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Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2019	May 01, 2019
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2019
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q1
Entity Registrant Name	ANI PHARMACEUTICALS INC
Entity Central Index Key	0001023024
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Trading Symbol	ANIP
Entity Emerging Growth Company	false
Entity Small Business	false
Class C Special Stock [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		10,864
Common Stock [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		12,036,857

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Current Assets
Cash and cash equivalents	$ 38,233	$ 43,008
Accounts receivable, net of $48,849 and $47,705 of adjustments for chargebacks and other allowances at March 31, 2019 and December 31, 2018, respectively	67,410	64,842
Inventories, net	42,032	40,503
Prepaid expenses and other current assets	4,157	4,524
Total Current Assets	151,832	152,877
Property and equipment, net	38,425	38,090
Restricted cash	5,008	5,021
Deferred tax assets, net of deferred tax liabilities and valuation allowance	28,542	27,964
Intangible assets, net	205,100	201,604
Goodwill	3,580	3,580
Other non-current assets	1,903	1,468
Total Assets	434,390	430,604
Current Liabilities
Current component of non-current borrowing, net of deferred financing costs	3,243	3,256
Convertible notes, net of discount and deferred financing costs	114,150	112,463
Accounts payable	10,519	8,884
Accrued expenses and other	3,074	1,707
Accrued royalties	5,440	8,456
Accrued compensation and related expenses	2,454	3,524
Current income taxes payable, net	3,453	5,022
Accrued government rebates	8,552	8,974
Returned goods reserve	13,559	12,552
Deferred revenue	624	711
Total Current Liabilities	165,068	165,549
Non-current Liabilities
Non-current borrowing, net of deferred financing costs and current borrowing component	66,501	67,296
Other non-current liabilities	3,109	496
Total Liabilities	234,678	233,341
Commitments and Contingencies (Note 12)
Stockholders' Equity
Common Stock, $0.0001 par value, 33,333,334 shares authorized; 12,024,282 shares issued and 12,022,282 outstanding at March 31, 2019; 11,862,508 shares issued and 11,851,329 shares outstanding at December 31, 2018	1	1
Class C Special Stock, $0.0001 par value, 781,281 shares authorized; 10,864 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively	0	0
Preferred Stock, $0.0001 par value, 1,666,667 shares authorized; 0 shares issued and outstanding at March 31, 2019 and December 31, 2018, respectively	0	0
Treasury stock, 2,000 shares of common stock, at cost, at March 31, 2019 and 11,179 shares of common stock, at cost, at December 31, 2018	0	(659)
Additional paid-in capital	189,971	186,812
Retained earnings	11,939	11,488
Accumulated other comprehensive loss, net of tax	(2,199)	(379)
Total Stockholders' Equity	199,712	197,263
Total Liabilities and Stockholders' Equity	$ 434,390	$ 430,604

Condensed Consolidated Balance Sheets [Parenthetical] - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Adjustments for chargebacks and other allowances	$ 48,849	$ 47,705
Preferred Stock, Par or Stated Value Per Share (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, Common, Shares	2,000	11,179
Common Stock [Member]
Common Stock, Par Value (in dollars per share)	$ 0.0001	$ 0.0001
Common Stock, Authorized Shares	33,333,334	33,333,334
Common Stock, Issued Shares	12,024,282	11,862,508
Common Stock, Outstanding Shares	12,022,282	11,851,329
Class C Special Stock [Member]
Common Stock, Par Value (in dollars per share)	$ 0.0001	$ 0.0001
Common Stock, Authorized Shares	781,281	781,281
Common Stock, Issued Shares	10,864	10,864
Common Stock, Outstanding Shares	10,864	10,864

Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Net Revenues	$ 52,887	$ 46,483
Operating Expenses:
Cost of sales (excluding depreciation and amortization)	14,725	20,693
Research and development	4,373	2,102
Selling, general, and administrative	13,284	8,956
Depreciation and amortization	16,103	8,195
Total Operating Expenses	48,485	39,946
Operating Income	4,402	6,537
Other Expense, net
Interest expense, net	(3,354)	(3,634)
Other expense, net	(130)	(61)
Income Before Provision for Income Taxes	918	2,842
Provision for income taxes	(469)	(592)
Net Income/(Loss)	$ 449	$ 2,250
Basic and Diluted Earnings Per Share:
Basic Earnings Per Share	$ 0.04	$ 0.19
Diluted Earnings Per Share	$ 0.04	$ 0.19
Basic Weighted-Average Shares Outstanding	11,747	11,589
Diluted Weighted-Average Shares Outstanding	11,823	11,706

Condensed Consolidated Statements of Comprehensive (Loss)/Income - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Net income	$ 449	$ 2,250
Other comprehensive (loss)/income, net of tax:
Change in fair value of interest rate swap, net of tax	(1,820)	0
Total other comprehensive loss, net of tax	(1,820)	0
Total comprehensive (loss)/income, net of tax	$ (1,371)	$ 2,250

- Definition

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

+ References + Details

Condensed Consolidated Statements of Changes in Stockholders' Equity - USD ($) $ in Thousands	Total	Common Stock [Member]	Class C Special Stock [Member]	Additional Paid-in Capital [Member]	Treasury Stock [Member]	Accumulated Other Comprehensive Loss, Net of Tax [Member]	(Accumulated Deficit)/Retained Earnings [Member]
Balance at Dec. 31, 2017	$ 174,756	$ 1	$ 0	$ 179,020	$ (259)	$ 0	$ (4,006)
Balance (in shares) at Dec. 31, 2017		11,656			5
Stock-based Compensation Expense	1,377	$ 0	0	1,377	$ 0	0	0
Changes in Treasury Stock Related to Stock-based Compensation Arrangements	(250)	$ 0	0	0	$ (250)	0	0
Changes in Treasury Stock Related to Stock-based Compensation Arrangements (in shares)		0			4
Issuance of Common Shares upon Stock Option and ESPP Exercise	1,511	$ 0	0	1,252	$ 259	0	0
Issuance of Common Shares upon Stock Option and ESPP Exercise (in shares)		74			(5)
Change in fair value of interest rate swap, net of tax	0
Net Income	2,250	$ 0	0	0	$ 0	0	2,250
Balance at Mar. 31, 2018	179,644	$ 1	0	181,649	$ (250)	0	(1,756)
Balance (in shares) at Mar. 31, 2018		11,730			4
Balance at Dec. 31, 2018	197,263	$ 1	0	186,812	$ (659)	(379)	11,488
Balance (in shares) at Dec. 31, 2018		11,863			11
Cumulative-effect of change in accounting principle	2						2
Stock-based Compensation Expense	1,710	$ 0	0	1,710	$ 0	0	0
Changes in Treasury Stock Related to Stock-based Compensation Arrangements	(308)	$ 0	0	0	$ (308)	0	0
Changes in Treasury Stock Related to Stock-based Compensation Arrangements (in shares)		0			6
Issuance of Common Shares upon Stock Option and ESPP Exercise	2,416	$ 0	0	2,416	$ 0	0	0
Issuance of Common Shares upon Stock Option and ESPP Exercise (in shares)		55			0
Issuance of Restricted Stock Awards	0	$ 0	0	(967)	$ 967	0	0
Issuance of Restricted Stock Awards (in shares)		106			(15)
Change in fair value of interest rate swap, net of tax	(1,820)	$ 0	0	0	$ 0	(1,820)	0
Net Income	449	0	0	0	0	0	449
Balance at Mar. 31, 2019	$ 199,712	$ 1	$ 0	$ 189,971	$ 0	$ (2,199)	$ 11,939
Balance (in shares) at Mar. 31, 2019		12,024			2

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Cash Flows From Operating Activities
Net income	$ 449	$ 2,250
Adjustments to reconcile net loss to net cash and cash equivalents provided by operating activities:
Stock-based compensation	1,710	1,377
Deferred taxes	(165)	(496)
Depreciation and amortization	16,103	8,195
Non-cash interest relating to convertible notes and loan cost amortization	1,873	2,107
Changes in operating assets and liabilities:
Accounts receivable, net	(2,568)	3,987
Inventories, net	(1,529)	3,433
Prepaid expenses and other current assets	358	530
Accounts payable	2,005	1,705
Accrued royalties	(3,016)	(803)
Current income taxes, net	(1,569)	1,100
Accrued government rebates	(422)	(1,459)
Returned goods reserve	1,007	746
Accrued expenses, accrued compensation, and other	55	258
Net Cash and Cash Equivalents Provided by Operating Activities	14,291	22,930
Cash Flows From Investing Activities
Acquisition of product rights and other related assets	(18,510)	0
Acquisition of property and equipment, net	(1,775)	(2,278)
Net Cash and Cash Equivalents Used in Investing Activities	(20,285)	(2,278)
Cash Flows From Financing Activities
Payment of debt issuance costs	0	(153)
Payments on term loan agreement	(902)	(938)
Proceeds from stock option exercises	2,416	1,511
Treasury stock purchases for restricted stock vestings	(308)	(250)
Net Cash and Cash Equivalents Provided by Financing Activities	1,206	170
Change in Cash, Cash Equivalents, and Restricted Cash	(4,788)	20,822
Cash, cash equivalents, and restricted cash, beginning of period	48,029	36,150
Cash, cash equivalents, and restricted cash, end of period	43,241	56,972
Reconciliation of cash, cash equivalents, and restricted cash, beginning of period
Cash and cash equivalents	43,008	31,144
Restricted cash	5,021	5,006
Cash, cash equivalents, and restricted cash, beginning of period	48,029	36,150
Reconciliation of cash, cash equivalents, and restricted cash, end of period
Cash and cash equivalents	38,233	51,970
Restricted cash	5,008	5,002
Cash, cash equivalents, and restricted cash, end of period	43,241	56,972
Supplemental disclosure for cash flow information:
Cash paid for interest, net of amounts capitalized	449	453
Supplemental non-cash investing and financing activities:
Property and equipment purchased and included in accounts payable	$ 170	$ 36

BUSINESS, PRESENTATION, AND RECENT ACCOUNTING PRONOUNCEMENTS

3 Months Ended

Mar. 31, 2019

Accounting Policies [Abstract]

BUSINESS, PRESENTATION, AND RECENT ACCOUNTING PRONOUNCEMENTS

Overview

ANI Pharmaceuticals, Inc. and its consolidated subsidiaries, ANIP Acquisition Company and ANI Pharmaceuticals Canada Inc. (together, “ANI,” the “Company,” “we,” “us,” or “our”) is an integrated specialty pharmaceutical company focused on delivering value to our customers by developing, manufacturing, and marketing high quality branded and generic prescription pharmaceuticals. We focus on niche and high barrier to entry opportunities including controlled substances, anti-cancer (oncolytics), hormones and steroids, and complex formulations. Our three pharmaceutical manufacturing facilities, of which two are located in Baudette, Minnesota and one is located in Oakville, Ontario 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. Our strategy is to use our assets to develop, acquire, manufacture, and market branded and generic specialty prescription pharmaceuticals. By executing this strategy, we believe we will be able to continue to grow our business, expand and diversify our product portfolio, and create long-term value for our investors.

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”). In our opinion, the accompanying unaudited interim condensed consolidated financial statements include all adjustments, consisting of normal recurring adjustments, which are necessary to present fairly our financial position, results of operations, comprehensive (loss)/income, and cash flows. The consolidated balance sheet at December 31, 2018, has been derived from audited financial statements of that date. The unaudited interim condensed consolidated results 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 United States Securities and Exchange Commission. We believe that the disclosures provided herein are adequate to make the information presented not misleading when these unaudited interim condensed consolidated financial statements are read in conjunction with the audited financial statements and notes previously distributed in our Annual Report on Form 10-K for the year ended December 31, 2018.

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 a subsidiary located in Canada. The subsidiary conducts its transactions in U.S. dollars and Canadian dollars, but its functional currency is the U.S. dollar. The results of any non-U.S. dollar transactions 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. Our loss on transactions determined in foreign currencies was immaterial for the quarter ended March 31, 2019. Unless otherwise noted, all references to “$” or “dollar” refer to the U.S. dollar.

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 accompanying consolidated financial statements, estimates are used for, but not limited to, stock-based compensation, revenue recognition, allowance for doubtful accounts, variable consideration determined based on accruals for chargebacks, administrative fees and rebates, government rebates, returns and other allowances, allowance for inventory obsolescence, valuation of financial instruments and intangible assets, accruals for contingent liabilities, fair value of long-lived assets, income tax provision, deferred taxes and valuation allowance, determination of right-of-use assets and lease liabilities, purchase price allocations, 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.

Leases

At the inception of a contract we determine if the arrangement is, or contains, a lease. Right-of-use (“ROU”) assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Rent expense is recognized on a straight-line basis over the lease term.

We have made certain accounting policy elections whereby we (i) do not recognize ROU assets or lease liabilities for short-term leases (those with original terms of 12-months or less) and (ii) combine lease and non-lease elements of our operating leases. Operating lease ROU assets are included in other non-current assets and operating lease liabilities are included in accrued expenses and other and other non-current liabilities in our consolidated balance sheets. As of March 31, 2019, we did not have any finance leases.

Geographic Information

Based on the distinct nature of our operations, our internal management structure, and the financial information that is evaluated regularly by our Chief Operating Decision Maker, we determined that we operate in one reportable segment. Our operations are located in the United States and Canada.

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

(in thousands)	Three Months Ended
Location of Operations	March 31, 2019		March 31, 2018
United States	$	50,900	$	46,483
Canada		1,987		-
Total Revenue	$	52,887	$	46,483

The following table depicts the Company’s property and equipment, net according to geographic location as of:

(in thousands)	March 31, 2019		December 31, 2018
United States		24,727	$	24,437
Canada		13,698		13,653
Total property and equipment, net	$	38,425	$	38,090

Recent Accounting Pronouncements

Recent Accounting Pronouncements Not Yet Adopted

In November 2018, the Financial Accounting Standards Board (“FASB”) issued guidance clarifying that certain transactions between collaborative arrangement participants should be accounted for revenue under Accounting Standards Codification Topic 606 when the collaborative arrangement participant is a customer in the context of a unit of account. The guidance is effective for reporting periods beginning after December 15, 2019, including interim periods within that fiscal year. Early adoption is permitted, including adoption in an interim period. We are currently evaluating the impact, if any, that the adoption of this guidance will have on our consolidated financial statements.

In August 2018, the FASB issued guidance modifying the disclosure requirements on fair value measurements. The amendments add, modify, and eliminate certain disclosure requirements on fair value measurements. The guidance is effective for reporting periods beginning after December 15, 2019, including interim periods within that fiscal year. Early adoption is permitted, including adoption in an interim period. We are currently evaluating the impact, if any, that the adoption of this guidance will have on our consolidated financial statements.

In June 2016, the FASB issued guidance with respect to measuring credit losses on financial instruments, including trade receivables. The guidance eliminates the probable initial recognition threshold that was previously required prior to recognizing a credit loss on financial instruments. The credit loss estimate can now reflect an entity's current estimate of all future expected credit losses. Under the previous guidance, an entity only considered past events and current conditions. The guidance is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The adoption of certain amendments of this guidance must be applied on a modified retrospective basis and the adoption of the remaining amendments must be applied on a prospective basis. We currently expect that the adoption of this guidance will likely change the way we assess the collectability of our receivables and recoverability of other financial instruments. We have not yet begun to evaluate the specific impacts of this guidance.

We have evaluated all other issued and unadopted Accounting Standards Updates and believe the adoption of these standards will not have a material impact on our condensed consolidated statements of operations, comprehensive (loss)/income, balance sheets, or cash flows.

Recently Adopted Accounting Pronouncements

In October 2018, the FASB issued guidance for accounting for derivatives and hedging. The guidance provides for the inclusion of the Secured Overnight Financing Rate (“SOFR”) Overnight Index swap rate as a benchmark interest rate for hedge accounting purposes. In July 2017, the Financial Conduct Authority in the United Kingdom announced that it would phase out London Interbank Offered Rate (“LIBOR”) as a benchmark by the end of 2021. As a result, the U.S. Federal Reserve identified the SOFR as its preferred alternative reference rate, calculated with a broad set of short-term repurchase agreements backed by treasury securities. Amounts drawn under our five-year senior secured credit facility bear interest rates in relation to LIBOR, and our interest rate swap is designated in LIBOR. The guidance was effective for reporting periods beginning after December 15, 2018 and early adoption was permitted. We adopted this guidance as of January 1, 2019 on a prospective basis. The adoption of this guidance did not have a material impact on our consolidated financial statements.

In August 2018, the Securities and Exchange Commission (“SEC”) adopted the final rule amending certain disclosure requirements that have become redundant, duplicative, overlapping, outdated, or superseded. In addition, the amendments expand the disclosure requirements on the analysis of stockholders' equity for interim financial statements. Under the amendments, an analysis of changes in each caption of stockholders' equity presented in the balance sheet must be provided in a note or separate statement. The rule was effective on November 5, 2018 and was effective for the quarter that began after the effective date. The adoption of this guidance resulted in the inclusion of the statement of changes stockholder’s equity in our interim financial statement filings.

In June 2018, the FASB issued guidance simplifying the accounting for nonemployee stock-based compensation awards. The guidance aligns the measurement and classification for employee stock-based compensation awards to nonemployee stock-based compensation awards. Under the guidance, nonemployee awards will be measured at their grant date fair value. Upon transition, the existing nonemployee awards will be measured at fair value as of the adoption date. The guidance was effective for reporting periods beginning after December 15, 2018, including interim periods within that fiscal year. Early adoption was permitted, including adoption in an interim period. We adopted this guidance as of January 1, 2019. The adoption of this guidance did not have a material impact on our consolidated financial statements.

In February 2016, the FASB issued guidance for accounting for leases. The guidance requires lessees to recognize assets and liabilities related to long-term leases on the balance sheet and expands disclosure requirements regarding leasing arrangements. In July 2018, the FASB issued additional guidance, which offers a transition option to entities adopting the new lease standards. Under the transition option, entities can elect to apply the new guidance using a modified retrospective approach at the beginning of the year in which the new lease standard is adopted, rather than to the earliest comparative period presented in their financial statements. The guidance was effective for reporting periods beginning after December 15, 2018 and early adoption was permitted. The guidance was adopted on a modified retrospective basis and provides for certain practical expedients. We adopted this guidance effective January 1, 2019 using the following practical expedients:



we did not reassess if any expired or existing contracts are or contain leases;



we did not reassess the classification of any expired or existing leases.

Additionally, we made ongoing accounting policy elections whereby we (i) do not recognize right-of-use assets or lease liabilities for short-term leases (those with original terms of

-months or less) and (ii) combine lease and non-lease elements of our operating leases.

Upon adoption of the new guidance on January 1, 2019, we recognized a right-of-use asset of approximately $0.5 million, which was reduced by approximately $10 thousand of net prepaid rents at the date of adoption, along with a lease liability of approximately $0.5 million. We also recognized total deferred tax assets of approximately $0.1 million and deferred tax liabilities of approximately $0.1 million related to book-tax basis differences. The net effect of the adoption resulted in a cumulative effect adjustment to retained earnings on January 1, 2019 of approximately $2 thousand.

REVENUE RECOGNITION AND RELATED ALLOWANCES

3 Months Ended

Mar. 31, 2019

Revenue Recognition [Abstract]

REVENUE RECOGNITION AND RELATED ALLOWANCES

Revenue Recognition

We recognize revenue 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.

We derive our revenues primarily from sales of generic and branded pharmaceutical products. Revenue is recognized when our obligations under the terms of our contracts with customers are satisfied, which generally occurs when control of the products we sell is transferred to the customer. We estimate variable consideration after considering applicable information that is reasonably available. We generally do not have incremental costs to obtain contracts that would otherwise not have been incurred. We do 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.

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 according to contract type:

Products and Services	Three Months Ended
(in thousands)	March 31, 2019		March 31, 2018
Sales of generic pharmaceutical products	$	31,599	$	23,227
Sales of branded pharmaceutical products		17,543		16,595
Sales of contract manufactured products		2,437		945
Royalties from licensing agreements		577		5,382
Product development services		320		-
Other (1)		411		334
Total net revenues	$	52,887	$	46,483

(1)

Primarily includes laboratory services and royalties on sales of contract manufactured products

The following table depicts revenue recognized during the following periods:

Timing of Revenue Recognition	Three Months Ended
(in thousands)	March 31, 2019		March 31, 2018
Performance obligations transferred at a point in time	$	52,567	$	46,483
Performance obligations transferred over time		320		-
Total	$	52,887	$	46,483

In the three months ended March 31, 2019 and 2018, we did not incur, and therefore did not defer, any material incremental costs to obtain contracts. We recognized a decrease of

$0.6 million

to net revenue from performance obligations satisfied in prior periods during the three months ended March 31, 2019, consisting primarily of revised estimates for variable consideration, including chargebacks, rebates, returns, and other allowances, related to prior period sales, partially offset by royalties from licensing agreements. We recognized $3.3 million of net revenue from performance obligations satisfied in prior periods during the three months ended March 31, 2018, consisting primarily of royalties from licensing agreements and revised estimates for variable consideration, including chargebacks, rebates, returns, and other allowances, related to prior period sales. In August 2018, we acquired WellSpring Pharma Services Inc. (“WellSpring”) (see Note 3), a contract manufacturing company that also provides technical transfer services to customers, for which services are transferred over time. As a result, we had $0.1 million of contract assets related to revenue recognized based on a percentage of completion but not yet billed at both March 31, 2019 and December 31, 2018 and $0.6 million and $0.7 million of deferred revenue at March 31, 2019 and December 31, 2018, respectively. For the three months ended March 31, 2019, we recognized $32 thousand of revenue that was included in deferred revenue as of December 31, 2018.

Revenue from Sales of Generic and Branded Pharmaceutical Products

Product sales consists of sales of our generic and brand pharmaceutical products. Our sole performance obligation in our contracts is to provide pharmaceutical products to customers. Our products are sold at pre-determined standalone selling prices and our performance obligation is considered to be satisfied when control of the product is transferred to the customer. Control is transferred to the customer upon delivery of the product to the customer, as our pharmaceutical products are sold on an FOB destination basis and because inventory risk and risk of ownership passes to the customer upon delivery. Payment terms for these sales are generally less than 100 days.

Sales of our 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. A comprehensive discussion of variable consideration is included in Item 8. Consolidated Financial Statements, Note 1,

Description of Business and Summary of Significant Accounting Policies

, in our Annual Report on Form 10-K for the year ended December 31, 2018.

The following table summarizes activity in the consolidated balance sheets for accruals and allowances for the three months ended March 31, 2019 and 2018, respectively:

(in thousands)	Accruals for Chargebacks, Rebates, Returns, and Other Allowances
										Administrative			Prompt
				Government						Fees and Other			Payment
	Chargebacks			Rebates			Returns			Rebates			Discounts
Balance at December 31, 2017	$	28,230		$	7,930		$	8,274		$	5,226		$	1,834
Accruals/Adjustments		38,217			1,795			3,644			7,584			1,890
Credits Taken Against Reserve		(42,696	)		(3,254	)		(2,898	)		(6,792	)		(2,142	)
Balance at March 31, 2018	$	23,751		$	6,471		$	9,020		$	6,018		$	1,582
Balance at December 31, 2018	$	39,007		$	8,974		$	12,552		$	7,353		$	2,009
Accruals/Adjustments		55,831			2,381			3,620			8,207			2,433
Credits Taken Against Reserve		(54,614	)		(2,803	)		(2,613	)		(8,272	)		(2,333	)
Balance at March 31, 2019	$	40,224		$	8,552		$	13,559		$	7,288		$	2,109

Contract Manufacturing Product Sales Revenue

Contract manufacturing arrangements consists of agreements in which we manufacture a pharmaceutical product on behalf of third party. Our performance obligation is to manufacture and provide pharmaceutical products to customers, typically pharmaceutical companies. The contract manufactured products are sold at pre-determined standalone selling prices and our performance obligations are considered to be satisfied when control of the product is transferred to the customer. Control is transferred to the customer when the product leaves our dock to be shipped to the customer, as our pharmaceutical products are sold on an FOB shipping point basis and the inventory risk and risk of ownership passes to the customer at that time. Payment terms for these sales are generally less than two months. We estimate returns based on historical experience. Historically, we have not had material returns for contract manufactured products.

As of March 31, 2019, the value of our unsatisfied performance obligations (or backlog) was $6.4 million, which consists of firm orders for contract manufactured products, for which our performance obligations remain unsatisfied and for which the related revenue has yet to be recognized. We anticipate satisfying these performance obligations within six months.

Royalties from Licensing Agreements

From time to time, we enter into transition agreements with the sellers of products we acquire, under which we license to the seller the right to sell the acquired products. Therefore, we recognize the revenue associated with sales of the underlying products as royalties. Because these royalties are sales-based, we recognize the revenue when the underlying sales occur, based on sales and gross profit information received from the sellers. Upon full transition of the products and upon launching the products under our own labels, we recognize revenue for the products as sales of generic or branded pharmaceutical products, as described above.

We receive royalties from a license for patent rights initially owned by Cell Genesys, Inc., which merged with BioSante in 2009. The royalties are the results of sales and milestones related to the Yescarta® product. We recognize revenue for sales-based royalties when the underlying sales occur. We estimate variable consideration related to milestones, which requires significant judgment.

Product Development Services Revenue

We provide product development services to customers, which are performed over time. These services primarily relate to the technical transfer of products to our facility in Oakville, Canada. The duration of these technical transfer projects is generally 18 months to three years. Deposits received from these customers are recorded as deferred revenue until revenue is recognized. For contracts with no deposits and for the remainder of contracts with deposits, we invoice customers as our performance obligations are satisfied. We recognize revenue on a percentage of completion basis, which results in contract assets on our balance sheet. As of March 31, 2019, the value of our unsatisfied performance obligations for product development services contracts was $2.1 million. We expect to satisfy these performance obligations in the next

months.

Credit Concentration

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

During the three months ended March 31, 2019, three customers represented 35%, 23%, and 23% of net revenues, respectively. As of March 31, 2019, accounts receivable from these customers totaled 81% of accounts receivable, net. During the three months ended March 31, 2018, three customers represented 34%, 25%, and 20% of net revenues, respectively.

BUSINESS COMBINATION

3 Months Ended

Mar. 31, 2019

Business Combinations [Abstract]

Business Combination Disclosure

BUSINESS COMBINATION

Summary

On August 6, 2018, our subsidiary, ANI Canada, acquired all the issued and outstanding equity interests of WellSpring, a Canadian company that performs contract development and manufacturing of pharmaceutical products for a purchase price of $18.0 million, subject to certain customary adjustments. Pursuant to these customary adjustments, the total purchase consideration was $16.7 million. The consideration was paid entirely from cash on hand. In conjunction with the transaction, we acquired WellSpring’s pharmaceutical manufacturing facility, laboratory, and offices, its current book of commercial business, as well as an organized workforce. Following the consummation of the transaction, WellSpring was merged into ANI Canada with the resulting entity’s name being ANI Pharmaceuticals Canada Inc.

We acquired WellSpring to provide an additional tech transfer site in order to accelerate the re-commercialization of the previously-approved Abbreviated New Drug Applications (“ANDAs”) in our pipeline, to expand our contract manufacturing revenue base, and to broaden our manufacturing capabilities to three manufacturing facilities.

Transaction Costs

In conjunction with the acquisition, we incurred approximately $1.1 million in transaction costs, all of which were expensed in 2018.

Purchase Consideration and Net Assets Acquired

The business combination was accounted for using the acquisition method of accounting, with ANI as the accounting acquirer of WellSpring. The acquisition method requires that acquired assets and assumed liabilities be recorded at their fair values as of the acquisition date.

The following presents the preliminary allocation of the purchase price to the assets acquired and liabilities assumed on August 6, 2018:

	(in thousands)
Total Purchase Consideration	$	16,687

Cash and cash equivalents		220
Accounts receivable		1,311
Inventories		2,197
Prepaid expenses and other current assets		361
Property and equipment		13,935
Deferred tax assets, net		-
Goodwill		1,742
Total assets acquired		19,766

Accounts payable and other current liabilities		2,413
Deferred revenue		666
Total liabilties assumed		3,079
Net assets acquired	$	16,687

The net assets were recorded at their estimated fair value. In valuing acquired assets and liabilities, fair value estimates were based primarily on future expected cash flows, market rate assumptions for contractual obligations, and appropriate discount rates.

The above allocation of the purchase price is based upon certain preliminary valuations and other analyses that have not been finalized as of the date of this filing. Any changes in the estimated fair values of the net assets recorded for this business combination upon the finalization of more detailed analyses of the facts and circumstances that existed at the date of the transaction may change the allocation of the purchase price. As such, the purchase price allocations for this transaction are preliminary estimates, which may be subject to change within the measurement period.

Goodwill is considered an indefinite-lived asset and relates primarily to intangible assets that do not qualify for separate recognition, such as the assembled workforce and synergies between the entities. Goodwill established as a result of the acquisition is not tax deductible in any taxing jurisdiction. There was no value ascribed to any separately identifiable intangible assets.

Legacy WellSpring operations generated $2.0 million of revenue and recorded a net loss of $1.2 million for the three months ended March 31, 2019.

Pro Forma Condensed Combined Financial Information (unaudited)

The following unaudited pro forma condensed combined financial information summarizes the results of operations for the periods indicated as if the WellSpring acquisition had been completed as of January 1, 2017.

(in thousands)	Three Months Ended March 31, 2018
Net revenues	$	49,556
Net income	$	1,237

INDEBTEDNESS

3 Months Ended

Mar. 31, 2019

Debt Disclosure [Abstract]

INDEBTEDNESS

Credit Facility

On December 27, 2018, we refinanced our $125.0 million five-year senior secured credit facility (the “Credit Agreement”) with Citizens Bank, N.A. by entering into an amended and restated Senior Secured Credit Facility (the “Credit Facility”) for up to $265.2 million. The principal new feature of the Credit Facility is a $118.0 million Delayed Draw Term Loan (the “DDTL”), which can only be drawn on in order to pay down the Company’s remaining 3.0% Convertible Senior Notes, which will mature in December 2019. The Credit Facility (and specifically the DDTL) has a subjective acceleration clause in case of a material adverse event. As a result, the remaining 3% Convertible Senior Notes are classified as current in the accompanying unaudited interim condensed consolidated balance sheets. The Credit Facility also extended the maturity of the

remaining

$72.2 million secured term loan balance (the “Term Loan”) to December 2023. In addition, the Credit Facility increased the previous $50.0 million line of credit (the “Revolver”) to $75.0 million. Also on December 27, 2018, we entered into an interest rate swap arrangement to manage our exposure to changes in LIBOR-based interest rates underlying our refinanced Term Loan (Note 5). The Term Loan includes a repayment schedule, subsequent to which $3.6 million of the loan will be paid in quarterly installments during the 12 months ended March 31, 2020. As a result, $3.6 million of the loan is recorded in current component of

non-current

borrowing, net of deferred financing in the accompanying unaudited interim condensed consolidated balance sheets. Amounts drawn on the Term Loan and, if drawn upon, the DDTL, bear an interest rate equal to, at our option, either a LIBOR rate plus 1.50% to 2.75% per annum, depending on our total leverage ratio or an alternative base rate plus an applicable base rate margin, which varies within a range of 0.50% to 1.75%, depending our total leverage ratio. We will incur a commitment fee at a rate per annum that varies within a range of 0.25% to 0.50%, depending on our leverage ratio. We will also incur a delayed draw ticking fee at a rate per annum that varies within a range of 0.25% to 0.50%, depending on our leverage ratio.

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 imposes financial covenants consisting of a maximum total leverage ratio, which initially shall be no greater than 3.75 to 1.00 and a minimum fixed charge coverage ratio, which shall be greater than or equal to 1.25 to 1.00. The primary non-financial covenants under the Credit Facility limit, subject to various exceptions, our ability to incur future indebtedness, to place liens on assets, to pay dividends or make other distributions on our capital stock, to repurchase our capital stock, to conduct acquisitions, to alter our capital structure, and to dispose of assets outside the normal course of business

The carrying value of the current and non-current components of the Term Loan as of March 31, 2019 and December 31, 2018 are:

	Current
(in thousands)	March 31, 2019			December 31, 2018
Current borrowing on secured term loan	$	3,609		$	3,609
Deferred financing costs		(366	)		(353	)
Current component of non-current borrowing, net of deferred financing costs	$	3,243		$	3,256

	Non-current
(in thousands)	March 31, 2019			December 31, 2018
Non-current borrowing on secured term loan	$	67,676		$	68,578
Deferred financing costs		(1,175	)		(1,282	)
Non-current borrowing, net of deferred financing costs and current borrowing component	$	66,501		$	67,296

The refinancing of the Term Loan was accounted for as a modification of our previous term loan and consequently, the remaining balance of the deferred issuance costs related to the previous term loan are included with the lenders fees associated with the refinance of the Term Loan and amortized as interest expense over the life of the Term Loan using the effective interest method. Fees to third parties associated with the refinance of the Term Loan were recognized as other (expense)/income, net in the accompanying unaudited interim condensed consolidated statements of operations. The refinancing of the Revolver was accounted for as a modification of our previous revolving credit facility and consequently, the remaining balance of the deferred issuance costs related to the previous revolving credit facility are included with the lenders fees and fees to third parties associated with the refinance of the Revolver and amortized as interest expense on a straight-line basis over the life of the Revolver. All issuance costs allocated to the DDTL were deferred and will be amortized as interest expense on a straight-line basis over the five-year term of the DDTL.

As of March 31, 2019, we had a $71.3 million balance on the Term Loan. As of March 31, 2019, we had not drawn on the Revolving Credit Facility or DDTL. Of the $1.3 million of deferred debt issuance costs allocated to the Revolving Credit Facility, $0.9 million is included in other

non-current

assets in the accompanying unaudited interim condensed consolidated balance sheets and $0.3 million is included in prepaid expenses and other current assets in the accompanying unaudited interim condensed consolidated balance sheets. Of the $0.6 million of deferred debt issuance costs allocated to the DDTL, $0.4 million is included in other

non-current

assets in the accompanying unaudited interim condensed consolidated balance sheets and $0.1 million is included in prepaid expenses and other current assets in the accompanying unaudited interim condensed consolidated balance sheets. Of the $1.6 million of deferred debt issuance costs allocated to the Term Loan, $0.4 million is classified as a direct deduction to the current portion of the Term Loan and is included in current component of

non-current

borrowing, net of deferred financing costs in the accompanying unaudited interim condensed consolidated balance sheets and $1.2 million is classified as a

direct deduction to the non-current portion of the Term Loan and is included in non-current borrowing, net of deferred financing costs and current borrowing component in the accompanying unaudited interim condensed consolidated balance sheets.

The contractual maturity of our Term Loan is as follows for the years ending December 31:

(in thousands)
2019 (remainder of the year)	$	2,707
2020		3,609
2021		5,414
2022		5,414
2023		54,141
Total	$	71,285

Convertible Senior Notes

In December 2014, we issued $143.8 million of our

Convertible Senior Notes due 2019 (the “Notes”) in

a registered public offering. After deducting the underwriting discounts and commissions and other expenses (including the net cost of the bond hedge and warrant, discussed below), the net proceeds from the offering were approximately $122.6 million. The Notes pay 3.0% interest semi-annually in arrears on June 1 and December 1 of each year, starting on June 1, 2015, and are due December 1, 2019. In December 2018, we entered into separate, privately negotiated agreements with certain holders of our Notes and repurchased

$25.0 million of our outstanding Notes. We accounted for the repurchase as an extinguishment of the portion of the Notes and recognized a loss on extinguishment of $0.5 million, which was recorded in other (expense)/income, net in the accompanying unaudited interim condensed consolidated statements of operations. At the same time, we unwound a corresponding portion of the bond hedge and warrant, which are described in further detail below. As a result of unwinding this portion of the bond hedge and warrant, we received a net amount of $0.4 million. The repurchase of the Notes and the unwinding of the bond hedge and warrant resulted in a $1.7 million net reduction to additional paid-in capital (“APIC”) in the accompanying unaudited interim condensed consolidated balance sheets. The remaining Notes are convertible into 1,709,002 shares of common stock, based on an initial conversion price of $69.48 per share.

The Notes are convertible at the option of the holder (i) during any calendar quarter beginning after March 31, 2015, if the last reported sale price of the common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding calendar quarter is greater than or equal to 130% of the conversion price on each applicable trading day, (ii) during the five business days after any five consecutive trading day period in which the trading price per $1,000 principal amount of the Notes for each trading day of such period was less than 98% of the product of the last reported sale price of our common stock and the conversion rate on each such trading day; and (iii) on or after June 1, 2019 until the second scheduled trading day immediately preceding the maturity date.

Upon conversion by the holders, we may elect to settle such conversion in shares of our common stock, cash, or a combination thereof. As a result of our cash conversion option, we separately accounted for the value of the embedded conversion option as a debt discount (with an offset to APIC) of $33.6 million. The value of the embedded conversion option was determined based on the estimated fair value of the debt without the conversion feature, which was determined using market comparables to estimate the fair value of similar non-convertible debt (Note 13); the debt discount is being amortized as additional non-cash interest expense using the effective interest method over the term of the Notes.

Offering costs of $5.5 million were allocated to the debt and equity components in proportion to the allocation of proceeds to the components, as deferred financing costs and equity issuance costs, respectively. The deferred financing costs of $4.2 million are being amortized as additional non-cash interest expense using the straight-line method over the term of the debt, since this method was not significantly different from the effective interest method. Pursuant to guidance issued by the FASB in April 2015, we have classified the deferred financing costs as a direct deduction to the net carrying value of our Notes. The $1.3 million portion allocated to equity issuance costs was charged to APIC.

A portion of the offering proceeds was used to simultaneously enter into “bond hedge” (or purchased call) and “warrant” (or written call) transactions with an affiliate of one of the offering underwriters (collectively, the “Call Option Overlay”). We entered into the Call Option Overlay to synthetically raise the initial conversion price of the Notes to $96.21 per share and reduce the potential common stock dilution that may arise from the conversion of the Notes. The exercise price of the bond hedge is $69.48 per share and the exercise price of the warrant is $96.21 per share of our common stock. Because the bond hedge and warrant are both indexed to our common stock and otherwise would be classified as equity, we recorded both elements as equity, resulting in a net reduction to APIC of $15.6 million. After the repurchase of $25.0 million of our outstanding Notes and the unwinding of the corresponding portion of the bond hedge and warrant, our remaining bond hedge had an underlying 1,709,002 common shares as of March 31, 2019 and the remaining warrant had an underlying 1,709,002 common shares as of March 31, 2019.

The carrying value of the Notes is as follows as of:

(in thousands)	March 31, 2019			December 31, 2018
Principal amount	$	118,750		$	118,750
Unamortized debt discount		(4,135	)		(5,648	)
Deferred financing costs		(465	)		(639	)
Net carrying value	$	114,150		$	112,463

We had accrued interest of $1.2 million and $0.3 million related to the Notes recorded in accrued expenses, other in our consolidated balance sheets at March 31, 2019 and December 31, 2018, respectively.

The following table sets forth the components of total interest expense related to the Notes and Term Loan recognized in the accompanying unaudited interim condensed consolidated statements of operations for the three months ended March 31, 2019 and 2018:

	Three Months Ended
(in thousands)	March 31, 2019			March 31, 2018
Contractual coupon	$	1,631		$	1,724
Amortization of debt discount		1,513			1,737
Amortization of finance fees		360			370
Capitalized interest		(75	)		(192	)
	$	3,429		$	3,639

DERIVATIVE FINANCIAL INSTRUMENT AND HEDGING ACTIVITY

3 Months Ended

Mar. 31, 2019

Derivative Instruments and Hedging Activities Disclosure [Abstract]

DERIVATIVE FINANCIAL INSTRUMENT AND HEDGING ACTIVITY

We use derivative financial instruments to hedge our exposure to interest rate risks. All derivative financial instruments are recognized as either assets or liabilities at fair value on the consolidated balance sheet and are classified as current or non-current based on the scheduled maturity of the instrument.

When we enter into a hedge arrangement and intend to apply hedge accounting, we formally document the hedge relationship and designate the instrument for financial reporting purposes as a fair value hedge, a cash flow hedge, or a net investment hedge. When we determine that a derivative financial instrument qualifies as a cash flow hedge and is effective, the changes in fair value of the instrument are recorded in accumulated other comprehensive loss, net of tax in our consolidated balance sheets and will be reclassified to earnings when the hedged item affects earnings.

In April 2018, we entered into an interest rate swap arrangement, which was considered a derivative financial instrument, with Citizens Bank, N.A. to manage our exposure to changes in LIBOR-based interest rates underlying our previous term loan. The interest rate swap hedged the variable cash flows associated with the borrowings under our previous term loan, effectively providing a fixed rate of interest throughout the life of the previous term loan.

In December 2018, we refinanced our previous Credit Agreement and, as part of that refinancing, extended the maturity of our $72.2 million secured term loan balance to December 2023. At the same time, we terminated the original interest rate swap and entered into a new interest rate swap arrangement, which is also considered a derivative financial instrument, with Citizens Bank, N.A. to manage our exposure to changes in LIBOR-based interest rates underlying our Term Loan. We accounted for the close-out of the original interest rate swap as a termination of the interest rate swap and wrote the interest rate swap liability and accumulated other comprehensive loss balance off as of the date of termination. As there were no excluded components, there was no net impact to the consolidated statement of operations. The interest rate swap hedges the variable cash flows associated with the borrowings under our Term Loan (Note 4), effectively providing a fixed rate of interest throughout the life of our Term Loan.

The interest rate swap arrangement with Citizens Bank, N.A became effective on December 27, 2018, with a maturity date of December 27, 2023. The notional amount of the swap agreement at inception was $72.2 million and will decrease in line with our Term Loan. As of March 31, 2019, the notional amount of the interest rate swap was $71.3 million. The interest rate swap has a weighted average fixed rate of 2.60% and has been designated as an effective cash flow hedge and therefore qualifies for hedge accounting. As of March 31, 2019, the fair value of the interest rate swap liability was valued at $1.2 million and was recorded in other

non-current

liabilities in the accompanying unaudited interim condensed consolidated balance sheets. As of March 31, 2019, $

1.0

million, the fair value of the interest rate swap net of tax, was recorded in accumulated other comprehensive loss, net of tax in the accompanying unaudited interim condensed consolidated balance sheets. During the three months ended March 31, 2019, changes in the fair value of the interest rate swap of $

0.6

million, net of tax, was recorded in accumulated other comprehensive loss, net of tax in our unaudited interim condensed consolidated statements of comprehensive

(loss)/income. Differences between the hedged LIBOR rate and the fixed rate are recorded as interest expense in the same period that the related interest is recorded for the Term Loan based on the LIBOR rate. During the three months ended March 31, 2019, $18 thousand of interest expense was recognized in relation to the interest rate swap.

In February 2019, we entered into an interest rate swap with Citizens Bank, N.A. to manage our exposure to changes in LIBOR-based interest rates underlying our DDTL. The notional amount of the interest rate swap is $118.0 million and will have a cash and interest impact beginning in December 2019. The interest rate swap provides an effective fixed rate of 2.47% and has been designated as an effective cash flow hedge and therefore qualifies for hedge accounting. As of March 31, 2019, the fair value of the interest rate swap liability was valued at $1.5 million and was recorded in other

non-current

liabilities in the accompanying unaudited interim condensed consolidated balance sheets. As of March 31, 2019, $1.2 million, the fair value of the interest rate swap net of tax, was recorded in accumulated other comprehensive loss, net of tax in the accompanying unaudited interim condensed consolidated balance sheets. During the three months ended March 31, 2019, changes in the fair value of the interest rate swap of $1.2 million, net of tax, was recorded in accumulated other comprehensive loss, net of tax in our unaudited interim condensed consolidated statements of comprehensive

(loss)/income. Differences between the hedged LIBOR rate and the fixed rate will be recorded as interest expense in the same period that the related interest is recorded for the Term Loan based on the LIBOR rate. During the three months ended March 31, 2019, we did not record interest expense in relation to the interest rate swap.

EARNINGS PER SHARE

3 Months Ended

Mar. 31, 2019

Earnings Per Share [Abstract]

EARNINGS PER SHARE

Basic earnings per share is computed by dividing net income available to common shareholders 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, we calculate diluted earnings per share by dividing net income available to common shareholders 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 our Employee Stock Purchase Plan (“ESPP”), unvested restricted stock awards, stock purchase warrants, and any conversion gain on our Notes (Note 4), using the treasury stock method. For periods of net loss, diluted loss per share is calculated similarly to basic loss per share.

Our unvested restricted 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 per share excludes from the numerator net income attributable to the unvested restricted shares, and excludes the impact of those shares from the denominator.

For purposes of determining diluted earnings per share, we have elected a policy to assume that the principal portion of the Notes (Note 4) is settled in cash. As such, the principal portion of the Notes has no effect on either the numerator or denominator when determining diluted earnings per share. Any conversion gain is assumed to be settled in shares and is incorporated in diluted earnings per share using the treasury method. The warrants issued in conjunction with the issuance of the Notes (Note 4) are considered to be dilutive when they are in-the-money relative to our average stock price during the period; the bond hedge purchased in conjunction with the issuance of the Notes is always considered to be anti-dilutive.

Earnings per share for the three months ended March 31, 2019 and 2018 are calculated for basic and diluted earnings per share as follows:

	Basic						Diluted
(in thousands, except per share amounts)	Three Months Ended March 31,						Three Months Ended March 31,
	2019			2018			2019			2018
Net income	$	449		$	2,250		$	449		$	2,250
Net income allocated to restricted stock		(9	)		(13	)		(9	)		(13	)
Net income allocated to common shares	$	440		$	2,237		$	440		$	2,237

Basic Weighted-Average Shares Outstanding		11,747			11,589			11,747			11,589
Dilutive effect of stock options and ESPP								76			117
Diluted Weighted-Average Shares Outstanding								11,823			11,706

Earnings Per Share	$	0.04		$	0.19		$	0.04		$	0.19

The number of anti-dilutive shares, which have been excluded from the computation of diluted earnings per share, including the shares underlying the Notes, was 4.1 million and 4.6

million for the three months ended March 31, 2019 and 2018, respectively. Anti-dilutive shares consist of out-of-the-money Class C Special stock, out-of-the-money common stock options, common stock options that are anti-dilutive when calculating the impact of the potential dilutive common shares using the treasury stock method, underlying shares related to out-of-the-money bonds issued as convertible debt, and out-of-the-money warrants exercisable for common stock.

INVENTORIES

3 Months Ended

Mar. 31, 2019

Inventory Disclosure [Abstract]

INVENTORIES

Inventories consist of the following as of:

(in thousands)	March 31, 2019			December 31, ‎ 2018
Raw materials	$	29,750		$	27,671
Packaging materials		2,718			2,563
Work-in-progress		713			1,210
Finished goods		11,079			10,620
		44,260			42,064
Reserve for excess/obsolete inventories		(2,228	)		(1,561	)
Inventories, net	$	42,032		$	40,503

Vendor Concentration

We source the raw materials for our 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, we are dependent upon our current vendors to reliably supply the API required for on-going product manufacturing. During the three months ended March 31, 2019, we purchased approximately 55% of our inventory from three suppliers. As of March 31, 2019, the amounts payable to these suppliers was immaterial. During the three months ended March 31, 2018, we purchased approximately 29% of our inventory from two suppliers.

PROPERTY, PLANT, AND EQUIPMENT

3 Months Ended

Mar. 31, 2019

Property, Plant and Equipment [Abstract]

PROPERTY, PLANT, AND EQUIPMENT

Property and equipment consist of the following as of:

(in thousands)	March 31, 2019			December 31, ‎ 2018
Land	$	4,558		$	4,558
Buildings		10,079			10,079
Machinery, furniture, and equipment		31,050			26,814
Construction in progress		2,220			5,040
		47,907			46,491
Less: accumulated depreciation		(9,482	)		(8,401	)
Property and equipment, net	$	38,425		$	38,090

Depreciation expense was $1.1 million and $0.3 million for the three months ended March 31, 2019 and 2018, respectively. During the three months ended March 31, 2019 and 2018, there was $0.1 million and $0.2 million of interest capitalized into construction in progress, respectively. Construction in progress consists of multiple projects, primarily related to new equipment to expand our manufacturing capability as our product lines continue to grow.

GOODWILL AND INTANGIBLE ASSETS

3 Months Ended

Mar. 31, 2019

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND INTANGIBLE ASSETS

Goodwill

As a result of our 2013 merger with BioSante Pharmaceuticals, Inc. (“BioSante”), we recorded goodwill of $1.8 million. As a result of our acquisition of WellSpring, we recorded additional goodwill of $1.7 million in 2018. We assess the recoverability of the carrying value of goodwill as of October 31

of each year, and whenever events occur or circumstances change that would, more likely than not, reduce the fair value of our reporting unit below its carrying value. There have been no events or changes in circumstances that would have reduced the fair value of our reporting unit below its carrying value during the three months ended March 31, 2019. No impairment losses were recognized during the three months ended March 31, 2019 or 2018.

Definite-lived Intangible Assets

Acquisition of Abbreviated New Drug Applications

In January 2019, we entered into an amendment to three asset purchase agreements (the “Asset Purchase Agreement Amendment”) with Teva Pharmaceuticals USA, Inc. (“Teva”). Under the terms of the Asset Purchase Agreement Amendment, all royalty obligations of the Company owed to Teva with respect to products associated with ten ANDAs under the original asset purchase agreements ceased being effective as of December 31, 2018. As consideration for the termination of such future royalty obligations, we paid Teva a sum of $16.0 million using cash on hand. Upon the payment of $16.0 million, the purchase price of each basket of ANDAs was increased

as if the payment had been made on the initial acquisition date. As a result, we recognized cumulative amortization expense of $6.8 million upon recording the transaction. Please see Note 13 for further details regarding the transaction.

In April 2018, we entered into an agreement with Impax Laboratories, Inc. (now Amneal Pharmaceuticals, Inc., or “Amneal”) to purchase the approved ANDAs for three previously-commercialized generic drug products, the approved ANDAs for two generic drug products that have not yet been commercialized, the development package for one generic drug product, a license, supply, and distribution agreement for a generic drug product with an ANDA that is pending approval, and certain manufacturing equipment required to manufacture one of the products, for $2.3 million in cash up front. The transaction closed in May 2018 and we made the $2.3 million payment using cash on hand. We also capitalized $0.1 million of costs directly related to the transaction. We accounted for this transaction as an asset purchase. The $1.0 million acquired ANDA intangible assets are being amortized in full over their estimated useful lives of 10 years. Please see Note 13 for further details regarding the transaction.

The components of net definite-lived intangible assets are as follows:

(in thousands)	March 31, 2019					December 31, 2018
	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization			Weighted Average Amortization Period
Acquired ANDA intangible assets	$	64,704	$	(25,321	)	$	46,194	$	(17,093	)		10.0 years
NDAs and product rights		230,974		(68,505	)		230,974		(62,222	)		10.0 years
Marketing and distribution rights		10,423		(7,532	)		10,423		(7,051	)		4.7 years
Non-compete agreement		624		(267	)		624		(245	)		7.0 years
	$	306,725	$	(101,625	)	$	288,215	$	(86,611	)

Definite-lived intangible assets are stated at cost, net of amortization, generally using the straight-line method over the expected useful lives of the intangible assets. In the case of certain NDA and product rights assets, we use an accelerated amortization method to better match the anticipated economic benefits expected to be provided. Amortization expense was $15.0 million and $7.9 million for the three months ended March 31, 2019 and 2018, respectively.

We test for impairment of definite-lived intangible assets when events or circumstances indicate that the carrying value of the assets may not be recoverable. No such triggering events were identified during the three months ended March 31, 2019 and 2018 and therefore no impairment loss was recognized in the three months ended March 31, 2019 and 2018.

Expected future amortization expense is as follows:

(in thousands)
2019 (remainder of the year)	$	25,209
2020		33,130
2021		31,684
2022		28,279
2023		27,531
2024 and thereafter		59,267
Total	$	205,100

STOCK-BASED COMPENSATION

3 Months Ended

Mar. 31, 2019

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

STOCK-BASED COMPENSATION

10.

STOCK-BASED COMPENSATION

Employee Stock Purchase Plan

In July 2016, we commenced administration of the ANI Pharmaceuticals, Inc. 2016 Employee Stock Purchase Plan. As of March 31, 2019, we have 0.2 million shares of common stock available under the ESPP. Under the ESPP, participants can purchase shares of our stock at a 15% discount.

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 March 31,
	2019		2018
Cost of sales	$	3	$	2
Research and development		5		1
Selling, general, and adminstrative		22		14
	$	30	$	17

Stock Incentive Plan

All equity-based service awards are granted under the ANI Pharmaceuticals, Inc. Amended and Restated 2008 Stock Incentive Plan (the “2008 Plan”). As of March 31, 2019, 0.3 million shares of our common stock remained available for issuance under the 2008 Plan.

The following table summarizes stock-based compensation expense incurred under the 2008 Plan and included in our accompanying unaudited interim condensed consolidated statements of operations:

(in thousands)	Three Months Ended March 31,
	2019		2018
Cost of sales	$	21	$	18
Research and development		113		160
Selling, general, and adminstrative		1,546		1,182
	$	1,680	$	1,360

A summary of stock option and restricted stock activity under the 2008 Plan during the three months ended March 31, 2019 and 2018 is presented below:

(in thousands)	Options			RSAs
Outstanding December 31, 2017		767			86
Granted		5			-
Options Exercised/RSAs Vested		(79	)		(16	)
Forfeited		(11	)		-
Outstanding March 31, 2018		682			70

Outstanding December 31, 2018		759			117
Granted		157			122
Options Exercised/RSAs Vested		(58	)		(11	)
Forfeited		(18	)		(2	)
Expired		(1	)		-
Outstanding March 31, 2019		839			226

INCOME TAXES

3 Months Ended

Mar. 31, 2019

Income Tax Disclosure [Abstract]

INCOME TAXES

11.

INCOME TAXES

We use 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. We have provided a valuation allowance against certain of our state net operating loss

(“NOL”) carryforwards that are not expected to be used during the carryforward periods. Additionally, as of both March 31, 2019 and December 31, 2018, we had provided a valuation allowance against ANI Canada’s net deferred tax assets of $1.9 million. The utilization of our NOL carryforwards will be limited in future years as prescribed by Section 382 of the U.S. Internal Revenue Code.

We use 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. We have not identified any uncertain income tax positions that could have a material impact on the consolidated financial statements. We recognize interest and penalties accrued on any unrecognized tax exposures as a component of income tax expense; we did not have any such amounts accrued as of March 31, 2019 and December 31, 2018. We are subject to taxation in various U.S. jurisdictions and all of our income tax returns remain subject to examination by tax authorities due to the availability of NOL carryforwards.

For interim periods, we recognize an income tax provision/(benefit) based on our estimated annual effective tax rate, calculated on a worldwide consolidated basis, expected for the entire year. If we project taxable losses in any specific taxing jurisdiction, those losses are excluded from the calculation of the worldwide estimated annual effective tax rate and a resulting tax benefit is not recognized. The interim annual estimated effective tax rate is based on the statutory tax rates then in effect, as adjusted for estimated changes in temporary and estimated permanent differences, and excludes certain discrete items whose tax effect, when material, is recognized in the interim period in which they occur. These changes in temporary differences, permanent differences, and discrete items result in variances to the effective tax rate from period to period. We also have elected to exclude the impacts from significant pre-tax non-recognized subsequent events from our interim estimated annual effective rate until the period in which they occur. Our estimated annual effective tax rate changes throughout the year as our on-going estimates of pre-tax income, changes in temporary differences, and 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 recently acquired Canadian operations is subject to U.S. taxes, with certain defined exemptions, thresholds and credits. For financial reporting purposes we have elected to treat GILTI inclusions as a period cost.

The estimated consolidated effective tax rate for the three months ended March 31, 2019, calculated after excluding the taxable losses projected in our Canadian operations for which no tax benefit can be recognized, was 22.0% of pre-tax income reported in

our U.S. operations in

the period, calculated based on the estimated annual effective rate anticipated for the year ending December 31, 2019 plus the effects of certain discrete items occurring in the third quarter. Our effective tax rate for the three months ended March 31, 2019 was impacted primarily by the discrete impact of current period awards of stock-based compensation, stock option exercises, and disqualifying dispositions of incentive stock options, all of which impact the consolidated effective rate in the period in which they occur.

The estimated consolidated effective tax rate for the three months ended March 31, 2018 was 20.8% of pre-tax income reported in the period, calculated based on the estimated annual effective rate anticipated for the year ending December 31, 2018 plus the effects of certain discrete items occurring in the first quarter. Our effective tax rate was impacted by the discrete impact of current period awards of stock-based compensation, stock option exercises, and disqualifying dispositions of incentive stock options, all of which impact the consolidated effective rate in the period in which they occur.

COMMITMENTS AND CONTINGENCIES

3 Months Ended

Mar. 31, 2019

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS AND CONTINGENCIES

12.	COMMITMENTS AND CONTINGENCIES

Operating Leases

All our existing leases as of March 31, 2019 are classified as operating leases. As of March 31, 2019, we have ten material operating leases for facilities and office equipment with remaining terms expiring from 2021 through 2024 and a weighted average remaining lease term of 3.1 years. Many of our existing leases have fair value renewal options, none of which are considered certain of being exercised or included in the minimum lease term. Discount rates used in the calculation of our lease liability ranged between 4.02% and 8.95%.

Rent expense for the three months ended March 31, 2019 consisted of the following:

(in thousands)
Operating lease costs	$	44
Variable lease costs		13
Total lease costs	$	57

A maturity analysis of our operating leases follows:

(in thousands)
Future payments:
2019 (remainder of the year)	$	138
2020		190
2021		129
2022		93
2023		36
2024 and thereafter		2
Total	$	588

Discount		(42	)
Lease liability		546
Current lease liability		(165	)
Non-current lease liability	$	381

Government Regulation

Our products and facilities are subject to regulation by a number of federal and state governmental agencies. The FDA, in particular, maintains oversight of the formulation, manufacture, distribution, packaging, and labeling of all of our products. The Drug Enforcement Administration (“DEA”) maintains oversight over our products that are controlled substances.

Unapproved Products

Two of our products, Esterified Estrogen with Methyltestosterone (“EEMT”) and Opium Tincture, are marketed without approved NDAs or ANDAs. During the three months ended March 31, 2019 and 2018, net revenues for these products totaled $5.4 million and $5.6 million, respectively.

The FDA's policy with respect to the continued marketing of unapproved products is stated in the FDA's September 2011 Compliance Policy Guide Sec. 440.100 titled “Marketed New Drugs without Approved NDAs or ANDAs.” Under this policy, the FDA has stated that it will follow a risk-based approach with regard to enforcement against such unapproved products. The FDA evaluates whether to initiate enforcement action on a case-by-case basis, but gives higher priority to enforcement action against products in certain categories, such as those marketed as unapproved drugs with potential safety risks or that lack evidence of effectiveness. We believe that, so long as we comply with applicable manufacturing standards, the FDA will not take action against us under the current enforcement policy. There can be no assurance, however, that the FDA will continue this policy or not take a contrary position with any individual product or group of products. If the FDA were to take a contrary position, we may be required to seek FDA approval for these products or withdraw such products from the market. If we decide to withdraw the products from the market, our net revenues for generic pharmaceutical products would decline materially, and if we decide to seek FDA approval, we would face increased expenses and might need to suspend sales of the products until such approval was obtained, and there are no assurances that we would receive such approval.

In addition, one group of products that we manufacture on behalf of a contract customer is marketed by that customer without an approved NDA. If the FDA took enforcement action against such customer, the customer may be required to seek FDA approval for the group of products or withdraw them from the market. Our contract manufacturing revenues for these unapproved products for the three months ended March 31, 2019 and 2018 were $0.6 million and $0.4 million, respectively.

We receive royalties on the net sales of a group of contract-manufactured products, which are marketed by the contract customer without an approved NDA. If the FDA took enforcement action against such customer, the customer may be required to seek FDA approval for the group of products or withdraw them from the market. Our royalties on the net sales of these unapproved products for the three months ended March 31, 2019 and 2018 were less than 1% of total revenues.

Louisiana Medicaid Lawsuit

On September 11, 2013, the Attorney General of the State of Louisiana filed a lawsuit in Louisiana state court against numerous pharmaceutical companies, including us, under various state laws, alleging that each defendant caused the state’s Medicaid agency to provide reimbursement for drug products that allegedly were not approved by the FDA and therefore allegedly not reimbursable under the federal Medicaid program. The lawsuit relates to three cough and cold prescription products manufactured and sold by our former Gulfport, Mississippi operation, which was sold in September 2010. Through its lawsuit, the state seeks unspecified damages, statutory fines, penalties, attorneys’ fees, and costs. While we cannot predict the outcome of the lawsuit at this time, we could be subject to material damages, penalties, and fines. We intend to vigorously defend against all claims in the lawsuit.

Civil Action

In November of 2017, we were served with a complaint filed by Arbor Pharmaceuticals, LLC, in the United States District Court, District of Minnesota. The complaint alleges false advertising and unfair competition in violation of Section 43(a) of the Lanham Act, Section 1125(a) of Title 15 of the United States Code, and Minnesota State law, and seeks injunctive relief and damages. Discovery in this action closed on March 31, 2019, and it is now in the pre-trial motions phase. We intend to defend this action vigorously.

Other Commitments and Contingencies

All manufacturers of the drug Reglan and its generic equivalent metoclopramide, including ANI, have faced allegations from plaintiffs in various states claiming bodily injuries as a result of ingestion of metoclopramide or its brand name, Reglan, prior to the FDA's February 2009 Black Box warning requirement (“legacy claims”). All these original legacy claims were settled or closed out, including a series of claims in California that were resolved by coordinated proceeding and settlement. At the end of March 2019, we were served with a lawsuit in the Superior Court of California, County of Riverside, adding us as a defendant in a complaint filed in July 2017 that is alleged not to been part of the original settled legacy claims. This new claim as well as the impact of the prior settlements on this claim is currently being evaluated by the Company, its insurers, and its legal counsel.

At the present time, we are unable to assess the likely outcome of the case. Our insurance company had assumed the defense of the legacy claims and paid all losses in settlement of the California cases. We cannot provide assurances that the outcome of this new matter will not have an adverse effect on our business, financial condition, and operating results. Furthermore, like all pharmaceutical manufacturers, we may be exposed to other product liability claims in the future, which 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.

Our ANDA for Erythromycin Ethylsuccinate (“EES”) was originally approved by the FDA on November 27

, 1978. We purchased the EES ANDA from Teva on July 10, 2015, and subsequently launched EES on September 27, 2016. In August 2016, we filed with the FDA to reintroduce this product under a Changes Being Effected in 30 Days submission (a “CBE-30 submission”). Under a CBE-30 submission, certain defined changes to an ANDA can be made if the FDA does not object in writing within 30 days. The FDA’s regulations, guidance documents, and historic actions support the filing of a CBE-30 for the types of changes that we proposed for our EES ANDA. We received no formal written letter from the FDA within 30 days of the CBE-30 submission date, and as such, launched the product in accordance with FDA regulations. On December 16, 2016, and nearly four months after our CBE-30 submission, the FDA sent us a formal written notice that a Prior Approval Supplement (“PAS”) was required for this ANDA. Under a PAS, proposed changes to an ANDA cannot be implemented without prior review and approval by the FDA. Because we did not receive this notice in the timeframe prescribed by the FDA’s regulations, we believe that our supplemental ANDA is valid, and as such continued to market the product. In addition, we filed a PAS which was approved by the FDA on November 2, 2018.

On or about September 20, 2017, the Company and certain of its employees were served with search warrants and/or grand jury subpoenas to produce documents and possibly testify relating to a federal investigation of the generic pharmaceutical industry. The Company has been cooperating and intends to continue cooperating with the investigation. However, no assurance can be given as to the timing or outcome of the investigation.

FAIR VALUE DISCLOSURES

3 Months Ended

Mar. 31, 2019

Fair Value Disclosures [Abstract]

FAIR VALUE DISCLOSURES

13.	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, borrowings under lines of credit, and other current liabilities) approximate their carrying values because of their short-term nature. While our Notes are recorded on our accompanying unaudited interim condensed consolidated balance sheets at their net carrying value of $114.2 million as of March 31, 2019, the Notes are being traded on the bond market and their fair value is $130.3 million, based on their closing price on March 31, 2019, a Level 1 input.

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

Our contingent value rights (“CVRs”), which were granted coincident with our merger with BioSante and expire in June 2023, are considered contingent consideration and are classified as liabilities. As such, the CVRs were recorded as purchase consideration at their estimated fair value, using level 3 inputs, and are marked to market each reporting period until settlement. The fair value of CVRs is estimated using the present value of our projection of the expected payments pursuant to the terms of the CVR agreement, which is the primary unobservable input. If our projection or expected payments were to increase substantially, the value of the CVRs could increase as a result. The present value of the liability was calculated using a discount rate of 15%. We determined that the fair value of the CVRs was immaterial as of March 31, 2019 and December 31, 2018. We also determined that the changes in such fair value were immaterial in the three months ended March 31, 2019 and 2018.

In April 2018, we entered into an interest rate swap arrangement (Note 5), with Citizens Bank, N.A. to manage our exposure to the variable interest rate on our previous term loan. The notional amount of this interest rate swap was set to match the balance of our previous term loan. The fair value of our interest rate swap was estimated based on the present value of projected future cash flows using the LIBOR forward rate curve. The model used to value the interest rate swap included inputs of readily observable market data, a Level 2 input.

In December 2018, we refinanced our previous Credit Agreement and, as part of that refinancing, extended the maturity of our $72.2 million secured term loan balance to December 2023. At the same time, we closed out the original interest rate swap and entered into a new interest rate swap arrangement (Note 5) to manage our exposure to the variable interest rate on our Term Loan (Note 4). The notional amount of our interest rate swap was set to match the balance of our Term Loan. The fair value of our interest rate swap is estimated based on the present value of projected future cash flows using the LIBOR forward rate curve. 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 5, the fair value of the interest rate swap was a $1.2 million liability at March 31, 2019.

In February 2019, we entered into an interest rate swap arrangement (Note 5), with Citizens Bank, N.A. to manage our exposure to changes in LIBOR-based interest rates underlying our DDTL (Note 4). The fair value of our interest rate swap was estimated based on the present value of projected future cash flows using the LIBOR forward rate curve. The model used to value the interest rate swap included inputs of readily observable market data, a Level 2 input. As described in detail in Note 5, the fair value of the interest rate swap was a $1.5 million liability at March 31, 2019.

The following table presents our financial assets and liabilities accounted for at fair value on a recurring basis as of March 31, 2019 and December 31, 2018, by level within the fair value hierarchy:

(in thousands)
Description	Fair Value at March 31, 2019		Level 1		Level 2		Level 3
Liabilities
Interest rate swap	$	2,728	$	-	$	2,728	$	-
CVRs	$	-	$	-	$	-	$	-

Description	Fair Value at December 31, 2018		Level 1		Level 2		Level 3
Liabilities
Interest rate swap	$	496	$	-	$	496	$	-
CVRs	$	-	$	-	$	-	$	-

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

We do not have any financial assets and 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

We do not have any non-financial assets and 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

We measure our long-lived assets, including property, plant, and equipment, ROU assets, intangible assets, and goodwill, at fair value on a non-recurring basis. These assets are recognized at fair value when they are deemed to be other-than-temporarily impaired. No such fair value impairment was recognized in the three months ended March 31, 2019 and 2018. Please see Note 3 for discussion of assets and liabilities acquired in the acquisition of WellSpring.

Acquired Non-Financial Assets Measured at Fair Value

In March 2019, we entered into an agreement with Teva Pharmaceutical Industries Ltd. to purchase a basket of ANDAs for 35 previously-marketed generic drug products for $2.5 million in cash (Note 9). We made the $2.5 million cash payment using cash on hand and capitalized $10 thousand of costs directly related to the asset purchase. We accounted for this transaction as an asset purchase. The $2.5 million of ANDAs were recorded at their relative fair value, determined using Level 3 unobservable inputs. In order to determine the fair value of the product rights intangible assets, we used the present value of the estimated cash flows related to the product rights, using a discount rate of 15%. The ANDAs will be amortized in full over their 10-year useful lives, and will be tested for impairment when events or circumstances indicate that the carrying value of the asset may not be recoverable. No such triggering events were identified during the period from the date of acquisition to March 31, 2019 and therefore no impairment loss was recognized for the three months ended March 31, 2019.

In January 2019, we entered into an amendment to asset purchase agreements with Teva related to three purchases of baskets of ANDAs. Under the terms of the Asset Purchase Agreement Amendment, all royalty obligations of the Company owed to Teva with respect to products associated with ten ANDAs under the original asset purchase agreements ceased being effective as of December 31, 2018. As consideration for the termination of such future royalty obligations, we paid Teva a sum of $16.0 million in cash (Note 9). Upon payment of $16.0 million, the purchase price of each basket of ANDAs was increased to reflect the subsequent payment as if that payment had been made on the initial acquisition date. As a result, in addition to increasing the carrying value of the acquired ANDA intangible assets by $9.2 million, we recognized cumulative amortization expense of $6.8 million. The payment was allocated to the three ANDA baskets based on the relative fair value of the ANDA baskets, which were determined using Level 3 unobservable inputs. In order to determine the fair value of the acquired ANDA intangible assets, we used the present value of the estimated cash flows related to the ANDAs, using a discount rate of 12%. The additional carrying value will be amortized over the remaining useful lives of the three ANDA baskets and will be tested for impairment when events or circumstances indicate that the carrying value of the asset may not be recoverable. No such triggering events were identified during the period from the date of acquisition to March 31, 2019 and therefore no impairment loss was recognized for the three months ended March 31, 2019.

In April 2018, we entered into an agreement with Impax Laboratories, Inc. (now Amneal) to purchase the approved ANDAs for three previously-commercialized generic drug products, the approved ANDAs for two generic drug products that have not yet been commercialized, the development package for one generic drug product, a license, supply, and distribution agreement for a generic drug product with an ANDA that is pending approval, and certain manufacturing equipment required to manufacture one of the products, for $2.3 million in cash (Note 9). At the same time, we entered into a supply agreement with Amneal under which we may elect to purchase the finished goods for one of the products for up to 17 months beginning October 1, 2019, under certain conditions. If we do elect to purchase the finished goods from Amneal for this period, we may be required to pay a milestone payment of up to $10.0 million upon launch, depending on the number of competitors selling the product at the time of launch. This milestone payment was determined to be contingent consideration and will be recognized when the contingency is resolved.

The launch of one of the acquired products had the potential to trigger a milestone payment of $25.0 million to Teva, depending on the number of competitors selling the product at the time of launch. We recently launched this product and the payment was not triggered. As a result, no payment was owed and this contingent liability has been resolved. However, depending on the number of competitors selling the product one year after the launch date, we could be required to pay a second milestone of $15.0 million to Teva. This milestone was determined to be a contingent liability and will be recognized if and when it is both estimable and probable. Because we do not believe this milestone is probable, we did not record a contingent liability for the milestone. We made the $2.3 million cash payment using cash on hand and capitalized $0.1 million of costs directly related to the asset purchase. We accounted for this transaction as an asset purchase. The $1.0 million acquired ANDA intangible assets were recorded at their relative fair value, determined using Level 3 unobservable inputs. In order to determine the fair value of the acquired ANDA intangible assets, we used the present value of the estimated cash flows related to the approved ANDAs, using discount rates of 10 to 15%. The acquired ANDAs will be amortized in full over their 10-year useful lives, and will be tested for impairment when events or circumstances indicate that the carrying value of the assets may not be recoverable. The $58 thousand of manufacturing equipment used to manufacture one of the products was recorded at its relative fair value, based on the estimated net book value of the equipment purchased. The equipment will be amortized in full over its 5-year useful life, and will be tested for impairment when events or circumstances indicate that the carrying value of the asset may not be recoverable. No such triggering events were identified during the period from the date of acquisition to March 31, 2019 and therefore no impairment loss was recognized for the three months ended March 31, 2019. The $1.3 million of in-process research and development related to products with significant further work required in order to commercialize the products, and for which there is no alternative future use. The in-process research and development was recorded at its relative fair value, determined using Level 3 unobservable inputs. In order to determine the fair value of the in-process research and development, we used the present value of the estimated cash flows related to the products, using a discount rate of 75%, reflective of the higher risk associated with these products. As the transaction was accounted for as an asset purchase, the $1.3 million of in-process research and development was immediately recognized as research and development expense.

In April 2018, we entered into an agreement with IDT Australia, Limited to purchase the ANDAs for 23 previously-marketed generic drug products and API for four of the acquired products for $2.7 million in cash and a single-digit royalty on net profits from sales of one of the products (Note 9). We made the $2.7 million cash payment using cash on hand and capitalized $18 thousand of costs directly related to the asset purchase. We accounted for this transaction as an asset purchase. The $2.5 million acquired ANDA intangible assets were recorded at their relative fair value, determined using Level 3 unobservable inputs. In order to determine the fair value of the product rights intangible assets, we used the present value of the estimated cash flows related to the product rights, using discount rates of 10% to 15%. The acquired ANDA intangible assets will be amortized in full over their 10-year useful lives, and will be tested for impairment when events or circumstances indicate that the carrying value of the asset may not be recoverable. No such triggering events were identified during the period from the date of acquisition to March 31, 2019 and therefore no impairment loss was recognized for the three months ended March 31, 2019. We also recorded $0.2 million of raw materials inventory, measured at fair value. The fair value of the raw materials inventory was determined based on the estimated replacement cost.

- 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.

+ References + Details

BUSINESS, PRESENTATION, AND RECENT ACCOUNTING PRONOUNCEMENTS (Policies)

3 Months Ended

Mar. 31, 2019

Accounting Policies [Abstract]

Basis of Presentation

Principles of consolidation

Principles of Consolidation

Foreign Currency

Use of Estimates

Leases

Geographic Information

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

(in thousands)	Three Months Ended
Location of Operations	March 31, 2019		March 31, 2018
United States	$	50,900	$	46,483
Canada		1,987		-
Total Revenue	$	52,887	$	46,483

The following table depicts the Company’s property and equipment, net according to geographic location as of:

(in thousands)	March 31, 2019		December 31, 2018
United States		24,727	$	24,437
Canada		13,698		13,653
Total property and equipment, net	$	38,425	$	38,090

Recent Accounting Pronouncements

Recent Accounting Pronouncements Not Yet Adopted

Recently Adopted Accounting Pronouncements



we did not reassess if any expired or existing contracts are or contain leases;



we did not reassess the classification of any expired or existing leases.

Additionally, we made ongoing accounting policy elections whereby we (i) do not recognize right-of-use assets or lease liabilities for short-term leases (those with original terms of

-months or less) and (ii) combine lease and non-lease elements of our operating leases.

BUSINESS, PRESENTATION, AND RECENT ACCOUNTING PRONOUNCEMENTS (Tables)

3 Months Ended

Mar. 31, 2019

Accounting Policies [Abstract]

Revenue from External Customers by Geographic Areas

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

(in thousands)	Three Months Ended
Location of Operations	March 31, 2019		March 31, 2018
United States	$	50,900	$	46,483
Canada		1,987		-
Total Revenue	$	52,887	$	46,483

Schedule of LongLived Assets by Geographical Areas

The following table depicts the Company’s property and equipment, net according to geographic location as of:

(in thousands)	March 31, 2019		December 31, 2018
United States		24,727	$	24,437
Canada		13,698		13,653
Total property and equipment, net	$	38,425	$	38,090

REVENUE RECOGNITION AND RELATED ALLOWANCES (Tables)

3 Months Ended

Mar. 31, 2019

Revenue Recognition [Abstract]

Disaggregation of Revenue

The following table depicts the disaggregation of revenue according to contract type:

Products and Services	Three Months Ended
(in thousands)	March 31, 2019		March 31, 2018
Sales of generic pharmaceutical products	$	31,599	$	23,227
Sales of branded pharmaceutical products		17,543		16,595
Sales of contract manufactured products		2,437		945
Royalties from licensing agreements		577		5,382
Product development services		320		-
Other (1)		411		334
Total net revenues	$	52,887	$	46,483

(1)

Primarily includes laboratory services and royalties on sales of contract manufactured products

The following table depicts revenue recognized during the following periods:

Timing of Revenue Recognition	Three Months Ended
(in thousands)	March 31, 2019		March 31, 2018
Performance obligations transferred at a point in time	$	52,567	$	46,483
Performance obligations transferred over time		320		-
Total	$	52,887	$	46,483

Schedule Of Valuation And Qualifying Accounts Disclosure Text Block

The following table summarizes activity in the consolidated balance sheets for accruals and allowances for the three months ended March 31, 2019 and 2018, respectively:

(in thousands)	Accruals for Chargebacks, Rebates, Returns, and Other Allowances
										Administrative			Prompt
				Government						Fees and Other			Payment
	Chargebacks			Rebates			Returns			Rebates			Discounts
Balance at December 31, 2017	$	28,230		$	7,930		$	8,274		$	5,226		$	1,834
Accruals/Adjustments		38,217			1,795			3,644			7,584			1,890
Credits Taken Against Reserve		(42,696	)		(3,254	)		(2,898	)		(6,792	)		(2,142	)
Balance at March 31, 2018	$	23,751		$	6,471		$	9,020		$	6,018		$	1,582
Balance at December 31, 2018	$	39,007		$	8,974		$	12,552		$	7,353		$	2,009
Accruals/Adjustments		55,831			2,381			3,620			8,207			2,433
Credits Taken Against Reserve		(54,614	)		(2,803	)		(2,613	)		(8,272	)		(2,333	)
Balance at March 31, 2019	$	40,224		$	8,552		$	13,559		$	7,288		$	2,109

BUSINESS COMBINATION (Tables)

3 Months Ended

Mar. 31, 2019

Business Combinations [Abstract]

Schedule of Recognized Identified Assets Acquired and Liabilities Assumed

The following presents the preliminary allocation of the purchase price to the assets acquired and liabilities assumed on August 6, 2018:

	(in thousands)
Total Purchase Consideration	$	16,687

Cash and cash equivalents		220
Accounts receivable		1,311
Inventories		2,197
Prepaid expenses and other current assets		361
Property and equipment		13,935
Deferred tax assets, net		-
Goodwill		1,742
Total assets acquired		19,766

Accounts payable and other current liabilities		2,413
Deferred revenue		666
Total liabilties assumed		3,079
Net assets acquired	$	16,687

Business Acquisition, Pro Forma Information

(in thousands)	Three Months Ended March 31, 2018
Net revenues	$	49,556
Net income	$	1,237

INDEBTEDNESS (Tables)

3 Months Ended

Mar. 31, 2019

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

The carrying value of the current and non-current components of the Term Loan as of March 31, 2019 and December 31, 2018 are:

	Current
(in thousands)	March 31, 2019			December 31, 2018
Current borrowing on secured term loan	$	3,609		$	3,609
Deferred financing costs		(366	)		(353	)
Current component of non-current borrowing, net of deferred financing costs	$	3,243		$	3,256

	Non-current
(in thousands)	March 31, 2019			December 31, 2018
Non-current borrowing on secured term loan	$	67,676		$	68,578
Deferred financing costs		(1,175	)		(1,282	)
Non-current borrowing, net of deferred financing costs and current borrowing component	$	66,501		$	67,296

Schedule of Maturities of Long-term Debt

The contractual maturity of our Term Loan is as follows for the years ending December 31:

(in thousands)
2019 (remainder of the year)	$	2,707
2020		3,609
2021		5,414
2022		5,414
2023		54,141
Total	$	71,285

Convertible Debt

The carrying value of the Notes is as follows as of:

(in thousands)	March 31, 2019			December 31, 2018
Principal amount	$	118,750		$	118,750
Unamortized debt discount		(4,135	)		(5,648	)
Deferred financing costs		(465	)		(639	)
Net carrying value	$	114,150		$	112,463

Interest Income and Interest Expense Disclosure

	Three Months Ended
(in thousands)	March 31, 2019			March 31, 2018
Contractual coupon	$	1,631		$	1,724
Amortization of debt discount		1,513			1,737
Amortization of finance fees		360			370
Capitalized interest		(75	)		(192	)
	$	3,429		$	3,639

- 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
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=114775744&loc=d3e28541-108399

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21506-112644

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(e),(f))
-URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=114775744&loc=d3e28551-108399

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
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-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21521-112644

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
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-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21538-112644

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=75038535&loc=d3e64711-112823

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21475-112644

+ Details

EARNINGS PER SHARE (Tables)

3 Months Ended

Mar. 31, 2019

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

Earnings per share for the three months ended March 31, 2019 and 2018 are calculated for basic and diluted earnings per share as follows:

	Basic						Diluted
(in thousands, except per share amounts)	Three Months Ended March 31,						Three Months Ended March 31,
	2019			2018			2019			2018
Net income	$	449		$	2,250		$	449		$	2,250
Net income allocated to restricted stock		(9	)		(13	)		(9	)		(13	)
Net income allocated to common shares	$	440		$	2,237		$	440		$	2,237

Basic Weighted-Average Shares Outstanding		11,747			11,589			11,747			11,589
Dilutive effect of stock options and ESPP								76			117
Diluted Weighted-Average Shares Outstanding								11,823			11,706

Earnings Per Share	$	0.04		$	0.19		$	0.04		$	0.19

The number of anti-dilutive shares, which have been excluded from the computation of diluted earnings per share, including the shares underlying the Notes, was 4.1 million and 4.6

INVENTORIES (Tables)

3 Months Ended

Mar. 31, 2019

Inventory Disclosure [Abstract]

Schedule of Inventory, Current

Inventories consist of the following as of:

(in thousands)	March 31, 2019			December 31, ‎ 2018
Raw materials	$	29,750		$	27,671
Packaging materials		2,718			2,563
Work-in-progress		713			1,210
Finished goods		11,079			10,620
		44,260			42,064
Reserve for excess/obsolete inventories		(2,228	)		(1,561	)
Inventories, net	$	42,032		$	40,503

PROPERTY, PLANT, AND EQUIPMENT (Tables)

3 Months Ended

Mar. 31, 2019

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

Property and equipment consist of the following as of:

(in thousands)	March 31, 2019			December 31, ‎ 2018
Land	$	4,558		$	4,558
Buildings		10,079			10,079
Machinery, furniture, and equipment		31,050			26,814
Construction in progress		2,220			5,040
		47,907			46,491
Less: accumulated depreciation		(9,482	)		(8,401	)
Property and equipment, net	$	38,425		$	38,090

GOODWILL AND INTANGIBLE ASSETS (Tables)

3 Months Ended

Mar. 31, 2019

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets and Goodwill

The components of net definite-lived intangible assets are as follows:

(in thousands)	March 31, 2019					December 31, 2018
	Gross Carrying Amount		Accumulated Amortization			Gross Carrying Amount		Accumulated Amortization			Weighted Average Amortization Period
Acquired ANDA intangible assets	$	64,704	$	(25,321	)	$	46,194	$	(17,093	)		10.0 years
NDAs and product rights		230,974		(68,505	)		230,974		(62,222	)		10.0 years
Marketing and distribution rights		10,423		(7,532	)		10,423		(7,051	)		4.7 years
Non-compete agreement		624		(267	)		624		(245	)		7.0 years
	$	306,725	$	(101,625	)	$	288,215	$	(86,611	)

Finite-lived Intangible Assets Amortization Expense

Expected future amortization expense is as follows:

(in thousands)
2019 (remainder of the year)	$	25,209
2020		33,130
2021		31,684
2022		28,279
2023		27,531
2024 and thereafter		59,267
Total	$	205,100

STOCK-BASED COMPENSATION (Tables)

3 Months Ended

Mar. 31, 2019

Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs

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 March 31,
	2019		2018
Cost of sales	$	3	$	2
Research and development		5		1
Selling, general, and adminstrative		22		14
	$	30	$	17

The following table summarizes stock-based compensation expense incurred under the 2008 Plan and included in our accompanying unaudited interim condensed consolidated statements of operations:

(in thousands)	Three Months Ended March 31,
	2019		2018
Cost of sales	$	21	$	18
Research and development		113		160
Selling, general, and adminstrative		1,546		1,182
	$	1,680	$	1,360

Schedule of Share-based Compansation, Stock Option And Restricted Stock, Activity

A summary of stock option and restricted stock activity under the 2008 Plan during the three months ended March 31, 2019 and 2018 is presented below:

(in thousands)	Options			RSAs
Outstanding December 31, 2017		767			86
Granted		5			-
Options Exercised/RSAs Vested		(79	)		(16	)
Forfeited		(11	)		-
Outstanding March 31, 2018		682			70

Outstanding December 31, 2018		759			117
Granted		157			122
Options Exercised/RSAs Vested		(58	)		(11	)
Forfeited		(18	)		(2	)
Expired		(1	)		-
Outstanding March 31, 2019		839			226

COMMITMENTS AND CONTINGENCIES (Tables)

3 Months Ended

Mar. 31, 2019

Commitments and Contingencies Disclosure [Abstract]

Lease, Cost

Rent expense for the three months ended March 31, 2019 consisted of the following:

(in thousands)
Operating lease costs	$	44
Variable lease costs		13
Total lease costs	$	57

Lessee, Operating Lease, Liability, Maturity

A maturity analysis of our operating leases follows:

(in thousands)
Future payments:
2019 (remainder of the year)	$	138
2020		190
2021		129
2022		93
2023		36
2024 and thereafter		2
Total	$	588

Discount		(42	)
Lease liability		546
Current lease liability		(165	)
Non-current lease liability	$	381

FAIR VALUE DISCLOSURES (Tables)

3 Months Ended

Mar. 31, 2019

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

(in thousands)
Description	Fair Value at March 31, 2019		Level 1		Level 2		Level 3
Liabilities
Interest rate swap	$	2,728	$	-	$	2,728	$	-
CVRs	$	-	$	-	$	-	$	-

Description	Fair Value at December 31, 2018		Level 1		Level 2		Level 3
Liabilities
Interest rate swap	$	496	$	-	$	496	$	-
CVRs	$	-	$	-	$	-	$	-

BUSINESS, PRESENTATION, AND RECENT ACCOUNTING PRONOUNCEMENTS (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Revenues	$ 52,887	$ 46,483
United States [Member]
Revenues	50,900	46,483
Canada [Member]
Revenues	$ 1,987	$ 0

BUSINESS, PRESENTATION, AND RECENT ACCOUNTING PRONOUNCEMENTS (Details 1) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Property and equipment, net	$ 38,425	$ 38,090
United States [Member]
Property and equipment, net	24,727	24,437
Canada [Member]
Property and equipment, net	$ 13,698	$ 13,653

BUSINESS, PRESENTATION, AND RECENT ACCOUNTING PRONOUNCEMENTS (Details Textual) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended
	Jan. 31, 2019	Mar. 31, 2019
Operating Lease, Right-of-Use Asset	$ 500
Prepaid Rent	10
Operating Lease, Liability	500	$ 546
Deferred Tax Assets, Net of Valuation Allowance	100
Deferred Tax Liabilities, Net	100
Cumulative Effect on Retained Earnings, Net of Tax	$ 2	$ 2

REVENUE RECOGNITION AND RELATED ALLOWANCES (Details) - USD ($)
$ in Thousands

3 Months Ended

Mar. 31, 2019

Mar. 31, 2018

Revenue Recognition

$ 52,887

$ 46,483

Sales of generic pharmaceutical products [Member]

Revenue Recognition

31,599

23,227

Sales of branded pharmaceutical products [Member]

Revenue Recognition

17,543

16,595

Sales of contract manufactured products [Member]

Revenue Recognition

2,437

945

Royalties from licensing agreements [Member]

Revenue Recognition

577

5,382

Product development services [Member]

Revenue Recognition

320

Other [Member]

Revenue Recognition

^[1]

$ 411

$ 334

[1]	Primarily includes laboratory services and royalties on sales of contract manufactured products

REVENUE RECOGNITION AND RELATED ALLOWANCES (Details 1) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Revenues	$ 52,887	$ 46,483
Performance obligations transferred at a point in time [Member]
Revenues	52,567	46,483
Performance obligations transferred over time [Member]
Revenues	$ 320	$ 0

REVENUE RECOGNITION AND RELATED ALLOWANCES (Details 2) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Valuation and Qualifying Accounts Disclosure [Line Items]
Beginning balance	$ 47,705
Ending balance	48,849
Chargebacks
Valuation and Qualifying Accounts Disclosure [Line Items]
Beginning balance	39,007	$ 28,230
Accruals/Adjustments	55,831	38,217
Credits Taken Against Reserve	(54,614)	(42,696)
Ending balance	40,224	23,751
Government Rebates
Valuation and Qualifying Accounts Disclosure [Line Items]
Beginning balance	8,974	7,930
Accruals/Adjustments	2,381	1,795
Credits Taken Against Reserve	(2,803)	(3,254)
Ending balance	8,552	6,471
Returns
Valuation and Qualifying Accounts Disclosure [Line Items]
Beginning balance	12,552	8,274
Accruals/Adjustments	3,620	3,644
Credits Taken Against Reserve	(2,613)	(2,898)
Ending balance	13,559	9,020
Administrative Fees and Other Rebates
Valuation and Qualifying Accounts Disclosure [Line Items]
Beginning balance	7,353	5,226
Accruals/Adjustments	8,207	7,584
Credits Taken Against Reserve	(8,272)	(6,792)
Ending balance	7,288	6,018
Prompt Payment Discounts
Valuation and Qualifying Accounts Disclosure [Line Items]
Beginning balance	2,009	1,834
Accruals/Adjustments	2,433	1,890
Credits Taken Against Reserve	(2,333)	(2,142)
Ending balance	$ 2,109	$ 1,582

REVENUE RECOGNITION AND RELATED ALLOWANCES (Details Textual) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Revenues	$ 52,887	$ 46,483
Contract with Customer, Asset, Net	100		$ 100
Deferred Revenue, Current	624		$ 711
Deferred Revenue, Revenue Recognized	32
Performance Obligation From Prior Period [Member]
Revenues	(600)	$ 3,300
Sales Of Contract Manufactured Products [Member]
Revenue, Remaining Performance Obligation, Amount	6,400
Product Development Services [Member]
Revenue, Remaining Performance Obligation, Amount	$ 2,100
Minimum [Member] \| Product Development Services [Member]
Revenue, Remaining Performance Obligation, Remaining Period	3 months
Maximum [Member] \| Product Development Services [Member]
Revenue, Remaining Performance Obligation, Remaining Period	12 months
Customer One [Member]
Concentration Risk, Percentage	35.00%	34.00%
Customer Two [Member]
Concentration Risk, Percentage	23.00%	25.00%
Customer Three [Member]
Concentration Risk, Percentage	23.00%	20.00%
Customer One Two And Three [Member]
Concentration Risk, Percentage	81.00%

BUSINESS COMBINATION (Details) - USD ($) $ in Thousands	Aug. 08, 2018	Mar. 31, 2019	Dec. 31, 2018	Aug. 06, 2018
Goodwill		$ 3,580	$ 3,580
Acquisition of WellSpring
Total Purchase Consideration	$ 16,687
Cash and cash equivalents				$ 220
Accounts receivable				1,311
Inventories				2,197
Prepaid expenses and other current assets				361
Property and equipment				13,935
Deferred tax assets, net				0
Goodwill			$ 1,742	1,742
Total assets acquired				19,766
Accounts payable and other current liabilities				2,413
Deferred revenue				666
Total liabilties assumed				3,079
Net assets acquired				$ 16,687

BUSINESS COMBINATION (Details 1) $ in Thousands	3 Months Ended
BUSINESS COMBINATION (Details 1) $ in Thousands	Mar. 31, 2018 USD ($)
Net revenues	$ 49,556
Net income	$ 1,237

BUSINESS COMBINATION (Details Textual) - USD ($) $ in Thousands		3 Months Ended		12 Months Ended
	Aug. 06, 2018	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Revenues		$ 52,887	$ 46,483
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual		449	$ 2,250
WellSpring Pharma Services Inc [Member]
Business Combination, Consideration Transferred	$ 16,700
Revenues		2,000
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual		$ (1,200)
Business Combination, Acquisition Related Costs				$ 1,100
Business Combination Purchase Price Before Adjustments	$ 18,000

- Definition

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

+ References + Details

INDEBTEDNESS (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Current component of non-current borrowing, net of deferred financing costs	$ 3,243	$ 3,256
Non-current borrowing, net of deferred financing costs and current borrowing component	66,501	67,296
Long Term Debt Current [Member]
Borrowing on secured term loan	3,609	3,609
Deferred financing costs	(366)	(353)
Current component of non-current borrowing, net of deferred financing costs	3,243	3,256
Long Term Debt Noncurrent [Member]
Borrowing on secured term loan	67,676	68,578
Deferred financing costs	(1,175)	(1,282)
Non-current borrowing, net of deferred financing costs and current borrowing component	$ 66,501	$ 67,296

INDEBTEDNESS (Details 1) - Term Loan [Member] $ in Thousands	Dec. 31, 2018 USD ($)
2019 (remainder of the year)	$ 2,707
2020	3,609
2021	5,414
2022	5,414
2023	54,141
Total	$ 71,285

INDEBTEDNESS (Details 2) - Convertible Senior Notes [Member] - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018	Dec. 31, 2014
Principal amount	$ 118,750	$ 118,750	$ 143,800
Unamortized debt discount	(4,135)	(5,648)	$ (33,600)
Deferred financing costs	(465)	(639)
Net carrying value	$ 114,150	$ 112,463

INDEBTEDNESS (Details 3) - USD ($) $ in Thousands	3 Months Ended
INDEBTEDNESS (Details 3) - USD ($) $ in Thousands	Mar. 31, 2019	Mar. 31, 2018
Contractual coupon	$ 1,631	$ 1,724
Amortization of debt discount	1,513	1,737
Amortization of finance fees	360	370
Capitalized interest	(75)	(192)
Interest Expense, Debt	$ 3,429	$ 3,639

INDEBTEDNESS (Details Textual) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended		12 Months Ended
	Dec. 27, 2018	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018	Dec. 31, 2014	Dec. 31, 2017
Underlying Shares Of Common Stock Convertible Debt		1,709,002
Amortization of Debt Issuance Costs		$ 360	$ 370
Long-term Debt, Current Maturities		3,243		$ 3,256
Debt Instrument, Maturity Date	Dec. 01, 2019
Adjustments To Additional Paid In Capital Repurchase Of Convertible Notes And Unwinding Of Call Option Overlay Net		$ 1,700
Warrant [Member]
Class of Warrant or Right, Number of Securities Called by Warrants or Rights		1,709,002
Bond Hedge [Member]
Underlying Shares Of Common Stock Bond Hedge		1,709,002
Delayed Draw Term Loan [Member]
Line of Credit Facility, Maximum Borrowing Capacity	$ 118,000
Delayed Draw Term Loan [Member] \| Maximum [Member]
Debt Instrument, Basis Spread on Variable Rate		2.75%
Delayed Draw Term Loan Ticking Fee Percentage		0.50%
Delayed Draw Term Loan [Member] \| Minimum [Member]
Debt Instrument, Basis Spread on Variable Rate		1.50%
Delayed Draw Term Loan Ticking Fee Percentage		0.25%
Senior Secured Credit Facility [Member]
Debt Instrument, Description of Variable Rate Basis	LIBOR rate plus 1.50% to 2.75% per annum, depending on our total leverage ratio or an alternative base rate plus an applicable base rate margin, which varies within a range of 0.50% to 1.75%,
Debt Instrument, Covenant Description	which initially shall be no greater than 3.75 to 1.00 and a minimum fixed charge coverage ratio, which shall be greater than or equal to 1.25 to 1.00.
Line of Credit Facility, Maximum Borrowing Capacity	$ 265,200
Credit Agreement [Member]
Line of Credit Facility, Maximum Borrowing Capacity						$ 125,000
Prepaid Expenses and Other Current Assets [Member] \| Delayed Draw Term Loan [Member]
Debt Issuance Costs, Current, Net		$ 100
Prepaid Expenses and Other Current Assets [Member] \| Revolving Credit Facility [Member]
Debt Issuance Costs, Current, Net		300
Other Long-Term Assets [Member] \| Delayed Draw Term Loan [Member]
Debt Issuance Costs, Noncurrent, Net		400
Other Long-Term Assets [Member] \| Revolving Credit Facility [Member]
Debt Issuance Costs, Noncurrent, Net		900
Line of Credit Facility, Maximum Borrowing Capacity		75,000				$ 50,000
Convertible Senior Notes [Member]
Long-term Debt, Gross		118,750		118,750	$ 143,800
Proceeds from Issuance of Debt					$ 122,600
Short-term Debt, Percentage Bearing Fixed Interest Rate					3.00%
Per Note Principal					$ 1,000
Debt Instrument, Unamortized Discount		4,135		5,648	$ 33,600
Deferred Offering Costs					$ 5,500
Exercise Price Of Bond Hedge					$ 69.48
Class of Warrant or Right, Exercise Price of Warrants or Rights					$ 96.21
Net Adjustments To Additional Paid In Capital Bond Hedge Acquired Warrant Issued Net					$ 15,600
Amortization of Debt Issuance Costs					4,200
Payments of Stock Issuance Costs					$ 1,300
Debt Issuance Costs, Net		465		639
Debt Instrument, Repurchase Amount				25,000
Cash Received From Unwinding Call Option Overlay				400
Convertible Senior Notes [Member] \| Accrued Liabilities [Member]
Interest Payable, Current		$ 1,200		300
Line of Credit [Member] \| Maximum [Member]
Line of Credit Facility, Commitment Fee Percentage		0.50%
Line of Credit [Member] \| Minimum [Member]
Line of Credit Facility, Commitment Fee Percentage		0.25%
Term Loan [Member] \| Senior Secured Credit Facility [Member]
Long-term Debt, Gross		$ 71,300		72,200
Debt Issuance Costs, Net		1,600
Debt Instrument, Face Amount	72,200			$ 72,200
Debt Issuance Costs, Current, Net		$ 1,300
Long-term Debt, Current Maturities	$ 3,600
Debt Instrument, Maturity Date	Dec. 27, 2023
Term Loan [Member] \| Senior Secured Credit Facility [Member] \| Maximum [Member]
Debt Instrument, Basis Spread on Variable Rate		1.75%
Term Loan [Member] \| Senior Secured Credit Facility [Member] \| Minimum [Member]
Debt Instrument, Basis Spread on Variable Rate		0.50%
Current Long-term Debt [Member] \| Term Loan [Member] \| Senior Secured Credit Facility [Member]
Debt Issuance Costs, Current, Net		$ 400

DERIVATIVE FINANCIAL INSTRUMENT AND HEDGING ACTIVITY (Details Textual) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended
	Dec. 27, 2018	Mar. 31, 2019	Feb. 28, 2019	Dec. 31, 2018
Accumulated Other Comprehensive Income (Loss), Net of Tax		$ (2,199)		$ (379)
Term Loan [Member] \| Senior Secured Credit Facility [Member]
Debt Instrument, Face Amount	$ 72,200			$ 72,200
Interest rate swap [Member] \| Delayed Draw Term Loan [Member]
Derivative Asset, Notional Amount			$ 118,000
Derivative, Swaption Interest Rate			2.47%
Derivative Liability, Fair Value, Gross Liability		1,500
Unrealized Gain Loss On Interest Rate Cash Flow Hedges Net Of Tax Accumulated Other Comprehensive Income Loss		(1,200)
Accumulated Other Comprehensive Income (Loss), Net of Tax		(1,200)
Interest rate swap [Member] \| Term Loan [Member]
Derivative, Maturity Date	Dec. 27, 2023
Derivative Asset, Notional Amount	$ 72,200	$ 71,300
Derivative, Swaption Interest Rate		2.60%
Interest Expense		$ 18
Derivative Liability, Fair Value, Gross Liability		1,200
Unrealized Gain Loss On Interest Rate Cash Flow Hedges Net Of Tax Accumulated Other Comprehensive Income Loss		(600)
Accumulated Other Comprehensive Income (Loss), Net of Tax		$ (1,000)

EARNINGS PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Net income, Basic	$ 449	$ 2,250
Net income, Diluted	449	2,250
Net income allocated to common shares, Basic	440	2,237
Net income allocated to common shares, Diluted	$ 440	$ 2,237
Basic Weighted-Average Shares Outstanding	11,747	11,589
Dilutive effect of stock options and ESPP, Diluted	76	117
Diluted Weighted-Average Shares Outstanding, Diluted	11,823	11,706
Earnings Per Share, Basic	$ 0.04	$ 0.19
Earnings Per Share, Diluted	$ 0.04	$ 0.19
Restricted Stock [Member]
Net income allocated to restricted stock, Basic	$ (9)	$ (13)
Net income allocated to restricted stock, Diluted	$ (9)	$ (13)

EARNINGS PER SHARE (Details Textual) - shares shares in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	4.1	4.6

INVENTORIES (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Inventory [Line Items]
Raw materials	$ 29,750	$ 27,671
Packaging materials	2,718	2,563
Work-in-progress	713	1,210
Finished goods	11,079	10,620
Inventory, Gross, Total	44,260	42,064
Reserve for excess/obsolete inventories	(2,228)	(1,561)
Inventories, net	$ 42,032	$ 40,503

INVENTORIES (Details Textual)	3 Months Ended
INVENTORIES (Details Textual)	Mar. 31, 2019	Mar. 31, 2018
Three Suppliers Three Months Ended March 31 2019 [Member]
Concentration Risk, Percentage	55.00%
Two Suppliers Three Months Ended March 31 2018 [Member]
Concentration Risk, Percentage		29.00%

PROPERTY, PLANT, AND EQUIPMENT (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Property, Plant and Equipment, Gross, Total	$ 47,907	$ 46,491
Less: accumulated depreciation	(9,482)	(8,401)
Property and equipment, net	38,425	38,090
Land [Member]
Property, Plant and Equipment, Gross, Total	4,558	4,558
Buildings [Member]
Property, Plant and Equipment, Gross, Total	10,079	10,079
Machinery, furniture and equipment [Member]
Property, Plant and Equipment, Gross, Total	31,050	26,814
Construction in progress [Member]
Property, Plant and Equipment, Gross, Total	$ 2,220	$ 5,040

PROPERTY, PLANT, AND EQUIPMENT (Details Textual) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Depreciation	$ 1.1	$ 0.3
Interest Costs Capitalized	$ 0.1	$ 0.2

GOODWILL AND INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
GOODWILL AND INTANGIBLE ASSETS
Gross Carrying Amount	$ 306,725	$ 288,215
Accumulated Amortization	(101,625)	(86,611)
Acquired ANDA intangible assets
GOODWILL AND INTANGIBLE ASSETS
Gross Carrying Amount	64,704	46,194
Accumulated Amortization	$ (25,321)	(17,093)
Weighted Average Amortization Period	10 years
NDAs and product rights
GOODWILL AND INTANGIBLE ASSETS
Gross Carrying Amount	$ 230,974	230,974
Accumulated Amortization	$ (68,505)	(62,222)
Weighted Average Amortization Period	10 years
Marketing and distribution rights
GOODWILL AND INTANGIBLE ASSETS
Gross Carrying Amount	$ 10,423	10,423
Accumulated Amortization	$ (7,532)	(7,051)
Weighted Average Amortization Period	4 years 8 months 12 days
Non-compete agreement
GOODWILL AND INTANGIBLE ASSETS
Gross Carrying Amount	$ 624	624
Accumulated Amortization	$ (267)	$ (245)
Weighted Average Amortization Period	7 years

GOODWILL AND INTANGIBLE ASSETS (Details 1) $ in Thousands	Mar. 31, 2019 USD ($)
GOODWILL AND INTANGIBLE ASSETS
2019 (remainder of the year)	$ 25,209
2020	33,130
2021	31,684
2022	28,279
2023	27,531
2024 and thereafter	59,267
Total	$ 205,100

GOODWILL AND INTANGIBLE ASSETS (Details Textual) - USD ($) $ in Thousands	1 Months Ended			3 Months Ended
	Jan. 31, 2019	May 31, 2018	Apr. 30, 2018	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018	Aug. 06, 2018
GOODWILL AND INTANGIBLE ASSETS
Amortization of Intangible Assets				$ 15,000	$ 7,900
Payments to Acquire Intangible Assets				18,510	$ 0
Goodwill				3,580		$ 3,580
Finite-Lived Intangible Assets, Gross				306,725		288,215
WellSpring Pharma Services Inc [Member]
GOODWILL AND INTANGIBLE ASSETS
Goodwill						1,742	$ 1,742
BioSante Pharmaceuticals Inc [Member]
GOODWILL AND INTANGIBLE ASSETS
Goodwill				$ 1,800
Teva Pharmaceuticals [Member]
GOODWILL AND INTANGIBLE ASSETS
Payments to Acquire Intangible Assets	$ 16,000
Cumulative Amortization Expense	$ 6,800
Acquired ANDA Intangible Assets [Member]
GOODWILL AND INTANGIBLE ASSETS
Finite-Lived Intangible Asset, Useful Life				10 years
Finite-Lived Intangible Assets, Gross				$ 64,704		$ 46,194
Acquired ANDA Intangible Assets [Member] \| Teva Pharmaceuticals [Member]
GOODWILL AND INTANGIBLE ASSETS
Payments to Acquire Intangible Assets				$ 2,500
Finite-Lived Intangible Asset, Useful Life				10 years
Finite-Lived Intangible Assets, Gross				$ 2,500
Acquisition Costs Capitalized				$ 10
Acquired New Drug Applications [Member] \| IDT Australia Limited [Member]
GOODWILL AND INTANGIBLE ASSETS
Payments to Acquire Intangible Assets			$ 2,700
Finite-Lived Intangible Asset, Useful Life			10 years
Finite-Lived Intangible Assets, Gross			$ 2,500
Acquisition Costs Capitalized			$ 18
Abbreviated New Drug Applications [Member] \| Impax Laboratories Inc [Member]
GOODWILL AND INTANGIBLE ASSETS
Payments to Acquire Intangible Assets		$ 2,300
Finite-Lived Intangible Asset, Useful Life		10 years
Finite-Lived Intangible Assets, Gross		$ 1,000
Acquisition Costs Capitalized		$ 100

STOCK-BASED COMPENSATION (Details) - USD ($) $ in Thousands	3 Months Ended
STOCK-BASED COMPENSATION (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Mar. 31, 2018
Stock Incentive Plan 2008 [Member]
Allocated Share-based Compensation Expense	$ 1,680	$ 1,360
Employee Stock Purchase Plan 2016 [Member]
Allocated Share-based Compensation Expense	30	17
Cost of sales [Member] \| Stock Incentive Plan 2008 [Member]
Allocated Share-based Compensation Expense	21	18
Cost of sales [Member] \| Employee Stock Purchase Plan 2016 [Member]
Allocated Share-based Compensation Expense	3	2
Research and development Expense [Member] \| Stock Incentive Plan 2008 [Member]
Allocated Share-based Compensation Expense	113	160
Research and development Expense [Member] \| Employee Stock Purchase Plan 2016 [Member]
Allocated Share-based Compensation Expense	5	1
Selling, general and administrative Expenses [Member] \| Stock Incentive Plan 2008 [Member]
Allocated Share-based Compensation Expense	1,546	1,182
Selling, general and administrative Expenses [Member] \| Employee Stock Purchase Plan 2016 [Member]
Allocated Share-based Compensation Expense	$ 22	$ 14

STOCK-BASED COMPENSATION (Details 1) - shares shares in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Options [Member]
Option Shares
Outstanding at the beginning of the period (in shares)	759	767
Granted (in shares)	157	5
Options Exercised/RSAs Vested (in shares)	(58)	(79)
Forfeited (in shares)	(18)	(11)
Expired (in shares)	(1)
Outstanding at the end of the period (in shares)	839	682
Restricted Stock Awards [Member]
Option Shares
Outstanding at the beginning of the period (in shares)	117	86
Granted (in shares)	122	0
Options Exercised/RSAs Vested (in shares)	(11)	(16)
Forfeited (in shares)	(2)	0
Expired (in shares)	0
Outstanding at the end of the period (in shares)	226	70

STOCK-BASED COMPENSATION (Details Textual) shares in Millions	3 Months Ended
	Mar. 31, 2019 shares
Stock Incentive Plan 2008 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant	0.3
Employee Stock Purchase Plan 2016 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized	0.2
Share-based Compensation Arrangement by Share-based Payment Award, Discount from Market Price, Purchase Date	15.00%

INCOME TAXES (Details Textual) - USD ($) $ in Millions	3 Months Ended
INCOME TAXES (Details Textual) - USD ($) $ in Millions	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Effective Income Tax Rate Reconciliation, Percent		20.80%
Effective Income Tax Rate Continuing Operatings In United States	22.00%
ANI Canada [Member]
Deferred Tax Assets, Valuation Allowance	$ 1.9		$ 1.9

COMMITMENTS AND CONTINGENCIES (Details 1) $ in Thousands	3 Months Ended
COMMITMENTS AND CONTINGENCIES (Details 1) $ in Thousands	Mar. 31, 2019 USD ($)
Operating lease costs	$ 44
Variable lease costs	13
Total lease costs	$ 57

COMMITMENTS AND CONTINGENCIES (Details 2) - USD ($) $ in Thousands	Mar. 31, 2019	Jan. 31, 2019
2019 (remainder of the year)	$ 138
2020	190
2021	129
2022	93
2023	36
2024 and thereafter	2
Total	588
Discount	(42)
Lease liability	546	$ 500
Current lease liability	(165)
Non-current lease liability	$ 381

COMMITMENTS AND CONTINGENCIES (Details Textual) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
COMMITMENTS AND CONTINGENCIES
Revenue, Net	$ 52,887	$ 46,483
Percentage Of Royalties On Net Sales Of Unapproved Products	less than 1%	less than 1%
Operating Lease, Weighted Average Remaining Lease Term	3 years 1 month 6 days
Maximum [Member]
COMMITMENTS AND CONTINGENCIES
Lessee, Operating Lease, Discount Rate	8.95%
Minimum [Member]
COMMITMENTS AND CONTINGENCIES
Lessee, Operating Lease, Discount Rate	4.02%
Unapproved Products [Member]
COMMITMENTS AND CONTINGENCIES
Revenue, Net	$ 5,400	$ 5,600
Unapproved Products [Member] \| Contract Customer [Member]
COMMITMENTS AND CONTINGENCIES
Revenue, Net	$ 600	$ 400

FAIR VALUE DISCLOSURES (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Contingent Value Rights [Member]
Financial Liabilities Fair Value Disclosure	$ 0	$ 0
Interest rate swap [Member]
Financial Liabilities Fair Value Disclosure	2,728	496
Fair Value, Inputs, Level 1 [Member] \| Contingent Value Rights [Member]
Financial Liabilities Fair Value Disclosure	0	0
Fair Value, Inputs, Level 1 [Member] \| Interest rate swap [Member]
Financial Liabilities Fair Value Disclosure	0	0
Fair Value, Inputs, Level 2 [Member] \| Contingent Value Rights [Member]
Financial Liabilities Fair Value Disclosure	0	0
Fair Value, Inputs, Level 2 [Member] \| Interest rate swap [Member]
Financial Liabilities Fair Value Disclosure	2,728	496
Fair Value, Inputs, Level 3 [Member] \| Contingent Value Rights [Member]
Financial Liabilities Fair Value Disclosure	0	0
Fair Value, Inputs, Level 3 [Member] \| Interest rate swap [Member]
Financial Liabilities Fair Value Disclosure	$ 0	$ 0

FAIR VALUE DISCLOSURES (Details Textual) - USD ($) $ in Thousands	1 Months Ended			3 Months Ended
	Jan. 31, 2019	May 31, 2018	Apr. 30, 2018	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Fair Values Inputs Assets Quantitative Information [Line Items]
Payments to Acquire Intangible Assets				$ 18,510	$ 0
Convertible Debt, Current				114,150		$ 112,463
Finite-Lived Intangible Assets, Gross				306,725		288,215
Inventory, Raw Materials, Gross				$ 29,750		27,671
Measurement Input, Discount Rate [Member]
Fair Values Inputs Assets Quantitative Information [Line Items]
Fair Values Inputs Discount Rate				15.00%
Interest rate swap [Member] \| Delayed Draw Term Loan [Member]
Fair Values Inputs Assets Quantitative Information [Line Items]
Interest Rate Derivative Liabilities, at Fair Value				$ 1,500
Impax Laboratories, Inc. [Member] \| Equipment [Member]
Fair Values Inputs Assets Quantitative Information [Line Items]
Finite-Lived Intangible Assets, Gross			$ 58
Finite-Lived Intangible Asset, Useful Life			5 years
Fair Value, Inputs, Level 1 [Member]
Fair Values Inputs Assets Quantitative Information [Line Items]
Notes Payable, Fair Value Disclosure				130,300
Term Loan [Member] \| Senior Secured Credit Facility [Member]
Fair Values Inputs Assets Quantitative Information [Line Items]
Long-term Debt, Gross				71,300		72,200
Term Loan [Member] \| Interest rate swap [Member]
Fair Values Inputs Assets Quantitative Information [Line Items]
Interest Rate Derivative Liabilities, at Fair Value				1,200
Abbreviated New Drug Applications [Member] \| IDT Australia Limited [Member] \| Maximum [Member]
Fair Values Inputs Assets Quantitative Information [Line Items]
Fair Values Inputs Discount Rate			15.00%
Abbreviated New Drug Applications [Member] \| IDT Australia Limited [Member] \| Minimum [Member]
Fair Values Inputs Assets Quantitative Information [Line Items]
Fair Values Inputs Discount Rate			10.00%
Abbreviated New Drug Applications [Member] \| Impax Laboratories, Inc. [Member]
Fair Values Inputs Assets Quantitative Information [Line Items]
Payments to Acquire Intangible Assets		$ 2,300
Finite-Lived Intangible Assets, Gross		$ 1,000
Finite-Lived Intangible Asset, Useful Life		10 years
Acquisition Costs Capitalized		$ 100
Contingent Consideration In An Asset Purchase		$ 10,000
Abbreviated New Drug Applications [Member] \| Impax Laboratories, Inc. [Member] \| Maximum [Member] \| Measurement Input, Discount Rate [Member]
Fair Values Inputs Assets Quantitative Information [Line Items]
Fair Values Inputs Discount Rate		15.00%
Abbreviated New Drug Applications [Member] \| Impax Laboratories, Inc. [Member] \| Minimum [Member] \| Measurement Input, Discount Rate [Member]
Fair Values Inputs Assets Quantitative Information [Line Items]
Fair Values Inputs Discount Rate		10.00%
Acquired New Drug Applications [Member] \| IDT Australia Limited [Member]
Fair Values Inputs Assets Quantitative Information [Line Items]
Payments to Acquire Intangible Assets			$ 2,700
Finite-Lived Intangible Assets, Gross			$ 2,500
Finite-Lived Intangible Asset, Useful Life			10 years
Acquisition Costs Capitalized			$ 18
Inventory, Raw Materials, Gross			$ 200
Acquired ANDA Intangible Assets [Member]
Fair Values Inputs Assets Quantitative Information [Line Items]
Finite-Lived Intangible Assets, Gross				$ 64,704		$ 46,194
Finite-Lived Intangible Asset, Useful Life				10 years
Fair Values Inputs Discount Rate				15.00%
In Process Research and Development [Member] \| Impax Laboratories, Inc. [Member]
Fair Values Inputs Assets Quantitative Information [Line Items]
Research and Development in Process		$ 1,300
In Process Research and Development [Member] \| Impax Laboratories, Inc. [Member] \| Measurement Input, Discount Rate [Member]
Fair Values Inputs Assets Quantitative Information [Line Items]
Fair Values Inputs Discount Rate		75.00%
Teva Pharmaceuticals USA, Inc. ("Teva") [Member]
Fair Values Inputs Assets Quantitative Information [Line Items]
Payments to Acquire Intangible Assets	$ 16,000
Fair Values Inputs Discount Rate	12.00%
Cumulative Amortization Expense	$ 6,800
Additional Net Carrying Value Added To Finite Lived Intangible Assets Acquired	$ 9,200
Teva Pharmaceuticals USA, Inc. ("Teva") [Member] \| Milestone One [Member]
Fair Values Inputs Assets Quantitative Information [Line Items]
Contingent Liability Not Recognized		$ 25,000
Teva Pharmaceuticals USA, Inc. ("Teva") [Member] \| Milestone Two [Member]
Fair Values Inputs Assets Quantitative Information [Line Items]
Contingent Liability Not Recognized		$ 15,000
Teva Pharmaceuticals USA, Inc. ("Teva") [Member] \| Acquired ANDA Intangible Assets [Member]
Fair Values Inputs Assets Quantitative Information [Line Items]
Payments to Acquire Intangible Assets				$ 2,500
Finite-Lived Intangible Assets, Gross				$ 2,500
Finite-Lived Intangible Asset, Useful Life				10 years
Acquisition Costs Capitalized				$ 10
Fair Values Inputs Discount Rate				15.00%