Quarterly Report for Quarter Ending 2024-03-31 (Form 10-Q)

Table of Contents

​

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

​

​

FORM 10-Q

​

​	​
⌧	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

​

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2024

or

​

​	​
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

​

For the transition period from to

Commission file number 001-36509

​

​

AMPHASTAR PHARMACEUTICALS, INC.

(Exact name of Registrant as specified in its charter)

​

​

Delaware		33-0702205
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

​

​	​	​
11570 6th Street		​
Rancho Cucamonga, CA		91730
(Address of principal executive offices)	​	(zip code)

​

(909) 980-9484

(Registrant's telephone number, including area code)

​

​

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒No ☐

​

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒No ☐

​

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

​

​	​	​	​	​	​	​
​	​	​	​	​	​	​
Large accelerated filer	​	⌧	​	Accelerated filer	​	☐
​	​	​	​
Non-accelerated filer	​	☐	​	Smaller reporting company	​	☐
​	​	​	​	​	​	​
​	​	​	​	Emerging growth company	​	☐

​

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. ☐

​

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐No ⌧

​

Securities registered pursuant to Section 12(b) of the Act:

​

T	​	​	​	​	​	​
Title of each class	​	Trading Symbol(s)	​	Name of each exchange on which registered
​	​	​	​
Common Stock, par value $0.0001 per share	​	AMPH	​	The NASDAQStock Market LLC
​	​	​	​	​	​	​

​

The number of shares outstanding of the registrant's only class of common stock as of May 3, 2024 was 48,901,965.

​

Table of Contents

AMPHASTAR PHARMACEUTICALS, INC.

TABLE OF CONTENTS

FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2024

​

Special Note About Forward-Looking Statements

​

​	​
Part I. FINANCIAL INFORMATION
​	​	PAGE
Item 1. Financial Statements (unaudited)	​	​
Condensed Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023	​	1
Condensed Consolidated Statements of Operations for the Three Months Ended March 31, 2024 and 2023	​	2
Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2024 and 2023	​	3
Condensed Consolidated Statements of Stockholders' Equity for the Three Months Ended March 31, 2024 and 2023	​	4
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023	​	5
Notes to Condensed Consolidated Financial Statements	​	6
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations	​	31
Item 3. Quantitative and Qualitative Disclosure about Market Risk	​	40
Item 4. Controls and Procedures	​	40
Part II. OTHER INFORMATION
Item 1. Legal Proceedings	​	41
Item 1A. Risk Factors	​	41
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	​	41
Item 3. Defaults Upon Senior Securities	​	41
Item 4. Mine Safety Disclosures	​	41
Item 5. Other Information	​	41
Item 6. Exhibits	​	42
Signatures	​	43

​

​

Table of Contents

SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS

​

This Quarterly Report on Form 10-Q, or Quarterly Report, contains "forward-looking statements" that involve substantial risks and uncertainties. In some cases, you can identify forward-looking statements by the following words: "may," "might," "will," "could," "would," "should," "expect," "intend," "plan," "anticipate," "believe," "estimate," "predict," "project," "potential," "continue," "ongoing" or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these identifying words. Forward-looking statements relate to future events or future financial performance or condition and involve known and unknown risks, uncertainties and other factors that could cause actual results, levels of activity, performance or achievement to differ materially from those expressed or implied by the forward-looking statements. These forward-looking statements include, but are not limited to, statements about:

​

●	our expectations regarding the sales and marketing of our products;

●	our expectations regarding our newly acquired product, BAQSIMI®, including with respect to our ability to increase our revenues and derive certain benefits as a result of our acquisition of BAQSIMI®;

●	our ability to successfully acquire and integrate assets, including our ability to integrate BAQSIMI®;

●	our expectations regarding our manufacturing and production and the integrity of our supply chain for our products, including the risks associated with our single source suppliers;

●	our business and operations in general, including: adverse impacts of the Russia-Ukraine and Middle East conflicts and challenging macroeconomic conditions on our business, financial condition, operations, cash flows and liquidity;

●	our ability to attract, hire, and retain highly skilled personnel;

●	interruptions to our manufacturing and production as a result of natural catastrophic events or other causes beyond our control such as power disruptions or widespread disease outbreaks, the Russia-Ukraine and Middle East conflicts;

●	global, national and local economic and market conditions, specifically with respect to geopolitical uncertainty, including the Russia-Ukraine and Middle East conflicts, inflation and rising interest rates;

​

●	the timing and likelihood of U.S. Food and Drug Administration, or FDA, approvals and regulatory actions on our product candidates, manufacturing activities and product marketing activities;

​

●	our ability to advance product candidates in our platforms into successful and completed clinical trials and our subsequent ability to successfully commercialize our product candidates;

●	cost and delays resulting from the extensive pharmaceutical regulations to which we are subject;

​

●	our ability to compete in the development and marketing of our products and product candidates;

●	our expectations regarding the business of our Chinese subsidiary, Amphastar Nanjing Pharmaceuticals, Ltd., or ANP;

​

●	the potential for adverse application of environmental, health and safety and other laws and regulations on our operations;

​

●	our expectations for market acceptance of our new products and proprietary drug delivery technologies, as well as those of our active pharmaceutical ingredient, or API, customers;

​

●	the effects of reforms in healthcare regulations and reductions in pharmaceutical pricing, reimbursement and coverage;

​

●	our expectations in obtaining insurance coverage and adequate reimbursement for our products from third-party payers;

​

●	the amount of price concessions or exclusion of suppliers adversely affecting our business;

​

●	variations in intellectual property laws, our ability to establish and maintain intellectual property protection for our products and our ability to successfully defend our intellectual property in cases of alleged infringement;

​

●	the implementation of our business strategies, product development strategies and technology utilization;

​

●	the potential for exposure to product liability claims;

​

●	our ability to successfully bid for suitable acquisition targets or licensing opportunities, or to consummate and integrate acquisitions, divestitures or investments, including the anticipated benefits of such acquisitions, divestitures or investments;

​

●	our ability to expand internationally;

​

●	economic and industry trends and trend analysis;

​

●	our ability to remain in compliance with laws and regulations that currently apply or become applicable to our business both in the United States and internationally;

​

●	the impact of trade tariffs, export or import restrictions, or other trade barriers;

​

●	the impact of Patient Protection and Affordable Care Act (as amended) and other legislative and regulatory healthcare reforms in the countries in which we operate including the potential for drug price controls;

​

●	the impact of global and domestic tax reforms;

​

●	the timing for completion and the validation of the new construction at our ANP and Amphastar facilities;

​

●	the timing and extent of share buybacks; and

​

Table of Contents

●

our financial performance expectations, including our expectations regarding our backlog, revenue, cost of revenue, gross profit or gross margin, operating expenses, including changes in research and development, sales and marketing and general and administrative expenses, and our ability to achieve and maintain future profitability.

​

You should read this Quarterly Report and the documents that we reference elsewhere in this Quarterly Report completely and with the understanding that our actual results may differ materially from what we expect as expressed or implied by our forward-looking statements. In light of the significant risks and uncertainties to which our forward-looking statements are subject, you should not place undue reliance on or regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified timeframe, or at all. We discuss many of these risks and uncertainties in greater detail in this Quarterly Report and in our Annual Report on Form 10-K for the year ended December 31, 2023, particularly in Item 1A. "Risk Factors." These forward-looking statements represent our estimates and assumptions only as of the date of this Quarterly Report regardless of the time of delivery of this Quarterly Report, and such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this Quarterly Report.

​

Unless expressly indicated or the context requires otherwise, references in this Quarterly Report to "Amphastar," "the Company," "we," "our," and "us" refer to Amphastar Pharmaceuticals, Inc. and our subsidiaries.

​

​

Table of Contents

PART I - FINANCIAL INFORMATION

​

ITEM 1. FINANCIAL STATEMENTS

​

AMPHASTAR PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

​

​	​	​	​	​	​	​
​		March 31,		December 31,
​	​	2024	​	2023
​	​	(unaudited)	​	​	​
ASSETS	​	​	​	​	​	​
Current assets:	​	​	​	​	​	​
Cash and cash equivalents	​	$	201,148	​	$	144,296
Restricted cash	​	​	235	​	​	235
Short-term investments	​	​	88,407	​	​	112,510
Restricted short-term investments	​		2,200	​		2,200
Accounts receivable, net	​		138,114	​		114,943
Inventories	​		115,494	​		105,833
Income tax refunds and deposits	​		784	​		526
Prepaid expenses and other assets	​		8,696	​		9,057
Total current assets	​		555,078	​		489,600
​	​	​	​	​	​	​
Property, plant, and equipment, net	​		288,523	​		282,746
Finance lease right-of-use assets	​	​	516	​	​	564
Operating lease right-of-use assets	​	​	31,352	​	​	32,333
Investment in unconsolidated affiliate	​	​	-	​	​	527
Goodwill and intangible assets, net	​		607,064	​		613,295
Long-term investments	​	​	15,163	​	​	14,685
Other assets	​		23,369	​		25,910
Deferred tax assets	​		53,252	​		53,252
Total assets	​	$	1,574,317	​	$	1,512,912
​	​	​	​	​	​	​
LIABILITIES AND STOCKHOLDERS' EQUITY	​	​	​	​	​	​
Current liabilities:	​	​	​	​	​	​
Accounts payable and accrued liabilities	​	$	116,697	​	$	93,366
Accrued payments for BAQSIMI® (see Note 3)	​	​	128,245	​	​	126,090
Income taxes payable	​		5,857	​		1,609
Current portion of long-term debt	​		428	​		436
Current portion of operating lease liabilities	​	​	3,942	​	​	3,906
Total current liabilities	​		255,169	​		225,407
​	​	​	​	​	​	​
Long-term reserve for income tax liabilities	​		6,066	​		6,066
Long-term debt, net of current portion and unamortized debt issuance costs	​		594,006	​		589,579
Long-term operating lease liabilities, net of current portion	​	​	28,739	​	​	29,721
Other long-term liabilities	​		17,981	​		22,718
Total liabilities	​		901,961	​		873,491
Commitments and contingencies	​	​	​	​	​	​
Stockholders' equity:	​	​	​	​	​	​
Preferred stock: par value $0.0001; 20,000,000 shares authorized; no shares issued and outstanding	​		-	​		-
Common stock: par value $0.0001; 300,000,000 shares authorized; 60,160,459 and 48,841,343 shares issued and outstanding as of March 31, 2024 and 59,390,194 and 48,068,881 shares issued and outstanding as of December 31, 2023, respectively	​		6	​		6
Additional paid-in capital	​		476,072	​		486,056
Retained earnings	​		452,445	​		409,268
Accumulated other comprehensive loss	​		(8,769)	​		(8,478)
Treasury stock	​		(247,398)	​		(247,431)
Total equity	​	​	672,356	​	​	639,421
Total liabilities and stockholders' equity	​	$	1,574,317	​	$	1,512,912

​

See Accompanying Notes to Condensed Consolidated Financial Statements.

​

-1-

Table of Contents

AMPHASTAR PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited; in thousands, except per share data)

​

​	​	​	​	​	​	​	​
​	​	Three Months Ended
​	​	March 31,	​
​		2024		2023
Net revenues:	​	​	​	​	​	​	​
Product revenues, net	​	$	157,629	​	$	140,022	​
Other revenues	​	​	14,207	​	​	-	​
Total net revenues	​	​	171,836	​	​	140,022	​
​	​	​	​	​	​	​	​
Cost of revenues	​		81,736	​		66,182	​
Gross profit	​		90,100	​		73,840	​
​	​	​	​	​	​	​	​
Operating expenses:	​	​	​	​	​	​	​
Selling, distribution, and marketing	​		9,371	​		7,109	​
General and administrative	​		15,676	​		13,483	​
Research and development	​		17,043	​		19,815	​
Total operating expenses	​		42,090	​		40,407	​
​	​	​	​	​	​	​	​
Income from operations	​		48,010	​		33,433	​
​	​	​	​	​	​	​	​
Non-operating income (expenses):	​	​	​	​	​	​	​
Interest income	​		2,556	​		924	​
Interest expense	​		(8,611)	​		(398)	​
Other income (expenses), net	​		5,921	​		(390)	​
Total non-operating income (expenses), net	​		(134)	​		136	​
​	​	​	​	​	​	​	​
Income before income taxes	​		47,876	​		33,569	​
Income tax provision	​		4,126	​		6,752	​
Income before equity in losses of unconsolidated affiliate	​	​	43,750	​	​	26,817	​
​	​	​	​	​	​	​	​
Equity in losses of unconsolidated affiliate	​	​	(573)	​	​	(785)	​
​	​	​	​	​	​	​	​
Net income	​	$	43,177	​	$	26,032	​
​	​	​	​	​	​	​	​
Net income per share:	​	​	​	​	​	​	​
Basic	​	$	0.90	​	$	0.54	​
​	​	​	​	​	​	​	​
Diluted	​	$	0.81	​	$	0.50	​
​	​	​	​	​	​	​	​
Weighted-average shares used to compute net income per share:	​	​	​	​	​	​	​
Basic	​		48,212	​		48,000	​
​	​	​	​	​	​	​	​
Diluted	​		53,013	​		51,970	​

​

See Accompanying Notes to Condensed Consolidated Financial Statements.

​

-2-

Table of Contents

AMPHASTAR PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited; in thousands)

​

​	​	​	​	​	​	​	​
​	​	Three Months Ended	​
​	​	March 31,	​
​		2024		2023
Net income	​	$	43,177	​	$	26,032	​
​	​	​	​	​	​	​	​
Other comprehensive income (loss), net of income taxes	​	​	​	​	​	​	​
Foreign currency translation adjustment	​		(291)	​	​	356	​
Total other comprehensive income (loss)	​		(291)	​		356	​
​	​	​	​	​	​	​	​
Total comprehensive income	​	$	42,886	​	$	26,388	​

​

See Accompanying Notes to Condensed Consolidated Financial Statements.

​

-3-

Table of Contents

AMPHASTAR PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Unaudited; in thousands, except share data)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Common Stock

​

​

​

​

​

​

​

Accumulated

​

Treasury Stock

​

​

​

​

​

​

​

​

​

​

Additional

​

​

​

​

Other

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Paid-in

​

Retained

​

Comprehensive

​

​

​

​

​

​

​

​

​

​

Shares

​

Amount

​

Capital

​

Earnings

​

Income (loss)

​

Shares

​

Amount

​

Total

Balance as of December 31, 2023

59,390,194

​

$

6

​

$

486,056

​

$

409,268

​

$

(8,478)

(11,321,313)

​

$

(247,431)

​

$

639,421

Net income

-

​

-

​

-

​

43,177

​

-

-

​

-

​

43,177

Other comprehensive loss

-

​

-

​

-

​

-

​

(291)

-

​

-

​

(291)

Issuance of treasury stock in connection with the Company's equity plans

​

-

​

​

-

​

​

(33)

​

​

-

​

​

-

​

2,197

​

​

33

​

​

-

Issuance of common stock in connection with the Company's equity plans

770,265

​

-

​

(17,311)

​

-

​

-

-

​

-

​

(17,311)

Share-based compensation expense

-

​

-

​

7,360

​

-

​

-

-

​

-

​

7,360

Balance as of March 31, 2024

60,160,459

​

$

6

​

$

476,072

​

$

452,445

​

$

(8,769)

(11,319,116)

​

$

(247,398)

​

$

672,356

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Common Stock

​

​

​

​

​

​

​

Accumulated

​

Treasury Stock

​

​

​

​

​

​

​

​

​

​

Additional

​

​

​

​

Other

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Paid-in

​

Retained

​

Comprehensive

​

​

​

​

​

​

​

​

​

​

Shares

​

Amount

​

Capital

​

Earnings

​

Income (loss)

​

Shares

​

Amount

​

Total

Balance as of December 31, 2022

58,110,231

​

$

6

​

$

455,077

​

$

271,723

​

$

(8,624)

(9,998,162)

​

$

(189,524)

​

$

528,658

Net income

-

​

-

​

-

​

26,032

​

-

-

​

-

​

26,032

Other comprehensive income

-

​

-

​

-

​

-

​

356

-

​

-

​

356

Purchase of treasury stock

-

​

-

​

-

​

-

​

-

(263,131)

​

​

(8,015)

​

(8,015)

Issuance of common stock in connection with the Company's equity plans

330,300

​

-

​

(4,565)

​

-

​

-

-

​

-

​

(4,565)

Share-based compensation expense

-

​

-

​

6,111

​

-

​

-

-

​

-

​

6,111

Balance as of March 31, 2023

58,440,531

​

$

6

​

$

456,623

​

$

297,755

​

$

(8,268)

(10,261,293)

​

$

(197,539)

​

$

548,577

​

​

See Accompanying Notes to Condensed Consolidated Financial Statements

​

-4-

Table of Contents

​

AMPHASTAR PHARMACEUTICALS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited; in thousands)

​

​	​	​	​	​	​	​
​	​	Three Months Ended
​	​	March 31,
​		2024		2023
Cash Flows From Operating Activities:	​	​	​	​	​	​
Net income	​	$	43,177	​	$	26,032
Reconciliation to net cash provided by operating activities:	​	​	​	​	​	​
Loss on disposal of assets	​		-	​		2
Loss (gain) on interest rate swaps and foreign currency transactions, net	​	​	(4,645)	​	​	195
Depreciation of property, plant, and equipment	​		6,816	​		6,252
Amortization of product rights, trademarks, and patents	​		6,167	​		241
Operating lease right-of-use asset amortization	​	​	980	​	​	903
Amortization of discounts, premiums, and debt issuance costs	​	​	2,128	​	​	59
Equity in losses of unconsolidated affiliate	​	​	573	​	​	785
Share-based compensation expense	​		7,360	​		6,111
Changes in operating assets and liabilities:	​	​	​	​	​	​
Accounts receivable, net	​		(23,201)	​		(11,796)
Inventories	​		(9,995)	​		268
Prepaid expenses and other assets	​		(192)	​		219
Income tax refunds, deposits, and payable, net	​		3,992	​		6,459
Operating lease liabilities	​	​	(947)	​	​	(862)
Accounts payable and accrued liabilities	​		23,078	​		5,514
Net cash provided by operating activities	​		55,291	​		40,382
​	​	​	​	​	​	​
Cash Flows From Investing Activities:	​	​	​	​	​	​
Purchases and construction of property, plant, and equipment	​		(8,793)	​		(9,477)
Purchase of investments	​	​	(22,507)	​	​	(10,574)
Maturity of investments	​	​	47,497	​	​	14,064
Deposits and other assets	​		(960)	​		(346)
Net cash provided by (used in) investing activities	​		15,237	​		(6,333)
​	​	​	​	​	​	​
Cash Flows From Financing Activities:	​	​	​	​	​	​
Proceeds from equity plans, net of withholding tax payments	​		(17,311)	​		(4,565)
Purchase of treasury stock	​		-	​		(8,015)
Debt issuance costs	​	​	(252)	​	​	-
Proceeds from borrowing under lines of credit	​		4,082	​		-
Principal payments on long-term debt	​		(98)	​		(968)
Net cash used in financing activities	​		(13,579)	​		(13,548)
​	​	​	​	​	​	​
Effect of exchange rate changes on cash	​		(97)	​	​	16
​	​	​	​	​	​	​
Net increase in cash, cash equivalents, and restricted cash	​		56,852	​		20,517
​	​	​	​	​	​	​
Cash, cash equivalents, and restricted cash at beginning of period	​		144,531	​	​	156,333
​	​	​	​	​	​	​
Cash, cash equivalents, and restricted cash at end of period	​	$	201,383	​	$	176,850
​	​	​	​	​	​	​
Noncash Investing and Financing Activities:	​	​	​	​	​	​
Capital expenditures included in accounts payable	​	$	5,943	​	$	4,802
Operating lease right-of-use assets in exchange for operating lease liabilities	​	$	-	​	$	1,150
​	​	​	​	​	​	​
Supplemental Disclosures of Cash Flow Information:	​	​	​	​	​	​
Interest paid, net of capitalized interest	​	$	8,632	​	$	1,245
Income taxes paid	​	$	349	​	$	336

​

See Accompanying Notes to Condensed Consolidated Financial Statements.

-5-

Table of Contents

AMPHASTAR PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

​

Note 1. General

​

Amphastar Pharmaceuticals, Inc., a Delaware corporation (together with its subsidiaries, hereinafter referred to as the "Company") is a bio-pharmaceutical company that focuses primarily on developing, manufacturing, marketing, and selling technically challenging generic and proprietary injectable, inhalation, and intranasal products, including products with high technical barriers to market entry. Additionally, the Company sells insulin active pharmaceutical ingredient, or API, products. Most of the Company's products are used in hospital or urgent care clinical settings and are primarily contracted and distributed through group purchasing organizations and drug wholesalers. The Company's insulin API products are sold to other pharmaceutical companies for use in their own products and are being used by the Company in the development of injectable finished pharmaceutical products. The Company's inhalation product, Primatene MIST^®, is primarily distributed through drug retailers.

​

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the year ended December 31, 2023 and the notes thereto as filed with the Securities and Exchange Commission, or SEC, in the Company's Annual Report on Form 10-K for the year ended December 31, 2023. Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America, or GAAP, have been condensed or omitted from the accompanying condensed consolidated financial statements. The accompanying year-end condensed consolidated balance sheet was derived from the audited financial statements. The accompanying interim financial statements are unaudited, but reflect all adjustments which are, in the opinion of management, necessary for a fair presentation of the Company's consolidated financial position, results of operations, comprehensive income (loss), stockholders' equity, and cash flows for the periods presented. Unless otherwise noted, all such adjustments are of a normal, recurring nature. The Company's results of operations, comprehensive income (loss) and cash flows for the interim periods are not necessarily indicative of the results of operations and cash flows that it may achieve in future periods.

​

Note 2. Summary of Significant Accounting Policies

​

Basis of Presentation

​

The unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries, and are prepared in accordance with GAAP. All intercompany activity has been eliminated in the preparation of the condensed consolidated financial statements. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, which are of a normal recurring nature, necessary to present fairly the consolidated financial position, results of operations, and cash flows of the Company.

​

The Company's subsidiaries include: (1) International Medication Systems, Limited, or IMS, (2) Armstrong Pharmaceuticals, Inc., or Armstrong, (3) Amphastar Nanjing Pharmaceuticals Inc., or ANP, (4) Amphastar France Pharmaceuticals, S.A.S., or AFP, (5) Amphastar UK Ltd., or AUK, (6) International Medication Systems (UK) Limited, or IMS UK, and (7) Amphastar Medication Co., LLC, or Amphastar Medication.

​

Investment in Unconsolidated Affiliate

​

The Company applies the equity method of accounting for investments when it has significant influence, but not controlling interest in the investee. The Company's proportionate share of the earnings or losses resulting from these investments is reported as "Equity in losses of unconsolidated affiliate" in the accompanying consolidated statements of operations. Investments accounted for using the equity method may be reported on a lag of up to three months if financial statements of the investee are not available in sufficient time for the investor to apply the equity method as of the current reporting date.

​

-6-

Table of Contents

AMPHASTAR PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

​

The carrying value of equity method investments is reported as "Investment in unconsolidated affiliate" in the accompanying consolidated balance sheets. The Company's equity method investments are reported at cost and adjusted each period for the Company's share of the investee's earnings or losses and dividends paid, if any.

​

During the three months ended March 31, 2024, the book value of the Company's investment in Hanxin was reduced to zero, as a result of recording of the Company's share of the losses of Hanxin

​

Use of Estimates

​

The preparation of condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates. The principal accounting estimates include: fair value of acquired assets, determination of allowances for credit losses, fair value of financial instruments, allowance for discounts, provision for chargebacks and rebates, provision for product returns, adjustment of inventory to its net realizable value, impairment of investments, long-lived and intangible assets and goodwill, accrual for workers' compensation liabilities, litigation reserves, stock price volatility for share-based compensation expense, valuation allowances for deferred tax assets, and liabilities for uncertain income tax positions.

​

Foreign Currency

​

The functional currency of the Company, its domestic subsidiaries, its Chinese subsidiary ANP, and its U.K. subsidiary, AUK, is the U.S. Dollar, or USD. ANP maintains its books of record in Chinese yuan. These books are remeasured into the functional currency of USD using the current or historical exchange rates. The resulting currency remeasurement adjustments and other transactional foreign currency exchange gains and losses are reflected in the Company's condensed consolidated statements of operations.

​

The Company's French subsidiary, AFP, maintains its book of record in euros. AUK's subsidiary, IMS UK, maintains its book of record in British pounds. These local currencies have been determined to be the subsidiaries' respective functional currencies. Activities in the statements of operations are translated to USD using average exchange rates during the period. Assets and liabilities are translated at the rate of exchange prevailing on the balance sheet date. Equity is translated at the prevailing rate of exchange at the date of the equity transactions. Translation adjustments are reflected in stockholders' equity and are included as a component of other comprehensive income (loss). The unrealized gains or losses of intercompany foreign currency transactions that are of a long-term investment nature are reported in other accumulated comprehensive income (loss).

​

The unrealized gains and losses of intercompany foreign currency transactions that are of a long-term investment nature for the three months ended March 31, 2024 and 2023 were $0.7 million loss and $0.6 million gain, respectively.

​

Comprehensive Income

​

The Company's comprehensive income includes its foreign currency translation gains and losses as well as its share of other comprehensive income from its equity method investments.

​

Acquisitions

​

The Company evaluates acquisitions and other similar transactions to assess whether or not the transaction should be accounted for as a business combination or asset acquisition by first applying a screen test to determine if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. If the screen is met, the transaction is accounted for as an asset acquisition. If the screen is not met, further determination is required as to whether or not the Company has acquired inputs and substantive processes that

-7-

Table of Contents

AMPHASTAR PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

​

have the ability to create outputs, which would meet the definition of a business.

​

Acquisitions meeting the definition of business combinations are accounted for using the acquisition method of accounting, which requires that the purchase price be allocated to the net assets acquired at their respective fair values. In a business combination, any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill.

​

For asset acquisitions, a cost accumulation model is used to determine the cost of an asset acquisition. Direct transaction costs are recognized as part of the cost of an asset acquisition. The cost of an asset acquisition, including transaction costs, is allocated to identifiable assets acquired and liabilities assumed based on a relative fair value basis, with the exception of non-qualifying assets. Goodwill is not recognized in an asset acquisition. When a transaction accounted for as an asset acquisition includes an in-process research and development, or IPR&D, asset, the IPR&D asset is only capitalized if it has an alternative future use other than in a particular research and development project. Asset acquisitions may include contingent consideration arrangements that encompass obligations to make future payments to sellers contingent upon the achievement of future financial targets. Contingent consideration, including assumed contingent considerations, is not recognized until all contingencies are resolved and the consideration is paid or becomes payable (unless contingent considerations meets the definition of a derivative, in which case the amount becomes part of the basis in the asset acquired), at which point the consideration is allocated to the assets acquired based on their relative fair values at the acquisition date, with the exception of non-qualifying assets.

​

Judgments are used in determining estimates of useful lives of long-lived assets. Useful life estimates are based on, among other factors, estimates of expected future net cash flows, the assessment of each asset's life cycle, and the impact of competitive trends on each asset's life cycle and other factors. These judgments can materially impact the estimates used to allocate purchase consideration to assets acquired and liabilities assumed, and the resulting timing and amounts charged to or recognized in current and future operating results. For these and other reasons, actual results may vary significantly from estimated results.

​

Advertising Expense

​

Advertising expenses, primarily associated with Primatene MIST^®, are recorded as they are incurred, except for expenses related to the development of a major commercial or media campaign, which are expensed in the period in which the commercial or campaign is first presented, and are reflected as a component of selling, distribution and marketing in the Company's condensed consolidated statements of operations. For the three months ended March 31, 2024 and 2023, advertising expenses were $2.7 million and $3.3 million, respectively.

​

Financial Instruments

​

The Company's accompanying condensed consolidated balance sheets include the following financial instruments: cash and cash equivalents, restricted cash, accounts receivable, accounts payable, accrued expenses, short-term borrowings, and long-term obligations. The Company considers the carrying amounts of current assets and liabilities on the condensed consolidated balance sheets to approximate the fair value of these financial instruments due to the short maturity of these items. The carrying value of the Company's long-term obligations, with the exception of the convertible debt (See Note 14) approximates their fair value, as the stated borrowing rates are comparable to rates currently offered to the Company for instruments with similar maturities. Investments and short-term investments are recorded at fair value based on quoted prices from recognized security exchanges and other methods (See Note 9). The Company at times enters into interest rate swap contracts to manage its exposure to interest rate changes and its overall cost of long-term debt. The Company's interest rate swap contracts exchange the variable interest rates for fixed interest rates.

​

​

-8-

Table of Contents

AMPHASTAR PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

​

Cash and Cash Equivalents

​

Cash and cash equivalents consist of cash, money market accounts, certificates of deposit and highly liquid investments with original maturities of three months or less.

​

Investments

​

Investments as of March 31, 2024 and December 31, 2023 consisted of certificates of deposit and investment grade corporate, agency and municipal bonds with original maturity dates between three and fifteen months.

​

Restricted Cash

​

Restricted cash is collateral required for the Company to guarantee certain vendor payments in France. As of each of March 31, 2024 and December 31, 2023, the restricted cash balance was $0.2 million.

​

Restricted Short-Term Investments

​

Restricted short-term investments consist of certificates of deposit that are collateral for standby letters of credit to qualify for workers' compensation self-insurance. The certificates of deposit have original maturities greater than three months, but less than one year. As of March 31, 2024 and December 31, 2023, the balance of restricted short-term investments was $2.2 million.

​

Deferred Income Taxes

​

The Company utilizes the liability method of accounting for income taxes, under which deferred taxes are determined based on the temporary differences between the financial statements and the tax basis of assets and liabilities using enacted tax rates. A valuation allowance is recorded when it is more likely than not that the deferred tax assets will not be realized.

​

Debt Issuance Costs

​

Debt issuance costs related to non-revolving debt are recognized as a reduction to the related debt balance in the accompanying condensed consolidated balance sheets and amortized to interest expense over the contractual term of the related debt using the effective interest method. Debt issuance costs associated with revolving debt are capitalized within other long-term assets on the condensed consolidated balance sheets and are amortized to interest expense over the term of the related revolving debt.

​

Convertible Debt

​

The Company accounts for its convertible debt instruments as a single unit of accounting, a liability, because the Company concluded that the conversion features do not require bifurcation as a derivative under Accounting Standards Codification, or ASC, 815-15, Derivatives and Hedging and the Company did not issue its convertible debt instruments at a substantial premium. The Company records debt issuance costs as contra-liabilities in our condensed consolidated balance sheets at issuance and amortizes them over the contractual term of the convertible debt instrument using the effective interest rate.

​

In accordance with Accounting Standards Update, or ASU, 2020-06, Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own Equity, the Company evaluates convertible debt instruments to determine if the conversion feature is freestanding or embedded. If the conversion feature is embedded, the conversion

-9-

Table of Contents

AMPHASTAR PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

​

feature is not bifurcated from the host instrument. If the conversion feature does not require derivative treatment under ASC 815, the instrument is evaluated under ASC 470-20, Debt with Conversion and Other Options for consideration of any beneficial conversion features. If no beneficial conversion features exist that require separate recognition, convertible debt instruments are accounted for as a single liability measured at its amortized cost as long as no other features require separation and recognition as derivatives.

​

Litigation, Commitments and Contingencies

​

Litigation, commitments and contingencies are accrued when management, after considering the facts and circumstances of each matter as then known to management, has determined it is probable a liability will be found to have been incurred and the amount of the loss can be reasonably estimated. When only a range of amounts is reasonably estimable and no amount within the range is more likely than another, the low end of the range is recorded. Legal fees are expensed as incurred. Due to the inherent uncertainties surrounding gain contingencies, the Company generally does not recognize potential gains until they are realized.

​

Recent Accounting Pronouncements

​

In November 2023, the Financial Accounting Standards Board, or FASB, issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures which is intended to improve reportable segment disclosure requirements, primarily through additional disclosures about significant segment expenses. The standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. The Company is currently evaluating the disclosure requirements related to the new standard.

​

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures which requires entities to disclose disaggregated information about their effective tax rate reconciliation as well as expanded information on income taxes paid by jurisdiction. The disclosure requirements will be applied on a prospective basis, with the option to apply them retrospectively. The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the disclosure requirements related to the new standard.

​

Note 3. BAQSIMI^® Asset Acquisition

​

On June 30, 2023, the Company completed its acquisition of BAQSIMI^® glucagon nasal powder, or BAQSIMI^® pursuant to an asset purchase agreement, or the Purchase Agreement, with Eli Lilly & Company, or Lilly, dated April 21, 2023.

​

The Company accounted for the BAQSIMI^® acquisition as an asset acquisition in accordance with ASC 805, Business Combinations, as substantially all the fair value of the assets acquired was concentrated in a single identifiable asset, BAQSIMI^® product rights. The BAQSIMI^® product rights include the license for the BAQSIMI^® intellectual property, regulatory documentation, marketing authorizations, and domain names, which are considered a single asset as they are inextricably linked.

​

​

-10-

Table of Contents

AMPHASTAR PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

​

The total purchase price was allocated to the acquired assets based on their relative fair values, as follow:

​

​	​	​	​
​	​	Fair Value
​	​	(in thousands)
Property, plant, and equipment		$	34,426
BAQSIMI® product rights	​		591,338
Deferred tax assets	​	​	2,341
Total assets acquired	​	$	628,105

​

The Company amortizes the acquired intangible asset on a straight line basis over its estimated useful life of 24 years(See Note 10 for additional information).

​

A portion of the consideration for the asset acquisition was a deferred cash payment. The fair value of the deferred cash payment is being accreted to its full $129.0million amount over a one-yearperiod from the date of acquisition through interest expense. During the three months ended March 31, 2024, $1.8million of interest expense was recognized related to accretion of the deferred cash payments.

​

Manufacturing Services Agreement

​

In connection with the Closing, the Company entered into a Manufacturing Services Agreement, or the MSA, with Lilly, pursuant to which Lilly has agreed, for a period of time not to exceed 18 months, to provide certain manufacturing, packaging, labeling and supply services for BAQSIMI^®directly or through third-party contractors to the Company in connection with its operation of the development, manufacture, and commercialization of BAQSIMI^®. Upon termination of the MSA, the Company will be obligated to purchase all API, components, and finished goods on hand at prices agreed upon in the MSA.

​

Transition Services Agreement

​

In connection with the Closing, the Company entered into a Transition Services Agreement, or the TSA, with Lilly pursuant to which Lilly has agreed, for a period of time not to exceed 18 months, to provide certain services to the Company to support the transition of BAQSIMI^®operations to the Company, including with respect to the conduct of certain clinical, regulatory, medical affairs, and commercial sales channel activities.

​

During the first quarter of 2024, the Company assumed distribution responsibilities, from Lilly, to its customers in the United States, and certain countries in Europe. As a result, the Company has recorded the sales and related cost of BAQSIMI^® in these countries as product revenue, net and cost of revenues, respectively. The Company will continue to assume distribution of BAQSIMI^® for the remaining territories on a country by country basis throughout 2024.

​

Note 4. Revenue Recognition

​

Product revenues, net

​

In accordance with ASC 606 Revenue from Contracts with Customers, revenue is recognized at the time that the Company's customers obtain control of the promised goods.

​

Generally, revenue is recognized at the time of product delivery to the Company's customers. In some cases, revenue is recognized at the time of shipment when stipulated by the terms of the sale agreements.

​

The consideration to which the Company expects to be entitled includes a stated list price, less various forms of variable consideration including provision for chargebacks and rebates, accrual for product returns, prompt pay discounts,

-11-

Table of Contents

AMPHASTAR PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

​

distributor fees, patient co-pay assistance, and other related deductions. These deductions to product sales are referred to as gross-to-net deductions and are estimated and recorded in the period in which the related product sales occur. Payment terms offered to customers generally range from 30to 75 days; however, payment terms differ by jurisdiction, by customer and, in some instances, by type of product. Revenues from product sales, net of gross-to-net deductions, are recorded only to the extent a significant reversal in the amount of cumulative revenue recognized is not probable of occurring when the uncertainty associated with gross-to-net deductions is subsequently resolved. Taxes assessed by governmental authorities and collected from customers are excluded from product sales. If the Company expects, at contract inception, that the period between the transfer of control and corresponding payment from the customer will be one year or less, the amount of consideration is not adjusted for the effects of a financing component. Shipping and handling activities are considered to be fulfillment activities rather than a separate performance obligation and are recorded within selling, distribution and marketing expenses in the accompanying condensed consolidated statements of operations.

​

Provision for Chargebacks and Rebates

The provision for chargebacks and rebates is a significant estimate used in the recognition of revenue. Wholesaler chargebacks relate to sales terms under which the Company agrees to reimburse wholesalers for differences between the gross sales prices at which the Company sells its products to wholesalers and the actual prices of such products that wholesalers resell under the Company's various contractual arrangements with third parties such as hospitals and group purchasing organizations in the United States. Rebates include primarily amounts paid to retailers, payers, and providers in the United States, including those paid to state Medicaid programs, and are based on contractual arrangements or statutory requirements. The Company estimates chargebacks and rebates using the expected value method at the time of sale to wholesalers based on wholesaler inventory stocking levels, historical chargeback and rebate rates, and current contract pricing.

The provision for chargebacks and rebates is reflected as a component of product revenues, net. The following table is an analysis of the chargeback and rebate provision:

​

​	​	​	​	​	​	​
​	​	Three Months Ended
​	​	March 31,
​	​	2024	​	2023
​	​	(in thousands)
Beginning balance		$	27,920		$	26,606
Provision for chargebacks and rebates	​		61,971	​		69,027
Credits and payments issued to third parties	​		(55,673)	​		(67,289)
Ending balance	​	$	34,218	​	$	28,344

​

Changes in the chargeback provision from period to period are primarily dependent on the Company's sales to its wholesalers, the level of inventory held by wholesalers, and the wholesalers' customer mix. Changes in the rebate provision from period to period are primarily dependent on retailers' and other indirect customers' purchases. The approach that the Company uses to estimate chargebacks and rebates has been consistently applied for all periods presented. Variations in estimates have been historically small. The Company continually monitors the provision for chargebacks and rebates and makes adjustments when it believes that the actual chargebacks and rebates may differ from the estimates. The settlement of chargebacks and rebates generally occurs within 20 daysto 60 daysafter the sale to wholesalers.Accounts receivable and/or accounts payable and accrued liabilities are reduced and/or increased by the chargebacks and rebate amounts depending on whether the Company has the right to offset with the customer.

​

​

-12-

Table of Contents

AMPHASTAR PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

​

The provision for chargebacks and rebates is included in the following balance sheet accounts:

​

​	​	​	​	​	​
​	March 31,	​	December 31,
​	2024	​	2023
​	(in thousands)
Reduction to accounts receivable, net	$	19,782		$	21,861
Accounts payable and accrued liabilities		14,436	​		6,059
Total	$	34,218	​	$	27,920

​

Accrual for Product Returns: The Company offers certain customers the right to return qualified excess or expired inventory for partial credit; however, API product sales are generally non-returnable. The Company's product returns primarily consist of the returns of expired products from sales made in prior periods. Returned products cannot be resold. At the time product revenue is recognized, the Company records an accrual for product returns estimated using the expected value method. The accrual is based, in part, upon the historical relationship of product returns to sales and customer contract terms. The Company also assesses other factors that could affect product returns including market conditions, product obsolescence, and new competition.

Prompt Pay Discounts: The Company provides its customers with a percentage discount on their invoice if the customers pay within the agreed upon timeframe. The Company expects that its customers will earn prompt pay discounts. The Company estimates the probability of customers paying promptly based on the percentage of discount outlined in the purchase agreement between the two parties, and deducts the full amount of these discounts from gross product sales and accounts receivable at the time revenue is recognized.

Distributor Fees: The Company engages with wholesalers to distribute its products to end customers. The Company pays the wholesalers a fee for services such as: inventory management, chargeback administration, and service level commitments. The Company estimates the amount of distribution services fees to be paid and adjusts the transaction price with the amount of such estimate at the time of sale to the customer. An accrued liability is recorded for unpaid distribution service fees.

Patient Co-Pay Assistance: Co-pay assistance represents financial assistance to qualified patients, assisting them with prescription drug co-payments required by insurance. The accrual for co-pay is based on an estimate of claims and the cost per claim that the Company expects to receive associated with inventory that exists in the distribution channel at period end.

​

Revenues derived from contract manufacturing services are recognized when third-party products are shipped to customers. The Company's accounting policy is to review each agreement involving contract development and manufacturing services to determine if there are multiple revenue-generating activities that constitute more than one unit of accounting. Revenues are recognized for each unit of accounting based on revenue recognition criteria relevant to that unit.

​

Service revenues derived from research and development contracts are recognized over time based on progress toward satisfaction of the performance obligation. For each performance obligation satisfied over time, the Company assesses the proper method to be used for revenue recognition, either an input method to measure progress toward the satisfaction of services or an output method of determining the progress of completion of performance obligation. For the three months ended March 31, 2024 and 2023, revenues from research and development services at ANP were $0.4 million and $0.1 million, respectively.

​

Other revenues

​

Revenues related to sales of BAQSIMI^®, which was supplied and sold by Lilly under the TSA during the three months

-13-

Table of Contents

AMPHASTAR PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

​

ended March 31, 2024, or BAQSIMI^® NEB, were recorded on a net basis, similar to a royalty arrangement. This includes revenues in the United States and certain countries in Europe for a portion of the period.

​

Disaggregation of Revenues

​

The following table summarizes total net revenues by product and by geographic area, based on customers' locations:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Three Months Ended March 31,

​

​

​

2024

​

2023

​

​

​

U.S.

​

International

​

Total

​

U.S.

​

International

​

Total

​

​

​

(in thousands)

​

Product revenues, net

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Glucagon

​

$

25,276

​

$

3,259

​

$

28,535

​

$

25,696

​

$

-

​

$

25,696

​

Epinephrine

​

​

26,110

​

​

-

​

​

26,110

​

​

20,091

​

​

-

​

​

20,091

​

Primatene MIST®

​

​

24,166

​

​

-

​

​

24,166

​

​

23,453

​

​

30

​

​

23,483

​

BAQSIMI®

​

​

13,089

​

​

754

​

​

13,843

​

​

-

​

​

-

​

​

-

​

Lidocaine

​

​

12,773

​

​

-

​

​

12,773

​

​

13,646

​

​

-

​

​

13,646

​

Phytonadione

​

​

9,973

​

​

-

​

​

9,973

​

​

7,713

​

​

-

​

​

7,713

​

Enoxaparin

​

7,096

​

​

-

​

​

7,096

​

9,867

​

​

-

​

​

9,867

​

Naloxone

​

​

4,287

​

​

-

​

​

4,287

​

​

4,957

​

​

-

​

​

4,957

​

API

​

​

669

​

​

1,023

​

​

1,692

​

​

2,075

​

​

1,937

​

​

4,012

​

Other product revenues, net

​

28,354

​

​

800

​

​

29,154

​

30,227

​

​

330

​

​

30,557

​

​

​

$

151,793

​

$

5,836

​

​

157,629

​

$

137,725

​

$

2,297

​

​

140,022

​

Other revenues

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

BAQSIMI® NEB

​

​

​

​

​

​

​

​

14,207

​

​

​

​

​

​

​

​

-

​

Total net revenues

​

​

​

​

​

​

​

$

171,836

​

​

​

​

​

​

​

$

140,022

​

​

​

Note 5. Net Income per Share

​

Basic net income per share is calculated based upon the weighted-average number of shares outstanding during the period. Diluted net income per share gives effect to all potentially dilutive shares outstanding during the period, such as stock options, non-vested restricted stock units and shares issuable under the Company's Employee Stock Purchase Plan, or ESPP, and potential common shares issued upon conversion of Convertible Notes of the Company, due March 2029, or the 2029 Convertible Notes.

​

For the three months ended March 31, 2024, the Company did nothave any options that were excluded from the computation of diluted net income per share because their effect would be anti-dilutive. The 2029 Convertible Notes had no impact on the computation of diluted net income per share, as the average stock price during the period was less than the conversion price.

​

For the three months ended March 31, 2023, options to purchase 1,403,859 shares of stock with a weighted-average exercise price of $34.96 per share were excluded from the computation of diluted net income per share because their effect would be anti-dilutive.

​

-14-

Table of Contents

AMPHASTAR PHARMACEUTICALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

​

The following table provides the calculation of basic and diluted net income per share for each of the periods presented:

​

​	​	​	​	​	​	​	​
​	​	Three Months Ended	​
​	​	March 31,	​
​	​	2024	​	2023	​
​	​	(in thousands, except per share data)	​
Basic and dilutive numerator:		​			​
Net income	​	$	43,177	​	$	26,032	​
Denominator:	​	​	​	​	​	​	​
Weighted-average shares outstanding - basic	​		48,212	​	​	48,000	​
​	​	​	​	​	​	​	​
Net effect of dilutive securities:	​	​	​	​	​	​	​
Incremental shares from equity awards	​		4,801	​	​	3,970	​
Weighted-average shares outstanding - diluted	​		53,013	​		51,970	​
Net income per share - basic	​	$	0.90	​	$	0.54	​
Net income per share - diluted	​	$	0.81	​	$	0.50	​

​

​

Note 6. Segment Reporting

​

The Company's business is the development, manufacture, and marketing of pharmaceutical products. The Company has identified two reporting segments that each report to the Chief Operating Decision Maker, or CODM, as defined in ASC 280, Segment Reporting. The Company's performance is assessed and resources are allocated by the CODM based on the following two reportable segments:

​

●	Finished pharmaceutical products

●

APIs

​

The finished pharmaceutical products segment manufactures, markets and distributes BAQSIMI^®, Primatene MIST^®, glucagon, enoxaparin, naloxone, phytonadione, lidocaine, epinephrine, various critical and non-critical care drugs, as well as certain contract manufacturing and contract research revenues. The API segment manufactures and distributes recombinant human insulin API and porcine insulin API for external customers and internal product development.

​

Other revenues includes the portion of BAQSIMI^® sales by Lilly on the Company's behalf under the TSA and is accounted for as a component of the finished pharmaceutical product segment.

​