued (in shares) \| shares				25,000	25,000
Temporary stock issued (in dollars per share) \| $ / shares				$ 1,000	$ 1,000
Temporary stock issued, value				$ 25,000,000.0	$ 25,000,000.0
Related Party
Related Party Transaction [Line Items]
Payments to related party						1,439,000	$ 3,166,000	3,395,000	5,484,000
Related Party \| Mr. Shanmugam and Esjay \| Novitium
Related Party Transaction [Line Items]
Payments on contingent consideration	$ 6,700,000		6,700,000
Related Party \| Chali Properties LLC \| Novitium
Related Party Transaction [Line Items]
Payments on contingent consideration	$ 1,900,000		$ 1,900,000
Related Party \| Scitus Pharma Services
Related Party Transaction [Line Items]
Payments to related party						580,000	1,188,000	1,081,000	1,905,000
Outstanding balances						700,000		700,000
Related Party \| SS Pharma LLC
Related Party Transaction [Line Items]
Payments to related party						176,000	1,978,000	1,245,000	3,579,000
Outstanding balances						0		0
Related Party \| SThree Chemicals Pvt Ltd
Related Party Transaction [Line Items]
Payments to related party						683,000	$ 0	1,069,000	$ 0
Outstanding balances						2,200,000		2,200,000
Related Party \| Esjay Pharma LLC
Related Party Transaction [Line Items]
Outstanding balances						$ 46,000		$ 46,000

Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Net Revenues	$ 138,040	$ 116,547	$ 275,470	$ 223,333
Operating Expenses
Cost of sales (excluding depreciation and amortization)	57,698	42,284	106,855	79,992
Research and development	7,296	7,374	17,807	13,298
Selling, general, and administrative	52,821	38,760	100,842	75,228
Depreciation and amortization	14,697	14,690	29,383	29,390
Contingent consideration fair value adjustment	359	1,035	449	1,996
Restructuring activities	0	2	0	1,132
Gain on sale of building	0	0	(5,347)	0
Total Operating Expenses, net	132,871	104,145	249,989	201,036
Operating Income	5,169	12,402	25,481	22,297
Other Income (Expense), net
Unrealized (loss) gain on investment in equity securities	(2,712)	0	6,943	0
Interest expense, net	(4,656)	(7,100)	(9,256)	(14,796)
Other expense, net	(88)	(53)	(120)	(87)
(Loss) Income Before Income Tax Expense (Benefit)	(2,287)	5,249	23,048	7,414
Income tax expense (benefit)	0	(996)	7,128	(270)
Net (Loss) Income	(2,287)	6,245	15,920	7,684
Dividends on Series A Convertible Preferred Stock	(407)	(407)	(813)	(813)
Net (Loss) Income Available to Common Shareholders	$ (2,694)	$ 5,838	$ 15,107	$ 6,871
Basic and Diluted (Loss) Income Per Share:
Basic (Loss) Income Per Share (in dollars per share)	$ (0.14)	$ 0.30	$ 0.71	$ 0.36
Diluted (Loss) Income Per Share (in dollars per share)	$ (0.14)	$ 0.29	$ 0.70	$ 0.36
Basic Weighted-Average Shares Outstanding (in shares)	19,321	17,688	19,210	17,044
Diluted Weighted-Average Shares Outstanding (in shares)	19,321	17,855	19,561	17,177

PENDING MERGER AGREEMENT	6 Months Ended
PENDING MERGER AGREEMENT	Jun. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
PENDING MERGER AGREEMENT	PENDING MERGER AGREEMENT On June 21, 2024, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Alimera Sciences, Inc., a Delaware corporation (“Alimera”) and ANIP Merger Sub INC., a Delaware corporation and a wholly owned indirect subsidiary of the Company (“Merger Sub”), providing for the merger of Merger Sub with and into Alimera (the “Merger”), with Alimera surviving the Merger as a wholly owned indirect subsidiary of the Company. Capitalized terms used herein, but not otherwise defined, have the meanings set forth in the Merger Agreement. At the effective time of the Merger (the “Effective Time”), each outstanding share of common stock, par value $0.01 per share, of Alimera, outstanding immediately prior to the Effective Time will automatically be converted into the right to receive (i) $5.50 in cash, without interest and (ii) one contingent value right (a “CVR”), which shall represent the right to receive the Milestone Payments (as defined below) subject to the terms and conditions set forth in the CVR Agreement (as defined below) (the consideration contemplated by (i) and (ii), together, the “Merger Consideration”). At or immediately prior to the Effective Time, the Company will enter into a contingent value rights agreement (the “CVR Agreement”), pursuant to which each holder of Alimera Common Stock, as well as holders of Alimera Warrants, Alimera Options, Alimera PSUs, Alimera RSAs and Alimera RSUs, may become entitled to contingent cash payments per CVR (each, a “Milestone Payment”), such payment(s) being contingent upon, and subject to, satisfaction of the Milestones (as defined below). When issued, each CVR will entitle the holder (the “Holder”) to receive Milestone Payments for 2026 and 2027, upon satisfaction of the applicable Milestones. The Milestone Payments for each CVR will equal the product (rounded to the nearest 1/100 of $0.01) of $0.25 multiplied by a fraction (which in no case will exceed one), and (i) for 2026, equals the amount, if any, by which the 2026 Net Revenue exceeds $140.0 million, divided by $10.0 million (subject to adjustment for the exercise price of Eligible Options), and (ii) for 2027, equals the amount, if any, by which the 2027 Net Revenue exceeds $160.0 million, divided by $15.0 million (subject to adjustment for the exercise price of Eligible Options) (the occurrence of the events in clauses (i) and (ii), each, a “Milestone”). The Merger Agreement requires Alimera, as promptly as reasonably practicable, and in any event within 25 business days following the date of the Merger Agreement, to prepare and file with the SEC a proxy statement for the purpose of seeking stockholder approval to the Merger Agreement. Alimera filed their preliminary proxy statement on July 24, 2024 with the SEC. Consummation of the Merger is subject to certain conditions, including approval by Alimera’s stockholders, the absence of any legal restraints restraining, enjoining, preventing, prohibiting or otherwise making illegal the consummation of the Merger, expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and any other specified required regulatory approvals that may be required will have been obtained, and each party’s performance of its obligations in all material respects under the Merger Agreement. In connection with the Merger, JPMorgan Chase Bank, N.A. and Blackstone Credit & Insurance (the “Lenders”) have committed to provide debt financing for the transaction in an aggregate principal amount equal to $280.0 million, on the terms and subject to the conditions set forth in a commitment letter, dated June 21, 2024 (the “Debt Commitment Letter”). The obligations of the Lenders to provide debt financing under the Debt Commitment Letter are subject to customary conditions, including, without limitation, execution and delivery of definitive documentation consistent with the Debt Commitment Letter. During the three and six months ended June 30, 2024, the Company incurred approximately $3.5 million in transaction costs related to this pending Merger Agreement, all of which were expensed, and are included in Selling, general, and administrative on the condensed consolidated statements of operations.

SEGMENT REPORTING

6 Months Ended

Jun. 30, 2024

Segment Reporting [Abstract]

SEGMENT REPORTING

An operating segment is defined as a component of an entity that engages in business activities from which it may recognize revenues and incur expense, its operating results are regularly reviewed by the entity’s chief operating decision maker (“CODM”) to make decisions about resources to be allocated to the segment and assess its performance, and its discrete financial information is available. The CODM for the Company is the Chief Executive Officer. The Company is organized into two operating segments as follows:

•Generics, Established Brands, and Other – Consists of operations related to the development, manufacturing, and marketing of generic and established brand pharmaceuticals, including those sold through traditional channels, contract manufactured products, product development services, royalties, and other.

•Rare Disease – Consists of operations related to the development, manufacturing and marketing of pharmaceuticals used in the treatment of patients with rare conditions. The rare disease segment currently consists of operations related to Cortrophin Gel.

The CODM evaluates the two operating segments based on revenues and earnings before interest, income taxes, depreciation, and amortization (“EBITDA”), exclusive of corporate expenses and other expenses not directly allocated or attributable to an operating segment. These expenses include, but are not limited to, certain management, legal, accounting, human resources, insurance, and information technology expenses.

The Company does not manage assets of the Company by operating segment, and our CODM does not review asset information by operating segment. Accordingly, the Company does not present total assets by operating segment.

Financial information by reportable segment is as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2024		2023		2024		2023
Net Revenues
Generics, Established Brands, and Other	$	88,847	$	92,243	$	189,340	$	182,699
Rare Disease	49,193		24,304		86,130		40,634
Total net revenues	$	138,040	$	116,547	$	275,470	$	223,333

Segment earnings before interest, taxes, depreciation and amortization (“EBITDA”) and reconciliation to income before income taxes
Generics, Established Brands, and Other	$	31,631	$	39,937	$	76,937	$	78,765
Rare Disease	4,344		4,215		4,740		2,964
Depreciation and amortization	(14,697)		(14,690)		(29,383)		(29,390)
Corporate and other unallocated expenses(1)	(16,109)		(17,060)		(26,813)		(30,042)
Total operating income	5,169		12,402		25,481		22,297

Unrealized (loss) gain on investment in equity securities	(2,712)		—		6,943		—
Interest expense, net	(4,656)		(7,100)		(9,256)		(14,796)
Other expense, net	(88)		(53)		(120)		(87)
(Loss) Income Before Income Tax Expense (Benefit)	$	(2,287)	$	5,249	$	23,048	$	7,414

______________________________________________

(1)Includes expenses not directly allocated or attributable to a reporting segment, including certain management, legal, accounting, human resources, insurance, and information technology expenses, and are included in selling, general, and administrative expenses in our unaudited interim consolidated statement of operations. This amount also includes the gain on the sale of the Oakville, Ontario site of approximately $5.3 million refer to Note 4 for further information.

Geographic Information

Operations are currently located in the United States and India. The Company has ceased operations at our Oakville, Ontario, Canada location as of March 31, 2023. The majority of the assets of the Company are located in the United States.

The following table depicts the Company’s revenue by geographic operations during the following periods:


(in thousands)	Three Months Ended June 30,				Six Months Ended June 30,
Location of Operations	2024		2023		2024		2023
United States	$	138,040	$	116,547	$	275,470	$	222,768
Canada	—		—		—		565
Total Revenue	$	138,040	$	116,547	$	275,470	$	223,333

The following table depicts the Company’s property, plant and equipment, net according to geographic location, which excludes the land and building at the Company’s Canada facility, which was classified as held for sale as of December 31, 2023. These assets had a carrying value of approximately $8.0 million. The land and building at the Canada facility was sold on March 28, 2024, refer to Note 4. The Company’s property, plant and equipment are as follows:


(in thousands)	June 30, 2024		December 31, 2023
United States	$	49,887	$	43,163
India	1,753		1,430
Total property and equipment, net	$	51,640	$	44,593

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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+ Details

INDEBTEDNESS (Tables)

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

Schedule of carrying value of the current and non-current components of the term loan

The carrying value of the current and non-current components of the Term Facility as of June 30, 2024 and December 31, 2023 are:


	Current
(in thousands)	June 30, 2024		December 31, 2023
Current borrowing on debt	$	3,000	$	3,000
Deferred financing costs	(2,150)		(2,150)
Current debt, net of deferred financing costs	$	850	$	850


	Non-Current
(in thousands)	June 30, 2024		December 31, 2023
Non-current borrowing on debt	$	289,500	$	291,000
Deferred financing costs	(5,106)		(6,181)
Non-current debt, net of deferred financing costs and current component	$	284,394	$	284,819

Schedule of contractual maturity of term loan and DDTL

The contractual maturity of the Term Facility is as follows for the period ending:


(in thousands)	Term Facility
2024 (remainder of the year)	$	1,500
2025	3,000
2026	3,000
2027	285,000
Total	$	292,500

Schedule of components of total interest expense related to the notes and term loan

The following table sets forth the components of total interest expense related to the Term Facility during the three and six months ended June 30, 2024 and 2023, as recognized in the accompanying unaudited interim condensed consolidated statements of operations for the three and six months ended June 30, 2024 and 2023:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2024		2023		2024		2023
Contractual coupon	$	6,848	$	7,620	$	13,761	$	14,970
Amortization of finance fees	591		591		1,182		1,182
Capitalized interest	(151)		(277)		(263)		(298)
	$	7,288	$	7,934	$	14,680	$	15,854

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(22))
-SubTopic 10
-Topic 210
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69B

Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
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-Name Accounting Standards Codification
-Section 55
-Paragraph 69E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69E

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
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Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
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-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
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Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
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-URI https://asc.fasb.org/1943274/2147481112/505-10-50-3

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
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+ Details

INDEBTEDNESS - Credit facility (Details) - Credit Facility - 2021 - USD ($) $ in Millions	Nov. 19, 2021	Jun. 30, 2024
Debt Instrument [Line Items]
Payments of debt issuance costs	$ 14.0
Term Facility
Debt Instrument [Line Items]
Maximum borrowing capacity	300.0
Debt effective interest rate (as a percent)		11.44%
Principal amount		$ 292.5
Revolving Facility
Debt Instrument [Line Items]
Maximum borrowing capacity	$ 40.0
Remaining borrowing capacity		40.0
Commitment fee (as a percent)	0.50%
Deferred debt issuance costs		0.6
Debt issuance costs, noncurrent		0.3
Debt issuance costs, current		$ 0.3

GOODWILL AND INTANGIBLE ASSETS - Amortization (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
2024 (remainder of the year)	$ 24,896
2025	47,592
2026	34,107
2027	25,140
2028	18,359
2029 and thereafter	13,184
Total	$ 163,278	$ 189,209

FAIR VALUE DISCLOSURES (Tables)

6 Months Ended

Jun. 30, 2024

Fair Value Disclosures [Abstract]

Schedule of recurring Level 3 fair value measurements of contingent consideration

The recurring Level 3 fair value measurements of contingent consideration for which a liability is recorded include the following significant unobservable inputs as of June 30, 2024:

Payment Type

Valuation Technique

Unobservable Input

Assumptions

Profit-based milestone payments

Probability-weighted discounted cash flow

Discount rate

13%

Projected fiscal year of payment

2025-2035

Schedule of changes in contingent consideration

The following table presents the changes in contingent consideration balances classified as Level 3 for the three and six months ended June 30, 2024 and 2023:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2024		2023		2024		2023
Beginning balance	$	11,574	$	36,019	$	23,984	$	35,058
Payment of Gross-Profit earn-out	—		—		(12,500)		—
Change in fair value	359		1,035		449		1,996
Ending balance	$	11,933	$	37,054	$	11,933	$	37,054

Schedule of financial assets and liabilities accounted for at fair value on a recurring basis

The following table presents our financial assets and liabilities accounted for at fair value on a recurring basis as of June 30, 2024 and December 31, 2023, by level within the fair value hierarchy:


(in thousands) Description	Fair Value at June 30, 2024		Level 1		Level 2		Level 3
Assets
Money Market Fund	$	166,485	$	166,485	$	—	$	—
Interest rate swap	$	7,366	$	—	$	7,366	$	—
CG Oncology - Investment in equity securities	$	6,943	$	6,943	$	—	$	—
Liabilities
Contingent consideration	$	11,933	$	—	$	—	$	11,933


Description	Fair Value at December 31, 2023		Level 1		Level 2		Level 3
Assets
Money Market Fund	$	191,841	$	191,841	$	—	$	—
Interest rate swap	$	6,236	$	—	$	6,236	$	—
Liabilities
Contingent consideration	$	23,984	$	—	$	—	$	23,984

REVENUE RECOGNITION AND RELATED ALLOWANCES - Disaggregation (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Disaggregation of Revenue [Line Items]
Total net revenues	$ 138,040	$ 116,547	$ 275,470	$ 223,333
Sales of generic pharmaceutical products
Disaggregation of Revenue [Line Items]
Total net revenues	73,964	63,317	144,181	127,030
Sales of established brand pharmaceutical products, royalties, and other pharmaceutical services
Disaggregation of Revenue [Line Items]
Total net revenues	14,883	28,926	45,159	55,669
Sales of rare disease pharmaceutical products
Disaggregation of Revenue [Line Items]
Total net revenues	$ 49,193	$ 24,304	$ 86,130	$ 40,634

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

+ References

+ Details

EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Basic
Net (loss) income available to common shareholders, Basic	$ (2,694)	$ 5,838	$ 15,107	$ 6,871
Earnings allocated to participating securities, Basic	0	(589)	(1,499)	(716)
Net (loss) income available to common shareholders, Basic	(2,694)	5,249	13,608	6,155
Diluted
Net (loss) income available to common shareholders, Diluted	(2,694)	5,838	15,107	6,871
Earnings allocated to participating securities, Diluted	0	(589)	(1,474)	(716)
Net (loss) income available to common shareholders, Diluted	$ (2,694)	$ 5,249	$ 13,633	$ 6,155
Basic
Basic Weighted-Average Shares Outstanding (in shares)	19,321	17,688	19,210	17,044
Diluted
Dilutive effect of common stock options, ESPP, and performance stock units (in shares)	0	167	351	133
Diluted Weighted-Average Shares Outstanding (in shares)	19,321	17,855	19,561	17,177
Basic
(Loss) earnings per share, Basic (in dollars per share)	$ (0.14)	$ 0.30	$ 0.71	$ 0.36
Diluted
(Loss) earnings per share, Diluted (in dollars per share)	$ (0.14)	$ 0.29	$ 0.70	$ 0.36
Anti-dilutive shares diluted earnings (loss) per share (in shares)	2,800	2,500	2,300	2,500

DERIVATIVE FINANCIAL INSTRUMENT AND HEDGING ACTIVITY	6 Months Ended
DERIVATIVE FINANCIAL INSTRUMENT AND HEDGING ACTIVITY	Jun. 30, 2024
Derivative Instruments and Hedging Activities Disclosure [Abstract]
DERIVATIVE FINANCIAL INSTRUMENT AND HEDGING ACTIVITY	DERIVATIVE FINANCIAL INSTRUMENT AND HEDGING ACTIVITY In April 2020, the Company entered into an interest rate swap with Citizens Bank, N.A. to manage its exposure to changes in LIBOR-based interest rates underlying total borrowings under term facilities related to the prior credit agreement, and the interest rate swap matures in December 2026. Concurrent with the termination of the prior credit agreement and entry into the Credit Agreement with Truist Bank, the interest rate swap with a notional value of $168.6 million at origin on November 21, 2021 was novated and Truist Bank is the new counterparty. As described further below, the Company amended its Credit Agreement to transition from LIBOR to SOFR due to the cessation of LIBOR, and accordingly, the interest rate swap transitioned from LIBOR to SOFR. The swap is used to manage changes in SOFR-based interest rates underlying a portion of the borrowing under the Term Facility. The interest rate swap provides an effective fixed interest rate of 2.26% and has been designated as an effective cash flow hedge and therefore qualifies for hedge accounting. As of June 30, 2024, the notional amount of the interest rate swap was $139.4 million and decreased quarterly by approximately $4.0 million until December 2023, after which it remains static until maturity in December 2026. As of June 30, 2024, the fair value of the interest rate swap asset recorded in other non-current assets in the unaudited interim condensed consolidated balance sheets was $7.4 million. As of June 30, 2024, $8.5 million was recorded in accumulated other comprehensive (loss) income, net of tax in the unaudited interim condensed consolidated balance sheets. During the three and six months ended June 30, 2024, the loss on the fair value of the interest rate swaps, net of tax recorded in accumulated other comprehensive (loss) income in the unaudited interim condensed consolidated statements of comprehensive income was approximately $1.1 million and $0.5 million, respectively. Differences between the hedged SOFR rate and the fixed rate are recorded as interest expense in the same period that the related interest is recorded for the Term Facility based on the SOFR rate. In the three and six months ended June 30, 2024, the Company recorded a reduction in interest expense of $1.6 million and $3.2 million in relation to the interest rate swaps, respectively. In the three and six months ended June 30, 2023, the Company recorded a reduction in interest expense of $0.6 million and $1.1 million in relation to the interest rate swaps, respectively. Included in this amount for the three and six months ended June 30, 2024 are reclassifications out of accumulated other comprehensive (loss) income of $0.2 million of interest income and $0.4 million, respectively, related to terminated and de-designated cash flow hedges. Included in this amount for the three and six months ended June 30, 2023 are reclassifications out of accumulated other comprehensive (loss) income of $0.7 million of interest income and $0.7 million, respectively, related to terminated and de-designated cash flow hedges. In conjunction with the amendment of the Credit Agreement (see Note 5), the Company’s derivative positions automatically transitioned to SOFR, the designated fallback terms, as determined by the International Swaps and Derivatives Association on August 1, 2023. Concurrently, the Company updated its hedge documentation to reflect the change of the benchmark index, which changed solely as a result of reference rate reform. Under ASC 848, Reference Rate Reform, hedge accounting may continue without de-designation if certain criteria are met. For cash flow hedges in which the designated hedged risk is LIBOR (or another rate that is expected to be discontinued), the guidance allows an entity to assert that it remains probable that the hedged forecasted transaction will occur. The Company applied the optional expedient within ASC 848 to conclude the updates to the hedge relationship due to reference rate reform did not have a material impact on the Company’s consolidated financial statements.

Condensed Consolidated Statements of Changes in Mezzanine Equity and Stockholders' Equity - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Treasury Stock	Accumulated Other Comprehensive Income, Net of Tax	Accumulated Deficit	Convertible Preferred Stock
Balance at Dec. 31, 2022							$ 24,850
Balance (in shares) at Dec. 31, 2022							25,000
Balance at Jun. 30, 2023							$ 24,850
Balance (in shares) at Jun. 30, 2023							25,000
Balance at Dec. 31, 2022		$ 1	$ 403,900	$ (5,094)	$ 12,167	$ (97,285)
Beginning Balance, Common (in shares) at Dec. 31, 2022		17,644,000
Beginning Balance, Treasury (in shares) at Dec. 31, 2022				149,000
Beginning balance, permanent and temporary equity at Dec. 31, 2022	$ 338,539
Increase (decrease) in Stockholders' Equity
Stock-based Compensation Expense	9,587		9,587
Treasury Stock Purchases for Restricted Stock Vests (in shares)				99,000
Treasury Stock Purchases for Restricted Stock Vests	(4,086)			$ (4,086)
Issuance of Common Shares upon Stock Option and ESPP Exercise (in shares)		45,000
Issuance of Common Shares upon Stock Option and ESPP Exercise	1,446		1,446
Issuance of Restricted Stock Awards (in shares)		624,000
Issuance of Performance Stock Units (in shares)		67,000
Restricted Stock Awards Forfeitures (in shares)		(28,000)
Issuance of Common Stock in Public Offering	80,556	$ 1	80,555
Issuance of Common Stock in Public Offering (in shares)		2,184,000
Dividends on Series A Convertible Preferred Stock	(813)					(813)
Other Comprehensive Income (Loss)	1,559				1,559
Net Income	7,684					7,684
Balance at Jun. 30, 2023		$ 2	495,488	$ (9,180)	13,726	(90,414)
Ending Balance, Common (in shares) at Jun. 30, 2023		20,536,000
Ending Balance, Treasury (in shares) at Jun. 30, 2023				248,000
Ending balance, permanent and temporary equity at Jun. 30, 2023	434,472
Balance at Mar. 31, 2023							$ 24,850
Balance (in shares) at Mar. 31, 2023							25,000
Balance at Jun. 30, 2023							$ 24,850
Balance (in shares) at Jun. 30, 2023							25,000
Balance at Mar. 31, 2023		$ 1	408,395	$ (8,643)	11,131	(96,252)
Beginning Balance, Common (in shares) at Mar. 31, 2023		18,226,000
Beginning Balance, Treasury (in shares) at Mar. 31, 2023				234,000
Beginning balance, permanent and temporary equity at Mar. 31, 2023	339,482
Increase (decrease) in Stockholders' Equity
Stock-based Compensation Expense	5,249		5,249
Treasury Stock Purchases for Restricted Stock Vests (in shares)				14,000
Treasury Stock Purchases for Restricted Stock Vests	(537)			$ (537)
Issuance of Common Shares upon Stock Option and ESPP Exercise (in shares)		40,000
Issuance of Common Shares upon Stock Option and ESPP Exercise	1,289		1,289
Issuance of Restricted Stock Awards (in shares)		104,000
Restricted Stock Awards Forfeitures (in shares)		(18,000)
Issuance of Common Stock in Public Offering	80,556	$ 1	80,555
Issuance of Common Stock in Public Offering (in shares)		2,184,000
Dividends on Series A Convertible Preferred Stock	(407)					(407)
Other Comprehensive Income (Loss)	2,595				2,595
Net Income	6,245					6,245
Balance at Jun. 30, 2023		$ 2	495,488	$ (9,180)	13,726	(90,414)
Ending Balance, Common (in shares) at Jun. 30, 2023		20,536,000
Ending Balance, Treasury (in shares) at Jun. 30, 2023				248,000
Ending balance, permanent and temporary equity at Jun. 30, 2023	434,472
Balance at Dec. 31, 2023	24,850						$ 24,850
Balance (in shares) at Dec. 31, 2023							25,000
Balance at Jun. 30, 2024	24,850						$ 24,850
Balance (in shares) at Jun. 30, 2024							25,000
Balance at Dec. 31, 2023	$ 432,749	$ 2	514,103	$ (10,081)	8,857	(80,132)
Beginning Balance, Common (in shares) at Dec. 31, 2023		20,731,000
Beginning Balance, Treasury (in shares) at Dec. 31, 2023	263,943			264,000
Beginning balance, permanent and temporary equity at Dec. 31, 2023	$ 457,599
Increase (decrease) in Stockholders' Equity
Stock-based Compensation Expense	14,798		14,798
Treasury Stock Purchases for Restricted Stock Vests (in shares)				149,000
Treasury Stock Purchases for Restricted Stock Vests	(9,961)			$ (9,961)
Issuance of Common Shares upon Stock Option and ESPP Exercise (in shares)		77,000
Issuance of Common Shares upon Stock Option and ESPP Exercise	3,596		3,596
Issuance of Restricted Stock Awards (in shares)		606,000
Issuance of Performance Stock Units (in shares)		74,000
Restricted Stock Awards Forfeitures (in shares)		(12,000)
Dividends on Series A Convertible Preferred Stock	(813)					(813)
Other Comprehensive Income (Loss)	(529)				(529)
Net Income	15,920					15,920
Balance at Jun. 30, 2024	$ 455,760	$ 2	532,497	$ (20,042)	8,328	(65,025)
Ending Balance, Common (in shares) at Jun. 30, 2024		21,476,000
Ending Balance, Treasury (in shares) at Jun. 30, 2024	412,587			413,000
Ending balance, permanent and temporary equity at Jun. 30, 2024	$ 480,610
Balance at Mar. 31, 2024							$ 24,850
Balance (in shares) at Mar. 31, 2024							25,000
Balance at Jun. 30, 2024	24,850						$ 24,850
Balance (in shares) at Jun. 30, 2024							25,000
Balance at Mar. 31, 2024		$ 2	523,628	$ (18,742)	9,406	(62,331)
Beginning Balance, Common (in shares) at Mar. 31, 2024		21,373,000
Beginning Balance, Treasury (in shares) at Mar. 31, 2024				393,000
Beginning balance, permanent and temporary equity at Mar. 31, 2024	476,813
Increase (decrease) in Stockholders' Equity
Stock-based Compensation Expense	7,864		7,864
Treasury Stock Purchases for Restricted Stock Vests (in shares)				20,000
Treasury Stock Purchases for Restricted Stock Vests	(1,300)			$ (1,300)
Issuance of Common Shares upon Stock Option and ESPP Exercise (in shares)		46,000
Issuance of Common Shares upon Stock Option and ESPP Exercise	1,005		1,005
Issuance of Restricted Stock Awards (in shares)		65,000
Restricted Stock Awards Forfeitures (in shares)		(8,000)
Dividends on Series A Convertible Preferred Stock	(407)					(407)
Other Comprehensive Income (Loss)	(1,078)				(1,078)
Net Income	(2,287)					(2,287)
Balance at Jun. 30, 2024	$ 455,760	$ 2	$ 532,497	$ (20,042)	$ 8,328	$ (65,025)
Ending Balance, Common (in shares) at Jun. 30, 2024		21,476,000
Ending Balance, Treasury (in shares) at Jun. 30, 2024	412,587			413,000
Ending balance, permanent and temporary equity at Jun. 30, 2024	$ 480,610

RELATED PARTY TRANSACTIONS (Tables)

6 Months Ended

Jun. 30, 2024

Schedule of related party transactions

A summary of payments to related parties is presented below:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Scitus Pharma Services	$	580	$	1,188	$	1,081	$	1,905
SS Pharma LLC	176		1,978		1,245		3,579
SThree Chemicals Pvt Ltd	683		—		1,069		—
	$	1,439	$	3,166	$	3,395	$	5,484

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Jun. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

RELATED PARTY TRANSACTIONS

6 Months Ended

Jun. 30, 2024

RELATED PARTY TRANSACTIONS

PIPE Shares

On March 8, 2021, the Company entered into an Equity Commitment and Investment Agreement with the PIPE Investor, pursuant to which 25,000 shares were purchased for $1,000 per share for an aggregate purchase price of $25.0 million on November 19, 2021. The Chairman of the Company’s board of directors is an operating partner of Ampersand Capital Partners, an affiliate of the PIPE Investor.

Novitium

In connection with the acquisition of Novitium, the Company entered into employment agreements with the two executives and founders of Novitium, Muthusamy Shanmugam, Head of R&D and COO of NJ Operations of ANI, and Chad Gassert, Sr. Vice President, Corporate Development and Strategy of ANI. Both serve as executive officers of the Company and Mr. Shanmugam also serves on the Company’s board of directors. Mr. Shanmugam holds a minority interest in Scitus Pharma Services (“Scitus”), which provides clinical research services to Novitium, a majority interest in SS Pharma LLC (“SS Pharma”), which acquires and supplies API to Novitium, a minority interest in Nuray Chemical Private Limited (“Nuray”), which manufactured and supplied API to Novitium in prior periods, a majority interest in Esjay Pharma LLC (“Esjay”), which provides research and development and facilities consulting services, and a minority interest in SThree Chemicals Pvt Ltd (“SThree”), which acquires and supplies API to Novitium.

A summary of payments to related parties is presented below:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Scitus Pharma Services	$	580	$	1,188	$	1,081	$	1,905
SS Pharma LLC	176		1,978		1,245		3,579
SThree Chemicals Pvt Ltd	683		—		1,069		—
	$	1,439	$	3,166	$	3,395	$	5,484

As of June 30, 2024, the outstanding balances due to Scitus, SThree, and Esjay were $0.7 million, $2.2 million, and $46 thousand respectively. There was no outstanding balance due to SS Pharma.

On December 12, 2023, the Company paid $12.5 million of cash consideration to the Company Members of Novitium for the achievement of the “ANDA Filing Earn-Out,” as defined in the Novitium Merger Agreement, as discussed in Note 2. The Company paid Mr. Shanmugam and Esjay, and Mr. Gassert’s company Chali Properties LLC, approximately $6.7 million and $1.9 million, respectively, for their portion of the cash consideration due to them as part of the Novitium acquisition.

On February 22, 2024, the Company paid $12.5 million of cash consideration to the Company Members of Novitium for the achievement of the “Gross Profit Earn-Out,” as defined in the Novitium Merger Agreement, as discussed in Note 2. The Company paid Mr. Shanmugam and Esjay, and Mr. Gassert’s company Chali Properties LLC, approximately $6.7 million and $1.9 million, respectively, for their portion of the cash consideration due to them as part of the Novitium acquisition.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-2

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+ Details

INCOME TAXES (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
INCOME TAXES (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Tax Disclosure [Abstract]
Valuation allowance	$ 400		$ 400
Expense (benefit) for income taxes	$ 0	$ 996	$ (7,128)	$ 270
Effective income tax rate (as a percent)	0.00%	(19.00%)	30.90%	(3.70%)
Pre-tax consolidated income (loss)	$ (2,287)	$ 5,249	$ 23,048	$ 7,414

- Definition

Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.

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- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

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+ Details

INCOME TAXES	6 Months Ended
INCOME TAXES	Jun. 30, 2024
Income Tax Disclosure [Abstract]
INCOME TAXES	INCOME TAXES The Company uses the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the period that such tax rate changes are enacted. The measurement of a deferred tax asset is reduced, if necessary, by a valuation allowance if it is more likely than not that some portion or all of the deferred tax asset will not be realized. As of June 30, 2024, a valuation allowance was recorded against consolidated net deferred tax assets of $0.4 million, related solely to deferred tax assets for net operating loss carryforwards in certain U.S. state jurisdictions. The Company uses a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company has not identified any uncertain income tax positions that could have a material impact on the consolidated financial statements. The Company recognizes interest and penalties accrued on any unrecognized tax exposures as a component of income tax expense; the Company did not have any such amounts accrued as of June 30, 2024 and December 31, 2023. The Company is subject to taxation in various U.S. jurisdictions, Canada, and India and all of its income tax returns remain subject to examination by tax authorities due to the availability of NOL carryforwards. For interim periods, the Company recognizes an income tax expense (benefit) based on our estimated annual effective tax rate, calculated on a worldwide consolidated basis, expected for the entire year. The interim annual estimated effective tax rate is based on the statutory tax rates then in effect, as adjusted for estimated changes in estimated permanent differences and excludes certain discrete items whose tax effect, when material, are recognized in the interim period in which they occur. These changes in permanent differences and discrete items result in variances to the effective tax rate from period to period. The Company’s estimated annual effective tax rate changes throughout the year as our on-going estimates of pre-tax income, and changes in permanent differences are revised, and as discrete items occur. Global Intangible Low-Taxed Income (“GILTI”), as defined in the Tax Cuts and Jobs Act of 2017, generated from our Canadian and Indian operations is subject to U.S. taxes, with certain defined exemptions, thresholds and credits. For financial reporting purposes the Company has elected to treat GILTI inclusions as a period cost. For the three months ended June 30, 2024, the Company recognized an income tax expense of $0.0 million. The Company’s effective tax rate was 0.0% after discrete items for the three months ended June 30, 2024. The effective tax rate differed from the federal statutory rate of 21% primarily due to state taxes, stock based compensation, and non-deductible expenses related to the pending business combination. For the three months ended June 30, 2023, the Company recognized an income tax benefit of $1.0 million. The Company’s effective tax rate was (19.0)% for the three months ended June 30, 2023. The effective tax rate differed from the federal statutory rate of 21% primarily due to the recognition of the U.S. federal research and development credit, permanent differences, and discrete tax benefit primarily related to remeasurement of its gross deferred assets due to change in state deferred effective tax rate. For the six months ended June 30, 2024, the Company recognized an income tax expense of $7.1 million. The Company’s effective tax rate was 30.9% after discrete items for the six months ended June 30, 2024. The effective tax rate differed from the federal statutory rate of 21% primarily due to state taxes, stock based compensation, tax on the sale of the Oakville, Ontario manufacturing site, and recording of a withholding tax liability on the proceeds of the sale, and non-deductible expenses related to the pending business combination. For the six months ended June 30, 2023, the Company recognized an income tax benefit of $0.3 million. The Company’s effective tax rate was (3.7)% for the six months ended June 30, 2023. The effective tax rate differed from the federal statutory rate of 21% primarily due to the recognition of the U.S. federal research and development credit, permanent differences, and discrete tax benefit primarily related to remeasurement of gross deferred assets due to change in state deferred effective tax rate. The Company does not expect that any law changes enacted during the period will have a material impact on the provision for income taxes.

- Definition

The entire disclosure for income tax.

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+ Details

RESTRUCTURING	6 Months Ended
RESTRUCTURING	Jun. 30, 2024
Restructuring and Related Activities [Abstract]
RESTRUCTURING	RESTRUCTURING On March 31, 2023 the Company ceased operations at the Oakville, Ontario, Canada manufacturing plant. This action was part of ongoing initiatives to capture operational synergies following the acquisition of Novitium in November 2021. ANI has fully completed the transition of the products manufactured or packaged in Oakville to one of the Company’s three U.S. based manufacturing sites. There were no restructuring activities recorded in the three or six months ended June 30, 2024 and as of June 30, 2024, there was no severance or other employee benefits accrued on the unaudited interim condensed consolidated balance sheet. For the three months ended June 30, 2023, restructuring activities resulted in an immaterial amount of expenses, and for the six months ended June 30, 2023, restructuring activities resulted in expenses of $1.1 million. This included $0.2 million of severance and other employee benefit costs and $0.7 million of accelerated depreciation costs and $0.2 million for other miscellaneous costs. In conjunction with the exit of the Canadian facility, the Company determined that the land and building at the Oakville, Ontario, Canada plant (the “Property”) will be sold together and met the criteria to be classified as held for sale as of June 30, 2023. The land and building had a net carrying value of approximately $8.0 million, which was presented as assets held for sale on the accompanying condensed consolidated balance sheet at December 31, 2023. These assets were part of the Generics, Established Brands, and Other segment. As of June 30, 2024 these assets were sold. On February 15, 2024, ANI Pharmaceuticals Canada Inc., a wholly owned subsidiary of the Company, entered into an agreement (the “Agreement”) with 1540700 Ontario Limited (“Buyer”) for the sale of the Property for a total purchase price of $19.2 million Canadian Dollars, or approximately $14.2 million, based on the exchange rate at closing. On March 28, 2024 the Company completed the sale of the Property. After payment of commissions, real estate taxes, and other related costs of approximately $0.7 million, the Company received a net proceeds of approximately $13.5 million at closing. The gain on the sale of the Property was approximately $5.3 million, recorded in the unaudited interim condensed consolidated statements of operations for the six months ended June 30, 2024.

BUSINESS, PRESENTATION, AND RECENT ACCOUNTING PRONOUNCEMENTS (Policies)	6 Months Ended
	Jun. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information. In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, which are necessary to present fairly the Company’s financial position, results of operations, comprehensive (loss) income, and cash flows. The consolidated balance sheet at December 31, 2023 has been derived from audited financial statements as of that date. The unaudited interim condensed consolidated statements of operations are not necessarily indicative of the results that may occur for the full fiscal year. Certain information and footnote disclosure normally included in financial statements prepared in accordance with U.S. GAAP have been omitted pursuant to instructions, rules, and regulations prescribed by the U.S. Securities and Exchange Commission (the “SEC”). Therefore, these unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto previously distributed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”), as filed with the SEC.
Principles of Consolidation	Principles of Consolidation The unaudited interim condensed consolidated financial statements include the accounts of ANI Pharmaceuticals, Inc. and its subsidiaries. All intercompany accounts and transactions are eliminated in consolidation.
Foreign Currency	Foreign Currency The Company has ceased operations at our subsidiary in Oakville, Ontario, Canada as of March 31, 2023. The Company currently has a subsidiary located in India. The Canada-based subsidiary conducted its transactions in U.S. dollars and Canadian dollars, but its functional currency was the U.S. dollar. The India-based subsidiary generally conducts its transactions in Indian rupees, which is also its functional currency. The results of any non-U.S. dollar transactions and balances are remeasured in U.S. dollars at the applicable exchange rates during the period and resulting foreign currency transaction gains and losses are included in the determination of net income. The gain or loss on transactions denominated in foreign currencies and the translation impact of local currencies to U.S. dollars was immaterial for the three and six months ended June 30, 2024 and 2023. Unless otherwise noted, all references to “$” or “dollar” refer to the U.S. dollar. The Company’s asset and liability accounts are translated using the current exchange rate as of the balance sheet date, except for shareholders’ equity accounts, which are translated using historical rates. Net revenues and expense accounts are translated using an average exchange rate over the period ended on the balance sheet date. Adjustments resulting from the translation of the financial statements of the Company’s foreign subsidiaries into U.S. dollars are accumulated as a separate component of shareholders’ equity within accumulated other comprehensive (loss) income, net of tax.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. In the condensed consolidated financial statements, estimates are used for, but not limited to, variable consideration determined based on accruals for chargebacks, administrative fees and rebates, government rebates, returns and other allowances, income tax provision or benefit, deferred taxes and valuation allowance, stock-based compensation, revenue recognition, allowance for inventory obsolescence, valuation of financial instruments and intangible assets, accruals for contingent liabilities, including contingent consideration in acquisitions, fair value of long-lived assets, determination of right-of-use assets and lease liabilities, allowance for credit losses, and the depreciable lives of long-lived assets. Because of the uncertainties inherent in such estimates, actual results may differ from those estimates. Management periodically evaluates estimates used in the preparation of the financial statements for reasonableness.
Restructuring Activities	Restructuring Activities The Company defines restructuring activities to include costs directly associated with exit or disposal activities. Such costs include cash employee contractual severance and other termination benefits, one-time employee termination severance and benefits, contract termination charges, impairment and acceleration of depreciation associated with long-lived assets, and other exit or disposal costs. In general, the Company records involuntary employee-related exit and disposal costs when there is a substantive plan for employee severance and related payments are probable and estimable. For one-time termination benefits, including those with a service requirement, expense is recorded when the employees are entitled to receive such benefits and the amount can be reasonably estimated. Expense related to one-time termination benefits with a service requirement is recorded over time, as the service is completed. Contract termination fees and penalties, and other exit and disposal costs are generally recorded as incurred. Restructuring activities are recognized as an operating expense in the condensed consolidated statements of operations.
Investment in Equity Securities	Investment in Equity Securities The Company accounts for its investment in equity securities with a readily determinable fair value in accordance with the guidance in ASC 321, Investments – Equity Securities. The Company presents unrealized gains and losses related to the equity securities, within Unrealized gain on investment in equity securities in its unaudited condensed consolidated statements of operations. Fair values are obtained from quoted prices on the NASDAQ Stock Market, Inc. (“NASDAQ”).
Assets Held-for-Sale	Assets Held-for-Sale The Company classifies assets held-for-sale if all held-for-sale criteria is met pursuant to ASC 360-10, Property, Plant and Equipment. Criteria include management commitment to sell the disposal group in its present condition and the sale being deemed probable of being completed within one year. Assets classified as held-for-sale are not depreciated and are measured at the lower of their carrying amount or fair value less cost to sell. The Company assesses the fair value of a disposal group, less any costs to sell, each reporting period it remains classified as held-for-sale and reports any subsequent changes as an adjustment to the carrying value of the disposal group, as long as the new carrying value does not exceed the initial carrying value of the disposal group. The Company determined that the Oakville, Ontario, Canada property met the held-for-sale criteria. As of December 31, 2023, approximately $8.0 million of assets held for sale were recorded on the consolidated balance sheets. The Oakville, Ontario property was sold on March 28, 2024 (see Note 4).
Recent Accounting Pronouncements	Recent Accounting Pronouncements Recent Accounting Pronouncements Not Yet Adopted From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies and are adopted by the Company as of the specified effective date. The Company believes that the impact of recently issued standards that are not yet effective will not have a material impact on its financial position or results of operations upon adoption. In November 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which improves reportable segment disclosure requirements, primarily through enhanced disclosures related to significant segment expenses. The guidance in this ASU is effective for all public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The guidance is applied retrospectively to all periods presented in the financial statements, unless it is impracticable. The Company is currently evaluating the effect the adoption of this ASU may have on its disclosures in the notes to the consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which includes guidance to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid. These amendments are effective for all public entities for fiscal periods beginning after December 15, 2024, with early adoption permitted. These amendments apply on a prospective basis, but entities have an option to apply it retrospectively for all periods presented. The Company does not expect that the adoption of this guidance will have a material impact on its consolidated financial statements. Recent Securities and Exchange Commission Final Rules Issued but Not Yet Effective On March 6, 2024, the SEC adopted new rules that will require registrants to disclose certain climate-related information in their annual reports. The final rule requires disclosure of, among other things: material climate-related risks and their material impacts; activities to mitigate or adapt to such risks; information about a registrant’s board of directors’ oversight of climate-related risks and management’s role in managing material climate-related risks; and information on any climate-related targets or goals that are material to the registrant’s business, results of operations, or financial condition. In addition, certain disclosures related to severe weather events and other natural conditions will be required in a registrant’s audited financial statements. The required information about climate-related risks will also include disclosure of a registrant’s greenhouse gas emissions. The Company will be subject to the applicable requirements of the final rule in our annual reports for fiscal years beginning on January 1, 2025. In April 2024, the SEC voluntarily stayed the rules pending judicial review. The Company is currently evaluating the potential impact of these rules on its consolidated financial statements and related disclosures.

- Definition

Disclosure of accounting policy for investment in financial asset.

+ References + Details

REVENUE RECOGNITION AND RELATED ALLOWANCES (Tables)

6 Months Ended

Jun. 30, 2024

Revenue from Contract with Customer [Abstract]

Schedule of disaggregation of revenue and revenue recognized

All revenue recognized in the accompanying unaudited interim condensed consolidated statements of operations is considered to be revenue from contracts with customers. The following table depicts the disaggregation of revenue:


	Three Months Ended June 30,				Six Months Ended June 30,
Products and Services (in thousands)	2024		2023		2024		2023
Sales of generic pharmaceutical products	$	73,964	$	63,317	$	144,181	$	127,030
Sales of established brand pharmaceutical products, royalties, and other pharmaceutical services	14,883		28,926		45,159		55,669
Sales of rare disease pharmaceutical products	49,193		24,304		86,130		40,634
Total net revenues	$	138,040	$	116,547	$	275,470	$	223,333


	Three Months Ended June 30,				Six Months Ended June 30,
Timing of Revenue Recognition (in thousands)	2024		2023		2024		2023
Performance obligations transferred at a point in time	$	138,040	$	116,547	$	275,470	$	222,958
Performance obligations transferred over time	—		—		—		375
Total	$	138,040	$	116,547	$	275,470	$	223,333

Schedule of accruals and allowances

The following table summarizes activity in the condensed consolidated balance sheets for accruals and allowances for the six months ended June 30, 2024 and 2023, respectively:


	Accruals for Chargebacks, Returns, and Other Allowances
(in thousands)	Chargebacks		Government Rebates		Returns		Administrative Fees and Other Rebates		Prompt Payment Discounts
Balance at December 31, 2022	$	148,562	$	10,872	$	33,399	$	9,442	$	6,488
Accruals/Adjustments	290,826		11,100		5,995		25,606		11,028
Credits Taken Against Reserve	(362,253)		(10,001)		(9,596)		(25,177)		(12,653)
Balance at June 30, 2023 (1)	$	77,135	$	11,971	$	29,798	$	9,871	$	4,863

Balance at December 31, 2023	$	84,208	$	12,168	$	29,678	$	11,412	$	4,865
Accruals/Adjustments	267,779		13,324		21,895		29,970		11,422
Credits Taken Against Reserve	(262,541)		(13,168)		(17,676)		(29,656)		(11,243)
Balance at June 30, 2024 (1)	$	89,446	$	12,324	$	33,897	$	11,726	$	5,044

______________________________________________

(1)Chargebacks and Prompt Payment Discounts are included as an offset to accounts receivable in the unaudited interim condensed consolidated balance sheets. Administrative Fees and Other Rebates are included as an offset to accounts receivable or as accrued expenses and other in the unaudited interim condensed consolidated balance sheets. Returns are included in returned goods reserve in the unaudited interim condensed consolidated balance sheets. Government Rebates are included in accrued government rebates in the unaudited interim condensed consolidated balance sheets.

Schedule of customer concentration

The four customers represent the total percentage of net revenues as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Customer 1	24	%	32	%	29	%	32	%
Customer 2	12	%	14	%	12	%	14	%
Customer 3	13	%	13	%	11	%	13	%
Customer 4	17	%	10	%	15	%	9	%

STOCK-BASED COMPENSATION - Narrative (Details) - $ / shares			6 Months Ended
	Feb. 14, 2024	Feb. 28, 2023	Jun. 30, 2024	Jun. 30, 2023
Performance-Based Restricted Stock Units
Share-based Compensation
Performance period			3 years
Percentage of awards			50.00%
Vesting period			3 years
Maximum potential to vest percentage		200.00%	200.00%
Maximum potential to vest (in shares)		83,942
Grate date fair value (in dollars per share)	$ 56.10	$ 41.84
Estimate number of shares percentage			100.00%
Market Performance-Based Restricted Stock Units
Share-based Compensation
Percentage of awards			50.00%
Vesting period			3 years
Maximum potential to vest percentage		200.00%
Maximum potential to vest (in shares)		83,942
Grate date fair value (in dollars per share)	$ 85.65	$ 68.65
Estimate number of shares percentage			100.00%
PSUs
Share-based Compensation
Performance period	3 years
Granted (in shares)	73,588		74,000	85,000
PSUs \| Officer
Share-based Compensation
Granted (in shares)	66,433

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Adjustments for chargebacks and other allowances	$ 102,784	$ 97,262
Preferred Stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred Stock, shares authorized	1,666,667	1,666,667
Preferred Stock, shares issued	0	0
Preferred Stock, shares outstanding	0	0
Treasury stock, shares at cost	412,587	263,943
Convertible Preferred Stock
Convertible Preferred Stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Convertible Preferred Stock, shares authorized	1,666,667	1,666,667
Convertible Preferred Stock, shares issued	25,000	25,000
Convertible Preferred Stock, shares outstanding	25,000	25,000
Common Stock
Common Stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common Stock, shares authorized	33,333,334	33,333,334
Common Stock, shares issued	21,476,115	20,730,896
Common Stock, shares outstanding	21,063,528	20,466,953
Class C Special Stock
Common Stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common Stock, shares authorized	781,281	781,281
Common Stock, shares issued	10,864	10,864
Common Stock, shares outstanding	10,864	10,864

REVENUE RECOGNITION AND RELATED ALLOWANCES - Concentration (Details) - Customer Concentration Risk	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Accounts Receivable \| Four Customers
Concentration Risk [Line Items]
Concentration risk, percentage			79.00%
Revenue from Contract with Customer Benchmark \| Customer 1
Concentration Risk [Line Items]
Concentration risk, percentage	24.00%	32.00%	29.00%	32.00%
Revenue from Contract with Customer Benchmark \| Customer 2
Concentration Risk [Line Items]
Concentration risk, percentage	12.00%	14.00%	12.00%	14.00%
Revenue from Contract with Customer Benchmark \| Customer 3
Concentration Risk [Line Items]
Concentration risk, percentage	13.00%	13.00%	11.00%	13.00%
Revenue from Contract with Customer Benchmark \| Customer 4
Concentration Risk [Line Items]
Concentration risk, percentage	17.00%	10.00%	15.00%	9.00%

INDEBTEDNESS - Interest (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
INDEBTEDNESS - Interest (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Debt Disclosure [Abstract]
Contractual coupon	$ 6,848	$ 7,620	$ 13,761	$ 14,970
Amortization of finance fees	591	591	1,182	1,182
Capitalized interest	(151)	(277)	(263)	(298)
Interest Expense, Debt	$ 7,288	$ 7,934	$ 14,680	$ 15,854

INVENTORIES (Tables)

6 Months Ended

Jun. 30, 2024

Inventory Disclosure [Abstract]

Schedule of inventories

Inventories consist of the following as of:


(in thousands)	June 30, 2024		December 31, 2023
Raw materials	$	62,584	$	62,237
Packaging materials	10,434		9,617
Work-in-progress	4,775		3,144
Finished goods	47,655		36,198
Inventories	$	125,448	$	111,196

SEGMENT REPORTING (Tables)

6 Months Ended

Jun. 30, 2024

Segment Reporting [Abstract]

Schedule of financial information by reportable segments

Financial information by reportable segment is as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2024		2023		2024		2023
Net Revenues
Generics, Established Brands, and Other	$	88,847	$	92,243	$	189,340	$	182,699
Rare Disease	49,193		24,304		86,130		40,634
Total net revenues	$	138,040	$	116,547	$	275,470	$	223,333

Segment earnings before interest, taxes, depreciation and amortization (“EBITDA”) and reconciliation to income before income taxes
Generics, Established Brands, and Other	$	31,631	$	39,937	$	76,937	$	78,765
Rare Disease	4,344		4,215		4,740		2,964
Depreciation and amortization	(14,697)		(14,690)		(29,383)		(29,390)
Corporate and other unallocated expenses(1)	(16,109)		(17,060)		(26,813)		(30,042)
Total operating income	5,169		12,402		25,481		22,297

Unrealized (loss) gain on investment in equity securities	(2,712)		—		6,943		—
Interest expense, net	(4,656)		(7,100)		(9,256)		(14,796)
Other expense, net	(88)		(53)		(120)		(87)
(Loss) Income Before Income Tax Expense (Benefit)	$	(2,287)	$	5,249	$	23,048	$	7,414

______________________________________________

Schedule of revenue by geographic operations

The following table depicts the Company’s revenue by geographic operations during the following periods:


(in thousands)	Three Months Ended June 30,				Six Months Ended June 30,
Location of Operations	2024		2023		2024		2023
United States	$	138,040	$	116,547	$	275,470	$	222,768
Canada	—		—		—		565
Total Revenue	$	138,040	$	116,547	$	275,470	$	223,333

Schedule of property, plant and equipment, net by geographic location

The Company’s property, plant and equipment are as follows:


(in thousands)	June 30, 2024		December 31, 2023
United States	$	49,887	$	43,163
India	1,753		1,430
Total property and equipment, net	$	51,640	$	44,593

STOCK-BASED COMPENSATION - Non-option activity (Details) - USD ($) $ in Thousands		6 Months Ended
	Feb. 14, 2024	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Non-option Shares
Treasury stock value		$ 20,042		$ 10,081
PSUs
Non-option Shares
Outstanding at the beginning of the period (in shares)		84,000	0
Granted (in shares)	73,588	74,000	85,000
Exercised (in shares)		0	0
Forfeited (in shares)		0	0
Outstanding at the end of the period (in shares)		158,000	85,000
RSAs
Non-option Shares
Outstanding at the beginning of the period (in shares)		1,351,000	1,141,000
Granted (in shares)		606,000	624,000
Exercised (in shares)		(433,000)	(338,000)
Forfeited (in shares)		(12,000)	(46,000)
Outstanding at the end of the period (in shares)		1,512,000	1,381,000
Shares purchased to cover employee income taxes		149,000	99,000
Treasury stock value		$ 10,000	$ 4,100

REVENUE RECOGNITION AND RELATED ALLOWANCES

6 Months Ended

Jun. 30, 2024

Revenue from Contract with Customer [Abstract]

REVENUE RECOGNITION AND RELATED ALLOWANCES

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. Revenue is recognized using the following steps:

•Identification of the contract, or contracts, with a customer;

•Identification of the performance obligations in the contract;

•Determination of the transaction price, including the identification and estimation of variable consideration;

•Allocation of the transaction price to the performance obligations in the contract; and

•Recognition of revenue when we satisfy a performance obligation.

Revenues are primarily derived from sales of generic, rare disease, and established brand pharmaceutical products, royalties, and other pharmaceutical services. Revenue is recognized when obligations under the terms of contracts with customers are satisfied, which generally occurs when control of the products sold are transferred to the customer. Variable consideration is estimated after the consideration of applicable information that is reasonably available. The Company generally does not have incremental costs to obtain contracts that would otherwise not have been incurred. The Company does not adjust revenue for the promised amount of consideration for the effects of a significant financing component because our customers generally pay us within 100 days.


	Three Months Ended June 30,				Six Months Ended June 30,
Products and Services (in thousands)	2024		2023		2024		2023
Sales of generic pharmaceutical products	$	73,964	$	63,317	$	144,181	$	127,030
Sales of established brand pharmaceutical products, royalties, and other pharmaceutical services	14,883		28,926		45,159		55,669
Sales of rare disease pharmaceutical products	49,193		24,304		86,130		40,634
Total net revenues	$	138,040	$	116,547	$	275,470	$	223,333


	Three Months Ended June 30,				Six Months Ended June 30,
Timing of Revenue Recognition (in thousands)	2024		2023		2024		2023
Performance obligations transferred at a point in time	$	138,040	$	116,547	$	275,470	$	222,958
Performance obligations transferred over time	—		—		—		375
Total	$	138,040	$	116,547	$	275,470	$	223,333

In the three and six months ended June 30, 2024 and 2023, the Company did not incur, and therefore did not defer, any material incremental costs to obtain or fulfill contracts. The Company recognized a decrease of $1.5 million to net revenue from performance obligations satisfied in prior periods during the six months ended June 30, 2024, consisting primarily of revised estimates for variable consideration, including chargebacks, rebates, returns, and other allowances, related to prior period sales. The Company recognized an increase of $5.0 million to net revenue from performance obligations satisfied in prior periods during the six months ended June 30, 2023, consisting primarily of revised estimates for variable consideration, including chargebacks, rebates, returns, and other allowances, related to prior period sales. Additionally, as of June 30, 2024, and December 31, 2023, there was no deferred revenue recorded on the condensed consolidated balance sheets.

As of June 30, 2024, the aggregate amount of the transaction price allocated to the remaining performance obligations for all open contract manufacturing customer contracts was $3.0 million, which consists of firm orders for contract manufactured products. The Company recognizes revenue for these performance obligations as they are satisfied, which is anticipated within six months.

Variable consideration

Sales of pharmaceutical products are subject to variable consideration due to chargebacks, government rebates, returns, administrative and other rebates, and cash discounts. Estimates for these elements of variable consideration require significant judgment.

The following table summarizes activity in the condensed consolidated balance sheets for accruals and allowances for the six months ended June 30, 2024 and 2023, respectively:


	Accruals for Chargebacks, Returns, and Other Allowances
(in thousands)	Chargebacks		Government Rebates		Returns		Administrative Fees and Other Rebates		Prompt Payment Discounts
Balance at December 31, 2022	$	148,562	$	10,872	$	33,399	$	9,442	$	6,488
Accruals/Adjustments	290,826		11,100		5,995		25,606		11,028
Credits Taken Against Reserve	(362,253)		(10,001)		(9,596)		(25,177)		(12,653)
Balance at June 30, 2023 (1)	$	77,135	$	11,971	$	29,798	$	9,871	$	4,863

Balance at December 31, 2023	$	84,208	$	12,168	$	29,678	$	11,412	$	4,865
Accruals/Adjustments	267,779		13,324		21,895		29,970		11,422
Credits Taken Against Reserve	(262,541)		(13,168)		(17,676)		(29,656)		(11,243)
Balance at June 30, 2024 (1)	$	89,446	$	12,324	$	33,897	$	11,726	$	5,044

______________________________________________

Credit Concentration

ANI’s customers are primarily wholesale distributors, chain drug stores, group purchasing organizations, and pharmaceutical companies.

During the three and six months ended June 30, 2024, there were four customers that accounted for 10% or more of net revenues. During the three months ended June 30, 2023, there were four customers that accounted for 10% or more of net revenues. During the six months ended June 30, 2023, there were three customers that accounted for 10% or more of net revenues. As of June 30, 2024, accounts receivable from these customers totaled 79% of Accounts receivable, net.

The four customers represent the total percentage of net revenues as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023
Customer 1	24	%	32	%	29	%	32	%
Customer 2	12	%	14	%	12	%	14	%
Customer 3	13	%	13	%	11	%	13	%
Customer 4	17	%	10	%	15	%	9	%

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-15

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org/606/tableOfContent

+ Details

INVENTORIES - Schedule of inventory (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
Raw materials	$ 62,584	$ 62,237
Packaging materials	10,434	9,617
Work-in-progress	4,775	3,144
Finished goods	47,655	36,198
Inventories	$ 125,448	$ 111,196

COMMITMENTS AND CONTINGENCIES	6 Months Ended
COMMITMENTS AND CONTINGENCIES	Jun. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	COMMITMENTS AND CONTINGENCIES Operating Leases In April 2023, the Company entered into an agreement to lease additional warehouse space in East Windsor, New Jersey. The lease has a term of five years, and was classified as an operating lease. The lease was capitalized and included in other non-current assets on the accompanying unaudited condensed consolidated balance sheets. Additionally, during October 2023, the Company entered into an amendment for the Middleton, Wisconsin location which expanded the Company’s square footage and also extended the termination date to December 2028. Government Regulation The Company’s products and facilities are subject to regulation by a number of federal and state governmental agencies, such as the Drug Enforcement Administration (“DEA”), the Food and Drug Administration (“FDA”), the Centers for Medicare and Medicaid Services (“CMS”), the Central Drugs Standard Control Organization (“CDSCO”), The Narcotics Control Bureau (“NCB”), and India’s Ministry of Health and Family Welfare (“MoHFW”). The FDA, in particular, maintains oversight of the formulation, manufacture, distribution, packaging, and labeling of all of ANI’s products. The DEA and NCB maintain oversight over products that are considered controlled substances. Unapproved Products Four products, Esterified Estrogens and Methyltestosterone (“EEMT”), Opium Tincture, Thyroid Tablets, and Hyoscyamine are sold without approved NDAs or ANDAs. If the FDA took enforcement action against the Company, the Company may be required to seek FDA approval for the group of products or withdraw them from the market. During the three and six months ended June 30, 2024, net revenues from commercial sales of these products for these products totaled $6.8 million and $10.9 million, respectively. During the three and six months ended June 30, 2023, net revenues from EEMT and Opium Tincture totaled $3.5 million and $7.2 million, respectively. On December 27, 2023, the Company acquired from Alvogen, Inc. the rights to Hyoscyamine for total cash consideration of $2.0 million, which product was launched commercially in February 2024. Contract manufacturing revenues for Hyoscyamine, for both the three and six months ended June 30, 2024 were less than $0.1 million. Contract manufacturing revenues for Hyoscyamine, for three and six months ended June 30, 2023 were $0.5 million and $1.1 million, respectively. Legal proceedings The Company is, and from time to time may become, involved in various disputes, governmental and/or regulatory inquiries, investigations, government reimbursement related actions and litigation. These matters are complex and subject to significant uncertainties. While we believe that we have valid claims and/or defenses in the litigation and other matters described below, litigation is inherently unpredictable, particularly where the damages sought are substantial or indeterminate or when the proceedings, investigations or inquiries are in the early stages, and the outcome of the proceedings could result in losses, including substantial damages, fines, civil or criminal penalties and injunctive or administrative remedies. We intend to vigorously prosecute and/or defend these matters, as appropriate; however, from time to time, we may settle or otherwise resolve these matters on terms and conditions that we believe are in our best interests. Resolution of any or all claims, investigations, and legal proceedings, individually or in the aggregate, could have a material adverse effect on our results of operations and/or cash flows in any given accounting period or on our overall financial condition. Some of these matters with which we are involved are described below and in our 2023 Form 10-K, and unless otherwise disclosed, we are unable to predict the outcome of the matter or to provide an estimate of the range of reasonably possible material losses. We record accruals for loss contingencies to the extent we conclude it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. From time to time, we are also involved in other pending proceedings for which, in our opinion based upon facts and circumstances known at the time, either the likelihood of loss is remote or any reasonably possible loss associated with the resolution of such proceedings is not expected to be material to our results, and therefore remain undisclosed. If and when any reasonably possible losses associated with the resolution of such other pending proceedings, in our opinion, become material, we will disclose such matters. Furthermore, like many pharmaceutical manufacturers, we are periodically exposed to product liability claims. The prevalence of these claims could limit our coverage under future insurance policies or cause those policies to become more expensive, which could harm our business, financial condition, and operating results. Recent trends in the product liability and director and officer insurance markets is to exclude matters related to certain classes of drugs. Our policies have been subject to such exclusions which place further potential risk of financial loss on us. Legal fees for litigation-related matters are expensed as incurred and included in the condensed consolidated statements of operations under the selling, general, and administrative expense line item. Commercial Litigation On December 3, 2020, class action complaints were filed against the Company on behalf of putative classes of direct and indirect purchasers of the drug Bystolic. On December 23, 2020, six individual purchasers of Bystolic, CVS, Rite Aid, Walgreen, Kroger, Albertsons, and H-E-B, filed complaints against the Company. On March 15, 2021, the plaintiffs in these actions filed amended complaints. All amended complaints were substantively identical. The plaintiffs in these actions alleged that, beginning in 2012, Forest Laboratories, the manufacturer of Bystolic, entered into anticompetitive agreements when settling patent litigation related to Bystolic with seven potential manufacturers of a generic version of Bystolic: Hetero, Torrent, Alkem/Indchemie, Glenmark, Amerigen, Watson, and various of their corporate parents, successors, subsidiaries, and affiliates. ANI itself was not a party to patent litigation with Forest concerning Bystolic and did not settle patent litigation with Forest. The plaintiffs named the Company as a defendant based on the Company’s January 8, 2020 Asset Purchase Agreement with Amerigen. Under the terms of the 2020 Asset Purchase Agreement, Amerigen agreed to indemnify ANI for certain liabilities relating to Bystolic, including liabilities that arose prior to closing of the asset purchase. The complaints alleged that the 2013 patent litigation settlement agreement between Forest and Amerigen violated federal and state antitrust laws and state consumer protection laws by delaying the market entry of generic versions of Bystolic. Plaintiffs alleged they paid higher prices as a result of delayed generic competition. Plaintiffs sought damages, trebled or otherwise multiplied under applicable law, injunctive relief, litigation costs and attorneys’ fees. The complaints did not specify the amount of damages sought from the Company or other defendants and the Company. The cases were consolidated in the United States District Court for the Southern District of New York. On April 23, 2021, the Company and other defendants filed motions to dismiss the amended complaints. On January 24, 2022, the court dismissed all claims brought by the plaintiffs without prejudice. The court granted the plaintiffs until February 22, 2022 to file amended complaints, which were filed in federal court in the Southern District of New York, on that date. The newly amended complaints contained substantially similar claims. On April 19, 2022, the Company and other defendants filed motions to dismiss the newly amended complaints. After full briefing and oral argument, on February 21, 2023, the court granted the Company and the defendants’ motion to dismiss all actions with prejudice. Plaintiffs filed an appeal in the Second Circuit. On May 13, 2024, the Second Circuit affirmed the district court’s judgment, dismissing plaintiffs’ claims with prejudice. On March 4, 2024, ANI commenced a civil action against CG Oncology, Inc. f/k/a Cold Genesys, Inc. (“CG Oncology”) in the Superior Court of the State of Delaware (“Delaware Action”). ANI’s complaint alleges that, under an Assignment and Technology Transfer Agreement dated as of November 15, 2010 (the “November 2010 Agreement”), CG Oncology is liable to pay ANI a running royalty of 5% of the worldwide net sales of cretostimogene made by CG Oncology or any affiliate or sublicensee thereof; and that in February 2024, CG Oncology wrongfully repudiated its royalty obligation to ANI. On April 2, 2024, CG Oncology filed an answer and counterclaim (the “CGON Answer and Counterclaim”) and concurrently moved for judgment on the pleadings or, in the alternative, for partial summary judgment (the “Motion for Summary Judgment”). CG Oncology’s Motion for Summary Judgment seeks judgment declaring that the November 2010 Agreement does not “oblige CGON to pay royalties after expiration of the latest-running assigned patent.” CG Oncology also seeks judgment awarding compensatory damages and punitive damages on counterclaims for alleged breach of the November 2010 Agreement and for alleged misappropriation of trade secrets under federal and Delaware state law. On April 22 and 25, 2024, ANI filed its reply to CG Oncology’s counterclaims, denying any liability to CG Oncology and asserting additional counterclaims against CG Oncology (“Reply Counterclaims”) for alleged breach of the November 2010 Agreement and, in the alternative, for unjust enrichment. ANI’s Reply Counterclaims seek judgment (i) declaring that, under Section 3.3 of the November 2010 Agreement, CG Oncology is contractually obligated to pay ANI 5% of the worldwide net sales of cretostimogene made by CG Oncology or any affiliate or sublicensee thereof; (ii) dismissing CG Oncology’s counterclaims with prejudice; (iii) awarding ANI compensatory damages as provided by law, including damages grounded in restitution and unjust enrichment; (iv) in the event of a judgment in ANI’s favor on ANI’s fourth counterclaim for unjust enrichment, ordering CG Oncology to re-transfer to ANI ownership of all assets that ANI sold to CG Oncology under the November 2010 Agreement, including, without limitation, all data and documentation comprising IND 12154; and (v) in the event of a judgment in ANI’s favor on ANI’s fourth counterclaim for unjust enrichment, imposing a constructive trust on all fruits of CG0070-related assets that ANI sold to CG Oncology under the November 2010 Agreement including, without limitation, all data and documentation comprising IND 12154 and any other IND that CG Oncology may have for CG0070. On May 15, 2024, CG Oncology filed a reply to ANI’s counterclaims, which generally maintains the positions in the CGON Answer and Counterclaim. The parties are currently engaged in pretrial discovery. On June 7, 2024, CG Oncology filed a motion to stay discovery pending a decision by the court on its Motion for Summary Judgment. The court denied CG Oncology’s motion to stay discovery at the conclusion of an oral hearing held on July 11, 2024. The hearing on CG Oncology’s Motion for Summary Judgment is currently scheduled for August 22, 2024. ANI intends to vigorously pursue this matter. On March 5, 2024, a complaint was filed against ANI by Acella Pharmaceuticals, LLC, in the United States District Court of Minnesota, asserting, among other things, false advertising under the Lanham Act, and unfair trade practices and false advertising under Minnesota law, relating to ANI’s natural desiccated thyroid tablets USP. The complaint seeks injunctive relief, actual and consequential damages, disgorgement of profits, and attorneys’ fees and costs. On April 16, 2024, ANI filed an answer to Acella’s complaint, denying all claims, and asserting certain affirmative defenses, and counterclaims against Acella for false advertising of its thyroid product marketed as NP Thyroid® Tablets, under the Lanham Act, common law unfair competition and unfair and deceptive trade practices and false advertising under Minnesota and Georgia law. ANI seeks injunctive relief, compensatory damages, punitive damages and attorneys’ fees and costs. On May 17, 2024, Acella filed a motion to dismiss ANI’s counterclaims. On June 7, 2024, ANI filed an amended answer to Acella’s complaint and counterclaims. Acella filed a motion to dismiss ANI’s amended counterclaims on July 31, 2024. A hearing date has been set for September 11, 2024 on Acella’s motion to dismiss. The case is currently in fact discovery until February 1, 2025. ANI disputes any liability in this matter and intends to defend this lawsuit vigorously. Patent Litigation On November 21, 2023, a complaint was filed against Novitium and certain other defendants in the case of Harmony Biosciences, LLC, Bioprojet Societe Civile de Recherche and Bioprojet Pharma SAS v. AET Pharma US, Inc., Annora Pharma Private Limited, Novitium Pharma LLC, Zenara Pharma Private Limited and Biophore India Pharmaceuticals Private Limited in the United States District Court for the District of Delaware, asserting, among other things, that Novitium’s proposed pitolisant hydrochloride drug product, which is subject to Novitium’s Abbreviated New Drug Application, infringes certain U.S. patents. The complaint seeks damages, injunctive relief, attorneys’ fees and costs. On January 29, 2024, Novitium filed its answer, denying all allegations and asserting counterclaims of non-infringement and invalidity. On February 16, 2024, plaintiffs filed their answer, denying Novitium’s counterclaims and asserting certain affirmative defenses against Novitium. On April 15, 2024, the court consolidated Novitium’s case and two other cases brought by plaintiffs against Lupin Limited et al, and MSN Pharms. Inc. et al., into one consolidated matter filed in C.A. No. 23-1286-JLH. The case is currently in discovery. The court set a trial date of February 2026. Novitium disputes any liability in this matter. Ranitidine Related Litigation Federal Court Multi District Litigation ANI and Novitium were named as defendants, along with numerous other brand and generic pharmaceutical manufacturers, wholesale distributors, retail pharmacy chains, and repackagers of ranitidine-containing products, in In re: Zantac/Ranitidine NDMA Litigation (MDL No, 2924), filed in the United District Court for the Southern District of Florida (the “MDL Court”). Plaintiffs allege that defendants failed to disclose and/or concealed the alleged inherent presence of N-Nitrosodimethylamine (or “NDMA”) in brand-name Zantac or generic ranitidine and the alleged associated risk of cancer. While ANI was initially a defendant, the lead plaintiff attorneys voluntarily dismissed ANI as a defendant in the Master Complaint. On July 8, 2021, the MDL Court dismissed all claims by all plaintiffs against the generic drug manufacturers with prejudice , on preemption grounds. The MDL Court also dismissed all claims by all plaintiffs against the brand manufacturers on summary judgment. Plaintiffs appealed the MDL Court’s dismissals to the Eleventh Circuit Court of Appeals. On November 7, 2022, the Eleventh Circuit affirmed the MDL Court’s dismissal of cases brought by third-party payors. The Eleventh Circuit raised questions in the appeals of the other cases about the finality of the MDL Court’s judgments, which were resolved in September 2023. Plaintiffs filed opening briefs on April 10, 2024 and generics defendants filed their response on July 25, 2024. ANI and Novitium dispute any liability in this matter. State Court Personal Injury Litigation ANI and Novitium have also been named as defendants in various state lawsuits. California. The pending cases in California state court naming generic ranitidine manufacturers were transferred to an existing civil case coordination docket for pretrial proceedings (JCCP) in Alameda County. On September 21, 2023, plaintiffs filed a master complaint in the JCCP alleging strict liability, negligent failure to warn and general negligence, but not naming any generic defendants. In December 2023, the Keller Postman firm filed approximately 200 individual plaintiff short form complaints that name generic defendants. Novitium is named in 28 of the short form complaints which reference the claims for the master complaint, but has not been served. ANI is not named. On February 1, 2024, the generic defendants filed an omnibus demurrer challenging the sufficiency of the Keller Postman complaints, largely on the basis of preemption. On April 23, 2024, the California court granted the demurrer in part, dismissing all design defect claims against the generic defendants with prejudice on preemption grounds, but the court otherwise granted plaintiffs an opportunity for leave to amend their other claims against the generic defendants. Plaintiffs filed an amended master complaint on April 29, 2024. Novitium is named in one case and discovery is currently ongoing. Pennsylvania. In September 2022, two complaints were filed naming Novitium as a defendant in Pennsylvania state court, Philadelphia County. On February 16, 2023, the Pennsylvania plaintiffs filed a consolidated long-form complaint against the generic defendants, Plaintiffs v. Actavis, et. al. Civil Action No. 1364. The long-form complaint names Novitium as a defendant. The long form complaint asserts causes of action for negligence, failure to warn, negligent storage and transportation, breach of express warranties, breach of implied warranties, negligent misrepresentation, fraud, strict products liability, wrongful death and survivor actions, and loss of consortium. The complaint includes a prayer for punitive damages. The generic defendants filed their preliminary objections to Plaintiffs’ consolidated long-form generic complaint on March 20, 2023. The court dismissed all claims related to failure to warn/design defects on preemption grounds. The court also sustained the generics’ preliminary objections relating to the counts of strict liability-design defect and breach of implied warranty to the extent Pennsylvania substantive law applies, effectively dismissing the generic defendants from the case unless and until a non-resident plaintiff names a generic in a short form complaint. Out of an abundance of caution, however, the generics, including Novitium, all filed answers to the long form complaint in June 2023. In January 2024, plaintiffs filed short form complaints naming generic defendants, including Novitium in one complaint. Generic defendants filed joint preliminary objections to the short form complaints based on preemption. The deadline for filing responses to these objections has passed and no amended complaint or response has been filed by plaintiffs against Novitium. ANI and Novitium dispute any liability in these matters.

FAIR VALUE DISCLOSURES

6 Months Ended

Jun. 30, 2024

Fair Value Disclosures [Abstract]

FAIR VALUE DISCLOSURES

Fair value is the price that would be received from the sale of an asset or paid to transfer a liability assuming an orderly transaction in the most advantageous market at the measurement date. U.S. GAAP establishes a hierarchical disclosure framework that prioritizes and ranks the level of observability of inputs used in measuring fair value.

The inputs used in measuring the fair value of cash and cash equivalents are considered to be Level 1 in accordance with the three-tier fair value hierarchy. The fair market values are based on period-end statements supplied by the various banks and brokers that held the majority of our funds. The fair value of short-term financial instruments (primarily accounts receivable, prepaid expenses, accounts payable, accrued expenses, and other current liabilities) approximate their carrying values because of their short-term nature. The Term Facility bears an interest rate that fluctuates with the changes in SOFR and, because the variable interest rates approximate market borrowing rates available to us, we believe the carrying values of these borrowings approximated their fair values at June 30, 2024.

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

Money Market Funds

Money market funds are readily convertible into cash and the net asset value of each fund on the last day of the reporting period is used to determine its fair value. Money market funds are included in Cash and cash equivalents within the Consolidated Balance Sheet, and is classified within Level 1 of the fair value hierarchy because they are valued using quoted market prices. The Company does not adjust the quoted market price for such financial instruments. The fair value of the money market funds as of June 30, 2024 was approximately $166.5 million.

Interest Rate Swap

The fair value of the interest rate swap is estimated based on the present value of projected future cash flows using the SOFR forward rate curve (see Note 6). The model used to value the interest rate swap includes inputs of readily observable market data, a Level 2 input. As described in detail in Note 6, the fair value of the interest rate swap was $7.4 million as of June 30, 2024, and was classified as a non-current asset.

CG Oncology Equity Securities

The Company currently holds 219,925 shares of common stock in CG Oncology (Nasdaq: CGON). The Company accounts for its investment in CG Oncology equity securities as an equity investment with a readily determinable fair value, as the securities are publicly traded on the Nasdaq Global Select Market. The fair value of the equity securities is based on its closing price on the Nasdaq and is classified within Level 1 of the fair value hierarchy because the equity securities are valued using quoted market prices. The Company does not adjust the quoted market price for such financial instruments. The fair value of the CG Oncology equity securities as of June 30, 2024 was approximately $6.9 million based on a closing market price of $31.57 on June 28, 2024. This amount is classified on the unaudited condensed consolidated statements of operations as Unrealized gain on investment in equity securities. Between 2013 and 2023, CG Oncology securities held by the Company were valued at zero under U.S. GAAP.

Contingent Consideration

In connection with the acquisition of Novitium, the Company may pay up to $46.5 million in additional consideration related to the achievement of certain milestones, such as milestones on gross profit of Novitium portfolio products over a 24-month period, regulatory filings completed during this 24-month period, and a percentage of net profits on certain products that are launched in the future.

The discounted cash flow method used to value this contingent consideration includes inputs which are classified as Level 3 inputs, as the inputs are not based on readily available market data.

Pursuant to the terms of the Novitium Merger Agreement, on December 12, 2023, the Company paid $12.5 million of cash consideration to the Company Members, defined as the holders of Novitium ownership interests in the Novitium Merger Agreement, as the holders of Novitium ownership interests, for the achievement of the “ANDA Filing Earn-Out,” as defined in the Agreement (Note 15). Furthermore, on February 22, 2024, the Company paid $12.5 million to Company Members of Novitium upon the achievement of the “Gross Profit Earn-Out,” as defined in the Agreement (Note 15).

The fair value of the contingent consideration was approximately $11.9 million and $24.0 million as of June 30, 2024 and December 31, 2023, respectively, and is reflected as a current and non-current accrued contingent consideration liability in the unaudited interim condensed consolidated balance sheets.

The recurring Level 3 fair value measurements of contingent consideration for which a liability is recorded include the following significant unobservable inputs as of June 30, 2024:

Payment Type

Valuation Technique

Unobservable Input

Assumptions

Profit-based milestone payments

Probability-weighted discounted cash flow

Discount rate

13%

Projected fiscal year of payment

2025-2035

The following table presents the changes in contingent consideration balances classified as Level 3 for the three and six months ended June 30, 2024 and 2023:


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2024		2023		2024		2023
Beginning balance	$	11,574	$	36,019	$	23,984	$	35,058
Payment of Gross-Profit earn-out	—		—		(12,500)		—
Change in fair value	359		1,035		449		1,996
Ending balance	$	11,933	$	37,054	$	11,933	$	37,054

The following table presents our financial assets and liabilities accounted for at fair value on a recurring basis as of June 30, 2024 and December 31, 2023, by level within the fair value hierarchy:


(in thousands) Description	Fair Value at June 30, 2024		Level 1		Level 2		Level 3
Assets
Money Market Fund	$	166,485	$	166,485	$	—	$	—
Interest rate swap	$	7,366	$	—	$	7,366	$	—
CG Oncology - Investment in equity securities	$	6,943	$	6,943	$	—	$	—
Liabilities
Contingent consideration	$	11,933	$	—	$	—	$	11,933


Description	Fair Value at December 31, 2023		Level 1		Level 2		Level 3
Assets
Money Market Fund	$	191,841	$	191,841	$	—	$	—
Interest rate swap	$	6,236	$	—	$	6,236	$	—
Liabilities
Contingent consideration	$	23,984	$	—	$	—	$	23,984

Financial Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

There are no financial assets or liabilities that are measured at fair value on a non-recurring basis.

Non-Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

There are no non-financial assets or liabilities that are measured at fair value on a recurring basis.

Non-Financial Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

Long-lived assets, including property, plant, and equipment, right-of-use (“ROU”) assets, intangible assets, and goodwill, are measured at fair value on a non-recurring basis, and no such fair value impairment was recognized in the three and six months ended June 30, 2024 and 2023.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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+ Details

FAIR VALUE DISCLOSURES - Hierarchy (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Money market funds	$ 166,485	$ 191,841
Interest rate swap	7,366	6,236
Royalties fair value	6,943
Contingent consideration	11,900	24,000
Level 1
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Money market funds	166,485	191,841
Interest rate swap	0	0
Royalties fair value	6,943
Level 2
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Money market funds	0	0
Interest rate swap	7,366	6,236
Royalties fair value	0
Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Money market funds	0	0
Interest rate swap	0	0
Royalties fair value	0
Novitium
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration	11,933	23,984
Novitium \| Level 1
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration	0	0
Novitium \| Level 2
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration	0	0
Novitium \| Level 3
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Contingent consideration	$ 11,933	$ 23,984

- Definition

Amount of investment in equity security measured at fair value with change in fair value recognized in net income (FV-NI).

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-URI https://asc.fasb.org/1943274/2147482736/825-10-45-1A

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 210
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-03(a)(1)(6))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478777/944-210-S99-1

+ Details

GOODWILL AND INTANGIBLE ASSETS

6 Months Ended

Jun. 30, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND INTANGIBLE ASSETS

Goodwill

As a result of the 2013 merger with BioSante Pharmaceuticals, Inc., the Company recorded goodwill of $1.8 million. As a result of the acquisition of WellSpring Pharma Services Inc. in 2018, the Company recorded goodwill of $1.7 million. From the acquisition of Novitium in 2021, the Company recorded goodwill of $24.6 million. As of June 30, 2024, the Company has two operating segments, which were also deemed the Company’s two reporting units, Generics, Established Brands, and Other reporting unit and the Rare Disease reporting unit. All of the goodwill is recorded in the Generics, Established Brands, and Other reporting unit.

Goodwill is reviewed for impairment at least annually, at October 31, or more frequently if a triggering event occurs between impairment testing dates. The Company’s impairment assessment begins with a qualitative assessment to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying value. Qualitative factors may include, macroeconomic conditions, industry and market considerations, cost factors, and other relevant entity and Company specific events. If, based on the qualitative test, the Company determines that it is “more likely than not” that the fair value of a reporting unit is less than its carrying value, then we evaluate goodwill for impairment by comparing the fair value of our reporting unit to its respective carrying value, including its goodwill. If it is determined that it is “not likely” that the fair value of the reporting unit is less than its carrying value, then no further testing is required. There have been no events or changes in circumstances that would have reduced the fair value of the Generics, Established Brands, and Other reporting unit below its carrying value during the three and six months ended June 30, 2024 and 2023, no impairment charges have been recognized.

Intangible Assets

The components of definite-lived intangible assets and indefinite-lived intangible assets, other than goodwill, are as follows:


	June 30, 2024						December 31, 2023						Remaining Weighted Average Amortization Period(1)
(in thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Definite-Lived Intangible Assets:
Acquired ANDAs intangible assets	$	209,780	$	(112,742)	$	97,038	$	209,780	$	(100,660)	$	109,120	4.8 years
NDAs and product rights	244,871		(196,451)		48,420		244,871		(184,861)		60,010		2.8 years
Marketing and distribution rights	17,157		(14,752)		2,405		17,157		(14,271)		2,886		2.5 years
Customer relationships	24,900		(9,485)		15,415		24,900		(7,707)		17,193		4.3 years
Total Definite-Lived Intangible Assets	496,708		(333,430)		163,278		496,708		(307,499)		189,209		4.1 years
Indefinite-Lived Intangible Assets:
In process research and development	19,800		—		19,800		19,800		—		19,800		Indefinite
Total Intangible Assets, net	$	516,508	$	(333,430)	$	183,078	$	516,508	$	(307,499)	$	209,009

(1)Weighted average amortization period as of June 30, 2024.

Definite-lived intangible assets arising from business combinations and other asset acquisitions include intangibles such as Abbreviated New Drug Applications (“ANDAs”), New Drug Applications (“NDAs”) and product rights, marketing and distribution rights, customer relationships, and non-compete agreements. Definite-lived intangible assets are amortized over the estimated period during which the asset is expected to contribute directly or indirectly to future cash flows. Definite-lived intangible assets are stated at cost, net of amortization, and generally amortized over their remaining estimated useful lives, ranging from seven to ten years, based on the straight-line amortization method. In the case of certain NDAs and product rights assets, an accelerated amortization method is used to better match the anticipated economic benefits expected to be provided. Definite-lived intangible assets are tested for impairment when events or changes in circumstances indicate that these asset might be impaired.

Amortization expense for definite-lived intangibles was $13.0 million and $12.8 million for the three months ended June 30, 2024 and 2023, respectively. Amortization expense for definite-lived intangibles was $25.9 million and $25.7 million for the six months ended June 30, 2024 and 2023, respectively.

No impairment losses were recognized in the three and six months ended June 30, 2024 and 2023.

Indefinite-lived intangible assets other than goodwill include primarily In-Process Research & Development (“IPR&D”) projects. IPR&D intangible assets represent the fair value of technology acquired in a business combination or asset acquisition for which the technology projects are incomplete but have substance or alternative future use. When an IPR&D project is completed (generally upon receipt of regulatory approval), then the IPR&D will be accounted for as a definite-lived intangible asset.

Indefinite-lived intangible assets are not amortized, and the Company tests for impairment of indefinite-lived intangible assets when events or circumstances indicate that the carrying value of the assets may not be recoverable, and the Company performs an asset impairment analysis annually, as of October 31. No impairment losses were recognized in the three and six months ended June 30, 2024 and 2023, respectively.

Expected future amortization expense for definite-lived intangible assets is as follows:


(in thousands)
2024 (remainder of the year)	$	24,896
2025	47,592
2026	34,107
2027	25,140
2028	18,359
2029 and thereafter	13,184
Total	$	163,278

FAIR VALUE DISCLOSURES - Narrative (Details) - USD ($)			6 Months Ended
FAIR VALUE DISCLOSURES - Narrative (Details) - USD ($)	Feb. 22, 2024	Dec. 12, 2023	Jun. 30, 2024	Jun. 30, 2023	Jun. 28, 2024	Jan. 24, 2024	Dec. 31, 2023
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Money market funds			$ 166,485,000				$ 191,841,000
Interest rate swap			$ 7,366,000				6,236,000
Achievement of milestones payment period			24 months
Payments on contingent consideration			$ 12,500,000	$ 0
Contingent consideration			11,900,000				24,000,000.0
CG Oncology
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Shares held (in shares)						219,925
Value of shares held			6,900,000
Closing price					$ 31.57
Novitium
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Additional contingent consideration			46,500,000
Payments on contingent consideration	$ 12,500,000	$ 12,500,000
Contingent consideration			$ 11,933,000				$ 23,984,000

SEGMENT REPORTING - Geographic (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Segment reporting
Total net revenues	$ 138,040	$ 116,547	$ 275,470	$ 223,333
Assets held for sale	0		0		$ 8,020
Total property and equipment, net	51,640		51,640		44,593
United States
Segment reporting
Total net revenues	138,040	116,547	275,470	222,768
Total property and equipment, net	49,887		49,887		43,163
Canada
Segment reporting
Total net revenues	0	$ 0	0	$ 565
Assets held for sale					8,000
India
Segment reporting
Total property and equipment, net	$ 1,753		$ 1,753		$ 1,430

- Definition

+ References

+ Details

Condensed Consolidated Statements of Comprehensive (Loss) Income - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Statement of Comprehensive Income [Abstract]
Net (Loss) Income	$ (2,287)	$ 6,245	$ 15,920	$ 7,684
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustment	(12)	(17)	(109)	90
(Loss) Gain on interest rate swap	(1,066)	2,612	(420)	1,469
Total other comprehensive (loss) income, net of tax	(1,078)	2,595	(529)	1,559
Total comprehensive (loss) income, net of tax	$ (3,365)	$ 8,840	$ 15,391	$ 9,243

- Definition

Amount after tax of increase (decrease) in equity from transactions and other events and circumstances from net income and other comprehensive income, attributable to parent entity. Excludes changes in equity resulting from investments by owners and distributions to owners.

+ References + Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

- Definition

Amount after tax and reclassification adjustments of other comprehensive income (loss).

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-SubTopic 10
-Topic 505
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-6

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481674/830-30-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 830
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 17
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481694/830-30-45-17

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
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-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(19))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1

Reference 6: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 220
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-Name Accounting Standards Codification
-Section 50
-Paragraph 4
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482765/220-10-50-4

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482765/220-10-50-5

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 830
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 20
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481694/830-30-45-20

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SX 210.5-03(21))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483621/220-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(23))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1B
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482790/220-10-45-1B

Reference 12: http://fasb.org/us-gaap/role/ref/legacyRef
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-Paragraph 15
-SubTopic 10
-Topic 220
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482739/220-10-55-15

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 1A
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482790/220-10-45-1A

+ Details

COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands			1 Months Ended			3 Months Ended		6 Months Ended		12 Months Ended
COMMITMENTS AND CONTINGENCIES (Details) $ in Thousands	Dec. 27, 2023 USD ($)	Dec. 03, 2020 plaintiff	Jan. 31, 2024 claim	Dec. 31, 2023 claim	Sep. 30, 2022 claim	Jun. 30, 2024 USD ($) product	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($) product	Jun. 30, 2023 USD ($)	Dec. 31, 2012 manufacturer	Mar. 04, 2024	Apr. 30, 2023
COMMITMENTS AND CONTINGENCIES
Lease term												5 years
Number of products marketed without approved NDAs or ANDAs \| product						4		4
Total net revenues						$ 138,040	$ 116,547	$ 275,470	$ 223,333
Payment for acquired intangible assets								0	4,329
Number of plaintiffs \| plaintiff		6
Number of potential manufacturers \| manufacturer										7
Royalty percentage											5.00%
Net sales percentage											5.00%
Number of complaints filed \| claim			1	200	2
Alvogen Inc \| Product Intellectual Property
COMMITMENTS AND CONTINGENCIES
Payment for acquired intangible assets	$ 2,000
Novitium
COMMITMENTS AND CONTINGENCIES
Number of complaints filed \| claim				28
Unapproved Products
COMMITMENTS AND CONTINGENCIES
Total net revenues						6,800	3,500	10,900	7,200
Unapproved Products \| Contract Customer
COMMITMENTS AND CONTINGENCIES
Total net revenues						$ 100	$ 500	$ 100	$ 1,100

GOODWILL AND INTANGIBLE ASSETS - Components (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Definite-Lived Intangible Assets:
Gross Carrying Amount	$ 496,708,000		$ 496,708,000		$ 496,708,000
Accumulated Amortization	(333,430,000)		(333,430,000)		(307,499,000)
Total	$ 163,278,000		$ 163,278,000		189,209,000
Remaining Weighted Average Amortization Period	4 years 1 month 6 days		4 years 1 month 6 days
Indefinite-Lived Intangible Assets:
Total Intangible Assets, Gross	$ 516,508,000		$ 516,508,000		516,508,000
Total Intangible Assets, Net	183,078,000		183,078,000		209,009,000
Amortization of intangible assets	13,000,000.0	$ 12,800,000	25,900,000	$ 25,700,000
Impairment	0	0	0	0
Impairment of indefinite lived intangible assets	$ 0	$ 0	$ 0	$ 0
Minimum
Indefinite-Lived Intangible Assets:
Remaining estimated useful lives	7 years		7 years
Maximum
Indefinite-Lived Intangible Assets:
Remaining estimated useful lives	10 years		10 years
In process research and development
Indefinite-Lived Intangible Assets:
Gross Carrying Amount	$ 19,800,000		$ 19,800,000		19,800,000
Acquired ANDAs intangible assets
Definite-Lived Intangible Assets:
Gross Carrying Amount	209,780,000		209,780,000		209,780,000
Accumulated Amortization	(112,742,000)		(112,742,000)		(100,660,000)
Total	$ 97,038,000		$ 97,038,000		109,120,000
Remaining Weighted Average Amortization Period	4 years 9 months 18 days		4 years 9 months 18 days
NDAs and product rights
Definite-Lived Intangible Assets:
Gross Carrying Amount	$ 244,871,000		$ 244,871,000		244,871,000
Accumulated Amortization	(196,451,000)		(196,451,000)		(184,861,000)
Total	$ 48,420,000		$ 48,420,000		60,010,000
Remaining Weighted Average Amortization Period	2 years 9 months 18 days		2 years 9 months 18 days
Marketing and distribution rights
Definite-Lived Intangible Assets:
Gross Carrying Amount	$ 17,157,000		$ 17,157,000		17,157,000
Accumulated Amortization	(14,752,000)		(14,752,000)		(14,271,000)
Total	$ 2,405,000		$ 2,405,000		2,886,000
Remaining Weighted Average Amortization Period	2 years 6 months		2 years 6 months
Customer relationships
Definite-Lived Intangible Assets:
Gross Carrying Amount	$ 24,900,000		$ 24,900,000		24,900,000
Accumulated Amortization	(9,485,000)		(9,485,000)		(7,707,000)
Total	$ 15,415,000		$ 15,415,000		$ 17,193,000
Remaining Weighted Average Amortization Period	4 years 3 months 18 days		4 years 3 months 18 days

STOCK-BASED COMPENSATION - Expense (Details) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
	Jul. 12, 2024	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
2016 Employee Stock Purchase Plan
Share-based Compensation
Stock-based compensation shares available		100,000		100,000
Discount from market price (as a percent)				15.00%
Allocated share-based compensation expense		$ 179	$ 100	$ 359	$ 192
2016 Employee Stock Purchase Plan \| Selling, general, and administrative
Share-based Compensation
Allocated share-based compensation expense		137	70	276	143
2016 Employee Stock Purchase Plan \| Cost of sales
Share-based Compensation
Allocated share-based compensation expense		30	18	60	30
2016 Employee Stock Purchase Plan \| Research and development
Share-based Compensation
Allocated share-based compensation expense		$ 12	12	$ 23	19
2022 Plan
Share-based Compensation
Stock-based compensation shares available		2,000,000.0		2,000,000.0
Allocated share-based compensation expense		$ 7,685	5,149	$ 14,439	9,395
2022 Plan \| Selling, general, and administrative
Share-based Compensation
Allocated share-based compensation expense		7,069	4,766	532	309
2022 Plan \| Cost of sales
Share-based Compensation
Allocated share-based compensation expense		282	170	13,301	8,673
2022 Plan \| Research and development
Share-based Compensation
Allocated share-based compensation expense		$ 334	$ 213	$ 606	$ 413
2022 Plan \| Subsequent Event
Share-based Compensation
Stock-based compensation additional shares authorized	1,610,000

RESTRUCTURING (Details) $ in Millions		3 Months Ended		6 Months Ended
RESTRUCTURING (Details) $ in Millions	Mar. 28, 2024 USD ($)	Jun. 30, 2024 USD ($) facility	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($) facility	Jun. 30, 2023 USD ($)	Feb. 16, 2024 USD ($)	Feb. 16, 2024 CAD ($)	Dec. 31, 2023 USD ($)
Restructuring
Number of pharmaceutical manufacturing facilities \| facility		3		3
Restructuring activity expense		$ 0	$ 2,000	$ 0	$ 1,132,000
Assets held for sale		0		0				$ 8,020,000
Disposal Group, Held-for-Sale, Not Discontinued Operations \| Oakville, Ontario Former Manufacturing Facility
Restructuring
Consideration	$ 13,500,000					$ 14,200,000	$ 19.2
Payment of commissions, taxes and other related costs	700,000
Gain on sale of property	$ 5,300,000
Oakville, Ontario, Canada
Restructuring
Restructuring activity expense		0	$ 0	0	1,100,000
Restructuring accrual		$ 0		$ 0
Assets held for sale								$ 8,000,000.0
Oakville, Ontario, Canada \| Employee Severance
Restructuring
Restructuring activity expense					200,000
Oakville, Ontario, Canada \| Facility Closing
Restructuring
Restructuring activity expense					700,000
Oakville, Ontario, Canada \| Other Restructuring
Restructuring
Restructuring activity expense					$ 200,000

MEZZANINE AND STOCKHOLDERS' EQUITY (Details) $ / shares in Units, $ in Millions	Nov. 19, 2021 USD ($) tradingDay $ / shares shares	Mar. 08, 2021 USD ($) $ / shares shares	Jun. 30, 2024 vote $ / shares shares	Mar. 31, 2024 shares	Dec. 31, 2023 $ / shares shares	Jun. 30, 2023 shares	Mar. 31, 2023 shares	Dec. 31, 2022 shares
Temporary Equity [Line Items]
Preferred Stock, shares authorized			1,666,667		1,666,667
Preferred Stock, par value (in dollars per share) \| $ / shares			$ 0.0001		$ 0.0001
Common Stock
Temporary Equity [Line Items]
Common Stock, shares authorized			33,333,334		33,333,334
Common Stock, par value (in dollars per share) \| $ / shares			$ 0.0001		$ 0.0001
Common Stock, shares issued			21,476,115		20,730,896
Common Stock, shares outstanding			21,063,528		20,466,953
Convertible Preferred Stock
Temporary Equity [Line Items]
Convertible preferred stock outstanding (shares)			25,000	25,000	25,000	25,000	25,000	25,000
PIPE Shares \| Convertible Preferred Stock
Temporary Equity [Line Items]
Temporary stock issued (in shares)	25,000	25,000
Temporary stock issued (in dollars per share) \| $ / shares	$ 1,000	$ 1,000
Temporary stock issued, value \| $	$ 25.0	$ 25.0
Shares accrue dividends rate	6.50%
Shares conversion price (in dollars per share) \| $ / shares	$ 41.47
Minimum conversion period	2 years
Threshold number of trading days \| tradingDay	20
Number of consecutive trading days \| tradingDay	30
Maximum percentage of conversion price	170.00%
Convertible, shares issuable			602,901
Class C Special Stock
Temporary Equity [Line Items]
Common Stock, shares authorized			800,000
Common Stock, par value (in dollars per share) \| $ / shares			$ 0.0001
Common Stock, shares issued			11,000		11,000
Common Stock, shares outstanding			11,000		11,000
Vote per share \| vote			1
Exchange per share			1
Common Stock, conversion price (in dollars per share) \| $ / shares			$ 90.00
Common Stock
Temporary Equity [Line Items]
Common Stock, shares authorized			33,300,000
Common Stock, par value (in dollars per share) \| $ / shares			$ 0.0001
Common Stock, shares outstanding			21,476,000	21,373,000	20,731,000	20,536,000	18,226,000	17,644,000

SEGMENT REPORTING - Revenue (Details) $ in Thousands		3 Months Ended		6 Months Ended
SEGMENT REPORTING - Revenue (Details) $ in Thousands	Mar. 28, 2024 USD ($)	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($) segment	Jun. 30, 2023 USD ($)
Segment reporting
Number of operating segments \| segment				2
Total net revenues		$ 138,040	$ 116,547	$ 275,470	$ 223,333
Depreciation and amortization		14,697	14,690	29,383	29,390
Corporate and other unallocated expenses		52,821	38,760	100,842	75,228
Operating Income		5,169	12,402	25,481	22,297
Unrealized (loss) gain on investment in equity securities		(2,712)	0	6,943	0
Interest expense, net		(4,656)	(7,100)	(9,256)	(14,796)
Other expense, net		(88)	(53)	(120)	(87)
(Loss) Income Before Income Tax Expense (Benefit)		(2,287)	5,249	23,048	7,414
Disposal Group, Held-for-Sale, Not Discontinued Operations \| Oakville, Ontario Former Manufacturing Facility
Segment reporting
Gain on sale of property	$ 5,300
Operating Segments \| Generics, Established Brands, and Other
Segment reporting
Total net revenues		88,847	92,243	189,340	182,699
EBITDA		31,631	39,937	76,937	78,765
Operating Segments \| Rare Disease
Segment reporting
Total net revenues		49,193	24,304	86,130	40,634
EBITDA		4,344	4,215	4,740	2,964
Corporate, Non-Segment
Segment reporting
Depreciation and amortization		(14,697)	(14,690)	(29,383)	(29,390)
Corporate and other unallocated expenses		(16,109)	(17,060)	(26,813)	(30,042)
Operating Income		5,169	12,402	25,481	22,297
Unrealized (loss) gain on investment in equity securities		(2,712)	0	6,943	0
Interest expense, net		(4,656)	(7,100)	(9,256)	(14,796)
Other expense, net		$ (88)	$ (53)	$ (120)	$ (87)

REVENUE RECOGNITION AND RELATED ALLOWANCES - Allowances (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Accruals for Chargebacks, Returns, and Other Allowances
Beginning balance	$ 97,262
Ending balance	102,784
Chargebacks
Accruals for Chargebacks, Returns, and Other Allowances
Beginning balance	84,208	$ 148,562
Accruals/Adjustments	267,779	290,826
Credits Taken Against Reserve	(262,541)	(362,253)
Ending balance	89,446	77,135
Government Rebates
Accruals for Chargebacks, Returns, and Other Allowances
Beginning balance	12,168	10,872
Accruals/Adjustments	13,324	11,100
Credits Taken Against Reserve	(13,168)	(10,001)
Ending balance	12,324	11,971
Returns
Accruals for Chargebacks, Returns, and Other Allowances
Beginning balance	29,678	33,399
Accruals/Adjustments	21,895	5,995
Credits Taken Against Reserve	(17,676)	(9,596)
Ending balance	33,897	29,798
Administrative Fees and Other Rebates
Accruals for Chargebacks, Returns, and Other Allowances
Beginning balance	11,412	9,442
Accruals/Adjustments	29,970	25,606
Credits Taken Against Reserve	(29,656)	(25,177)
Ending balance	11,726	9,871
Prompt Payment Discounts
Accruals for Chargebacks, Returns, and Other Allowances
Beginning balance	4,865	6,488
Accruals/Adjustments	11,422	11,028
Credits Taken Against Reserve	(11,243)	(12,653)
Ending balance	$ 5,044	$ 4,863

EARNINGS PER SHARE

6 Months Ended

Jun. 30, 2024

Earnings Per Share [Abstract]

EARNINGS PER SHARE

Basic earnings per share is computed by dividing net income available to common stockholders by the weighted-average number of shares of common stock outstanding during the period.

For periods of net income, and when the effects are not anti-dilutive, diluted earnings per share is calculated by dividing net income available to common stockholders by the weighted-average number of shares outstanding plus the impact of all potential dilutive common shares, consisting primarily of common stock options, shares to be purchased under the 2016 Employee Stock Purchase Plan (“ESPP”), and performance stock units, using the more dilutive of the treasury stock or the two-class method. For periods of net loss, diluted loss per share is calculated similarly to basic loss per share.

Unvested restricted shares and Series A convertible preferred stock shares contain non-forfeitable rights to dividends, and therefore are considered to be participating securities; in periods of net income, the calculation of basic and diluted earnings (loss) per share excludes from the numerator net income (but not net loss) attributable to the unvested restricted shares and the common shares assumed converted from the preferred shares and excludes the impact of those shares from the denominator. The Company’s participating securities do not have a contractual obligation to share in the Company’s losses. As such, the net loss was attributed entirely to common stockholders. As the Company has reported a net loss for the three months ended June 30, 2024, diluted net loss per share attributable to common shareholders is the same as basic net loss per share attributable to common shareholders for this period.

Earnings per share for the three and six months ended June 30, 2024 and 2023 are calculated for basic and diluted earnings per share as follows:


	Basic				Diluted				Basic				Diluted
(in thousands, except per share amounts)	Three Months Ended June 30,				Three Months Ended June 30,				Six Months Ended June 30,				Six Months Ended June 30,
	2024		2023		2024		2023		2024		2023		2024		2023
Net (loss) income available to common shareholders	$	(2,694)	$	5,838	$	(2,694)	$	5,838	$	15,107	$	6,871	$	15,107	$	6,871
Earnings allocated to participating securities	—		(589)		—		(589)		(1,499)		(716)		(1,474)		(716)
Net (loss) income available to common shareholders	$	(2,694)	$	5,249	$	(2,694)	$	5,249	$	13,608	$	6,155	$	13,633	$	6,155
Basic Weighted-Average Shares Outstanding	19,321		17,688		19,321		17,688		19,210		17,044		19,210		17,044
Dilutive effect of common stock options, ESPP, and performance stock units					—		167						351		133
Diluted Weighted-Average Shares Outstanding					19,321		17,855						19,561		17,177

(Loss) earnings per share	$	(0.14)	$	0.30	$	(0.14)	$	0.29	$	0.71	$	0.36	$	0.70	$	0.36

The number of shares of potentially dilutive securities excluded from the computation of diluted net loss per share attributable to common stockholders was 2.8 million for the three months ended June 30, 2024 because including them would have been anti-dilutive.

The number of anti-dilutive shares, which have been excluded from the computation of diluted earnings per share, was 2.3 million for the six months ended June 30, 2024.

The number of anti-dilutive shares, which have been excluded from the computation of diluted earnings per share, was 2.5 million for the three and six months ended June 30, 2023.

FAIR VALUE DISCLOSURES - Level 3 (Details) $ in Thousands	3 Months Ended		6 Months Ended
FAIR VALUE DISCLOSURES - Level 3 (Details) $ in Thousands	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2024 USD ($)	Jun. 30, 2023 USD ($)
Changes in contingent consideration
Level 3 liability, beginning balance	$ 11,574	$ 36,019	$ 23,984	$ 35,058
Payment of Gross-Profit earn-out	0	0	(12,500)	0
Change in fair value	$ 359	$ 1,035	$ 449	$ 1,996
Fair Value, Liability, Recurring Basis, Unobservable Input Reconciliation, Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Contingent consideration fair value adjustment	Contingent consideration fair value adjustment	Contingent consideration fair value adjustment	Contingent consideration fair value adjustment
Level 3 liability, ending balance	$ 11,933	$ 37,054	$ 11,933	$ 37,054
Discount rate \| Probability-weighted discounted cash flow \| Profit-based milestone payments
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Unobservable inputs	0.13		0.13

STOCK-BASED COMPENSATION - Information (Details)	6 Months Ended
STOCK-BASED COMPENSATION - Information (Details)	Jun. 30, 2024 installment
Options
Share-based Compensation
Number of annual installments	4
Options \| Employees and Consultants
Share-based Compensation
Vesting period	4 years
Award expiration period	10 years
Options \| Non Employee Director
Share-based Compensation
Award expiration period	10 years
Options \| Non Employee Director \| Minimum
Share-based Compensation
Vesting period	1 year
Options \| Non Employee Director \| Maximum
Share-based Compensation
Vesting period	4 years
RSAs \| Employees and Consultants
Share-based Compensation
Vesting period	4 years
RSAs \| Non Employee Director
Share-based Compensation
Vesting period	1 year

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Current Assets
Cash and cash equivalents	$ 240,110	$ 221,121
Accounts receivable, net of $102,784 and $97,262 of adjustments for chargebacks and other allowances at June 30, 2024 and December 31, 2023, respectively	166,091	162,079
Inventories	125,448	111,196
Prepaid income taxes	2,867	0
Assets held for sale	0	8,020
Prepaid expenses and other current assets	14,001	17,400
Investment in equity securities	6,943	0
Total Current Assets	555,460	519,816
Non-current Assets
Property and equipment, net	51,640	44,593
Deferred tax assets, net of deferred tax liabilities and valuation allowance	89,506	90,711
Intangible assets, net	183,078	209,009
Goodwill	28,221	28,221
Derivatives and other non-current assets	12,848	12,072
Total Assets	920,753	904,422
Current Liabilities
Current debt, net of deferred financing costs	850	850
Accounts payable	48,681	36,683
Accrued royalties	20,357	16,276
Accrued compensation and related expenses	16,111	23,786
Accrued government rebates	12,324	12,168
Income taxes payable	0	8,164
Returned goods reserve	33,897	29,678
Current contingent consideration	841	12,266
Accrued expenses and other	6,917	5,606
Total Current Liabilities	139,978	145,477
Non-current Liabilities
Non-current debt, net of deferred financing costs and current component	284,394	284,819
Non-current contingent consideration	11,092	11,718
Other non-current liabilities	4,679	4,809
Total Liabilities	440,143	446,823
Commitments and Contingencies (Note 13)
Mezzanine Equity
Convertible Preferred Stock, Series A, $0.0001 par value, 1,666,667 shares authorized; 25,000 shares issued and outstanding at June 30, 2024 and December 31, 2023	24,850	24,850
Stockholders’ Equity
Common Stock, $0.0001 par value, 33,333,334 shares authorized; 21,476,115 shares issued and 21,063,528 outstanding at June 30, 2024; 20,730,896 shares issued and 20,466,953 shares outstanding at December 31, 2023	2	2
Class C Special Stock, $0.0001 par value, 781,281 shares authorized; 10,864 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively	0	0
Preferred Stock, $0.0001 par value, 1,666,667 shares authorized; 0 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively	0	0
Treasury stock, 412,587 shares of common stock, at cost, at June 30, 2024 and 263,943 shares of common stock, at cost, at December 31, 2023	(20,042)	(10,081)
Additional paid-in capital	532,497	514,103
Accumulated deficit	(65,025)	(80,132)
Accumulated other comprehensive income, net of tax	8,328	8,857
Total Stockholders’ Equity	455,760	432,749
Total Liabilities, Mezzanine Equity, and Stockholders’ Equity	$ 920,753	$ 904,422

INVENTORIES

6 Months Ended

Jun. 30, 2024

Inventory Disclosure [Abstract]

INVENTORIES

Inventories consist of the following as of:


(in thousands)	June 30, 2024		December 31, 2023
Raw materials	$	62,584	$	62,237
Packaging materials	10,434		9,617
Work-in-progress	4,775		3,144
Finished goods	47,655		36,198
Inventories	$	125,448	$	111,196

Vendor Concentration

Raw materials are sourced for products, including active pharmaceutical ingredients (“API”), from both domestic and international suppliers. Generally, only a single source of API is qualified for use in each product due to the cost and time required to validate a second source of supply. As a result, the Company is dependent upon our current vendors to reliably supply the API required for on-going product manufacturing. During the three and six months ended June 30, 2024, approximately 27% and 24%, respectively, of our raw material purchases were from one supplier. During the three and six months ended June 30, 2023, no single vendor represented more than 10% of our raw material inventory purchases.

INVENTORIES - Concentration (Details)	3 Months Ended	6 Months Ended
INVENTORIES - Concentration (Details)	Jun. 30, 2024	Jun. 30, 2024
Supplier Concentration Risk \| Cost of Goods and Service Benchmark \| One Supplier
Inventory [Line Items]
Concentration risk, percentage	27.00%	24.00%

GOODWILL AND INTANGIBLE ASSETS - Goodwill (Details) $ in Millions	6 Months Ended	12 Months Ended
	Jun. 30, 2024 segment	Dec. 31, 2021 USD ($)	Dec. 31, 2018 USD ($)	Dec. 31, 2013 USD ($)
Goodwill [Line Items]
Number of operating segments \| segment	2
Number of reporting units \| segment	2
BioSante Pharmaceuticals
Goodwill [Line Items]
Acquisition of goodwill				$ 1.8
WellSpring
Goodwill [Line Items]
Acquisition of goodwill			$ 1.7
Novitium
Goodwill [Line Items]
Acquisition of goodwill		$ 24.6

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 350
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 24
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482548/350-20-55-24

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Paragraph 2
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482573/350-20-50-1A

+ Details

STOCK-BASED COMPENSATION - Option activity (Details) - Options - shares shares in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Option Shares
Outstanding at the beginning of the period (in shares)	689	907
Granted (in shares)	0	3
Exercised (in shares)	(54)	(26)
Forfeited (in shares)	0	(24)
Outstanding at the end of the period (in shares)	635	860

INDEBTEDNESS

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

INDEBTEDNESS

Credit Facility

On November 19, 2021, the Company completed its acquisition of Novitium pursuant to the terms of the Agreement and Plan of Merger, dated as of March 8, 2021 (the “Novitium Merger Agreement”), by and among the Company, Novitium, Nile Merger Sub LLC, a Delaware limited liability company, and certain other parties, with Novitium becoming a wholly owned subsidiary of the Company.

On November 19, 2021, the Company, as borrower, entered into a credit agreement (the “Credit Agreement”) with Truist Bank and other lenders, which provides for credit facilities consisting of (i) a senior secured term loan facility in an aggregate principal amount of $300.0 million (the “Term Facility”) and (ii) a senior secured revolving credit facility in an aggregate commitment amount of $40.0 million, which may be used for revolving credit loans, swingline loans and letters of credit (the “Revolving Facility,” and together with the Term Facility, the “Credit Facility”). The Term Facility proceeds were used to finance the cash portion of the consideration under the Novitium Merger Agreement, repay the existing credit facility, and pay fees, costs and expenses incurred in connection with the merger. The Term Facility matures in November 2027 and the Revolving Facility in November 2026. The Credit Facility has a subjective acceleration clause in case of a material adverse effect.

In July 2023, the Company amended its Credit Agreement to transition from London Interbank Offered Rate (“LIBOR”) to the Secured Overnight Finaning Rate (“SOFR”) due to the cessation of LIBOR pursuant to the terms of Amendment No.1 to the Credit Agreement (“Amendment No. 1”). SOFR was applied to the Credit Facility for the interest period (as defined in the Credit Agreement) beginning on August 1, 2023 and replaced all LIBOR terms.

The Credit Facility permits both base rate borrowings (“ABR Loans”) and Eurodollar rate borrowings (“Eurodollar Loans”), plus a spread as defined in the Credit Facility. As of June 30, 2024, we had not drawn on the Revolving Facility and $40.0 million remained available for borrowing subject to certain conditions.

The interest rate under the Term Facility was 11.44% at June 30, 2024.

The Company incurred $14.0 million in deferred debt issuance costs associated with the Credit Facility. Costs allocated to the Term Facility are classified as a direct reduction to the current and non-current portion of the borrowings, depending on their nature. Costs allocated to the Revolving Facility are classified as other current and other non-current assets, depending on their nature. A commitment fee of 0.5% per annum is assessed on any unused portion of the Revolving Facility.

The Credit Facility is secured by a lien on substantially all of ANI Pharmaceuticals, Inc.’s and its principal domestic subsidiary’s assets and any future domestic subsidiary guarantors’ assets. The Credit Facility is subject to customary financial and nonfinancial covenants.

The carrying value of the current and non-current components of the Term Facility as of June 30, 2024 and December 31, 2023 are:


	Current
(in thousands)	June 30, 2024		December 31, 2023
Current borrowing on debt	$	3,000	$	3,000
Deferred financing costs	(2,150)		(2,150)
Current debt, net of deferred financing costs	$	850	$	850


	Non-Current
(in thousands)	June 30, 2024		December 31, 2023
Non-current borrowing on debt	$	289,500	$	291,000
Deferred financing costs	(5,106)		(6,181)
Non-current debt, net of deferred financing costs and current component	$	284,394	$	284,819

As of June 30, 2024, outstanding principal was $292.5 million on the Term Facility. Of the $0.6 million of unamortized deferred debt issuance costs allocated to the Revolving Facility, $0.3 million is included in other non-current assets in the unaudited interim condensed consolidated balance sheets, and $0.3 million is included in prepaid expenses and other current assets in the unaudited interim condensed consolidated balance sheets.

The contractual maturity of the Term Facility is as follows for the period ending:


(in thousands)	Term Facility
2024 (remainder of the year)	$	1,500
2025	3,000
2026	3,000
2027	285,000
Total	$	292,500


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2024		2023		2024		2023
Contractual coupon	$	6,848	$	7,620	$	13,761	$	14,970
Amortization of finance fees	591		591		1,182		1,182
Capitalized interest	(151)		(277)		(263)		(298)
	$	7,288	$	7,934	$	14,680	$	15,854

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Label	Element	Value
Restricted Cash, Current	us-gaap_RestrictedCashCurrent	$ 0
Restricted Cash, Current	us-gaap_RestrictedCashCurrent	$ 5,006,000

MEZZANINE AND STOCKHOLDERS' EQUITY	6 Months Ended
MEZZANINE AND STOCKHOLDERS' EQUITY	Jun. 30, 2024
Stockholders' Equity Note [Abstract]
MEZZANINE AND STOCKHOLDERS' EQUITY	MEZZANINE AND STOCKHOLDERS’ EQUITY Stockholders’ Equity Authorized shares The Company is authorized to issue up to 33.3 million shares of common stock with a par value of $0.0001 per share, 0.8 million shares of class C special stock with a par value of $0.0001 per share, and 1.7 million shares of undesignated preferred stock with a par value of $0.0001 per share at June 30, 2024. There were 21.5 million and 21.1 million shares of common stock issued and outstanding as of June 30, 2024, respectively, and 20.7 million and 20.5 million shares of common stock issued and outstanding as of December 31, 2023, respectively. Class C Special Stock There were 11 thousand shares of class C special stock issued and outstanding as of June 30, 2024 and December 31, 2023. Each share of class C special stock entitles its holder to one vote per share. Each share of class C special stock is exchangeable, at the option of the holder, for one share of common stock, at an exchange price of $90.00 per share, subject to adjustment upon certain capitalization events. Holders of class C special stock are not entitled to receive dividends or to participate in the distribution of our assets upon liquidation, dissolution, or winding-up the Company. The holders of class C special stock have no cumulative voting, preemptive, subscription, redemption, or sinking fund rights. Mezzanine Equity PIPE Shares Concurrently with the execution of the Novitium Merger Agreement, and as financing for a portion of the acquisition, on March 8, 2021, the Company entered into an Equity Commitment and Investment Agreement with Ampersand 2020 Limited Partnership (the “PIPE Investor”), pursuant to which the PIPE Investor purchased 25,000 shares of Series A Convertible Preferred Stock (the “PIPE Shares”), for a purchase price of $1,000 per share and an aggregate purchase price of $25.0 million on November 19, 2021. The PIPE Shares are classified as mezzanine equity because the shares are mandatorily redeemable for cash upon a change in control, an event that is not solely within the Company’s control. The PIPE Shares accrue dividends at 6.50% per year on a cumulative basis, payable in cash or in-kind, and will also participate, on a pro-rata basis, in any dividends that may be declared with respect to our common stock. The PIPE Shares are convertible into common shares at the conversion price of $41.47 (i) beginning two years after their issuance date, at the election of ANI (in which case the PIPE Investor must convert all of the PIPE Shares), if the volume-weighted average price of the common stock for any 20 trading days out of 30 consecutive trading days exceeds 170% of the conversion price, and (ii) at any time after issuance, at the election of the PIPE Investor. As of June 30, 2024, the PIPE shares are currently convertible into a maximum of 602,901 shares of common stock. In case of a liquidation event, the holder of the PIPE Shares will be entitled to receive, in preference to holders of the Company’s common stock, the greater of (i) the PIPE Shares’ purchase price plus any accrued and unpaid dividends thereon and (ii) the amount the holder of the PIPE Shares would have received in the liquidation event if it had converted its PIPE Shares into common stock. The PIPE Shares will have voting rights, voting as one series with the holders of common stock, on as-converted basis, and will have separate voting rights on any (i) amendment to the Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (the “Certificate”) that adversely amends and relates solely to the terms of the PIPE Shares and (ii) issuance of additional Series A convertible preferred stock. In case of a change of control, the PIPE Shares will be redeemed at the greater of (i) the PIPE Shares’ purchase price plus any accrued and unpaid dividends thereon and (ii) the change of control transaction consideration that the PIPE Investor would have received if it had converted into shares of common stock. There were 25,000 shares of Series A convertible preferred stock outstanding as of June 30, 2024.

- Definition

The entire disclosure for equity.

+ References

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+ Details