8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 10, 2018

Amneal Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Delaware	333-221707	32-0546926
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

c/o Amneal Pharmaceuticals LLC	08807
400 Crossing Blvd., 3rd Floor Bridgewater, New Jersey	(Zip Code)
(Address of principal executive offices)

Registrant’s telephone number, including area code: (908) 409-6700

Atlas Holdings, Inc.
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Explanatory Note

As previously reported under Item 2.01 in the Current Report on Form 8-K filed by Amneal Pharmaceuticals, Inc., a Delaware corporation (the “Company”), on May 7, 2018 (the “Original Report”), the transactions (the “Business Combination Transactions”) pursuant to the Business Combination Agreement (the “Business Combination Agreement”), dated as of October 17, 2017, as amended, by and among the Company, Impax Laboratories, LLC (f/k/a Impax Laboratories, Inc.) (“Impax”), K2 Merger Sub Corporation and Amneal Pharmaceuticals LLC (“Amneal”), were consummated on May 4, 2018, and each of Impax and Amneal became subsidiaries of the Company.

This Current Report on Form 8-K/A amends the Original Report to provide certain additional historical financial information for each of Impax and Amneal that are required by Item 9.01(a) of Form 8-K in connection with the Business Combination Transaction and should be read in conjunction with the Original Report. Except as set forth herein, no other modifications have been made to the Original Report.

Item 9.01     Financial Statements and Exhibits.

(a)     Financial Statements of Business Acquired.

The audited consolidated balance sheets of Impax as of December 31, 2017 and December 31, 2016, the related audited consolidated statements of operations, comprehensive (loss) income, changes in stockholders’ equity and cash flows for Impax for each of the years in the three year period ended December 31, 2017, and the notes thereto, including the related report of the independent registered public accounting firm thereon, included in the Company’s Registration Statement on Form S-1 filed with the SEC on May 7, 2018 (as amended), are hereby incorporated by reference herein.

The unaudited consolidated balance sheet of Impax as of March 31, 2018, the related unaudited consolidated statements of operations, comprehensive (loss) income and cash flows for Impax for the three months ended March 31, 2018 and March 31, 2017, and the notes thereto contained in the Quarterly Report on Form 10-Q filed by Impax on May 10, 2018 are hereby incorporated by reference herein.

The audited consolidated balance sheets of Amneal as of December 31, 2017 and December 31, 2016, the related audited consolidated statements of income, comprehensive income, changes in members’ deficit and cash flows for Amneal for each of the years in the three year period ended December 31, 2017, and the notes thereto, including the related report of the independent registered public accounting firm thereon, included in the Company’s Registration Statement on Form S-1 filed with the SEC on May 7, 2018 (as amended) (the foregoing the “2017 Amneal Financial Statements”), are hereby incorporated by reference herein. The disclosures in this Current Report should be read in conjunction with the 2017 Amneal Financial Statements.

The unaudited consolidated balance sheet of Amneal as of March 31, 2018 and December 31, 2017, the related unaudited consolidated statements of income, and cash flows for Amneal for the three months ended March 31, 2018 and March 31, 2017 are filed as Exhibit 99.1 to this Current Report on Form 8-K/A and incorporated herein by reference.

(b) Pro Forma Financial Information.

The unaudited pro forma condensed combined balance sheet of the Company as of December 31, 2017, and the unaudited pro forma condensed combined statements of operations of the Company for the fiscal year ended December 31, 2017, and the notes thereto, included in the Company’s Registration Statement on Form S-1 filed with the SEC on May 7, 2018 (as amended), are hereby incorporated by reference herein.

The unaudited pro forma condensed combined balance sheet of the Company as of March 31, 2018 and the unaudited pro forma condensed combined statements of operations of the Company for the three months ended March 31, 2018, and the notes thereto, will be filed by amendment no later than 71 calendar days after the date that the Original Report was required to be filed.

(d) Exhibits.

Exhibit No.	Description
99.1	Unaudited consolidated balance sheet of Amneal as of March 31, 2018 and December 31, 2017, the related unaudited consolidated statements of income and cash flows for Amneal for the three months ended March 31, 2018.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Date:  May 10, 2018

AMNEAL PHARMACEUTICALS, INC.
By:	/s/ Bryan M. Reasons
Name:	Bryan M. Reasons
Title:	Senior Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

AMNEAL PHARMACEUTICALS LLC AND SUBSIDIARIES

FINANCIAL STATEMENTS

AMNEAL PHARMACEUTICALS LLC AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
	(Unaudited; in thousands except unit amounts)
		March 31, 2018		December 31, 2017
	Assets
	Current assets:
	Cash and cash equivalents	$	48,224	$	74,166
	Restricted cash	4,393		3,756
	Trade accounts receivable – net	346,680		351,367
	Inventories	327,886		284,038
	Prepaid expenses and other current assets	37,299		42,396
	Related-party receivables	10,982		16,210
	Total current assets	775,464		771,933
	Property, plant, and equipment – net	489,947		486,758
	Goodwill	26,338		26,444
	Intangible assets – net	48,166		44,599
	Other assets	18,873		12,155
	Total assets	$	1,358,788	$	1,341,889
	Liabilities and members’ deficit
	Current liabilities:
	Accounts payable	$	84,221	$	70,013
	Accrued liabilities	79,887		78,742
	Accrued returns allowance	49,084		45,175
	Current portion of financing obligations	244		311
	Taxes payable	1,076		849
	Revolving credit facility	75,000		75,000
	Current portion of long-term debt	14,171		14,171
	Related-party payables	9,368		12,622
	Total current liabilities	313,051		296,883
	Long-term debt, net	1,352,901		1,355,274
	Long-term portion of financing obligations	39,286		39,987
	Deferred income taxes	2,091		2,491
	Other long-term liabilities	4,726		7,793
	Related party payable – long-term	15,552		15,043
	Total long-term liabilities	$	1,414,556	$	1,420,588
	Members’ equity (189,000,000 units authorized, issued and outstanding at March 31, 2018 and December 31, 2017)	2,716		2,716
	Additional paid-in capital	—		8,562
	Accumulated other comprehensive loss	(24,189)		(14,232)
	Accumulated deficit	(357,980)		(382,785)
	Subtotal – members’ deficit	(379,453)		(385,739)
	Non-controlling interest	10,634		10,157
	Total members’ deficit	(368,819)		(375,582)
	Total liabilities and members’ deficit	$	1,358,788	$	1,341,889

AMNEAL PHARMACEUTICALS LLC AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME
	(Unaudited; in thousands)
		Three months ended
		March 31, 2018		March 31, 2017
	Net revenue	$	275,189	$	225,681
	Cost of goods sold	121,371		104,435
	Depreciation and amortization	9,223		5,230
	Gross profit	144,595		116,016
	Selling, general, and administrative	23,739		26,360
	Research and development	40,063		35,391
	Intellectual property legal development expenses	4,576		6,167
	Depreciation	5,528		5,370
	Acquisition and transaction-related expenses	7,135		—
	Operating profit	63,554		42,728
	Interest expense	(21,051)		(14,161)
	Foreign exchange gain	8,565		14,597
	Other income	948		100
	Total other (expense) income , net	(11,538)		536
	Income before tax	52,016		43,264
	Income tax provision	364		1,003
	Net income	51,652		42,261
	Less net income attributable to non-controlling interest	(117)		(408)
	Net income attributable to Amneal Pharmaceuticals LLC and Subsidiaries	$	51,535	$	41,853

AMNEAL PHARMACEUTICALS LLC AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited; in thousands)
	Three months ended
	March 31, 2018			March 31, 2017
Operating activities:
Net income	$	51,652		$	42,261
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	14,751			10,600
Unrealized foreign currency gain	(8,327)			(14,245)
Amortization of debt issuance costs	1,170			942
Gain on termination of lease	(3,524)			—
Deferred tax provision	(512)			(577)
Inventory provision	2,845			1,137
Allowance for doubtful accounts provision	93			(120)
Changes in assets and liabilities:
Trade accounts receivable – net	4,981			41,064
Inventories	(47,589)			(18,120)
Prepaid expenses and other current assets	8,185			(45)
Related-party receivables	5,215			4,280
Other assets	(6,694)			(200)
Accounts payable	14,318			(382)
Accrued returns allowance	3,804			2,166
Taxes payable	189			653
Accrued expenses and other current liabilities	(3,846)			1,485
Other liabilities	860			(1,224)
Related-party payables	(10,542)			(267)
Net cash provided by operating activities	$	27,029		$	69,408
Investing activities:
Purchases of property, plant, and equipment	(19,499)			(24,757)
Net cash used in investing activities	$	(19,499	)	$	(24,757	)
Financing activities:
Payments on capital leases	—			(22		)
Repayments on financing obligations	(63		)	(61		)
Net (payments) borrowings from revolving credit line	—			(25,000		)
Payments on term loan debt	(3,543		)	(2,905		)
Equity contributions	—			40
Dividend to non-controlling interest	360			—
Distribution to members	(30,000		)	—
Net cash used in financing activities	$	(33,246	)	$	(27,948	)
Effect of foreign exchange rate on cash	411			1,080
Net (decrease) increase in cash, cash equivalents, and restricted cash	(25,305)			17,783
Cash, cash equivalents, and restricted cash – beginning of period	77,922			37,546
Cash, cash equivalents, and restricted cash – end of period	$	52,617		$	55,329
Cash, and cash equivalents – end of period	48,224			50,297
Restricted cash – end of period	4,393			5,032
Cash, cash equivalents, and restricted cash – end of period	$	52,617		$	55,329
Schedule of Non-Cash Investing and Financing Activities:
Purchases of property, plant, and equipment	1,849			2,083
Additions to intangible assets	5,000			—
Distribution to members	8,562			—