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Subsequent Events
12 Months Ended
Jun. 30, 2018
Subsequent Events  
Subsequent Events

 

Note 22. Subsequent Events

 

Sale of buildings

 

On July 13, 2018, the Company completed the sale of real property located at 11501 Roosevelt Boulevard and 11601 Roosevelt Boulevard in Philadelphia, Pennsylvania for total consideration of $14.6 million before fees and selling costs.  The carrying value of the property was included within the Assets Held for Sale line of the Consolidated Balance Sheet as of June 30, 2018.

 

License Agreement with Andor Pharmaceuticals

 

On July 30, 2018, the Company entered into a license agreement (the “License Agreement”) with Andor Pharmaceuticals, LLC (“Andor”), pursuant to which Andor granted the Company an exclusive license (the “License”) with respect to all rights and interests of Andor in and to the ANDA Application for Methylphenidate Hydrochloride (the “Products”).

 

As consideration for the grant of the License, the Company has agreed to pay Andor (a) $1,500,000 in cash, of which $500,000 was paid at closing on August 3, 2018, and $1,000,000 will be paid upon approval by the United States FDA of an AB rating with respect to the Products (the “AB Rating Approval”), and (b) royalties based upon the net profits realized from the sale of the Products by the Company.  The License Agreement, as amended by Amendment No. 1 to License Agreement dated August 2, 2018, by and between the Company and Andor (the “Amendment”), requires the Company to make minimum royalty payments to Andor during the initial four year period following the first commercial sale of the Products by the Company of $16,000,000 (the “Royalty Guaranty”).  The amount of the Royalty Guaranty will be reduced by $4,000,000 for each application, if any, by a third party with respect to the Products that both receives regulatory approval from the FDA and is commercially launched after February 2, 2019 and prior to the receipt of the AB Rating Approval.

 

JSP Distribution Agreement

 

After the close of business on August 17, 2018, JSP notified the Company that it will not extend or renew the JSP Distribution Agreement when the current term expires on March 23, 2019.  Because products covered by the JSP Distribution Agreement generate a significant portion of our revenues and gross profits, JSP’s decision not to renew or extend its distribution agreement with us will materially adversely affect our future operating results and cash flows beginning in the fourth quarter of Fiscal 2019.  Net sales of JSP products totaled $253.1 million in fiscal year 2018.  Of that amount, Levothyroxine Sodium Tablets USP net sales totaled $245.9 million, with gross margins of approximately 60%, in fiscal year 2018.  When announced on August 20, 2018, this resulted in a significant decline in the Company’s market capitalization.

 

The Company has determined that such nonrenewal represents a “triggering event” under U.S. GAAP and, accordingly, will perform an analysis to determine the potential for any impairment of goodwill and certain long-lived assets of the Company in the first quarter of Fiscal 2019.  In management’s opinion, the impairment assessment will likely result in a material impairment of goodwill and may result in an impairment of certain long-lived assets; however, at this time the Company cannot estimate the amount or a reasonable range of amounts of such impairment.  As of June 30, 2018, the carrying value of goodwill was $339.6 million.  Any impairment would result in a noncash charge to earnings in the first quarter of Fiscal 2019.

 

As noted above, JSP’s decision not to renew or extend its distribution agreement with us will materially adversely affect our future operating results, liquidity and cash flows, which could impact our ability to comply with the financial and other covenants in our Amended Senior Secured Credit Facility.  As of June 30, 2018, the Company was in compliance with its financial covenants.  As of June 30, 2018, cash and cash equivalents totaled $98.6 million in addition to availability under our undrawn Revolver totaling $125.0 million.

 

Based on its projections for Fiscal 2019 excluding revenue and related gross profits generated by the products distributed under the JSP Distribution Agreement subsequent to March 23, 2019 and without further analysis of potential restructuring and/or refinancing, the Company expects to have sufficient liquidity and cashflows to meet its operating and debt service requirements for at least the next twelve months from the issuance of the June 30, 2018 consolidated financial statements.  The Company also expects to be in compliance with its financial covenants for Fiscal 2019.

 

Class Action Lawsuit

 

In August 2018, a putative class action lawsuit was filed against the Company and two of its officers claiming that the Company damaged the purported class by including in its securities filings false and misleading statements regarding the sustainability of the Company’s revenues and/or by failing to disclose material adverse facts regarding the risk of the loss of a particular distribution agreement.  The Company has not been served with a copy of the complaint.  The Company cannot reasonably predict the outcome of the suit at this time.