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REVENUE RECOGNITION AND RELATED ALLOWANCES
6 Months Ended
Jun. 30, 2020
REVENUE RECOGNITION AND RELATED ALLOWANCES  
REVENUE RECOGNITION AND RELATED ALLOWANCES

2.    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:

Three Months Ended

Six Months Ended

Products and Services

June 30, 

June 30, 

June 30, 

June 30, 

(in thousands)

    

2020

    

2019

    

2020

    

2019

    

Sales of generic pharmaceutical products

$

33,400

$

36,255

$

70,895

$

67,854

Sales of branded pharmaceutical products

 

10,633

 

13,996

 

19,790

 

31,539

Sales of contract manufactured products

 

2,900

 

3,687

 

4,874

 

6,124

Royalties from licensing agreements

 

491

 

(251)

 

781

 

326

Product development services

 

885

 

411

 

1,462

 

731

Other(1)

 

161

 

259

 

442

 

670

Total net revenues

$

48,470

$

54,357

$

98,244

$

107,244

(1)

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

The following table depicts revenue recognized during the following periods:

Three Months Ended

Six Months Ended

Timing of Revenue Recognition

June 30, 

June 30, 

June 30, 

June 30, 

(in thousands)

    

2020

    

2019

    

2020

    

2019

    

Performance obligations transferred at a point in time

$

47,585

$

53,946

$

96,782

$

106,513

Performance obligations transferred over time

 

885

 

411

 

1,462

 

731

Total

$

48,470

$

54,357

$

98,244

$

107,244

In the three and six months ended June 30, 2020 and 2019, we did not incur, and therefore did not defer, any material incremental costs to obtain contracts. We recognized a decrease of $5.7 million to net revenue from performance obligations satisfied in prior periods during the six months ended June 30, 2020, consisting primarily of revised estimates for variable consideration, including chargebacks, rebates, returns, and other allowances, related to prior period sales. We recognized a decrease of $3.5 million of net revenue from performance obligations satisfied in prior periods during the six months ended June 30, 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 provide technical transfer services to customers, for which services are transferred over time. As a result, we had less than $0.1 million of contract assets related to revenue recognized based on a percentage of completion but not yet billed at both June 30, 2020 and December 31, 2019 and $0.1 million and $0.5 million of deferred revenue at June 30, 2020 and December 31, 2019, respectively. For the six months ended June 30, 2020, we recognized $0.3 million of revenue that was included in deferred revenue as of December 31, 2019.

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, 2019.

The following table summarizes activity in the consolidated balance sheets for accruals and allowances for the six months ended June 30, 2020 and 2019, respectively:

Accruals for Chargebacks, Returns, and Other Allowances

Administrative

Prompt

Government

Fees and Other

Payment

(in thousands)

    

Chargebacks

    

Rebates

    

Returns

    

Rebates

    

Discounts

Balance at December 31, 2018 (1)

$

39,007

$

8,974

$

12,552

$

7,353

$

2,009

Accruals/Adjustments

 

120,706

 

7,650

 

8,248

 

17,123

 

5,174

Credits Taken Against Reserve

 

(122,344)

(5,681)

 

(6,144)

 

(16,971)

 

(4,909)

Balance at June 30, 2019 (1)

$

37,369

$

10,943

$

14,656

$

7,505

$

2,274

Balance at December 31, 2019 (1)

$

49,882

$

8,901

$

16,595

$

8,281

$

2,549

Accruals/Adjustments

 

181,986

 

7,519

 

14,103

 

17,392

 

6,551

Credits Taken Against Reserve

 

(169,345)

(6,703)

 

(10,695)

 

(17,161)

 

(6,277)

Balance at June 30, 2020 (1)

$

62,523

$

9,717

$

20,003

$

8,512

$

2,823

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

Contract Manufacturing Product Sales Revenue

Contract manufacturing arrangements consists of agreements in which we manufacture a pharmaceutical product on behalf of a 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 June 30, 2020, the aggregate amount of the transaction price allocated to the remaining performance obligations for all open contract manufacturing customer contracts was $5.8 million, which consists of firm orders for contract manufactured products. We will recognize revenue for these performance obligations as they are satisfied, which is anticipated within 12 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.

Pursuant to a 2012 Tripartite Agreement (the “Tripartite Agreement”) between the Company, The Regents of the University of California (“The Regents”), and Cabaret Biotech Ltd., an Israeli corporation (“Cabaret”) (as assignee

of Dr. Zelig Eshhar’s rights under the Tripartite Agreement), and subsequent amendments thereto and assignments thereof, we are entitled to receive a percentage of the milestone and sales royalty payments paid to Cabaret by Kite Pharma, Inc. (“Kite”), a subsidiary of Gilead Sciences, Inc., under a license agreement. Under such license agreement, Kite licensed from Dr. Eshhar and Cabaret the patent rights covered by the Tripartite Agreement and agreed to make certain payments to Cabaret based on, among other things, Kite’s sales of Yescarta®. Under the Tripartite Agreement, portions of these payments are to be distributed to The Regents and to us.

We record royalty income related to Yescarta® on an accrual basis utilizing our best estimate of royalties earned based upon information available in the public domain, our understanding of the various agreements governing the royalty, and other information received from time to time from the relevant parties. Generally, cash is received directly from Cabaret once a year. Currently, the agreements governing this royalty are subject to multiple litigations in multiple jurisdictions, including litigation between Cabaret and Kite, and separately, the Company and Cabaret. In addition, the Israeli Tax Authority has taken the position that any payments from Cabaret to us are subject to mandatory withholding tax. The Company and its tax counsel have disputed this position and are actively seeking to resolve the issue. The ultimate outcome of these matters, either individually or in the aggregate, may impact the amount of cash due to us, and may result in the termination of future payments or further claims that royalties received by us in the past be repaid.

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 product development to our facility in Oakville, Ontario. The duration of these technical transfer projects can be up 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 June 30, 2020, the aggregate amount of the transaction price allocated to the remaining performance obligations for all open product development services contracts was $3.0 million. We will recognize revenue for these performance obligations as they are satisfied, which is anticipated within 6 to 15 months.

Credit Concentration

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

During the three months ended June 30, 2020, three customers represented 33%, 22%, and 19% of net revenues, respectively. During the six months ended June 30, 2020, the same three customers represented 32%, 23%, and 19% of net revenues, respectively. As of June 30, 2020, accounts receivable from these customers totaled 83% of accounts receivable, net. During the three months ended June 30, 2019, three customers represented 30%, 26%, and 24% of net revenues, respectively. During the six months ended June 30, 2019, the same three customers represented 32%, 24%, and 25% of net revenues, respectively.